As filed with the Securities and Exchange Commission on April 30, 2013
File No. 033-05033
File No. 811-04642
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
Under
the SECURITIES ACT OF 1933
| Pre-Effective Amendment No. | ||
| Post-Effective Amendment No. 70 | x |
and/or
REGISTRATION STATEMENT
Under
| the INVESTMENT COMPANY ACT OF 1940 | ¨ | |
| Amendment No. 72 | x |
(Check appropriate box or boxes)
Virtus Variable Insurance Trust
(Exact Name of Registrant as Specified in Charter)
Area Code and Telephone Number: (800) 248-7971
100 Pearl Street
Hartford, CT 06103
(Address of Principal Executive Offices)
Kevin J. Carr, Esq.
Counsel
Virtus Investment Partners, Inc.
100 Pearl St.
Hartford, Connecticut 06103
(Name and Address of Agent for Service)
Copies of All Correspondence to:
Stacy H. Louizos, Esq.
Sullivan & Worcester LLP
1290 Avenue of the Americas
New York, NY 10104
It is proposed that this filing will become effective (check appropriate box):
| x | immediately upon filing pursuant to paragraph (b) |
| ¨ | on pursuant to paragraph (b) of Rule 485 |
| ¨ | 60 days after filing pursuant to paragraph (a)(1) |
| ¨ | on or at such later date as the Commission shall order pursuant to paragraph (a)(2) |
| ¨ | 75 days after filing pursuant to paragraph (a)(2) |
| ¨ | on pursuant to paragraph (a)(2) of Rule 485. |
If appropriate, check the following box:
| ¨ | this post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
VIRTUS VARIABLE INSURANCE TRUST
PROSPECTUS
Virtus Capital Growth Series
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The Prospectus describes the Virtus Capital Growth Series (the Series), which is available as an underlying investment through a variable life insurance policy or a variable annuity contract (a variable contract). For information about your variable contract, including information about insurance-related expenses, see the prospectus for your variable contract.
The Securities and Exchange Commission has not approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Please carefully consider the investment objectives, risks, charges and expenses of the Series before investing. For this and other information about any Virtus Variable Insurance Trust series, call 800-367-5877 or visit virtus.com for a prospectus. Read it carefully before you invest. |
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May 1, 2013
Not FDIC Insured No Bank Guarantee May Lose Value |
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Virtus Capital Growth Series
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Virtus Capital Growth Series
The Series has an investment objective of long-term growth of capital.
The following table describes the fees and expenses you may pay if you buy and hold shares of the Virtus Capital Growth Series. The table does not include any fees or sales charges imposed under the variable contracts for which the Series is an investment option. If they were included, your costs would be higher.
| Shareholder Fees (fees paid directly from your investment): | None |
| Annual Series Operating Expenses (expenses that you pay each year as a percentage of the value of your investment): | Class A | |||
| Management Fees | 0.70% | |||
| Distribution and/or Service (12b-1) Fees | 0.25% | |||
| Other Expenses (1) | 0.18% | |||
| Total Annual Series Operating Expenses | 1.13% | |||
| Less: Expense Reimbursements (2) | (0.10%) | |||
| Net Annual Series Operating Expenses ( 2 ) | 1.03% | |||
| (1) | Restated to reflect current expenses. |
| (2) | The Series investment adviser has contractually agreed to limit the Series total annual operating expenses (excluding interest, taxes, extraordinary expenses, and acquired fund fees and expenses, if any) so that such expenses do not exceed 1.03%, through April 30, 2014. After April 30, 2014, the adviser may discontinue this expense reimbursement arrangement at any time. Under certain conditions, the adviser may recapture operating expenses reimbursed under an expense reimbursement arrangement for a period of three years following the fiscal year in which such reimbursement occurred. |
Example
This example is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Series for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Series total operating expenses remain the same. The example does not reflect variable contract fees and charges, and if it did, the costs shown would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
| Class A | $105 | $349 | $613 | $1,366 | ||||||||||||
Portfolio Turnover
The Series pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in Annual Series Operating Expenses or in the Example, affect the Series performance. During the most recent fiscal year, the Series portfolio turnover rate was 16% of the average value of its portfolio.
Principal Investment Strategies
The Series invests in a select group of large-cap growth companies believed to be undervalued relative to their future growth potential. The investment strategy emphasizes companies the subadviser believes to have a sustainable competitive advantage, strong management and low financial risk, and to be able to grow over market cycles.
Under normal conditions, the Series invests at least 80% of its assets in equity securities of large capitalization companies. As of the date of this Prospectus, the subadviser considers large capitalization companies for this purpose to be those companies that, at the time of initial purchase, have market capitalizations within the range of the Russell 1000 ® Growth Index. Generally, the Series invests in approximately 30-50 securities at any given time.
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The Series may not achieve its objective, and it is not intended to be a complete investment program. The value of the Series investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of the Series investments decreases, you will lose money. Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the Series invests can be worse than expected, and investments may fail to perform as the subadviser expects. As a result, the value of your shares may decrease. The principal risks of investing in the Series are:
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Equity Securities Risk. The risk that events negatively affecting issuers, industries or financial markets in which the Series invests will impact the value of the stocks held by the Series and thus, the value of the Series shares over short or extended periods. |
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Growth Stocks Risk. The risk that the Series investments in growth stocks will be more volatile than investments in other types of stocks, or will perform differently from the market as a whole and from other types of stocks. |
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Limited Number of Investments Risk. The risk that the Series portfolio will be more susceptible to factors adversely affecting issuers of securities in the Series portfolio than would a fund holding a greater number of securities. |
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Market Volatility Risk. The risk that the value of the securities in which the Series invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods. |
The following bar chart and table provide some indication of the risks of investing in the Series. The bar chart shows changes in the Series performance from year to year over a 10-year period. The table shows how the Series average annual returns compare to those of a broad-based securities market index (the S&P 500 ® Index) and a more narrowly based benchmark that reflects the market sectors in which the Series invests (the Russell 1000 ® Growth Index). The Series past performance is not necessarily an indication of how the Series will perform in the future. The Series returns in the chart and table do not reflect the deduction of any separate account or variable contract charges. The returns would have been less than those shown if such charges were deducted.
Calendar Year Annual Total Returns for Class A Shares
| Best Quarter: 1Q/2012: 16.59% | Worst Quarter: 3Q/2011: -20.30% | Year to date (3/31/13): 6.89% |
| Average Annual Total Returns (for the periods ended 12/31/12) | 1 Year | 5 Years | 10 Years | |||||||
| Class A | 13.76% | -0.83% | 4.21% | |||||||
| S&P 500 ® Index (does not reflect fees or expenses) | 16.00% | 1.66% | 7.10% | |||||||
| Russell 1000 ® Growth Index (does not reflect fees or expenses) | 15.26% | 3.12% | 7.52% | |||||||
Updated performance information is available at virtus.com or by calling 800-367-5877.
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The Adviser and Subadviser
Virtus Investment Advisers, Inc. (VIA) is the investment adviser to the Series.
Kayne Anderson Rudnick Investment Management, LLC (Kayne), an affiliate of VIA, is the subadviser to the Series (since September 2011).
Portfolio Managers
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Doug Foreman, CFA, Co-chief Investment Officer and Director of Equities at Kayne. Mr. Foreman has served as a Portfolio Manager of the Series since November 2011. |
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Gregory Toppe, CFA, Portfolio Manager and Senior Research Analyst at Kayne. Mr. Toppe has served as a Portfolio Manager of the Series since November 2011. |
Purchase and Sale of Series Shares
The Series does not offer its shares to the general public. The Series currently offers shares only to the separate accounts of participating insurance companies. Virtus Variable Insurance Trust (the Trust), of which the Series is a separate investment portfolio, has entered into an agreement with the insurance company sponsor of each separate account (participation agreement) setting forth the terms and conditions pursuant to which the insurance company will purchase and redeem shares of the Series. For information concerning the purchase of units of the separate accounts, see the variable contract prospectus.
