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 811-22572
Multi-Strategy Growth & Income Fund
(Exact name of registrant as specified in charter)
13520 Evening Creek Drive N. Suite 300 San Diego, CA 92128
(Address of principal executive offices) (Zip code)
James Ash, Gemini Fund Services, LLC.
80 Arkay Drive, Suite 110 Hauppauge, NY 11788
(Name and address of agent for service)
Registrant's telephone number, including area code: 631-470-2619
Date of fiscal year end: 2/28
Date of reporting period: 8/31/15
Item 1. Reports to Stockholders.
Multi-Strategy Growth & Income Fund |
PORTFOLIO REVIEW (Unaudited) |
August 31, 2015 |
The Fund’s performance figures for the periods ended August 31, 2015, compared to its benchmarks:
Since | Since Inception | |||
Six | One | Inception | Class C, Class I | |
Total Returns as of August 31, 2015 | Months+ | Year | Class A* | and Class L ** |
Multi-Strategy Growth & Income Fund | ||||
Class A: | ||||
Without Load | (3.70)% | (2.76)% | 6.28% | — |
With Load | (8.99)% | (8.07)% | 4.56% | — |
Class C | (4.14)% | (3.55)% | — | (1.73)% |
Class I | (3.58)% | (2.48)% | — | (1.01)% |
Class L: | ||||
Without Load | (3.96)% | (3.26)% | — | (1.44)% |
With Load | (7.55)% | (6.89)% | — | (4.61)% |
Barclays Aggregate Bond Index | (0.68)% | 1.55% | 2.45% | 2.52% |
S&P 500 Total Return Index | (5.32)% | 0.48% | 12.68% | 1.96% |
* | Class A commenced operations March 16, 2012. |
** | Class C, Class I and Class L commenced operations on July 2, 2014. |
+ | Non-Annualized. |
The Barclays Aggregate Bond Index is an unmanaged index which represents the U.S. investment-grade fixed-rate bond market (including government and corporate securities, mortgage pass-through securities and asset-backed securities). Investors cannot invest directly in an index or benchmark.
The S&P 500 Total Return Index is an unmanaged market capitalization-weighted index which is comprised of 500 of the largest U.S. domiciled companies and includes the reinvestment of all dividends. Investors cannot invest directly in an index or benchmark.
Past performance is not predictive of future results. The investment return and principal value of an investment will fluctuate. An investor’s shares, when redeemed, may be worth more or less than the original cost. Total return is calculated assuming reinvestment of all dividends and distributions. The Fund’s total gross annual operating expenses, per its prospectus dated July 1, 2015, including underlying funds, are 2.88%, 3.63%, 2.63%, and 3.38% for Class A, Class C, Class I and Class L shares, respectively. Class A and Class L shares of the Fund are subject to a maximum sales load imposed on purchases of 5.75% and 3.75%, respectively. When purchase load waived, Class A shares are subject to a maximum early withdrawal charge of 1.00% on shares repurchased less than 365 days after purchase. Class C and Class I are not subject to a sales load. The chart does not reflect the deduction of taxes that a shareholder may have to pay on Fund distributions or the redemption of the Fund shares.
1
Multi-Strategy Growth & Income Fund |
PORTFOLIO OF INVESTMENTS (Unaudited) |
August 31, 2015 |
Shares | Security | Value | ||||||
COMMON STOCKS - 7.68% | ||||||||
BIOTECHNOLOGY - 0.13% | ||||||||
48,704 | PDL BioPharma, Inc. | $ | 275,178 | |||||
CHEMICALS - 0.14% | ||||||||
2,450 | Terra Nitrogen Company LP | 277,953 | ||||||
COMMERCIAL SERVICES - 0.28% | ||||||||
7,403 | Macquarie Infrastructure Co. | 582,764 | ||||||
ENTERTAINMENT - 0.30% | ||||||||
10,988 | Cedar Fair LP | 606,318 | ||||||
LISTED BUSINESS DEVELOPMENT COMPANIES - 4.71% | ||||||||
184,232 | Apollo Investment Corp. | 1,199,350 | ||||||
94,785 | Ares Capital Corp. | 1,494,759 | ||||||
33,535 | Blackrock Kelso Capital Corp. | 316,235 | ||||||
147,920 | Fifth Street Finance Corp. | 967,397 | ||||||
33,898 | Garrison Capital, Inc. | 493,216 | ||||||
27,323 | Golub Capital BDC, Inc. | 458,480 | ||||||
42,420 | Medley Capital Corp. | 351,238 | ||||||
25,995 | New Mountain Finance Corp. | 384,726 | ||||||
45,136 | Pennantpark Floating Rate Capital Ltd. | 542,986 | ||||||
101,216 | PennantPark Investment Corp. | 769,242 | ||||||
95,818 | Prospect Capital Corp. | 728,217 | ||||||
78,563 | THL Credit, Inc. | 978,895 | ||||||
54,564 | TICC Capital Corp. | 367,216 | ||||||
34,965 | TPG Specialty Lending, Inc. | 610,487 | ||||||
9,662,444 | ||||||||
MINING - 0.05% | ||||||||
5,777 | HI-Crush Partners LP | 96,823 | ||||||
OIL & GAS - 0.09% | ||||||||
4,906 | Suburban Propane Partners LP | 183,484 | ||||||
PIPELINES - 1.43% | ||||||||
2,756 | DCP Midstream Partners LP | 77,719 | ||||||
13,772 | Enbridge Energy Partners LP | 389,472 | ||||||
13,433 | Energy Transfer Partners LP | 660,098 | ||||||
29,372 | Kinder Morgan, Inc. | 951,947 | ||||||
5,425 | MarkWest Energy Partners LP | 305,807 | ||||||
2,758 | NuStar Energy LP | 143,912 | ||||||
2,792 | ONEOK Partners LP | 90,321 | ||||||
8,901 | Plains All American Pipeline LP | 320,971 | ||||||
2,940,247 | ||||||||
PRIVATE EQUITY - 0.25% | ||||||||
15,188 | Blackstone Group LP | 520,189 | ||||||
TELECOMMUNICATIONS - 0.30% | ||||||||
18,618 | AT&T, Inc. | 618,118 | ||||||
TOTAL COMMON STOCKS | 15,763,518 | |||||||
(Cost - $17,932,451) | ||||||||
EXCHANGE TRADED FUNDS - 1.67% | ||||||||
DEBT FUNDS - 1.67% | ||||||||
157,264 | Global X SuperIncome Preferred ETF | 2,168,670 | ||||||
65,440 | iPath US Treasury 10-year Bear ETN * | 1,259,066 | ||||||
TOTAL EXCHANGED TRADED FUNDS | 3,427,736 | |||||||
(Cost - $3,575,832) |
The accompanying notes are an integral part of these financial statements.
