Good morning. My name is Kevin, and I'll be your conference operator today. I would like to welcome everyone to the Virtus Investment Partners quarterly conference call. The slide presentation of this call is available in the Investor Relations section of the Virtus website, www.virtus.com. This call is also being recorded and will be available for replay on the Virtus website. [Operator Instructions] I would now like to turn the conference over to your host, Sean Rourke.

Thank you, Kevin, and good morning, everyone. On behalf of Virtus Investment Partners, I would like to welcome you to the discussion of our operating and financial results for the third quarter of 2020. Our speakers today are George Aylward, President and CEO of Virtus; and Mike Angerthal, Chief Financial Officer. Following their prepared remarks, we'll have a Q&A period. Before we begin, I direct your attention to the important disclosures on Page 2 of the slide presentation that accompanies this webcast. Certain matters discussed on this call may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and as such, are subject to known and unknown risks and uncertainties, including, but not limited to, those factors set forth in today's news release and discussed in our SEC filings. These risks and uncertainties may cause actual results to differ materially from those discussed in these statements. In addition to results presented on a GAAP basis, we use certain non-GAAP measures to evaluate our financial results. Our non-GAAP financial measures are not substitutes for GAAP financial results and should be read in conjunction with the GAAP results. Reconciliations of these non-GAAP financial measures to the applicable GAAP measures are included in today's news release and financial supplement, which are available on our website. Now I would like to turn the call over to George. George?

Thanks, Sean. Good morning, everyone, and thank you for joining us on our third quarter earnings conference call. We are pleased with the consistently strong operating performance that continued to be demonstrated in the quarter, which included positive net flows and strong sales, our highest level of assets under management revenues and earnings per share, continued excellent investment performance, disciplined expense management and an increased dividend and continued debt reduction. We're especially pleased with the positive net flows we generated in total and across product categories. Annualized organic growth exceeded 4% in the quarter and was nearly 3% over the trailing 12 months, which included the significant market disruption in the first quarter. Favorable trend in flows and sales reflect the differentiated nature of our investment strategies, consistent strong investment performance, and the breadth and effectiveness of our retail and institutional distribution. Turning to a review of the results. Our long-term assets under management at September 30 reached their highest level, increasing sequentially by nearly $8 billion or 7% to $115 billion as a result of both market appreciation and positive net flows. Total assets, which include liquidity strategies, ended the period at $116.5 billion. Sales momentum continued with $7.6 billion of inflows, representing our second best quarter of sales. While sales were down sequentially from the second quarter, that was largely due to meaningful flows last quarter into an existing institutional subadvisory mandate. Year-to-date sales were up 54% with significant increases in open-end funds, retail separate accounts and institutional. For the quarter, we had $1.2 billion of positive net flows with strong momentum in both retail separate accounts and open-end funds, continuing the trend we have seen over the past year. Retail separate accounts have delivered consistently positive net flows, reaching $1.1 billion in the third quarter, led by…

Thank you, George. Good morning, everyone. Starting with our results on Slide 7, Assets Under Management. At September 30, long-term assets were $115 billion, up 7% from $107.1 billion at June 30. The sequential increase reflected $7.1 billion of market appreciation and $1.2 billion of positive net flows. All asset classes contributed to AUM growth during the quarter, led by domestic and international equity, which increased 9% and 12%, respectively. Assets continued to be diversified by product type, with open-end funds, institutional and retail separate accounts representing approximately 38%, 32% and 21% of long-term AUM, respectively. In terms of asset classes, equity assets represented 70% of long-term AUM, with 77% of that in domestic equity and 23% in international. Fixed income assets declined as a percentage of total to 26% primarily due to the rise in equity markets during the period. We continue to generate strong relative investment performance across our strategies. As of September 30, approximately 80% of rated fund assets had 4 or 5 stars and 98% were in 3-, 4- or 5-star funds. We currently have 8 funds with AUM of $1 billion or more that are rated 4 or 5 stars, representing a diverse set of strategies from 4 different managers. In addition to this very strong fund performance, 96% of institutional assets and 100% of retail separate account assets were beating their benchmarks on a 3-year basis as of September 30, and 66% of institutional assets and 84% of retail separate account assets were outperforming their benchmarks on a 5-year basis. Also, 86% of institutional assets were exceeding the median performance of their peer groups on the same 5-year basis. Turning to Slide 8, Asset Flows. Net inflows of $1.2 billion in the third quarter represented a 4.3% annualized organic growth rate. For the trailing…