Since the separate accounts are the only shareholders of the Series, no discussion is included herein as to the federal income tax consequences at the shareholder level. For information concerning the federal income tax consequences to the purchasers of variable contracts, see the variable contract prospectus which describes the particular separate account and variable contract.
Payments to Insurance Companies and Other Financial Intermediaries
Series shares are generally available only through intermediaries, i.e. , the separate accounts. The Series (and/or its related companies) may pay the insurance companies (and/or their related companies) for distribution and/or other services; some of the payments may, in turn, go to broker-dealers and other financial intermediaries. For example, the Series may make payments for sub-transfer agency services to one or more of the insurance companies. Such payments may create a conflict of interest for an intermediary by influencing the intermediarys investment recommendations, or be a factor in the insurance companys decision to include the Series as an underlying investment option in a variable contract. Ask your salesperson or review your variable contract prospectus for more information.
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More About Principal Investment Strategies
Under normal circumstances, the Series invests at least 80% of its assets in equity securities of large capitalization companies. As of the date of this Prospectus, the subadviser considers large capitalization companies for this purpose to be those companies that, at the time of initial purchase, have market capitalizations within the range of companies included in the Russell 1000 ® Growth Index. Because large capitalization companies are defined by reference to an index, the market capitalization of companies in which the Series may invest may vary with market conditions. As of December 31, 2012, the market capitalization range of companies included in the Russell 1000 ® Growth Index was $418 million to $498 billion. The Series policy of investing 80% of its assets in large capitalization companies may be changed only upon 60 days written notice to shareholders.
The subadviser uses a strategy emphasizing consistently growing, highly profitable, low-debt companies with rising cash flows, which the subadviser deems to be of high quality. If a company meets these criteria, the subadviser researches and analyzes that companys strength of management, relative competitive position in the industry, and its financial structure. A proprietary model is used to determine relative value. Generally, the Series invests in approximately 30-50 securities at any given time.
The subadvisers sell discipline seeks to dispose of holdings that, among other things, achieve a target price, or are the subject of negative developments individually or as an industry, or as necessary to provide funding to upgrade and improve portfolio holdings or meet diversification requirements.
Temporary Defensive Strategy: During periods of adverse market conditions, the Series may take temporary defensive positions that are inconsistent with its principal investment strategies by holding all or part of its assets in cash or short-term money market instruments including obligations of the U.S. Government, high-quality commercial paper, certificates of deposit, bankers acceptances, bank interest-bearing demand accounts, and repurchase agreements secured by U.S. Government securities. When this allocation happens, the Series may not achieve its objective.
Please see More About Principal Risks for information about the risks of investing in the Series.
Equity Securities Risks
Generally, prices of equity securities are more volatile than those of fixed income securities. The prices of equity securities will rise and fall in response to a number of different factors. In particular, equity securities will respond to events that affect entire financial markets or industries (such as changes in inflation or consumer demand) and to events that affect particular issuers (such as news about the success or failure of a new product). Equity securities also are subject to stock market risk, meaning that stock prices in general may decline over short or extended periods of time. When the value of the stocks held by the Series goes down, the value of the Series shares will be affected.
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Growth Stocks Risk. Growth stocks can react differently to issuer, political, market, and economic developments than the market as a whole and other types of stocks. Growth stocks also tend to be more expensive relative to their earnings or assets compared to other types of stocks, and as a result they tend to be sensitive to changes in their earnings and more volatile than other types of stocks. |
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Large Market Capitalization Companies Risk. The value of investments in larger companies may not rise as much as smaller companies, or larger companies may be unable to respond quickly to competitive challenges, such as changes in technology and consumer tastes. |
Limited Number of Investments Risk
Because the Series invests in a limited number of securities, the Series portfolio will be more susceptible to factors adversely affecting issuers of securities in the Series portfolio than would a fund holding a greater number of securities.
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Market Volatility Risk
The value of the securities in which the Series invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods.
Instability in the financial markets has exposed the Series to greater market and liquidity risk and potential difficulty in valuing portfolio instruments that it holds. In response to financial markets that experienced extreme volatility, and in some cases a lack of liquidity, the U.S. Government has taken a number of unprecedented actions, including acquiring distressed assets from financial institutions and acquiring ownership interests in those institutions. The implications of government ownership and disposition of these assets are unclear. Additional legislation or government regulation may also change the way in which funds themselves are regulated, which could limit or preclude the Series ability to achieve its investment objective.
The Adviser
VIA has served as the investment adviser to the Series since November 2010. VIA, located at 100 Pearl Street, Hartford, CT 06103, acts as the investment adviser for over 50 mutual funds and as adviser to institutional clients. As of December 31, 2012, VIA had approximately $29.8 billion in assets under management. VIA has acted as an investment adviser for over 80 years and is an indirect wholly-owned subsidiary of Virtus Investment Partners, Inc., a publicly traded multi-manager asset management business.
Pursuant to the Investment Advisory Agreement with the Series and subject to the direction of the Trusts Board of Trustees, VIA is responsible for managing the Series investment program in conformity with the stated policies of the Series as described in this prospectus. VIA, with the approval of the Trusts Board of Trustees, has selected Kayne, an affiliate of VIA, to serve as subadviser and perform the day-to-day portfolio management of the Series. Kayne, subject to the supervision of VIA, is responsible for deciding which securities to purchase and sell for the Series and for placing the Series transactions.
The Series pays VIA an investment management fee that is accrued daily against the value of the Series net assets at the following annual rate:
| 1 st $250 million | $250+ million through $500 million | Over $500 million | ||
| 0.70% | 0.65% | 0.60% |
For its last fiscal year, the Series paid advisory fees at the rate 0.70% of its average net assets.
The Trust has entered into an expense limitation agreement with VIA whereby VIA has agreed to reimburse the Series for expenses necessary or appropriate for the operation of the Series (excluding interest, taxes, extraordinary expenses, and acquired fund fees and expenses, if any) to the extent that such expenses exceed 1.03% of the Series average net assets). This expense limitation agreement is in place through April 30, 2014. After April 30, 2014, VIA may discontinue this expense reimbursement arrangement at any time. Under certain conditions, VIA may recapture operating expenses reimbursed under an expense reimbursement arrangement for a period of three years following the fiscal year in which such reimbursement occurred.
VIA serves as a manager of managers of the Series. In this capacity, VIA: (i) sets the Series overall investment strategies; (ii) evaluates, selects, and recommends to the Board one or more subadvisers needed to manage all or part of the assets of the Series; (iii) monitors and evaluates the subadvisers investment programs and results as well as the performance of the subadvisers relative to the applicable benchmark indexes; and (iv) reviews the Series compliance with its investment objectives, policies and restrictions.
The Trust and VIA have each received an exemptive order from the Securities and Exchange Commission (SEC) that permits VIA, subject to certain conditions and without the approval of shareholders to: (a) employ a new unaffiliated subadviser for a Series pursuant to the terms of a new subadvisory agreement, in each case either as a replacement
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for an exiting subadviser or as an additional subadviser; (b) change the terms of any subadvisory agreement; and (c) continue the employment of an existing subadviser on the same subadvisory agreement terms where an agreement has been assigned because of a change in control of the subadviser. In such circumstances, shareholders would receive notice of such action, including the information concerning the new subadviser that normally is provided in a proxy statement.
The Subadviser
Kayne has served as subadviser to the Series since September 2011. Kayne, an affiliate of VIA, is located at 1800 Avenue of the Stars, 2 nd Floor, Los Angeles, CA 90067. Kayne acts as subadviser to mutual funds and as investment adviser to institutions and individuals. As of December 31, 2012, Kayne had approximately $6.9 billion in assets under management.
From its investment advisory fee, VIA, not the Series, pays Kayne for its subadvisory services at the rate of 50% of the net advisory fee.