2
Multi-Strategy Growth & Income Fund |
PORTFOLIO OF INVESTMENTS (Unaudited)(Continued) |
August 31, 2015 |
Shares | Security | Value | ||||||
REAL ESTATE INVESTMENT TRUSTS - 42.14% | ||||||||
LISTED REAL ESTATE INVESTMENT TRUSTS - 3.28% | ||||||||
38,944 | Annaly Capital Management, Inc. | $ | 391,777 | |||||
55,539 | BioMed Realty Trust, Inc. | 1,027,472 | ||||||
5,786 | Care Capital Properties, Inc. | 183,937 | ||||||
4,401 | Colony Financial, Inc. | 95,546 | ||||||
14,340 | Communications Sales & Leasing, Inc. | 288,234 | ||||||
16,423 | Corrections Corporation Of America | 482,508 | ||||||
10,456 | Digital Realty Trust, Inc. | 662,074 | ||||||
14,357 | HCP, Inc. | 532,070 | ||||||
19,001 | Iron Mountain, Inc. | 538,488 | ||||||
12,600 | Omega Healthcare Investors, Inc. | 425,628 | ||||||
14,643 | Select Income REIT | 271,628 | ||||||
17,103 | Senior Housing Property Trust | 268,517 | ||||||
14,124 | Starwood Property Trust, Inc. | 300,558 | ||||||
23,144 | Ventas, Inc. | 1,273,383 | ||||||
TOTAL LISTED REAL ESTATE INVESTMENT TRUSTS | 6,741,820 | |||||||
NON-LISTED REAL ESTATE INVESTMENT TRUSTS - 38.86% | ||||||||
397,838 | American Realty Capital Healthcare Trust II, Inc. # | 8,362,069 | ||||||
432,433 | American Realty Capital Hospitality Trust, Inc. # | 10,000,000 | ||||||
707,027 | American Realty Capital Retail Centers of America, Inc. # | 6,561,947 | ||||||
188,108 | American Realty Capital Trust V, Inc. # | 4,796,757 | ||||||
228,122 | Carey Watermark Investors, Inc. # | 1,853,728 | ||||||
661,928 | Cottonwood Residential, Inc. # | 9,200,799 | ||||||
738,378 | CV Mission Critical REIT, Inc. # | 6,345,895 | ||||||
198,378 | Hines Global REIT, Inc. # | 1,812,586 | ||||||
432,432 | NorthStar Real Estate Income II, Inc. # | 4,000,000 | ||||||
764,346 | NorthStar Real Estate Income Trust, Inc. # | 6,963,565 | ||||||
1,081,081 | NorthStar Health Care Income, Inc. # | 10,205,406 | ||||||
593,514 | Phillips Edison Grocery Center REIT I, Inc. # | 5,643,998 | ||||||
388,931 | Steadfast Income REIT, Inc. # | 4,031,796 | ||||||
TOTAL NON-LISTED REAL ESTATE INVESTMENT TRUSTS | 79,778,546 | |||||||
TOTAL REAL ESTATE INVESTMENT TRUSTS | 86,520,366 | |||||||
(Cost - $81,873,593) | ||||||||
NON-LISTED BUSINESS DEVELOPMENT COMPANIES - 20.99% | ||||||||
1,215,151 | Business Development Corporation of America # | 12,528,211 | ||||||
1,005,598 | Cion Investment Corp. # | 9,704,022 | ||||||
1,188,054 | Corporate Capital Trust # | 11,814,012 | ||||||
978,323 | Sierra Income Corp. # | 9,049,489 | ||||||
TOTAL NON-LISTED BUSINESS DEVELOPMENT COMPANIES | 43,095,734 | |||||||
(Cost - $43,491,150) | ||||||||
PRIVATE INVESTMENT PARTNERSHIPS - 15.64% | ||||||||
5 | Aim Infrastructure MLP Fund II LP # | 2,350,201 | ||||||
1,910 | Clarion Lion Industrial Trust # | 2,499,992 | ||||||
9,910 | Clarion Lion Properties Fund # | 12,261,765 | ||||||
3 | Ovation Alternative Income Fund # | 7,500,000 | ||||||
818,599 | TriLinc Global Impact Fund Class I # | 7,500,000 | ||||||
TOTAL PRIVATE INVESTMENT PARTNERSHIPS | 32,111,958 | |||||||
(Cost - $31,162,500) | ||||||||
CLOSED-END FUNDS - 7.00% | ||||||||
68,399 | Apollo Tactical Income Fund, Inc. | 1,017,777 | ||||||
242,160 | BlackRock Debt Strategies Fund, Inc. | 847,560 | ||||||
111,029 | BlackRock Multi-Sector Income Trust | 1,763,141 | ||||||
26,733 | Brookfield Global Listed Infrastructure Income Fund, Inc. | 378,807 |
The accompanying notes are an integral part of these financial statements.
3
Multi-Strategy Growth & Income Fund |
PORTFOLIO OF INVESTMENTS (Unaudited)(Continued) |
August 31, 2015 |
Shares | Security | Value | ||||||
CLOSED-END FUNDS (Continued) - 7.00% | ||||||||
27,716 | ClearBridge Energy MLP Fund, Inc. | $ | 597,003 | |||||
23,425 | Cohen & Steers MLP Income and Energy Opportunity Fund, Inc. | 339,897 | ||||||
78,636 | Cohen & Steers REIT and Preferred Income Fund, Inc. | 1,347,035 | ||||||
58,102 | Delaware Enhanced Global Dividend & Income Fund | 581,020 | ||||||
95,635 | DoubleLine Income Solutions Fund | 1,744,382 | ||||||
42,873 | Eaton Vance Tax Managed Global Buy Write Opportunities Fund | 481,464 | ||||||
34,777 | First Trust MLP and Energy Income Fund | 615,553 | ||||||
18,307 | Kayne Anderson Midstream/Energy Fund, Inc. | 413,921 | ||||||
57,212 | Legg Mason BW Global Income Opportunities Fund, Inc. | 729,453 | ||||||
109,572 | Madison Covered Call & Equity Strategy Fund | 817,407 | ||||||
23,142 | Nuveen Energy MLP Total Return Fund | 341,345 | ||||||
18,820 | Tekla Life Sciences Investors | 503,246 | ||||||
42,982 | Voya Asia Pacific High Dividend Equity Income Fund | 384,688 | ||||||
45,319 | Wells Fargo Advantage Global Dividend Opportunity Fund | 288,682 | ||||||
120,314 | Western Asset Emerging Markets Income Fund, Inc. | 1,186,296 | ||||||
TOTAL CLOSED-END FUNDS | 14,378,677 | |||||||
(Cost - $16,850,224) | ||||||||
HEDGE FUND - 11.97% | ||||||||
25,020 | Collins Master Access Fund Ltd. | 24,569,533 | ||||||
TOTAL HEDGE FUND | ||||||||
(Cost - $25,000,000) | ||||||||
SHORT-TERM INVESTMENT - 1.47% | ||||||||
MONEY MARKET FUND - 1.47% | ||||||||
3,009,657 | AIM STIT-Government & Agency Portfolio, Private Investment Class, 0.04% + | 3,009,657 | ||||||
TOTAL SHORT-TERM INVESTMENT | ||||||||
(Cost - $3,009,657) | ||||||||
TOTAL INVESTMENTS - 108.56% | ||||||||
(Cost - $222,895,407) (a) | $ | 222,877,179 | ||||||
LIABILITIES IN EXCESS OF OTHER ASSETS - (8.56)% | (17,587,478 | ) | ||||||
NET ASSETS - 100.00% | $ | 205,289,701 |
* | Non-income producing security. |
# | Fair Value estimated using Fair Valuation Procedures adopted by the Board of Trustees. Total value of such securities is $179,555,771 or 87.46% of net assets. |
+ | Money market fund; interest rate reflects the seven-day effective yield on August 31, 2015. |
(a) | Represents cost for financial reporting purposes. Aggregate cost for federal tax purposes is $222,059,669 and differs from fair value by net unrealized appreciation (depreciation) of securities as follows: |
Unrealized appreciation: | $ | 9,549,321 | |||
Unrealized depreciation: | (8,731,811 | ) | |||
Net unrealized appreciation: | $ | 817,510 |
The Fund has unfunded commitments on the below Private Investment Partnerships. The commitments will be funded when called through current assets at that time.
Clarion Lion Industrial Trust | $ | 2,500,000 | ||
Aim Infrastructure MLP Fund II LP | $ | 4,837,500 |
The accompanying notes are an integral part of these financial statements.
4
Multi-Strategy Growth & Income Fund |
PORTFOLIO OF INVESTMENTS (Unaudited)(Continued) |
August 31, 2015 |
Portfolio Composition as of August 31, 2015 (Unaudited) |
Percent of Net Assets | |
REITS | 42.14% |
Non-Listed Business Development Companies | 20.99% |
Private Investment Partnerships | 15.64% |
Hedge Fund | 11.97% |
Financial | 11.96% |
Debt Funds | 1.67% |
Energy | 1.52% |
Consumer, Non-Cyclical | 0.42% |
Communications | 0.30% |
Consumer, Cyclical | 0.30% |
Basic Materials | 0.18% |
Short-term Investments | 1.47% |
Liabilities in excess of Assets | (8.56)% |
Net Assets | 100.00% |
The accompanying notes are an integral part of these financial statements.
5
Multi-Strategy Growth & Income Fund |
STATEMENT OF ASSETS AND LIABILITIES (Unaudited) |
August 31, 2015 |
Assets: | ||||
Investments in Securities, at Value (identified cost $222,895,407) | $ | 222,877,179 | ||
Cash | 49,354 | |||
Dividends and Interest Receivable | 965,601 | |||
Receivable for Fund Shares Sold | 137,391 | |||
Prepaid Expenses and Other Assets | 71,524 | |||
Total Assets | 224,101,049 | |||
Liabilities: | ||||
Line of Credit | 18,556,575 | |||
Shareholder Servicing Fees Payable | 43,853 | |||
Distribution Fee Payable | 15,982 | |||
Accrued Advisory Fees | 132,032 | |||
Other Accrued Expenses | 62,906 | |||
Total Liabilities | 18,811,348 | |||
Net Assets | $ | 205,289,701 | ||
Composition of Net Assets: | ||||
At August 31, 2015, Net Assets consisted of: | ||||
Paid-in-Capital | $ | 207,702,602 | ||
Undistributed Net Investment Loss | (146,542 | ) | ||
Accumulated Net Realized Loss on: | ||||
Investments | (2,248,021 | ) | ||
Net Unrealized Depreciation on: | ||||
Investments | (18,338 | ) | ||
Net Assets | $ | 205,289,701 |
The accompanying notes are an integral part of these financial statements.