Thank you, Mike. Before we take your questions, I'd like to provide an update on the strategic partnership with Allianz Global Investors. During the third quarter, we received the necessary fund board approvals, and the fund's shareholder approval and consent process has commenced. We currently expect to close early in the first quarter of 2021. We're very excited about this partnership, which will add significant scale, further diversify our investment strategies with complementary and attractive offerings, and provide incremental growth opportunities. At September 30, Allianz' assets related to the partnership had increased to $25.7 billion and consisted of $16.8 billion of open-end funds, $5 billion of closed-end funds, $3.4 billion of separate accounts and $0.5 billion of institutional, with a blended fee rate of approximately 37 basis points. Investment performance on the assets continues to be very strong. On a combined basis for Virtus and Allianz, 80% of Morningstar-rated AUM would be in 4- or 5-star funds and 97% would be in 3, 4 and 5 star. Overall, we would have 39 4- or 5-star rated funds on a pro forma basis. As we indicated in July, the partnership is also financially compelling and will be immediately accretive. We have increased our estimated accretion to be at least 30% to earnings per share, as adjusted, based on the annualized third quarter results. We will provide more detail prior to the close. We'll now take your questions. Kevin, can you open up the line, please?

[Operator Instructions] Our first question comes from Jeremy Campbell with Barclays.

Before I ask my question here, I just want to clarify, George, on that Slide 15 you just ran through. The fee rates that you're showing there are net to Virtus, correct?

Yes. Yes, they're on a comparable basis to what we show for our other fees, so they are net.

Perfect. Perfect. And I know, George, we've spoken M&A at length in the past here, and really happy to see that Allianz accretion guide higher. But with Allianz being capital-light and Virtus is now basically delevered, and it seems like the asset manager M&A hot stove is heating up here, so just wondering if we can get your view on kind of the recent deal flow in the sector and maybe what the pipeline would look like for asset managers that have characteristics you would find attractive, with a good fit to Virtus.

Sure. Yes, so M&A or inorganic actions, more broadly, as we've always said, for us, we're very thoughtful that our long-term growth strategy to create shareholder value is not predicated on M&A. But that being said, given our business model and significant experience and success with M&A, that is a tool in our toolbox. And it gives us the flexibility to sort of look at it from the perspective of it being something to accelerate or expand or diversify future growth, and we can be thoughtful about that. So as we sort of look at the environment, and again, for some of the factors that you cite, we're currently -- we have organic growth, we have good investment performance, we have a low-end leveraged balance sheet. That gives us a lot of flexibility in terms of the kind of things we think about. We're not being required to do any kind of an M&A. So as I sort of look at that environment, which we've always been very active in and we're very selective, we continue to think that given our business model, as we sort of look to build out our portfolio of differentiated strategies, there's going to continue to be opportunities. We think we have a very compelling value proposition as it relates to that. And we look at the whole continuum. So those things which are very strategic in terms of adding product capabilities is sort of fundamental to our business model of being seen as a provider of very select, specialized, best-in-class boutique managers. But that being said, things that can unlock some of the scale and leveraging of our business model are also very attractive, and things that would expand our client base, diversifying from where it is. So we actually feel very well positioned for the reasons that I've sort of just discussed. That doesn't mean that we feel any necessity to do M&A for the sake of doing M&A, but we feel very optimistic about our relative attractiveness and the opportunity set that's out there.

Great. And then just maybe to follow up on the organic side. Obviously it's been pretty impressive here, especially once we kind of lap some of that bank loan headwind there. And you're kind of looking at a really good string of inflows, especially in equities, active equities, and that's an area where the industry has just seen a lot of structural outflows. I guess, when we take a step back here, what do you attribute the strength to for Virtus from an inflow perspective in face of all of these sector headwinds?