Board of Trustees Approval of Investment Advisory and Subadvisory Agreements
The Trusts annual report to shareholders for the year ended December 31, 2012 contains a discussion regarding the basis for the Trusts Board of Trustees approval of the investment advisory and investment subadvisory agreements for the Series.
Portfolio Management
The following individuals are the members of the team of equity investment professionals jointly and primarily responsible for the day-to-day management of the Series portfolio.
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Doug Foreman, CFA. Mr. Foreman has served as a Portfolio Manager since 2011. Mr. Foreman is Co-Chief Investment Officer, Director of Equities and a member of the Executive Management Committee at Kayne. Before joining Kayne in 2011, he was director of equities at HighMark Capital Management (2009 to 2011). Prior to HighMark, Mr. Foreman was retired for two years (2007 to 2008) and was group managing director and chief investment officer of U.S. equities at Trust Company of the West (TCW) (1994 to 2006). |
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Gregory Toppe, CFA. Mr. Toppe has served as a Portfolio Manager since 2011. Mr. Toppe is a Portfolio Manager and Senior Research Analyst at Kayne, with primary research responsibilities for the large cap industrial sector. Before joining Kayne in 2008, he was an equity analyst at Mt. Eden Investment Advisors (2006 to 2008). Prior to that, he was a research analyst and portfolio specialist at Fisher Investments (2000 to 2004) and earned an MBA from the University of Wisconsin (2004 to 2006). |
The statement of additional information (SAI) provides additional information about the portfolio managers compensation, other accounts managed by the portfolio managers and the portfolio managers ownership of securities in the Series.
Other Investment Strategies and Risks
Information about the Series principal investment strategies and risks appears in the Fund Summary section and the sections entitled More About Principal Investment Strategies and More About Principal Risks above. The information below describes other investment strategies that the Series may use that are not principal strategies and the risks of those strategies, arranged in alphabetical order. Further descriptions of these investment strategies and practices can be found in the SAI.
The greater an investment in a particular asset class by the Series, the greater the impact to the Series of the risks related to the class.
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Debt Securities
Debt securities are subject to various risks, the most prominent of which are credit risk and interest rate risk. These risks can affect a securitys price volatility to varying degrees, depending upon the nature of the instrument. Risks associated with investing in debt securities include the following:
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Call Risk. The risk that issuers will prepay fixed rate obligations when interest rates fall. A Series holding callable securities therefore may be forced to reinvest in obligations with lower interest rates than the original obligations and otherwise may not benefit fully from the increase in value that other fixed income securities experience when rates decline. |
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Credit Risk. There is a risk that the issuer of a security will fail to pay interest or principal in a timely manner, or that negative perceptions of the issuers ability to make such payments will cause the price of the security to decline. Debt securities rated below investment-grade are especially susceptible to this risk. |
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Income Risk. The income shareholders receive from the Series is based primarily on the dividends and interest the Series earns from its investments, which can vary widely over the short- and long-term. If prevailing market interest rates drop, distribution rates of the Series preferred stock holdings and any bond holdings could drop as well. The Series income also would likely be affected adversely when prevailing short-term interest rates increase. |
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Interest Rate Risk. The values of debt securities usually rise and fall in response to changes in interest rates. Declining interest rates generally increase the value of existing debt instruments, and rising interest rates generally decrease the value of existing debt instruments. Changes in a debt instruments value usually will not affect the amount of interest income paid to the Series, but will affect the value of the Series shares. Interest rate risk is generally greater for investments with longer maturities. |
Certain securities pay interest at variable or floating rates. Variable rate securities reset at specified intervals, while floating rate securities reset whenever there is a change in a specified index rate. In most cases, these reset provisions reduce the effect of changes in market interest rates on the value of the security. However, some securities do not track the underlying index directly, but reset based on formulas that can produce an effect similar to leveraging; others may also provide for interest payments that vary inversely with market rates. The market prices of these securities may fluctuate significantly when interest rates change.
Some investments give the issuer the option to call or redeem an investment before its maturity date. If an issuer calls or redeems an investment during a time of declining interest rates, the Series might have to reinvest the proceeds in an investment offering a lower yield, and therefore it might not benefit from any increase in value as a result of declining interest rates.
Derivatives
The Series may enter into derivative transactions (contracts whose value is derived from the value of an underlying asset, index or rate) including futures, options, non-deliverable forwards, forward foreign currency exchange contracts and swap agreements. The Series may use derivatives to hedge against factors that affect the value of its investments, such as interest rates and foreign currency exchange rates. The Series may also utilize derivatives as part of its overall investment technique to gain or lessen exposure to various securities, markets and currencies.
Derivatives typically involve greater risks than traditional investments. It is generally more difficult to ascertain the risk of, and to properly value, derivative contracts. The prices of derivatives may move in unexpected ways, especially in abnormal market conditions. Derivatives are usually less liquid than traditional securities and are subject to counterparty risk (the risk that the other party to the contract will default or otherwise not be able to perform its contractual obligations). In addition, some derivatives transactions may involve potentially unlimited losses. Derivative contracts entered into for hedging purposes may also subject the Series to losses if the contracts do not correlate with the assets, indexes or rates they were designed to hedge. Gains and losses derived from hedging transactions are, therefore, more dependent upon the subadvisers ability to correctly predict the movement of the underlying asset prices, indexes or rates. The Series use of derivatives may also increase the amount of taxes payable by shareholders or the resources required by the Series or its adviser to comply with particular regulatory requirements.
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Foreign Investing
Investing in securities of non-U.S. companies involves special risks and considerations not typically associated with investing in U.S. companies, and the values of non-U.S. securities may be more volatile than those of U.S. securities. The values of non-U.S. securities are subject to economic and political developments in countries and regions where the issuers operate or are domiciled, or where the securities are traded, such as changes in economic or monetary policies, and to changes in currency exchange rates. Values may also be affected by restrictions on receiving the investment proceeds from a non-U.S. country.
In general, less information is publicly available about non-U.S. companies than about U.S. companies. Non-U.S. companies are generally not subject to the same accounting, auditing and financial reporting standards as are U.S. companies. Certain foreign issuers classified as passive foreign investment companies may be subject to additional taxation risk.
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Currency Rate Risk. Because the foreign securities in which the Series invests generally trade in currencies other than the U.S. dollar, changes in currency exchange rates will affect the Series net asset value, the value of dividends and interest earned, and gains and losses realized on the sale of securities. Because the value of the Series shares is calculated in U.S. dollars, it is possible for the Series to lose money by investing in a foreign security if the local currency of a foreign market depreciates against the U.S. dollar, even if the local currency value of the Series holdings goes up. Generally, a strong U.S. dollar relative to such other currencies will adversely affect the value of the Series holdings in foreign securities. |
Leverage
When the Series makes investments in futures contracts, forward contracts, swaps and other derivative instruments, the futures contracts, forward contracts, swaps and certain other derivatives provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. When the Series uses leverage through activities such as borrowing, entering into short sales, purchasing securities on margin or on a when-issued basis, or purchasing derivative instruments in an effort to increase its returns, the Series has the risk of magnified capital losses that occur when losses affect an asset base, enlarged by borrowings or the creation of liabilities, that exceeds the net assets of the Series. The value of the shares of the Series when it employs leverage will be more volatile and sensitive to market movements. Leverage may also involve the creation of a liability that requires the Series to pay interest.
Mortgage-Backed and Asset-Backed Securities
Mortgage-backed securities represent interests in pools of residential mortgage loans purchased from individual lenders by a federal agency or originated and issued by private lenders. Asset-backed securities represent interests in pools of underlying assets such as motor vehicle installment sales or installment loan contracts, leases of various types of real and personal property, and receivables from credit card agreements. These two types of securities share many of the same risks.
The impairment of the value of collateral or other assets underlying a mortgage-backed or asset-backed security, such as that resulting from non-payment of loans, may result in a reduction in the value of such security and losses to the Series.