6
Multi-Strategy Growth & Income Fund |
STATEMENT OF ASSETS AND LIABILITIES (Unaudited)(Continued) |
August 31, 2015 |
Class A Shares (a): | ||||
Net Assets | $ | 175,029,115 | ||
Shares Outstanding (no par value; unlimited number of shares authorized) | 11,179,718 | |||
Net Asset Value and Redemption Price Per Share * | $ | 15.66 | ||
Offering Price Per Share (15.66/0.9425) | $ | 16.62 | ||
Class C Shares: | ||||
Net Assets | $ | 17,809,490 | ||
Shares Outstanding (no par value; unlimited number of shares authorized) | 1,143,593 | |||
Net Asset Value, Offering Price and Redemption Price Per Share * | $ | 15.57 | ||
Class I Shares: | ||||
Net Assets | $ | 1,135,227 | ||
Shares Outstanding (no par value; unlimited number of shares authorized) | 72,372 | |||
Net Asset Value, Offering Price and Redemption Price Per Share * | $ | 15.69 | ||
Class L Shares: | ||||
Net Assets | $ | 11,315,869 | ||
Shares Outstanding (no par value; unlimited number of shares authorized) | 725,332 | |||
Net Asset Value and Redemption Price Per Share * | $ | 15.60 | ||
Offering Price Per Share (15.60/0.9625) | $ | 16.21 |
* | The Net Asset Value for each class will differ due primarily to the allocation of class specific expenses, such as distribution fees and shareholder servicing fees. |
(a) | Class A purchases valued at $1 million or more are not subject to a front end sales charge, but there is a 1.00% fee on shares repurchased less than 365 days after purchase. |
The accompanying notes are an integral part of these financial statements.
7
Multi-Strategy Growth & Income Fund |
STATEMENT OF OPERATIONS (Unaudited) |
For the Six Months Ended August 31, 2015 |
Investment Income: | ||||
Dividend Income | $ | 7,609,229 | ||
Interest Income | 1,211 | |||
Total Investment Income | 7,610,440 | |||
Expenses: | ||||
Investment Advisory Fees | 783,749 | |||
Shareholder Servicing Fees: | ||||
Class A | 227,746 | |||
Class C | 18,807 | |||
Class L | 13,118 | |||
Distribution Fees: | ||||
Class C | 56,420 | |||
Class L | 26,236 | |||
Administration Fees | 120,205 | |||
Transfer Agent Fees | 99,284 | |||
Line of Credit-Interest Expense | 56,575 | |||
Printing Expense | 48,685 | |||
Registration & Filing Fees | 45,527 | |||
Fund Accounting Fees | 39,205 | |||
Legal Fees | 31,425 | |||
Other Expense | 25,068 | |||
Trustees’ Fees and Expenses | 23,099 | |||
Non 12B-1 Shareholder Servicing | 21,140 | |||
Compliance Fees | 16,386 | |||
Custody Fees | 14,131 | |||
Audit Fees | 10,082 | |||
Insurance Expense | 8,836 | |||
Miscellaneous Expenses | 1,508 | |||
Net Expenses | 1,687,232 | |||
Net Investment Income | 5,923,208 | |||
Net Realized and Unrealized Gain (Loss) on Investments: | ||||
Net Realized Gain on: | ||||
Investments | 99,934 | |||
Net Change in Unrealized Depreciation on: | ||||
Investments | (13,714,644 | ) | ||
Net Realized and Unrealized Loss on Investments | (13,614,710 | ) | ||
Net Decrease in Net Assets Resulting From Operations | $ | (7,691,502 | ) |
The accompanying notes are an integral part of these financial statements.
8
Multi-Strategy Growth & Income Fund |
STATEMENTS OF CHANGES IN NET ASSETS |
For the Six Months | For the Year | |||||||
Ended | Ended | |||||||
August 31, 2015 | February 28, 2015 | |||||||
(Unaudited) | ||||||||
Operations: | ||||||||
Net Investment Income | $ | 5,923,208 | $ | 4,039,119 | ||||
Net Realized Gain on Investments and Options Written | 99,934 | 11,710 | ||||||
Distributions of Realized Gain from Underlying Investment Companies | — | 161,763 | ||||||
Net Change in Unrealized Appreciation (Depreciation) on Investments | (13,714,644 | ) | 7,178,677 | |||||
Net Increase (Decrease) in Net Assets Resulting From Operations | (7,691,502 | ) | 11,391,269 | |||||
Distributions to Shareholders From: | ||||||||
Net Investment Income | ||||||||
Class A | (5,422,863 | ) | (3,585,981 | ) | ||||
Class C | (463,630 | ) | (12,304 | ) | ||||
Class I | (35,461 | ) | (3,949 | ) | ||||
Class L | (319,442 | ) | (7,220 | ) | ||||
Total from Income | (6,241,396 | ) | (3,609,454 | ) | ||||
Realized Gains | ||||||||
Class A | — | (3,858,184 | ) | |||||
Class C | — | (154,671 | ) | |||||
Class I | — | (26,510 | ) | |||||
Class L | — | (103,768 | ) | |||||
Total from Realized Gains | — | (4,143,133 | ) | |||||
Return of Capital | ||||||||
Class A | — | (2,221,694 | ) | |||||
Class C | — | (93,444 | ) | |||||
Class I | — | (15,899 | ) | |||||
Class L | — | (68,956 | ) | |||||
Total from Return of Capital | — | (2,399,993 | ) | |||||
Total Distributions to Shareholders | $ | (6,241,396 | ) | $ | (10,152,580 | ) |
The accompanying notes are an integral part of these financial statements.
9
Multi-Strategy Growth & Income Fund |
STATEMENTS OF CHANGES IN NET ASSETS (Continued) |
For the Six Months | For the Year | |||||||
Ended | Ended | |||||||
August 31, 2015 | February 28, 2015 | |||||||
(Unaudited) | ||||||||
From Shares of Beneficial Interest: | ||||||||
Class A Shares: | ||||||||
Proceeds from Shares Issued (965,732 and 3,476,511 shares, respectively) | $ | 15,864,912 | $ | 58,688,104 | ||||
Distributions Reinvested (248,656 and 452,705 shares, respectively) | 4,035,173 | 7,602,667 | ||||||
Cost of Shares Redeemed (697,137 and 1,061,654 shares, respectively) | (11,383,435 | ) | (17,974,784 | ) | ||||
Cost of Shares Transferred (0 and 59,931 shares, respectively) | — | (1,014,634 | ) | |||||
Total From Capital Transactions: Class A | 8,516,650 | 47,301,353 | ||||||
Class C Shares: | ||||||||
Proceeds from Shares Issued (514,789 and 659,046 shares, respectively) | 8,416,484 | 11,170,191 | ||||||
Distributions Reinvested (18,534 and 11,082 shares, respectively) | 298,730 | 185,294 | ||||||
Cost of Shares Redeemed (43,419 and 16,439 shares, respectively) | (712,760 | ) | (278,144 | ) | ||||
Total From Capital Transactions: Class C | 8,002,454 | 11,077,341 | ||||||
Class I Shares: | ||||||||
Proceeds from Shares Issued (2,509 and 14,164 shares, respectively) | 41,630 | 239,281 | ||||||
Distributions Reinvested (2,117 and 2,761 shares, respectively) | 34,393 | 46,358 | ||||||
Cost of Shares Redeemed (3,002 and 6,108 shares, respectively) | (49,061 | ) | (103,482 | ) | ||||
Proceeds from Shares Transferred (0 and 59,931 shares, respectively) | — | 1,014,634 | ||||||
Total From Capital Transactions: Class I | 26,962 | 1,196,791 | ||||||
Class L Shares: | ||||||||
Proceeds from Shares Issued (239,431 and 496,457 shares, respectively) | 3,936,445 | 8,405,902 | ||||||
Distributions Reinvested (13,298 and 7,359 shares, respectively) | 214,889 | 123,038 | ||||||
Cost of Shares Redeemed (27,004 and 4,209 shares, respectively) | (443,797 | ) | (71,255 | ) | ||||
Total From Capital Transactions: Class L | 3,707,537 | 8,457,685 | ||||||
Total Increase in Net assets from Beneficial Interest: | 20,253,603 | 68,033,170 | ||||||
Total Increase in Net Assets | 6,320,705 | 69,271,859 | ||||||
Net Assets: | ||||||||
Beginning of Period | 198,968,996 | 129,697,137 | ||||||
End of Period | $ | 205,289,701 | $ | 198,968,996 | ||||
Undistributed Net Investment Income (Loss) at End of Period | $ | (146,542 | ) | $ | 171,646 |
The accompanying notes are an integral part of these financial statements.