Yes. No, it's a great question. And again, I always start with -- it starts with our fundamental offering of a collection of very differentiated boutique managers that have distinctive strategies and approaches to investing, right? So we've never tried to generically offer all things to all people. So when you talk about equity, our equity managers, Kayne and SGA is just 2 examples, are very different, and their compelling nature of how they invest has made them attractive, right? So -- and then I add to that -- so it starts with, you really need to have good managers, good investment performance. I think in this competitive active versus passive and fee-conscious world, having truly differentiated managers that can distinguish themselves on a risk-adjusted basis, in particular, is really important. But then you need to have effective distribution. So we've generally said, we have to have both of those things working in tandem. And because of the diversity of our products, our thought is that we'll generally always have something that should be attractive to investors at a given point in time. And I'm glad that you sort of pointed out the loans. When loans are -- when one of our asset class is out of favor, we will participate. So even during that period where we had those outflows in loans, I think as you're sort of alluding to, beneath that, there was incredible strength in the rest of the products. And there'll be a time where loans, I don't know when it will be, will be our best-selling strategy. I just don't know whether it's 4 quarters or 8 quarters from now. That's sort of the point of what we do with our portfolio of differentiated managers and offerings is really to have that holistic full set of building blocks that I think because they're differentiated from other strategies, and I think our distribution and our marketing resources are very focused on being consultative and really thoughtful around how they position it. And then lastly, the other thing I'll say is we don't make money from raising assets, we make money from retaining assets. So a lot of the work that we do is really about making sure that we sell something correctly that, therefore, has a longer life, which then ultimately creates more accretion and profitability to the bottom line.

Our next question comes from Sumeet Mody with Piper Sandler.

Just one more on the Allianz partnership. It's nice to see the added detail around AUM levels and net performance. Just wondering how the flow profile has kind of looked over the last quarter and through October, particularly the SMAs and the subadvised block being advised by Allianz, how that's been doing. And we noticed a couple of the retail funds have liquidated last month, so just any color there would be helpful, too.

Well, on the first part, so in terms of the flows for their funds, obviously they're not our fund, so we're not going to give a lot of clarity in terms of the activities that are going on there, nor do we think the activity in their fund flows will necessarily be indicative of what it should look like, what's in our portfolio model, but they've generally done well, right, so -- in terms of their funds. On the second piece, some of the other actions that they had previously taken in terms of their fund offering lineup are really sort of not related to the funds that we will be taking on as part of our strategic partnership. Mike, do you want to add anything?

No. I think you covered it. And we've provided some detail by asset and product type in the slide. And I think we alluded to the fact that the AUM in total grew about 7% from the June 30 level. So -- and as George alluded to, the investment performance up and down that product lineup is very strong and it complements our offerings very nicely.

Yes. And that -- I want to highlight that point of piece because that's a piece that, I think, some people may not be focusing on as much. They are really good products. And if you went through the performance numbers that I provided, we've always been very proud of our investment performance profile particularly on the fund side and the Morningstar side. Theirs is just as good. And so it's a very compelling product. It is complementary to what we have. And again, if you look at the asset growth numbers, you can obviously from that derive that those funds even in the midst of the change of control kind of activity are doing quite well.

Great. And then just wanted to shift over actually to the UCITS flows. I saw some particular strength over the last couple of quarters, particularly SGA's Global Growth and then U.S. Small-Cap Focused Funds. I'm wondering if you can talk about that strength and kind of the outlook for that asset class.

Yes. We don't spend a lot of time talking about the offshore products and the offshore funds. And our approach to that, just as a reminder, was several years ago we launched and incubated several products in anticipation of building very compelling track records, which, knock wood, our managers, SGA, Kayne, Newfleet, Seix, have all done a really good job of building very compelling track record and we've then been supporting and adding to that some distribution. So we're actually very pleased that we've seen some of that growth in there. And again, it's because some of those strategies are just very strong performers. And we do look to that as one of those areas of opportunities for us going forward now that those funds have gathered assets, they've built track records that are very compelling. So whether it would be on the smaller institutional side or even potentially in retail, for different of those funds, I think there is a very interesting compelling opportunity set outside the U.S.

Our next question comes from Mike Carrier with Bank of America.

I think you guys mentioned, on the institutional side, some wins with new clients despite the 1 lumpy redemption. So just wanted to get some color on the traction that you have been seeing in that channel, including the number of your new clients or more mandates by current clients. And then just curious on the one redemption in the quarter, if that was performance related or something else had driven that.

Mike?

Yes. Michael, it's Mike Angerthal. So on the redemption, I'll hit that one first. It was a 0.6 redemption from a single client. And it was a product that we have been managing at one of our affiliates since 2012, so over 8 years, and the client internalized those portfolio management activities. So nothing to do with performance, and a single internalization. With respect to new mandates, they're really balanced. And we had flows both in new mandates as well as in existing accounts. And the new mandates, it was good to see that traction because it was across really 4 of our affiliates. We had contributions balanced from SGA, which we've been talking about, and Kayne, which we've been talking about. But we also had new mandates from Duff and Seix. So real good, balanced contribution, and we think that really supports some of the traction that we've been talking about. And although the sales levels were down period-over-period, it is important to note that institutional sales were our second highest level on record. So if you kind of strip out that 1 significant mandate last quarter into an existing account, we have been really consistent in seeing some traction on the institutional side. So we're generally pleased with that.