Early payoffs in the loans underlying such securities may result in the Series receiving less income than originally anticipated. The variability in prepayments will tend to limit price gains when interest rates drop and exaggerate price declines when interest rates rise. In the event of high prepayments, the Series may be required to invest proceeds at lower interest rates, causing the Series to earn less than if the prepayments had not occurred. Conversely, rising interest rates may cause prepayments to occur at a slower than expected rate, which may effectively change a security which was considered short- or intermediate-term into a long-term security. Long-term securities tend to fluctuate in value more widely in response to changes in interest rates than shorter-term securities.
Securities Lending
The Series may loan portfolio securities with a value up to one-third of its total assets to increase its investment returns. If the borrower is unwilling or unable to return the borrowed securities when due, the Series can suffer losses. In
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addition, there is a risk of delay in receiving additional collateral or in the recovery of the securities, and a risk of loss of rights in the collateral, in the event that the borrower fails financially. There is also a risk that the value of the investment of the collateral could decline, causing a loss to the Series.
Short-Term Investments
The Series may invest in short-term investments, which may include money market instruments, repurchase agreements, certificates of deposit, bankers acceptances and other short-term instruments that are not U.S. Government securities. These securities generally present less risk than many other investments, but they are generally subject to credit risk and may be subject to other risks as well.
The Trust, on behalf of each series of the Trust, including Class A Shares of the Capital Growth Series, has adopted a plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the Distribution Plan). Pursuant to the Distribution Plan, the Trust has entered into a Distribution Agreement relating to the Distribution Plan with VP Distributors, LLC (the Distributor) located at 100 Pearl Street, Hartford, CT 06103. The Distributor is an affiliate of the adviser, and serves as principal underwriter for the Trust. The Distribution Plan permits the use of Series assets to help finance the distribution of the shares of the Series.
Under the Distribution Plan, the Trust, on behalf of each Series, is permitted to pay to the Distributor (who may in turn pay other service providers) up to a total of 0.25% of the average daily net assets of Class A of the Series, as payment for services rendered in connection with the distribution of shares. Because these fees are paid out of Series assets on an ongoing basis, over time these costs will increase the cost of your investment and may cost you more than other types of sales charges.
More About the Trust and the Series
Organization of the Trust
The Trust was organized as a Massachusetts business trust on February 18, 1986. It was subsequently reorganized into a Delaware statutory trust on February 14, 2011. The Trust currently consists of nine series of which the Series is one. The Trusts business and affairs are managed by its Board of Trustees.
Shares of Beneficial Interest
Shares (including fractional shares) of the Series have equal rights with regard to voting, redemptions, dividends, distributions and liquidations with respect to the Series. All voting rights of the separate accounts as shareholders are passed through to the variable contract owners. Shareholders of all series of the Trust currently vote on the election of Trustees and other matters. On matters affecting an individual series such as the Series (such as approval of an advisory or subadvisory agreement or a change in fundamental investment policies), a separate vote of that series is required. On matters affecting an individual class (such as approval of matters relating to a Distribution Plan for a particular class of shares), a separate vote of that class is required. The Trust is not required to hold annual shareholder meetings.
Series shares attributable to any insurance company assets and Series shares for which no timely instructions from variable contract owners are received will be voted by the appropriate insurance company in the same proportion as those shares for which instructions are received.
The assets received by the Trust for the issue or sale of shares of the Series, and all income, earnings, profits and proceeds thereof, subject only to the rights of creditors, are allocated to the Series, and constitute the underlying assets of the Series. The underlying assets of the Series are required to be segregated on the books of account, and are to be charged with the expenses of the Series and with a share of the general expenses of the Trust. Any general expenses of the Trust not readily identifiable as belonging to a particular series shall be allocated by or under the direction of the Trustees in such manner as the Trustees determine to be fair and equitable.
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Taxes
The Trust intends for the Series to qualify as a regulated investment company (RIC) by satisfying the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code), including requirements with respect to diversification of assets, distribution of income, and sources of income. In general, a series that qualifies as a RIC will be relieved of federal income tax on its net investment income and net capital gains distributed to its shareholders. In addition, the Trust intends for the Series to comply with the investment diversification requirements for variable contracts contained in the Code. Moreover, the Trust intends to distribute sufficient net investment income and net capital gains of the Series to avoid imposition of any federal excise tax.
Accordingly, the Trust intends that, at the close of each quarter of the taxable year, (i) not more than 25% of the market value of the Series total assets will be invested in the securities of a single issuer and (ii) with respect to 50% of the market value of the Series total assets, not more than 5% of the market value of the Series total assets will be invested in the securities of a single issuer and the Series will not own more than 10% of the outstanding voting securities of a single issuer.
Actual and deemed distributions of ordinary income and net capital gains generally are taxable to the Series shareholders, which in this case are the separate accounts. Because the sole shareholders of the Series will be the separate accounts, no discussion is included in this prospectus as to the federal income tax consequences at the shareholder level. For information concerning the federal income tax consequences to purchasers of the variable contracts, please see the variable contract prospectuses.
Disruptive Trading and Market Timing
As an investment vehicle for variable contracts, which are designed as long-term investments, the Series is not appropriate for market timing or other trading strategies that entail rapid or frequent investment and trading. Frequent purchases, redemptions and transfers, transfers into and then out of the Series in a short period of time, and transfers of large amounts at one time may be indicative of market timing and otherwise disruptive trading (Disruptive Trading), which can have risks and harmful effects for other investors. These risks and harmful effects include:
| · |
dilution of the interests of long-term investors, if market timers or others transfer into the Series at prices that are below the true value or exchange out of the Series at prices that are higher than the true value; |
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an adverse effect on portfolio management, such as causing the Series to maintain a higher level of cash than would otherwise be the case, or causing the Series to liquidate investments prematurely; and |
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increased brokerage and administrative expenses. |
Funds that invest primarily in international securities may be more susceptible to pricing arbitrage opportunities because of time zone differences between the closing of international and domestic markets. Funds that invest primarily in small and mid-cap securities may be more susceptible to arbitrage opportunities because of the less liquid nature of small and mid-cap securities. In addition, funds that hold significant investments in high yield bonds may also be susceptible to market timing because high yield bonds are often thinly traded so that their market prices may not accurately reflect current market developments. To the extent that the Series invests in these types of securities, it may be more susceptible to the risks of Disruptive Trading.
In order to attempt to protect Trust investors, the Trusts Board of Trustees has adopted market timing policies reasonably designed to discourage Disruptive Trading. The Trust reserves the right to amend these policies at any time without prior notice. Because the record owners of the Series are the insurance companies and not the variable contract owners, the Trust is not ordinarily in a position to monitor for or uncover Disruptive Trading by variable contract owners. Therefore, under the Trusts policies, the Trust delegates to each insurance company the duty to establish and maintain policies and procedures designed to detect, monitor and deter (including, without limitation, by rejecting specific purchase orders) investors (or their agents) whose purchase and redemption activity follows a Disruptive Trading pattern, and to take such other actions as the insurance company may deem necessary to discourage or reduce Disruptive Trading activities. An insurance company may only modify such policies and procedures if it provides reasonable notice to the Trust and the Trusts Chief Compliance Officer. Please see your variable contract prospectus for information relating to applicable restrictions on purchases or transfers through your variable contract.
| 10 | Virtus Capital Growth Series |
The Trust may also take certain actions to stop Disruptive Trading, including imposing redemption fees for the Series and ceasing sales of additional shares of the Series to a separate account through which variable contract owners are engaging in Disruptive Trading. Because the Trust reserves discretion in applying these policies, they may not be applied uniformly. In addition, the Trust, as required under SEC regulations, has entered into an agreement with each insurance company under which the insurance companies have agreed to provide the Trust or its designee with information about variable contract owner transactions in the Series upon request.