10
Multi-Strategy Growth & Income Fund |
STATEMENT OF CASH FLOWS (Unaudited) |
For the Six Months Ended August 31, 2015 |
Cash flows from operating activities: | ||||
Net increase in net assets resulting from operations | $ | (7,691,502 | ) | |
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities: | ||||
Purchases of investments | (52,649,196 | ) | ||
Proceeds from sales | 16,307,410 | |||
Proceeds from sales of short term investments, net | 11,310,138 | |||
Proceeds from sales of line of credit, net | 18,556,575 | |||
Net realized gain from investments | (99,934 | ) | ||
Net change in unrealized depreciation from investments | 13,714,644 | |||
Changes in assets and liabilities | ||||
(Increase)/Decrease in assets: | ||||
Dividends and Interest Receivable | (245,061 | ) | ||
Receivable for Securities Sold | 23,782,433 | |||
Prepaid Expenses and Other Assets | (1,305 | ) | ||
Increase/(Decrease) in liabilities: | ||||
Payable for Securities Purchased | (36,823,203 | ) | ||
Accrued Advisory Fees | 15,483 | |||
Shareholder Servicing Fee | 5,066 | |||
Distribution Fee Payable | 6,830 | |||
Other Accrued Expenses Payable | (14,648 | ) | ||
Net cash used in operating activities | (13,826,270 | ) | ||
Cash flows from financing activities: | ||||
Proceeds from shares sold | 28,122,080 | |||
Payment on shares redeemed | (12,589,053 | ) | ||
Cash distributions paid | (1,657,403 | ) | ||
Net cash provided by financing activities | 13,875,624 | |||
Net increase in cash | 49,354 | |||
Cash at beginning of Period | — | |||
Cash at end of period | 49,354 | |||
Supplemental disclosure of non-cash activity: | ||||
Noncash financing activities not including herein consists of reinvestment of dividends | $ | 4,583,185 |
The accompanying notes are an integral part of these financial statements.
11
Multi-Strategy Growth & Income Fund - Class A |
FINANCIAL HIGHLIGHTS |
The table below sets forth financial data for one share of beneficial interest outstanding throughout each period presented. |
For the Six Months | For the Year | For the Year | For the Period | |||||||||||||
Ended | Ended | Ended | Ended | |||||||||||||
August 31, 2015 | February 28, 2015 | February 28, 2014 | February 28, 2013 * | |||||||||||||
(Unaudited) | ||||||||||||||||
Net Asset Value, Beginning of Period | $ | 16.74 | $ | 16.51 | $ | 15.73 | $ | 15.00 | ||||||||
Increase From Operations: | ||||||||||||||||
Net investment income (a) | 0.47 | 0.41 | 0.39 | 0.32 | ||||||||||||
Net gain (loss) on investments (both realized and unrealized) | (1.06 | ) | 0.80 | 1.29 | 0.77 | |||||||||||
Total from operations | (0.59 | ) | 1.21 | 1.68 | 1.09 | |||||||||||
Less Distributions: | ||||||||||||||||
From net investment income | (0.49 | ) | (0.40 | ) | (0.29 | ) | (0.36 | ) | ||||||||
From net realized gains on investments | — | (0.37 | ) | (0.55 | ) | — | ||||||||||
From paid in capital | — | (0.21 | ) | (0.06 | ) | — | ||||||||||
Total Distributions | (0.49 | ) | (0.98 | ) | (0.90 | ) | (0.36 | ) | ||||||||
Net Asset Value, End of Period | $ | 15.66 | $ | 16.74 | $ | 16.51 | $ | 15.73 | ||||||||
Total Return (b) | (3.70 | )% | 7.46 | % | 11.01 | % | 7.34 | % | ||||||||
Ratios/Supplemental Data | ||||||||||||||||
Net assets, end of period (in 000’s) | $ | 175,029 | $ | 178,502 | $ | 129,697 | $ | 46,888 | ||||||||
Ratio to average net assets: | ||||||||||||||||
Expenses, Gross | 1.54 | % (c,f) | 1.55 | % (f) | 1.60 | % | 2.61 | % (c) | ||||||||
Expenses, Net of Reimbursement/Recapture | 1.54 | % (c,f) | 1.61 | % (e,f) | 1.75 | % (e) | 1.75 | % (c) | ||||||||
Net investment income, Net of Reimbursement/Recapture | 5.75 | % (c,g) | 2.43 | % (g) | 2.46 | % | 2.19 | % (c) | ||||||||
Ratio to average net assets (excluding interest on Line of Credit) | ||||||||||||||||
Expenses, Gross | 1.49 | % (c,f) | 1.55 | % (f) | 1.60 | % | 2.61 | % (c) | ||||||||
Expenses, Net of Reimbursement/Recapture | 1.54 | % (c,f) | 1.55 | % | 1.60 | % | 2.61 | % | ||||||||
Portfolio turnover rate | 7 | % (d) | 49 | % | 14 | % | 108 | % (d) |
* | Class A commenced operations on March 16, 2012. |
(a) | Per share amounts are calculated using the average shares method, which more appropriately presents the per share data for the period. |
(b) | Total returns are historical in nature and assume changes in share price, reinvestment of dividends and capital gains distributions, if any and exclude the effects of sales loads. Total returns for periods less than one year are not annualized. |
(c) | Annualized for periods less than one year. |
(d) | Not annualized. |
(e) | Such ratio includes the Advisor’s recapture of waived/reimbursed fees from prior periods. |
(f) | Does not include the expenses of the investment companies in which the Fund invests. |
(g) | The recognition of investment income is affected by the timing and declaration of dividends by the underlying investment companies in which the Fund invests. |
The accompanying notes are an integral part of these financial statements.
12
Multi-Strategy Growth & Income Fund - Class C |
FINANCIAL HIGHLIGHTS |
The table below sets forth financial data for one share of beneficial interest outstanding throughout each period presented. |
For the Six Months | For the Period | |||||||
Ended | Ended | |||||||
August 31, 2015 | February 28, 2015 * | |||||||
(Unaudited) | ||||||||
Net Asset Value, Beginning of Period | $ | 16.71 | $ | 17.02 | ||||
Increase From Operations: | ||||||||
Net investment income (a) | 0.41 | 0.18 | ||||||
Net gain (loss) on investments (both realized and unrealized) | (1.06 | ) | 0.16 | |||||
Total from operations | (0.65 | ) | 0.34 | |||||
Less Distributions: | ||||||||
From net investment income | (0.49 | ) | (0.12 | ) | ||||
From net realized gains on investments | — | (0.35 | ) | |||||
From return of capital | — | (0.18 | ) | |||||
Total Distributions | (0.49 | ) | (0.65 | ) | ||||
Net Asset Value, End of Period | $ | 15.57 | $ | 16.71 | ||||
Total Return (b) | (4.14 | )% | 2.04 | % | ||||
Ratios/Supplemental Data | ||||||||
Net assets, end of period (in 000’s) | $ | 17,809 | $ | 10,926 | ||||
Ratio to average net assets: | ||||||||
Expenses | 2.29 | % (c,e) | 2.30 | % (c,e) | ||||
Net investment income | 5.00 | % (c,f) | 1.76 | % (c,f) | ||||
Ratio to average net assets (excluding interest on Line of Credit) | ||||||||
Expenses, Net of Reimbursement/Recapture | 2.24 | % (c,e) | 2.30 | % (c,e) | ||||
Portfolio turnover rate | 7 | % (d) | 49 | % (d) |
* | Class C commenced operations on July 2, 2014. |
(a) | Per share amounts are calculated using the average shares method, which more appropriately presents the per share data for the period. |
(b) | Total returns are historical in nature and assume changes in share price, reinvestment of dividends and capital gains distributions, if any. Total returns for periods less than one year are not annualized. |
(c) | Annualized for periods less than one year. |
(d) | Not annualized. Represents Fund level turnover ratio for entire period. |
(e) | Does not include the expenses of the investment companies in which the Fund invests. |
(f) | The recognition of investment income is affected by the timing and declaration of dividends by the underlying investment companies in which the Fund invests. |
The accompanying notes are an integral part of these financial statements.