Okay. And then just on the product side, it seems like the closed-end fund market is picking up a bit and there's more demand for these structures and certain strategies. And given that Virtus has been, I'd say, fairly innovative and close to distribution partners over time, just curious if you see some more opportunities [ in that space ].

Yes. Again, we think it's a great product structure. We do think that closed-end funds really are a compelling element of a retail investor's portfolio. So we continue to look at areas where we can use either existing or combinations of existing and newer strategies into that market. So we're pleased to see activity in that space because we do think it is something that investors should be thoughtful about. And I think our strategies and managers sort of are well positioned for those types of things. So we continue to look at that as an area of opportunity as well.

Our next question comes from Michael Cyprys with Morgan Stanley.

I just wanted to follow up on the international distribution UCITS products. And so far it looks like you have about $4 billion of international-domiciled AUM, if I have that right here. I guess just the question around how are you approaching distribution internationally? Who are you partnering with? What sort of channels are you looking at? How are you approaching that differently versus distribution in the U.S.? And at what point would it make sense to maybe further accelerate that through inorganic means on the international side?

Well, yes, on the last piece, so we do see growing our non-U.S. client base as a very high long-term strategic priority. So we agree with that. And again, I think that can be done through organically growing and investing in that business. That is also something else we would look at in terms of inorganic kinds of opportunities. In terms of our current base and what our distribution is in the non-U.S. market, so some of that is very affiliate-centric in terms of individual affiliated managers who have very successfully obtained mandates from non-U.S. clients, and some have a bigger book than others. So for us, it is still a smaller part of our business. Some of our affiliates have made great success. We have some non-U.S. resources that are available to support those that need the support. And then on the UCITS side, that's really sort of a combination of both non-U.S. clients as well as non-U.S. citizen residents here in the U.S. market. So we actually distribute some of the UCITS both outside the U.S. as well as in other channels here in the U.S. to nonresidents. So we look at all of those elements to grow, and our model is sort of very flexible in terms of how we can sort of support growth on the retail side, both U.S. and then, ultimately, non-U.S. And on the institutional side, it's a mix of individual affiliate activities as well as Virtus-supported activities for our collection of affiliates. And we think there's a great opportunity for all of our managers out there because many of them just have a lot of opportunity outside the U.S. where they're not as well known as they would be here in the U.S., particularly in the U.S. retail market.

Great. And then just maybe a follow-up on the SGA business and transaction you guys had done a couple years ago. Can you just talk about how that's performing relative to your expectations, relative to maybe what you thought around the time you had announced the transaction? What metrics are you looking at to assess that as well?

Well, I mean, I'd start with my original impression, and my thoughts of them was they were a phenomenal firm and a great team. And they have met and exceeded those expectations, and that really everything in my mind sort of comes from that. So they've done a phenomenal job in terms of the quality and the discipline of managing of their clients' assets, their thoughtfulness about how they approach their overall business. I think in partnering with us, I think we have more things to help make it more supportive for them in certain of the markets. So I think as we sort of look at what we expected there, they've done a great job. It has met or exceeded any expectations we've got.

Great. And then maybe just a quick -- if I could get another one in here quickly. Just on the AGI transaction, you mentioned that you're looking for that to provide incremental growth opportunities for Virtus. Can you just elaborate on that? And what would you say are the top couple of areas that you're most excited about in terms of additive to growth?

Yes. Well, if you look at their product -- I sort of went back to a point on the product. So again, I'm pleased that people are focused in on the accretion, that people are looking in at the financial benefits, but the actual products are very compelling. And we do think actually adding them -- because they sort of expand in some of the multi-asset class and including in some of the ESG side, some other very interesting product offerings that are not currently in our product portfolio. So we see those as growth opportunities because, again, it completes our set of building blocks of a well-diversified portfolio. So we sort of look to that. And then in one of the elements of that transaction we'll actually establish a new boutique affiliate. And I think in our model, I think, there'll be opportunities there particularly -- not only in the retail on the separate account side but also outside and in more of an institutional orientation. So again, more to come. We're very happy with the investment performance. We're very happy with the transaction, and we look forward to closing.

This concludes our question-and-answer session. I would like to turn the conference back over to Mr. Aylward.

Okay. I want to thank everyone for joining us today. And we certainly encourage you to call if you have any further questions. Stay safe.

That concludes today's call. Thank you for participating. You may now disconnect.