Although the Trust will endeavor to ensure that each insurance company can and does identify and deter Disruptive Trading by its variable contract owners, the Trust cannot control their efforts or guarantee their success at deterrence. In addition, the Trust cannot guarantee that monitoring by the insurance companies and the Trust will be 100% successful in detecting all Disruptive Trading activity. Consequently, there is a risk that some investors could engage in Disruptive Trading while others will bear the effects of their Disruptive Trading activities.
Portfolio Holdings
A description of the Trusts policies and procedures with respect to the disclosure of the Series portfolio securities is available in the SAI.
Shares of the Series are not available to the public directly. You may invest in the Series by buying a variable accumulation annuity contract or a variable universal life insurance policy from an insurance company and directing the allocation of the net purchase payment(s) to the investment option corresponding to the Series. The appropriate insurance company will, in turn, invest payments in shares of the Series as the investor directs at the net asset value next determined.
The Series offers only Class A Shares.
Sales Charge and Surrender Charges
The Series does not assess any sales charge, either when it sells or when it redeems securities. The sales charges that may be assessed under the variable contracts or policies are described in the variable contract prospectuses, as are other charges.
Determination of Net Asset Value
The net asset value (NAV) per share of the Series is determined as of the close of regular trading of the New York Stock Exchange (NYSE) on days when the NYSE is open for trading. Since the Series does not price securities on weekends or United States national holidays, but foreign markets may be open on these days, the value of any foreign assets of the Series and, therefore, the Series NAV may be significantly affected on days when an investor has no access to the Series. The NAV per share of the Series is determined by adding the values of all securities and other assets of the Series, subtracting liabilities and dividing by the total number of outstanding shares of the Series. Assets and liabilities are determined in accordance with generally accepted accounting principles and applicable rules and regulations of the SEC.
Assets: Equity securities are valued at the official closing price (typically last sale) on the exchange on which the securities are principally traded or, if no closing price is available or there had been no sale that day, at the last bid price. Debt securities are valued on the basis of broker quotations or valuations provided by a pricing service which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Short-term investments having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value. Shares of other investment companies are valued at their respective NAVs. All other securities and assets are valued at their fair value as determined in good faith by or under the direction of the Trustees. Other assets, such as accrued interest, accrued dividends and cash are also included in determining the Series NAV.
| Virtus Capital Growth Series | 11 |
A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary exchange for such security by the Trustees or their delegates. Because of the need to obtain prices as of the close of trading on exchanges throughout the world, the calculation of the NAV of the Series may not take place contemporaneously with the determination of the prices of certain portfolio securities of the Series. All assets and liabilities initially expressed in foreign currency values will be converted into United States dollar values using the foreign currency exchange rate of such currencies against United States dollars as last quoted by any recognized dealer. If an event were to occur after the value of an investment was so established but before the NAV per share was determined, which was likely to materially change the NAV, then the instrument would be valued using fair value considerations by the Board or its delegates.
Liabilities: Accrued liabilities for the Series-specific expenses (if any) and other liabilities are deducted from the assets of the Series. Accrued expenses and liabilities that are not Series-specific are allocated among the series of the Trust in proportion to each series net assets except where an alternative allocation can be more appropriately made.
Fair Valuation
If market quotations are not readily available or where available prices are not reliable, the Series determines a fair value for an investment according to rules and procedures approved by the Board. The types of assets for which such pricing might be required include: (i) securities whose trading has been suspended; (ii) securities where the trading market is unusually thin or trades have been infrequent; (iii) debt securities that have recently gone into default and for which there is no current market quotation; (iv) a security whose market price is not available from an independent pricing source and for which otherwise reliable quotes are not available; (v) securities of an issuer that has entered into a restructuring; (vi) a security whose price as provided by any pricing source, does not, in the opinion of the adviser/subadviser, reflect the securitys market value; (vii) foreign securities subject to trading collars for which limited or no trading takes place; and (viii) securities where the market quotations are not readily available as a result of significant events. This list does not include all situations that may require a security to be fair valued, nor is it intended to be conclusive in determining whether a specific event requires fair valuation.
The value of a portfolio security held by the Series for which market quotations are not readily available shall be determined in good faith and in a manner that assesses the securitys fair value on the valuation date ( i.e. , the amount that the Series might reasonably expect to receive for the security upon its current sale), based on a consideration of all available facts and all available information, including, but not limited to, the following: (i) the fundamental analytical data relating to the investment; (ii) an evaluation of the forces which influence the market in which these securities are purchased and sold ( e.g. , the existence of merger proposals or tender offers that might affect the value of the security); (iii) price quotes from dealers and/or pricing services; (iv) an analysis of the issuers financial statements; (v) trading volumes on markets or exchanges, or among dealers; (vi) recent news about the security or issuer; (vii) changes in interest rates; (viii) information obtained from the issuer, analysts, other financial institutions and/or the appropriate stock exchange (for exchange traded securities); (ix) whether two or more dealers with whom the subadviser regularly effects trades are willing to purchase or sell the security at comparable prices; (x) other news events or relevant matters; and (xi) government (domestic or foreign) actions or pronouncements.
Certain foreign common stocks may be fair valued in cases where closing prices are not readily available or are deemed not reflective of readily available market prices. For example, significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time of closing of the foreign market where the security is principally traded and the time that the Series calculates its NAV (generally, the close of the NYSE) that may impact the value of securities traded in these foreign markets. In such cases, information from an external vendor may be utilized to adjust closing market prices of certain foreign common stocks to reflect their fair value. Because the frequency of significant events is not predictable, fair valuation of certain foreign common stocks may occur on a frequent basis.
The value of a security, as determined using the Series fair valuation procedures, may not reflect such securitys market value.
| 12 | Virtus Capital Growth Series |
The financial highlights table provided below is intended to help you understand the Series financial performance for the past five years. Certain information reflects financial results for a single share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Series (assuming reinvestment of all dividends and distributions). These figures do not include the imposition of separate account fees or expenses. If such fees or expenses were reflected, performance would be lower. This information has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm for the Series. Their report and the Series financial statements are included in the Series annual report to shareholders and incorporated by reference in the SAI.
Virtus Capital Growth SeriesClass A Shares
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1/1/12
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1/1/11
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1/1/10
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1/1/09
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1/1/08
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Net Asset Value, Beginning of Period |
$ | 13.99 | $ | 14.67 | $ | 12.83 | $ | 9.95 | $ | 16.81 | ||||||||||
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Net Investment Income (Loss) (1) |
0.11 | 0.01 | 0.05 | 0.09 | 0.01 | |||||||||||||||
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Net Realized and Unrealized Gain (Loss) |
1.81 | (0.68 | ) | 1.85 | 2.89 | (6.87 | ) | |||||||||||||
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Total from Investment Operations |
1.92 | (0.67 | ) | 1.90 | 2.98 | (6.86 | ) | |||||||||||||
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Dividends from Net Investment Income |
(0.09 | ) | (0.01 | ) | (0.06 | ) | (0.10 | ) | | (2) | ||||||||||
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Distributions from Net Realized Gains |
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Total Distributions |
(0.09 | ) | (0.01 | ) | (0.06 | ) | (0.10 | ) | | (2) | ||||||||||
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Change in Net Asset Value |
1.83 | (0.68 | ) | 1.84 | 2.88 | (6.86 | ) | |||||||||||||
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Net Asset Value, End of Period |
$ | 15.82 | $ | 13.99 | $ | 14.67 | $ | 12.83 | $ | 9.95 | ||||||||||
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Total Return (3) |
13.76 | % | (4.60 | )% | 14.88 | % | 29.93 | % | (40.78 | )% | ||||||||||
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Net Assets, End of Period (in thousands) |
$ | 189,975 | $ | 189,689 | $ | 228,109 | $ | 236,409 | $ | 203,188 | ||||||||||
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Ratio of Net Operating Expenses to Average Net Assets (4) |
0.96 | % (5) | 0.95 | % | 0.95 | % | 0.95 | % | 0.94 | % | ||||||||||
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Ratio of Gross Operating Expenses to Average Net Assets (before waivers and reimbursements) (4) |
1.13 | % | 1.15 | % | 1.05 | % | 1.07 | % | 0.94 | % | ||||||||||
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Ratio of Net Investment Income to Average Net Assets |
0.68 | % | 0.04 | % | 0.36 | % | 0.85 | % | 0.08 | % | ||||||||||
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Portfolio Turnover Rate |
16 | % | 127 | % | 166 | % | 107 | % | 164 | % | ||||||||||
Footnote Legend:
| (1) |
Computed using average shares outstanding. |
| (2) |
Amount is less than $0.005. |
| (3) |
The total return does not include the expenses associated with the annuity or life insurance policy through which you invest. |
| (4) |
The Series will also indirectly bear their prorated share of expenses of any underlying funds in which it invests. Such expenses are not included in the calculation of this ratio. |
| (5) |
Blended net expense ratio. For additional information, see Note 3C in the Notes to Financial Statements in the Annual Report. |
| Virtus Capital Growth Series | 13 |
100 Pearl Street
Hartford, CT 06103
ADDITIONAL INFORMATION
You can find more information about the Series in the following documents:
Annual and Semiannual Reports
Annual and semiannual reports contain more information about the Series investments. The annual report discusses the market conditions and investment strategies that significantly affected the Series performance during the last fiscal year.