13
Multi-Strategy Growth & Income Fund - Class I |
FINANCIAL HIGHLIGHTS |
The table below sets forth financial data for one share of beneficial interest outstanding throughout each period presented. |
For the Six Months | For the Period | |||||||
Ended | Ended | |||||||
August 31, 2015 | February 28, 2015 * | |||||||
(Unaudited) | ||||||||
Net Asset Value, Beginning of Period | $ | 16.75 | $ | 17.02 | ||||
Increase From Operations: | ||||||||
Net investment income (a) | 0.49 | 0.30 | ||||||
Net gain (loss) on investments (both realized and unrealized) | (1.06 | ) | 0.09 | |||||
Total from operations | (0.57 | ) | 0.39 | |||||
Less Distributions: | ||||||||
From net investment income | (0.49 | ) | (0.06 | ) | ||||
From net realized gains on investments | — | (0.37 | ) | |||||
From return of capital | — | (0.23 | ) | |||||
Total Distributions | (0.49 | ) | (0.66 | ) | ||||
Net Asset Value, End of Period | $ | 15.69 | $ | 16.75 | ||||
Total Return (b) | (3.58 | )% | 2.37 | % | ||||
Ratios/Supplemental Data | ||||||||
Net assets, end of period (in 000’s) | $ | 1,135 | $ | 1,185 | ||||
Ratio to average net assets: | ||||||||
Expenses | 1.29 | % (c,e) | 1.30 | % (c,e) | ||||
Net investment income | 5.50 | % (c,f) | 2.80 | % (c,f) | ||||
Ratio to average net assets (excluding interest on Line of Credit) | ||||||||
Expenses, Net of Reimbursement/Recapture | 1.24 | % (c,e) | 1.30 | % (c,e) | ||||
Portfolio turnover rate | 7 | % (d) | 49 | % (d) |
* | Class I commenced operations on July 2, 2014. |
(a) | Per share amounts are calculated using the average shares method, which more appropriately presents the per share data for the period. |
(b) | Total returns are historical in nature and assume changes in share price, reinvestment of dividends and capital gains distributions, if any. Total returns for periods less than one year are not annualized. |
(c) | Annualized for periods less than one year. |
(d) | Not annualized. Represents Fund level turnover ratio for entire period. |
(e) | Does not include the expenses of the investment companies in which the Fund invests. |
(f) | The recognition of investment income is affected by the timing and declaration of dividends by the underlying investment companies in which the Fund invests. |
The accompanying notes are an integral part of these financial statements.
14
Multi-Strategy Growth & Income Fund - Class L |
FINANCIAL HIGHLIGHTS |
The table below sets forth financial data for one share of beneficial interest outstanding throughout each period presented. |
For the Six Months | For the Period | |||||||
Ended | Ended | |||||||
August 31, 2015 | February 28, 2015 * | |||||||
(Unaudited) | ||||||||
Net Asset Value, Beginning of Period | $ | 16.72 | $ | 17.02 | ||||
Increase From Operations: | ||||||||
Net investment income (a) | 0.43 | 0.20 | ||||||
Net gain (loss) on investments (both realized and unrealized) | (1.06 | ) | 0.17 | |||||
Total from operations | (0.63 | ) | 0.37 | |||||
Less Distributions: | ||||||||
From net investment income | (0.49 | ) | (0.13 | ) | ||||
From net realized gains on investments | — | (0.35 | ) | |||||
From return of capital | — | (0.19 | ) | |||||
Total Distributions | (0.49 | ) | (0.67 | ) | ||||
Net Asset Value, End of Period | $ | 15.60 | $ | 16.72 | ||||
Total Return (b) | (3.96 | )% | 2.25 | % | ||||
Ratios/Supplemental Data | ||||||||
Net assets, end of period (in 000’s) | $ | 11,316 | $ | 8,356 | ||||
Ratio to average net assets: | ||||||||
Expenses | 2.04 | % (c,e) | 2.05 | % (c,e) | ||||
Net investment income | 5.25 | % (c,f) | 2.00 | % (c,f) | ||||
Ratio to average net assets (excluding interest on Line of Credit) | ||||||||
Expenses, Net of Reimbursement/Recapture | 1.99 | % (c,e) | 2.05 | % (c,e) | ||||
Portfolio turnover rate | 7 | % (d) | 49 | % (d) |
* | Class L commenced operations on July 2, 2014. |
(a) | Per share amounts are calculated using the average shares method, which more appropriately presents the per share data for the period. |
(b) | Total returns are historical in nature and assume changes in share price, reinvestment of dividends and capital gains distributions, if any and exclude the effects of sales loads. Total returns for periods less than one year are not annualized. |
(c) | Annualized for periods less than one year. |
(d) | Not annualized. Represents Fund level turnover ratio for entire period. |
(e) | Does not include the expenses of the investment companies in which the Fund invests. |
(f) | The recognition of investment income is affected by the timing and declaration of dividends by the underlying investment companies in which the Fund invests. |
The accompanying notes are an integral part of these financial statements.
15
Multi-Strategy Growth & Income Fund |
NOTES TO FINANCIAL STATEMENTS (Unaudited) |
August 31, 2015 |
1. | ORGANIZATION |
Multi-Strategy Growth & Income Fund (the “Fund”) was organized as a Delaware statutory trust on June 3, 2011 and is registered under the Investment Company Act of 1940, as amended, (the “1940 Act”), as a non-diversified, closed-end management investment company that operates as an interval fund with a continuous offering of Fund shares. The investment objective of the Fund is to seek returns from capital appreciation and income with an emphasis on income generation. The Fund pursues its investment objective by investing primarily in the income-producing securities of real estate investment trusts and alternative investment funds, as well as common stocks and structured notes, notes, bonds and asset-backed securities.
The Fund currently offers Class A, Class C, Class I and Class L shares. Class A shares commenced operations on March 16, 2012; Class C, Class I and Class L shares commenced operations on July 2, 2014. Class A and Class L shares are offered at net asset value plus a maximum sales charge of 5.75% and 3.75%, respectively. When purchase load waived, Class A shares are subject to a maximum early withdrawal charge of 1.00% on shares repurchased less than 365 days after purchase. Class C and Class I shares are offered at net asset value. Each class represents an interest in the same assets of the Fund and classes are identical except for differences in their sales charge structures and ongoing service and distribution charges. All classes of shares have equal voting privileges except that each class has exclusive voting rights with respect to its service and/or distribution plans. The Fund’s income, expenses (other than class specific distribution fees) and realized and unrealized gains and losses are allocated proportionately each day based upon the relative net assets of each class.
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
The following is a summary of significant accounting policies followed by the Fund in preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements 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 income and expenses for the period. Actual results could differ from those estimates. The Fund follows the specialized accounting and reporting requirements under GAAP that are applicable to investment companies.
Security Valuation – Securities listed on an exchange are valued at the last reported sale price at the close of the regular trading session of the exchange on the business day the value is being determined, or in the case of securities listed on NASDAQ, at the NASDAQ Official Closing Price (“NOCP”). In the absence of a sale, such securities shall be valued at the mean of the closing bid and asked prices on the day of valuation. Short-term investments that mature in 60 days or less may be valued at amortized cost, provided such valuations represent fair value.
Valuation of Fund of Funds – The Fund may invest in funds of open-end or closed-end investment companies (the “Underlying Funds”). The Underlying Funds value securities in their portfolios for which market quotations are readily available at their market values (generally the last reported sale price) and all other securities and assets at their fair value using the methods established by the board of directors of the Underlying Funds. Open-end investment companies are valued at their net asset value per share and closed-end investment companies that trade on an exchange are valued as described under security valuation.
When price quotations for certain securities are not readily available, or if the available quotations are not believed to be reflective of market value by the Advisor (defined below), those securities will be valued at “fair value” as determined in good faith by the Fair Valuation Committee using procedures adopted by and under the supervision of the Fund’s Board of Trustees (the “Board”). There can be no assurance that the Fund could purchase or sell a portfolio security at the price used to calculate the Fund’s net asset value (“NAV”).
16
Multi-Strategy Growth & Income Fund |
NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued) |
August 31, 2015 |
Fair valuation procedures may be used to value a substantial portion of the assets of the Fund. The Fund may use the fair value of a security to calculate its NAV when, for example, (1) a portfolio security is not traded in a public market or the principal market in which the security trades is closed, (2) trading in a portfolio security is suspended and not resumed prior to the normal market close, (3) a portfolio security is not traded in significant volume for a substantial period, or (4) the Advisor determines that the quotation or price for a portfolio security provided by a broker-dealer or independent pricing service is inaccurate.