Statement of Additional Information (SAI)
The SAI contains more detailed information about the Series. It is incorporated by reference and is legally part of the prospectus.
To obtain free copies of these documents, you can download copies at virtus.com/our-products/vit, or you can request copies by calling us toll-free at 800-367-5877.
Information about the Series (including the SAI) can be reviewed and copied at the Securities and Exchange Commissions (SEC) Public Reference Room in Washington, DC. For information about the operation of the Public Reference Room, call 202-551-8090. This information is also available on the SECs Internet site at sec.gov . You may also obtain copies upon payment of a duplicating fee by writing the Public Reference Section of the SEC, Washington, DC 20549-6009 or by electronic request at publicinfo@sec.gov .
Virtus Customer Service: 800-367-5877
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Virtus Variable Insurance Trust Investment Company Act File No. 811-04642 8501 |
5-13 |
VIRTUS VARIABLE INSURANCE TRUST
PROSPECTUS
Virtus Growth & Income Series
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The Prospectus describes the Virtus Growth & Income Series (the Series), which is available as an underlying investment through a variable life insurance policy or a variable annuity contract (a variable contract). For information about your variable contract, including information about insurance-related expenses, see the prospectus for your variable contract.
The Securities and Exchange Commission has not approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Please carefully consider the investment objectives, risks, charges and expenses of the Series before investing. For this and other information about any Virtus Variable Insurance Trust series, call 800-367-5877 or visit virtus.com for a prospectus. Read it carefully before you invest. |
|
May 1, 2013
Not FDIC Insured No Bank Guarantee May Lose Value |
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Virtus Growth & Income Series
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Payments to Insurance Companies and Other Financial Intermediaries |
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Virtus Growth & Income Series
The Series has investment objectives of capital appreciation and current income.
The following table describes the fees and expenses you may pay if you buy and hold shares of the Virtus Growth & Income Series. The table does not include any fees or sales charges imposed under the variable contracts for which the Series is an investment option. If they were included, your costs would be higher.
| Shareholder Fees (fees paid directly from your investment): | None |
| Annual Series Operating Expenses (expenses that you pay each year as a percentage of the value of your investment): | Class A | |||
| Management Fees | 0.70% | |||
| Distribution and/or Service (12b-1) Fees | 0.25% | |||
| Other Expenses (1) | 0.19% | |||
| Total Annual Series Operating Expenses | 1.14% | |||
| Less: Expense Reimbursements (2) | (0.16%) | |||
| Net Annual Series Operating Expenses ( 2 ) | 0.98% | |||
| (1) | Restated to reflect current expenses. |
| (2) | The Series investment adviser has contractually agreed to limit the Series total annual operating expenses (excluding interest, taxes, extraordinary expenses, and acquired fund fees and expenses, if any) so that such expenses do not exceed 0.98%, through April 30, 2014. After April 30, 2014, the adviser may discontinue this expense reimbursement arrangement at any time. Under certain conditions, the adviser may recapture operating expenses reimbursed under an expense reimbursement arrangement for a period of three years following the fiscal year in which such reimbursement occurred. |
Example
This example is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Series for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Series total operating expenses remain the same. The example does not reflect variable contract fees and charges, and if it did, the costs shown would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||
| Class A | $100 | $346 | $612 | $1,372 | ||||||||||
Portfolio Turnover
The Series pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in Annual Series Operating Expenses or in the Example, affect the Series performance. During the most recent fiscal year, the Series portfolio turnover rate was 73% of the average value of its portfolio.
Principal Investment Strategies
A core portfolio, the Series focuses on large-cap U.S. stocks employing a Growth at a Reasonable Price philosophy in the security selection process.
Under normal circumstances, the Series invests at least 65% of its assets in common stocks, and generally the subadviser intends to invest nearly all of the Series assets in common stocks. Generally, the Series invests in issuers having capitalizations within the range of companies included in the Russell 1000 ® Index; however, the Series may invest in mid- and small-cap issuers as well. As of December 31, 2012, the market capitalization of companies included in the Russell 1000 ® Index was $296.38 million to $499.61 billion.
| Virtus Growth & Income Series | 1 |
The Series may not achieve its objectives, and it is not intended to be a complete investment program. The value of the Series investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of the Series investments decreases, you will lose money. Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the Series invests can be worse than expected, and investments may fail to perform as the subadviser expects. As a result, the value of your shares may decrease. The principal risks of investing in the Series are:
| > |
Equity Securities Risk. The risk that events negatively affecting issuers, industries or financial markets in which the Series invests will impact the value of the stocks held by the Series and thus, the value of the Series shares over short or extended periods. Investments in smaller companies may be more volatile than investments in larger companies. |
| > |
Market Volatility Risk. The risk that the value of the securities in which the Series invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods. |
The following bar chart and table provide some indication of the risks of investing in the Series. The bar chart shows changes in the Series performance from year to year over a 10-year period. The table shows how the Series average annual returns compare to those of a broad-based securities market index. The Series past performance is not necessarily an indication of how the Series will perform in the future. The Series returns in the chart and table do not reflect the deduction of any separate account or variable contract charges. The returns would have been less than those shown if such charges were deducted.
Calendar Year Annual Total Returns for Class A Shares
| Best Quarter: 2Q/2009: 17.78% | Worst Quarter: 4Q/2008: -20.13% | Year to date (3/31/13): 9.42% |
| Average Annual Total Returns (for the periods ended 12/31/12) | 1 Year | 5 Years | 10 Years | |||||||
| Class A | 14.77% | 0.46% | 6.56% | |||||||
| S&P 500 ® Index (does not reflect fees or expenses) | 16.00% | 1.66% | 7.10% | |||||||
Updated performance information is available at virtus.com or by calling 800-367-5877.
The Adviser and Subadviser
Virtus Investment Advisers, Inc. (VIA) is the investment adviser to the Series.
Euclid Advisors LLC (Euclid), an affiliate of VIA, is the subadviser to the Series.
Portfolio Managers
| > |
David Dickerson, Managing Director at Euclid. Mr. Dickerson has served as a Portfolio Manager of the Series since 2009. |
| > |
Carlton Neel, Senior Managing Director at Euclid. Mr. Neel has served as a Portfolio Manager of the Series since 2009. |
| 2 | Virtus Growth & Income Series |
Purchase and Sale of Series Shares
The Series does not offer its shares to the general public. The Series currently offers shares only to the separate accounts of participating insurance companies. Virtus Variable Insurance Trust (the Trust), of which the Series is a separate investment portfolio, has entered into an agreement with the insurance company sponsor of each separate account (participation agreement) setting forth the terms and conditions pursuant to which the insurance company will purchase and redeem shares of the Series. For information concerning the purchase of units of the separate accounts, see the variable contract prospectus.
Since the separate accounts are the only shareholders of the Series, no discussion is included herein as to the Federal income tax consequences at the shareholder level. For information concerning the Federal income tax consequences to the purchasers of variable contracts, see the variable contract prospectus which describes the particular separate account and variable contract.
Payments to Insurance Companies and Other Financial Intermediaries
Series shares are generally available only through intermediaries, i.e. , the separate accounts. The Series (and/or its related companies) may pay the insurance companies (and/or their related companies) for distribution and/or other services; some of the payments may, in turn, go to broker-dealers and other financial intermediaries. For example, the Series may make payments for sub-transfer agency services to one or more of the insurance companies. Such payments may create a conflict of interest for an intermediary by influencing the intermediarys investment recommendations, or be a factor in the insurance companys decision to include the Series as an underlying investment option in a variable contract. Ask your salesperson or review your variable contract prospectus for more information.
| Virtus Growth & Income Series | 3 |
More About Principal Investment Strategies
The Series invests in equity securities, primarily common stocks. Under normal circumstances, the Series will invest at least 65% of its assets in common stocks, and generally the subadviser intends to invest nearly all of the Series assets in common stocks, rather than holding significant amounts of cash and short-term investments.
The adviser employs a Growth at a Reasonable Price (GARP) philosophy in its security selection process. Generally, the Series invests in issuers having capitalizations within the range of companies included in the Russell 1000 ® Index; however, the Series may invest in mid- and small-cap issuers as well. Security selection begins with a top-down approach and econometric analysis of each sector. Each sector is then analyzed at the industry level. A fundamental analysis is then conducted within the industries to identify securities that the portfolio managers believe offer superior return opportunity. As of December 31, 2012, the market capitalization of companies included in the Russell 1000 ® Index was $296.38 million to $499.61 billion.
Temporary Defensive Strategy: During periods of adverse market conditions, the Series may take temporary defensive positions that are inconsistent with its principal investment strategies by holding all or part of its assets in cash or short-term money market instruments including obligations of the U.S. Government, high-quality commercial paper, certificates of deposit, bankers acceptances, bank interest-bearing demand accounts, and repurchase agreements secured by U.S. Government securities. When this allocation happens, the Series may not achieve its objectives.
Please see More About Principal Risks for information about the risks of investing in the Series.
Equity Securities Risks
Generally, prices of equity securities are more volatile than those of fixed income securities. The prices of equity securities will rise and fall in response to a number of different factors. In particular, equity securities will respond to events that affect entire financial markets or industries (such as changes in inflation or consumer demand) and to events that affect particular issuers (such as news about the success or failure of a new product). Equity securities also are subject to stock market risk, meaning that stock prices in general may decline over short or extended periods of time. When the value of the stocks held by the Series goes down, the value of the Series shares will be affected.
| · |
Large Market Capitalization Companies Risk. The value of investments in larger companies may not rise as much as smaller companies, or larger companies may be unable to respond quickly to competitive challenges, such as changes in technology and consumer tastes. |
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Small and Medium Market Capitalization Companies Risk. Small and medium-sized companies often have narrower markets, fewer products or services to offer, and more limited managerial and financial resources than larger, more established companies. As a result, the performance of small and medium-sized companies may be more volatile, and they may face a greater risk of business failure, which could increase the volatility and risk of loss to the Series. |
Market Volatility Risk
The value of the securities in which the Series invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods.
Instability in the financial markets has exposed the Series to greater market and liquidity risk and potential difficulty in valuing portfolio instruments that it holds. In response to financial markets that experienced extreme volatility, and in some cases a lack of liquidity, the U.S. Government has taken a number of unprecedented actions, including acquiring distressed assets from financial institutions and acquiring ownership interests in those institutions. The implications of government ownership and disposition of these assets are unclear. Additional legislation or government regulation may also change the way in which funds themselves are regulated, which could limit or preclude the Series ability to achieve its investment objectives.
| 4 | Virtus Growth & Income Series |
The Adviser
VIA has served as the investment adviser to the Series since November 2010. VIA, located at 100 Pearl Street, Hartford, CT 06103, acts as the investment adviser for over 50 mutual funds and as adviser to institutional clients. As of December 31, 2012, VIA had approximately $29.8 billion in assets under management. VIA has acted as an investment adviser for over 80 years and is an indirect wholly-owned subsidiary of Virtus Investment Partners, Inc., a publicly traded multi-manager asset management business.
Pursuant to the Investment Advisory Agreement with the Series and subject to the direction of the Trusts Board of Trustees, VIA is responsible for managing the Series investment program in conformity with the stated policies of the Series as described in this prospectus. VIA, with the approval of the Trusts Board of Trustees, has selected Euclid, an affiliate of VIA, to serve as subadviser and perform the day-to-day portfolio management of the Series. Euclid, subject to the supervision of VIA, is responsible for deciding which securities to purchase and sell for the Series and for placing the Series transactions.
The Series pays VIA an investment management fee that is accrued daily against the value of the Series net assets at the following annual rate:
| 1 st $250 million | $250+ million through $500 million | Over $500 million | ||
| 0.70% | 0.65% | 0.60% |
For its last fiscal year, the Series paid advisory fees at the rate 0.70% of its average net assets.
The Trust has entered into an expense limitation agreement with VIA whereby VIA has agreed to reimburse the Series for expenses necessary or appropriate for the operation of the Series (excluding interest, taxes, extraordinary expenses, and acquired fund fees and expenses, if any) to the extent that such expenses exceed 0.98% of the Series average net assets). This expense limitation agreement is in place through April 30, 2014. After April 30, 2014, VIA may discontinue this expense reimbursement arrangement at any time. Under certain conditions, VIA may recapture operating expenses reimbursed under an expense reimbursement arrangement for a period of three years following the fiscal year in which such reimbursement occurred.
VIA serves as a manager of managers of the Series. In this capacity, VIA: (i) sets the Series overall investment strategies; (ii) evaluates, selects, and recommends to the Board one or more subadvisers needed to manage all or part of the assets of the Series; (iii) monitors and evaluates the subadvisers investment programs and results as well as the performance of the subadvisers relative to the applicable benchmark indexes; and (iv) reviews the Series compliance with its investment objectives, policies and restrictions.
The Trust and VIA have each received an exemptive order from the Securities and Exchange Commission (SEC) that permits VIA, subject to certain conditions and without the approval of shareholders to: (a) employ a new unaffiliated subadviser for a Series pursuant to the terms of a new subadvisory agreement, in each case either as a replacement for an exiting subadviser or as an additional subadviser; (b) change the terms of any subadvisory agreement; and (c) continue the employment of an existing subadviser on the same subadvisory agreement terms where an agreement has been assigned because of a change in control of the subadviser. In such circumstances, shareholders would receive notice of such action, including the information concerning the new subadviser that normally is provided in a proxy statement.
The Subadviser
Euclid has served as subadviser to the Series since September 2011. Euclid, an affiliate of VIA, has offices at 100 Pearl Street, Hartford, CT 06103 and 1540 Broadway, New York, NY 10036. Euclid acts as subadviser to mutual funds. As of December 31, 2012 Euclid had approximately $6 billion in assets under management.
From its investment advisory fee, VIA, not the Series, pays Euclid for its subadvisory services at the rate of 50% of the net advisory fee.
| Virtus Growth & Income Series | 5 |
Board of Trustees Approval of Investment Advisory and Subadvisory Agreements
The Trusts annual report to shareholders for the year ended December 31, 2012 contains a discussion regarding the basis for the Trusts Board of Trustees approval of the investment advisory and investment subadvisory agreements for the Series.