The “fair value” of securities may be difficult to determine and thus judgment plays a greater role in the valuation process. The fair valuation methodology may include or consider the following guidelines, as appropriate: (1) evaluation of all relevant factors, including but not limited to, pricing history, current market level, supply and demand of the respective security; (2) comparison to the values and current pricing of securities that have comparable characteristics; (3) knowledge of historical market information with respect to the security; (4) other factors relevant to the security which would include, but not be limited to, duration, yield, fundamental analytical data, the Treasury yield curve, and credit quality.
The values assigned to fair valued investments are based on available information and do not necessarily represent amounts that might ultimately be realized, since such amounts depend on future developments inherent in long-term investments. Changes in the fair valuation of portfolio securities may be less frequent and of greater magnitude than changes in the price of portfolio securities valued at their last sale price, by an independent pricing service, or based on market quotations. Imprecision in estimating fair value can also impact the amount of unrealized appreciation or depreciation recorded for a particular portfolio security and differences in the assumptions used could result in a different determination of fair value, and those differences could be material.
The Fund invests in some securities which are not traded and the Board’s Valuation Committee has established a methodology for fair value of each type of security. Non-traded Real Estate Investment Trusts (“REITs”) that are in the public offering period (or start-up phase) are valued at cost according to management’s fair valuation methodology unless the REIT issues an updated valuation. The Fund generally purchases REITs at NAV or without a commission. However, start-up REITs amortize a significant portion of their start-up costs and therefore, potentially carry additional risks that may impact valuation should the REIT be unable to raise sufficient capital and execute their business plan. As such, start-up REITs pose a greater risk than seasoned REITs because if they encounter going concern issues, they may see significant deviation in value from the fair value, cost basis approach as represented. Management is not aware of any information which would cause a change in cost basis valuation methodology currently being utilized for non-traded REITs in their offering period. Non-traded REITs that are in their offering period are generally categorized as Level 3 in the fair value hierarchy. Once a REIT closes to new investors, the Fund values the security based on the movement of an appropriate market index or a similar security that is publicly traded until the REIT issues an updated market valuation. Non-traded REITs that have closed to new investors are generally categorized in Level 2 of the fair value hierarchy, due to the significance of the effect of the application of the movement of the market index on the overall fair valuation of the REIT. Other non-traded private investments are monitored for any independent audits of the investment or impairments reported on the potential value of the investment. For non-traded private investments that are themselves treated as investment companies under GAAP, the Fund follows the guidance in GAAP that allows, as practical expedient, the Fund to value such investments at their reported NAV per share (of if not unitized, at an equivalent percentage of the capital of the investee entity). Such investments typically provide an updated NAV or its equivalent on a quarterly basis. The Valuation Committee meets frequently to discuss the valuation methodology and will adjust the value of a security if there is a public update to such valuation.
The non-traded Business Development Companies provide quarterly fair value pricing which is used as an indicator of the valuation for the Fund. If the value fluctuates, the Advisor will provide an updated price. If a significant event occurs that causes a large change in price, the Fair Valuation Committee will call a meeting to evaluate the fair value. Non-traded Business Development Companies are categorized as Level 2 in the fair value hierarchy.
17
Multi-Strategy Growth & Income Fund |
NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued) |
August 31, 2015 |
The Fund utilizes various methods to measure the fair value of its investments on a recurring basis. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of input are:
Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities that the Fund has the ability to access.
Level 2 – Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
Level 3 – Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.
The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.
The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following tables summarize the inputs used as of August 31, 2015 for the Fund’s assets and liabilities measured at fair value:
Assets* | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Investments: | ||||||||||||||||
Common Stocks | $ | 15,763,518 | $ | — | $ | — | $ | 15,763,518 | ||||||||
Exchange Traded Funds | 3,427,736 | — | — | 3,427,736 | ||||||||||||
Real Estate Investment Trusts | 6,741,820 | 55,573,140 | 24,205,406 | 86,520,366 | ||||||||||||
Non-Listed Business Development Companies | — | 43,095,734 | — | 43,095,734 | ||||||||||||
Private Investment Partnerships | — | — | 32,111,958 | 32,111,958 | ||||||||||||
Closed-End Funds | 14,378,677 | — | — | 14,378,677 | ||||||||||||
Hedge Fund | — | — | 24,569,533 | 24,569,533 | ||||||||||||
Short-Term Investment | 3,009,657 | — | — | 3,009,657 | ||||||||||||
Total Investments: | $ | 43,321,408 | $ | 98,668,874 | $ | 80,886,897 | $ | 222,877,179 |
* | Refer to the Portfolio of Investments for industry classifications. |
There were no transfers between Level 1, Level 2, or Level 3 during the six months ended August 31, 2015.
It is the Fund’s policy to record transfers into or out of any level at the beginning of the reporting period.
The following is a reconciliation of assets in which Level 3 inputs were used in determining value:
Real Estate Investment | Private Investment | Hedge | ||||||||||||||
Trusts | Partnerships | Funds | Totals | |||||||||||||
Beginning Balance | $ | 19,205,406 | $ | 26,705,885 | $ | — | $ | 45,911,291 | ||||||||
Total realized gain (loss) | — | — | — | — | ||||||||||||
Appreciation (Depreciation) | — | 656,073 | (430,467) | 225,606 | ||||||||||||
Cost of Purchases | 5,000,000 | 4,750,000 | 25,000,000 | 34,750,000 | ||||||||||||
Proceeds from Sales and returns of capital | — | — | — | — | ||||||||||||
Accrued Interest | — | — | — | — | ||||||||||||
Net transfers in/out of level 3 | — | — | — | — | ||||||||||||
Ending Balance | $ | 24,205,406 | $ | 32,111,958 | $ | 24,569,533 | $ | 80,886,897 |
18
Multi-Strategy Growth & Income Fund |
NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued) |
August 31, 2015 |
Exchange Traded Funds – The Fund may invest in exchange traded funds (“ETFs”). ETFs are a type of index fund bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed portfolio of securities designed to track the performance and dividend yield of a particular domestic or foreign market index. The Fund may purchase an ETF to gain exposure to a portion of the U.S. or a foreign market. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although the lack of liquidity on an ETF could result in it being more volatile. Additionally, ETFs have fees and expenses that reduce their value.
Security Transactions and Investment Income – Investment security transactions are accounted for on a trade date basis. Cost is determined and gains and losses are based upon the specific identification method for both financial statement and federal income tax purposes. Dividend income is recorded on the ex-dividend date and interest income is recorded on the accrual basis. Purchase discounts and premiums on securities are accreted and amortized over the life of the respective securities.
Federal Income Taxes – The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and will distribute all of its taxable income, if any to shareholders. Accordingly, no provision for Federal income taxes is required in the financial statements.
The Fund recognizes the tax benefits of uncertain tax positions only when the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has reviewed the tax positions on returns filed for open tax years (2014-2015), or expected to be taken in the Fund’s 2016 return, and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions. The Fund identifies its major tax jurisdictions as U.S. Federal. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statements of Operations. During the six months ended August 31, 2015, the Fund did not incur any interest or penalties.
Distributions to Shareholders – Distributions from investment income are declared and paid monthly. Distributions from net realized capital gains, if any, are declared and paid annually and are recorded on the ex-dividend date. The character of income and gains to be distributed is determined in accordance with income tax regulations, which may differ from GAAP.
Indemnification – The Trust indemnifies its officers and Trustees for certain liabilities that may arise from the performance of their duties to the Trust. Additionally, in the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnities. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Trust expects the risk of loss due to these warranties and indemnities to be remote.
3. | ADVISORY FEE AND OTHER RELATED PARTY TRANSACTIONS |
Advisory Fees – Pursuant to an investment advisory agreement with the Trust, with respect to the Fund, (the “Advisory Agreement”), investment advisory services are provided to the Fund by RJL Capital Management, LLC., (the “Advisor”). Under the terms of the Advisory Agreement, the Advisor receives monthly fees calculated at an annual rate of 0.75% of the average daily net assets of the Fund. For the six months ended August 31, 2015, the Advisor earned advisory fees of $783,749.
Distributor – The distributor of the Fund is Northern Lights Distributors, LLC (the “Distributor”). The Board has adopted, on behalf of the Fund, a Shareholder Services Plan under which the Fund may compensate financial industry professionals for providing ongoing services in respect of clients with whom they have distributed shares of the Fund. Under the Shareholder Services Plan, the Fund may pay 0.25% per year of its average daily net assets
19
Multi-Strategy Growth & Income Fund |
NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued) |
August 31, 2015 |
of each of Class A, Class C and Class L shares for such services. For the six months ended August 31, 2015, the Fund incurred shareholder servicing fees of $227,746, $18,807, and $13,118 for Class A, Class C and Class L shares, respectively. Under the Distribution Plans, the Fund pays 0.75% and 0.50% per year of its average daily net assets for such services for Class C and Class L shares, respectively. For the six months ended August 31, 2015, the Fund incurred distributions fees of $56,420 and $26,236 for Class C and Class L shares, respectively.
The Distributor acts as the Fund’s principal underwriter in a continuous public offering of the Fund’s shares. For the six months ended August 31, 2015, the Distributor received $741,487 and $150,434 in underwriting commissions for sales of Class A and Class L shares, respectively, of which $113,099 and $30,078 was retained by the principal underwriter or other affiliated broker-dealers.
In addition, certain affiliates of the Distributor provide services to the Fund as follows:
Gemini Fund Services, LLC (“GFS”) – GFS, an affiliate of the Distributor, provides administration, fund accounting, and transfer agent services to the Trust. Pursuant to a separate servicing agreement with GFS, the Fund pays GFS customary fees for providing administration, fund accounting and transfer agency services to the Fund. Certain officers of the Fund are also officers of GFS, and are not paid any fees directly by the Fund for servicing in such capacities.
Northern Lights Compliance Services, LLC (“NLCS”) – NLCS, an affiliate of GFS and the Distributor, provides a Chief Compliance Officer to the Fund, as well as related compliance services, pursuant to a consulting agreement between NLCS and the Fund. Under the terms of such agreement, NLCS receives customary fees from the Fund. Certain officers of the Fund are also officers of NCLS, and are not paid any fees directly by the Fund for servicing in such capacities.
Blu Giant, LLC (“Blu Giant”) – Blu Giant, an affiliate of GFS and the Distributor, provides EDGAR conversion and filing services as well as print management services for the Fund on an ad-hoc basis. For the provision of these services, Blu Giant receives customary fees from the Fund.
Trustees – The Fund pays each Trustee who is not affiliated with the Fund or Advisor a quarterly fee of $3,000, as well as reimbursement for any reasonable expenses incurred attending meetings. The “interested persons” who serve as Trustees of the Fund receive no compensation for their services as Trustees. None of the executive officers receive compensation from the Fund. In addition to these quarterly fees and reimbursements, Ira J. Miller receives a quarterly fee of $1,500 for his role as a member of the Audit Committee, and Mark J. Riedy receives a quarterly fee of $1,750 for his role as Chairman of the Audit Committee.
Other Affiliates – During the six months ended August 31, 2015, Lucia Securities, a registered broker/dealer and an affiliate of the Advisor, executed trades on behalf of the Fund for which it received placement fees, which could be deemed to be a form of brokerage commissions, of $65,717.
4. | INVESTMENT TRANSACTIONS |
The cost of purchases and proceeds from the sale of securities, other than short-term securities, for the six months ended August 31, 2015, amounted to $52,649,196 and 15,560,763, respectively.
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Multi-Strategy Growth & Income Fund |
NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued) |
August 31, 2015 |
5. | DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL |
The tax character of Fund distributions for the following years was as follows:
Year Ended | Year Ended | |||||||
February 28, 2015 | February 28, 2014 | |||||||
Ordinary Income | $ | 4,395,879 | $ | 3,054,165 | ||||
Long-Term Capital Gain | 3,356,708 | 1,345,465 | ||||||
Return of Capital | 2,399,993 | 445,418 | ||||||
$ | 10,152,580 | $ | 4,845,048 |
The difference between the book basis and tax basis character of distributions as of February 28, 2014 and February 28, 2015 is primarily attributable to the income tax treatment of short term capital gain distributions.
As of February 28, 2015, the components of accumulated earnings/(deficit) on a tax basis were as follows:
Post October Loss | Unrealized | Total | ||||||||
and Late Year | Appreciation/ | Accumulated | ||||||||
Losses | (Depreciation) | Earnings/(Deficits) | ||||||||
$ | (3,012,046 | ) | $ | 14,532,043 | $ | 11,519,997 |
The difference between book basis and tax basis unrealized appreciation of investments, accumulated net realized losses and undistributed net investment income/ loss is primarily attributable to the adjustment for partnerships and the tax deferral of losses on wash sales.
Late year losses incurred after December 31 within the fiscal year are deemed to arise on the first business day of the following fiscal year for tax purposes. The Fund incurred and elected to defer such late year losses of $6 83,953.
Capital losses incurred after October 31 within the fiscal year are deemed to arise on the first business day of the following fiscal year for tax purposes. The Fund incurred and elected to defer such capital losses of $2,328,093.
Permanent book and tax differences, primarily attributable to the book/ tax basis treatment of foreign currency gains/losses, the reclass of ordinary distributions, and adjustments related to partnerships, resulted in reclassification for the year ended February 28, 2015 as follows:
Paid | Undistributed | Accumulated | ||||||||
In | Net Investment | Net Realized | ||||||||
Capital | Income | Loss | ||||||||
$ | (818,587 | ) | $ | (806,773 | ) | $ | 1,625,360 |
6. | LINE OF CREDIT |
The Fund has a line of credit with a variable limit based on how many securities are pledged as collateral. This line of credit is intended to provide financing, if necessary, subject to certain restrictions, in connection with shareholder redemptions. Borrowings are secured by the Fund’s investments. Interest will be accrued at the 1 Month LIBOR rate plus 110 bps to be paid monthly. The credit facility is with BNP Paribas. During the six months ended August 31, 2015, the Fund paid $56,575 in interest on the line of credit. Average borrowings and the average interest rate during the six months ended August 31, 2015, were $21,035,002 and 1.30%, respectively. The
21
Multi-Strategy Growth & Income Fund |
NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued) |
August 31, 2015 |
largest outstanding amount borrowed during the period was $22,535,360. The balance on the line of credit as of as of August 31, 2015 was $18,556,575.
7. | NEW ACCOUNTING PRONOUNCEMENT |
In May 2015, the FASB issued Accounting Standards Update (“ASU”) No. 2015-07 “Disclosure for Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent)”. The amendments in ASU No. 2015-07 remove the requirement to categorize within the fair value hierarchy investments measured using the NAV practical expedient. The ASU also removes certain disclosure requirements for investments that qualify, but do not utilize, the NAV practical expedient. The amendments in the ASU are effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Management is currently evaluating the impact these changes will have on the Funds’ financial statements and related disclosures.
8. | SUBSEQUENT EVENTS |
Subsequent events after the date of the Statement of Assets and Liabilities have been evaluated through the date the financial statements were issued. Management has concluded that there is no impact requiring adjustment or disclosure in the financial statements. On September 29, 2015, the Fund paid a dividend of $0.0778, $0.0774, $0.0780 and $0.0775 per share to shareholders of record on September 28, 2015 for Class A, Class C, Class I and Class L shares, respectively. The Fund completed a quarterly repurchase offer on October 16, 2015 which resulted in 4.58%, 4.20%, 2.69%, and 8.93% of Fund shares being repurchased for $8,225,483, $799,659, $30,987 and $1,049,664 for Class A, Class C, Class I and Class L, respectively.
22
Approval of the Continuance of Investment Advisory Agreement (Unaudited)
At a meeting held on February 6, 2015, the Board of Trustees (the “Board” or the “Trustees”) of Multi-Strategy Growth & Income Fund (the “Fund” or the “Trust”), including a majority of the Trustees who are not “interested persons” (the “Independent Trustees”), as that term is defined in the Investment Company Act of 1940, as amended, approved the renewal of the Advisory Agreement (the “Advisory Agreement”) between RJL Capital Management, LLC (the “Adviser”) and the Trust with respect to the Fund. The Trustees reviewed in detail the information provided by the Adviser related to the proposed renewal of the Advisory Agreement. In its consideration of the Advisory Agreement, the Board, including the Independent Trustees, did not identify any single factor as all-important or controlling, and the following summary does not detail all the matters considered.
Nature, Extent and Quality of Services. The Board examined the nature, extent and quality of the services provided by the Adviser to the Fund. The Trustees noted that the Adviser has extensive experience, spends a significant amount of time and care in its research process, and has demonstrated an investment in its human resources and operations. The Trustees noted the Adviser dedicates time to learning as much as possible regarding the underlying investments in order to build the portfolio. In addition to research and due diligence, the Trustees agreed that the Adviser has a very good team in place servicing the Fund. The Board discussed that the firm has extensive experience in non-traded REITs, and the Adviser has a good reputation in terms of experience. The Board discussed the nature of the Adviser’s operations and the quality of the Adviser’s compliance infrastructure. The Board noted that the Adviser had established a culture of open communication with the Board. The Board further noted the Adviser had reported no litigation or administrative actions during the last 12 months. Overall, it was the consensus of the Trustees that they were satisfied with the nature, extent and quality of the services provided to the Fund under the Advisory Agreement.
Fees and Expenses. The Trustees reviewed information regarding fees charged by advisers to a peer group of funds composed of 5 other closed-end interval funds. The Trustees noted that the Adviser charges an advisory fee of 0.75%, which compared favorably to the peer group average of 1.19%. With respect to the average net expense ratio, they noted that the Fund’s net expense ratio of 2.85% is higher than the peer group average of 2.29%. The Trustees noted the Adviser did not receive any other payments from the Fund other than advisory fees, although its affiliate receives fees in connection with portfolio trades. The Trustees concluded that the advisory fee is reasonable.
Performance. The Trustees considered the Adviser’s past performance, as well as other factors relating to the Adviser’s track record, noting the Fund outperformed the Barclay’s Aggregate Bond Index with returns of 9.62% versus 5.97% for the last year, and 8.56% versus 2.48% since the inception of the Fund. The Trustees noted that the Fund achieved its objective, as well as the Adviser’s goals of delivering non-correlated returns and consistent monthly dividend distributions, and they considered that the Fund had achieved a strong Sharpe ratio, which indicated that the Fund was taking on relatively less risk to achieve the returns obtained. The Trustees concluded that the Fund’s performance was in line with the strategy and expectations, and they commended management for a job well done.
Economies of Scale. The Trustees considered whether the Adviser has realized or will realize economies of scale with respect to the management of the Fund. It was the consensus of the Trustees that the Fund had not achieved economies of scale, and they agreed to revisit this in future years. The Trustees agreed with the Adviser’s assessment that, as the Fund grows, so will the complexity of the management of the Fund, requiring additional Adviser resources. The Trustees noted their satisfaction with the Fund’s growth over the past year, and indicated their belief that continued growth would bring some economies to the operations of the Fund and will reduce other Fund expenses to the benefit of shareholders, and agreed to monitor Fund growth and the appropriateness of breakpoints.
Profitability. The Board considered the profits realized by the Adviser in connection with the operation of the Fund and whether the amount of profit is a fair entrepreneurial profit for the management of the Fund. The Board noted that the Adviser reported receiving a profit that was modest in both percentage and dollar amount,
23
and expressed their satisfaction with the fact that the Adviser was able to manage the Fund on a cost effective basis even though its advisory fee was less than the peer group average. The Board concluded that the Adviser’s estimated level of profitability from its relationship with the Fund was not excessive.
Conclusion. During the Board’s deliberations, it was noted that the Board did not identify any single piece of information that was all-important or controlling with respect to the Advisory Agreement. Having requested and received such information from the Adviser as the Trustees believed to be reasonably necessary to evaluate the terms of the Advisory Agreement, and as assisted by the advice of Counsel, the Trustees concluded that the fee structure is reasonable, that renewal of the Advisory Agreement is in the best interests of the shareholders of the Fund and that the Board was satisfied with the overall performance of the Fund and satisfied with management.
24
PRIVACY NOTICE
Rev: April 2013
FACTS | WHAT DOES MULTI-STRATEGY GROWTH & INCOME FUND DO WITH YOUR PERSONAL INFORMATION? | |||
Why? | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. | |||
What? | The types of personal information we collect and share depend on the product or service you have with us. This information can include: | |||
■ | Social Security number | ■ | Purchase History | |
■ | Assets | ■ | Account Balances | |
■ | Retirement Assets | ■ | Account Transactions | |
■ | Transaction History | ■ | Wire Transfer Instructions | |
■ | Checking Account Information | |||
When you are no longer our customer, we continue to share your information as described in this notice. | ||||
How? | All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons The Multi-Strategy Growth & Income Fund chooses to share; and whether you can limit this sharing. |
Reasons we can share your personal information | Does Multi- Strategy Growth & Income Fund share? | Can you limit this sharing? |
For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | Yes | No |
For our marketing purposes – to offer our products and services to you | No | We don’t share |
For joint marketing with other financial companies | No | We don’t share |
For our affiliates’ everyday business purposes – information about your transactions and experiences | No | We don’t share |
For our affiliates’ everyday business purposes – information about your creditworthiness | No | We don’t share |
For nonaffiliates to market to you | No | We don’t share |
Questions? | Call 1-855-601-3841 |
Who we are | |||||
Who is providing this notice?
| Multi-Strategy Growth & Income Fund | ||||
What we do | |||||
How does Multi-Strategy Growth & Income Fund protect my personal information? | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.
Our service providers are held accountable for adhering to strict policies and procedures to prevent any misuse of your nonpublic personal information. | ||||
How does Multi-Strategy Growth & Income Fund collect my personal information? | We collect your personal information, for example, when you
■ Open an account
■ Provide account information
■ Give us your contact information
■ Make deposits or withdrawals from your account
■ Make a wire transfer
■ Tell us where to send the money
■ Tells us who receives the money
■ Show your government-issued ID
■ Show your driver’s license
We also collect your personal information from other companies. | ||||
Why can’t I limit all sharing? | Federal law gives you the right to limit only
■ Sharing for affiliates’ everyday business purposes – information about your creditworthiness
■ Affiliates from using your information to market to you
■ Sharing for nonaffiliates to market to you
State laws and individual companies may give you additional rights to limit sharing. | ||||
Definitions | |||||
Affiliates | Companies related by common ownership or control. They can be financial and nonfinancial companies.
■ Multi-Strategy Growth & Income Fund does not share with our affiliates. | ||||
Nonaffiliates | Companies not related by common ownership or control. They can be financial and nonfinancial companies
■ Multi-Strategy Growth & Income Fund does not share with nonaffiliates so they can market to you. | ||||
Joint marketing | A formal agreement between nonaffiliated financial companies that together market financial products or services to you.
■ Multi-Strategy Growth & Income Fund doesn’t jointly market. | ||||
Investment Advisor |
RJL Capital Management, LLC |
13520 Evening Creek Drive N. Suite 300 |
San Diego, CA 92128 |
Distributor |
Northern Lights Distributors, LLC |
17605 Wright Street |
Omaha, NE 68130 |
Legal Counsel |
Thompson Hine LLP |
41 South High Street, Suite 1700 |
Columbus, OH 43215 |
Independent Registered Public Accounting Firm |
BBD, LLP |
1835 Market Street, 26th Floor |
Philadelphia, PA 19103 |
How to Obtain Proxy Voting Information
Information regarding how the Fund voted proxies relating to portfolio securities for the 12 month period ended June 30th as well as a description of the policies and procedures that the Fund used to determine how to vote proxies is available without charge, upon request, by calling 1-855-601-3841 or by referring to the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.
How to Obtain 1st and 3rd Fiscal Quarter Portfolio Holdings
The Fund files its 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 SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC (1-800-SEC-0330). The information on Form N-Q is available without charge, upon request, by calling 1-855-601-3841.
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 Companies. Not applicable.
Item 6. Schedule of Investments. Schedule of investments in securities of unaffiliated issuers is included under Item 1.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Funds. Not applicable.
Item 8. Portfolio Managers of Closed-End Management Investment Companies. Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Funds. Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders. None
Item 11. Controls and Procedures.
(a) Based on an evaluation of the Registrant’s disclosure controls and procedures as of a date within 90 days of filing date of this Form N-CSR, the principal executive officer and principal financial officer of the Registrant have concluded that the disclosure controls and procedures of the Registrant are reasonably designed to ensure that the information required in filings on Form N-CSR is recorded, processed, summarized, and reported by the filing date, including that information required to be disclosed is accumulated and communicated to the Registrant’s management, including the Registrant’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
(b) There were no significant changes in the Registrant’s internal control over financial reporting that occurred during the Registrant’s last fiscal half-year that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
Item 12. Exhibits.
(a)(1) Not applicable.
(a)(2) Certifications required by Section 302 of the Sarbanes-Oxley Act of 2002 (and Item 11(a)(2) of Form N-CSR) are filed herewith.
(a)(3) Not applicable.
(b) Certifications required by Section 906 of the Sarbanes-Oxley Act of 2002 (and Item 11(b) of Form N-CSR) are filed herewith.
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) Multi-Strategy Growth & Income Fund
By (Signature and Title)
/s/ Raymond J. Lucia, Jr.
Raymond J. Lucia, Jr., Principal Executive Officer/President
Date 10/30/15
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/ Raymond J. Lucia, Jr.
Raymond J. Lucia, Jr., Principal Executive Officer/President
Date 10/30/15
By (Signature and Title)
/s/Stephanie Pimentel Holly
Stephanie Pimentel Holly, Principal Financial Officer/Treasurer
Date 10/30/15