Portfolio Management
David Dickerson and Carlton Neel have managed the investments of the Series since March 2009, and are jointly and primarily responsible for the day-to-day management of the Series investments.
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Mr. Dickerson is Managing Director of Euclid (since September 2011) and Senior Vice President of Zweig Advisers LLC (Zweig). He also serves as portfolio manager for several other open-end and closed-end funds managed by Euclid or Zweig. For the period from July 2002 until returning to Zweig in April 2003, Mr. Dickerson was a managing director and principal of Shelter Rock Capital Partners, L.P., a market neutral hedge fund. While previously employed by Zweig from 1993 until July 2002, Mr. Dickerson served as senior portfolio manager for a number of the former Phoenix-Zweig mutual funds. |
| · |
Mr. Neel is Senior Managing Director of Euclid (since September 2011) and Senior Vice President of Zweig. He also serves as portfolio manager of several other open-end and closed-end funds managed by Euclid or Zweig. For the period from July 2002 until returning to Zweig in April 2003, Mr. Neel was a managing director and principal of Shelter Rock Capital Partners, L.P., a market neutral hedge fund. While previously employed by Zweig from 1995 until July 2002, Mr. Neel served as senior portfolio manager for a number the former Phoenix-Zweig mutual funds. |
The statement of additional information (SAI) provides additional information about the portfolio managers compensation, other accounts managed by the portfolio managers and the portfolio managers ownership of securities in the Series.
Other Investment Strategies and Risks
Information about the Series principal investment strategies and risks appears in the Fund Summary section and the sections entitled More About Principal Investment Strategies and More About Principal Risks above. The information below describes other investment strategies that the Series may use that are not principal strategies and the risks of those strategies, arranged in alphabetical order. Further descriptions of these investment strategies and practices can be found in the SAI.
The greater an investment in a particular asset class by the Series, the greater the impact to the Series of the risks related to the class.
Debt Securities
Debt securities are subject to various risks, the most prominent of which are credit risk and interest rate risk. These risks can affect a securitys price volatility to varying degrees, depending upon the nature of the instrument. Risks associated with investing in debt securities include the following:
| · |
Call Risk. The risk that issuers will prepay fixed rate obligations when interest rates fall. A Series holding callable securities therefore may be forced to reinvest in obligations with lower interest rates than the original obligations and otherwise may not benefit fully from the increase in value that other fixed income securities experience when rates decline. |
| · |
Credit Risk. There is a risk that the issuer of a security will fail to pay interest or principal in a timely manner, or that negative perceptions of the issuers ability to make such payments will cause the price of the security to decline. Debt securities rated below investment-grade are especially susceptible to this risk. |
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Income Risk. The income shareholders receive from the Series is based primarily on the dividends and interest the Series earns from its investments, which can vary widely over the short- and long-term. If prevailing market interest rates drop, distribution rates of the Series preferred stock holdings and any bond holdings could drop as well. The Series income also would likely be affected adversely when prevailing short-term interest rates increase. |
| 6 | Virtus Growth & Income Series |
| · |
Interest Rate Risk. The values of debt securities usually rise and fall in response to changes in interest rates. Declining interest rates generally increase the value of existing debt instruments, and rising interest rates generally decrease the value of existing debt instruments. Changes in a debt instruments value usually will not affect the amount of interest income paid to the Series, but will affect the value of the Series shares. Interest rate risk is generally greater for investments with longer maturities. |
Certain securities pay interest at variable or floating rates. Variable rate securities reset at specified intervals, while floating rate securities reset whenever there is a change in a specified index rate. In most cases, these reset provisions reduce the effect of changes in market interest rates on the value of the security. However, some securities do not track the underlying index directly, but reset based on formulas that can produce an effect similar to leveraging; others may also provide for interest payments that vary inversely with market rates. The market prices of these securities may fluctuate significantly when interest rates change.
Some investments give the issuer the option to call or redeem an investment before its maturity date. If an issuer calls or redeems an investment during a time of declining interest rates, the Series might have to reinvest the proceeds in an investment offering a lower yield, and therefore it might not benefit from any increase in value as a result of declining interest rates.
Derivatives
The Series may enter into derivative transactions (contracts whose value is derived from the value of an underlying asset, index or rate) including futures, options, non-deliverable forwards, forward foreign currency exchange contracts and swap agreements. The Series may use derivatives to hedge against factors that affect the value of its investments, such as interest rates and foreign currency exchange rates. The Series may also utilize derivatives as part of its overall investment technique to gain or lessen exposure to various securities, markets and currencies.
Derivatives typically involve greater risks than traditional investments. It is generally more difficult to ascertain the risk of, and to properly value, derivative contracts. The prices of derivatives may move in unexpected ways, especially in abnormal market conditions. Derivatives are usually less liquid than traditional securities and are subject to counterparty risk (the risk that the other party to the contract will default or otherwise not be able to perform its contractual obligations). In addition, some derivatives transactions may involve potentially unlimited losses. Derivative contracts entered into for hedging purposes may also subject the Series to losses if the contracts do not correlate with the assets, indexes or rates they were designed to hedge. Gains and losses derived from hedging transactions are, therefore, more dependent upon the subadvisers ability to correctly predict the movement of the underlying asset prices, indexes or rates. The Series use of derivatives may also increase the amount of taxes payable by shareholders or the resources required by the Series or its adviser to comply with particular regulatory requirements.
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Financial Futures and Related Options. The Series may use financial futures contracts and related options for hedging purposes. Futures and options involve market risk in excess of their value and may not be as liquid as other securities. |
Exchange-Traded Funds (ETFs)
The Series may invest in ETFs. ETFs invest in a portfolio of securities designed to track a particular market segment or index. The risks associated with investing in ETFs generally reflect the risks of owning shares of the underlying securities the ETF is designed to track, although lack of liquidity in an ETF could result in its value being more volatile than the underlying portfolio of securities. Assets invested in ETFs incur a layering of expenses, including operating costs and advisory fees that Series shareholders indirectly bear; such expenses may exceed the expenses the Series would incur if it invested directly in the underlying portfolio of securities the ETF is designed to track. Shares of ETFs trade on a securities exchange and may trade at, above, or below their net asset value.
Foreign Investing
Investing in securities of non-U.S. companies involves special risks and considerations not typically associated with investing in U.S. companies, and the values of non-U.S. securities may be more volatile than those of U.S. securities. The values of non-U.S. securities are subject to economic and political developments in countries and regions where the issuers operate or are domiciled, or where the securities are traded, such as changes in economic or monetary policies, and to changes in currency exchange rates. Values may also be affected by restrictions on receiving the investment proceeds from a non-U.S. country.
| Virtus Growth & Income Series | 7 |
In general, less information is publicly available about non-U.S. companies than about U.S. companies. Non-U.S. companies are generally not subject to the same accounting, auditing and financial reporting standards as are U.S. companies. Certain foreign issuers classified as passive foreign investment companies may be subject to additional taxation risk.
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Currency Rate Risk. Because the foreign securities in which the Series invests generally trade in currencies other than the U.S. dollar, changes in currency exchange rates will affect the Series net asset value, the value of dividends and interest earned, and gains and losses realized on the sale of securities. Because the value of the Series shares is calculated in U.S. dollars, it is possible for the Series to lose money by investing in a foreign security if the local currency of a foreign market depreciates against the U.S. dollar, even if the local currency value of the Series holdings goes up. Generally, a strong U.S. dollar relative to such other currencies will adversely affect the value of the Series holdings in foreign securities. |
Illiquid and Restricted Securities
Certain securities in which the Series invests may be difficult to sell at the time and price beneficial to the Series, for example due to low trading volumes or legal restrictions. When there is no willing buyer or a security cannot be readily sold, the Series may have to sell at a lower price or may be unable to sell the security at all. The sale of such securities may also require the Series to incur expenses in addition to those normally associated with the sale of a security.
Leverage
When the Series makes investments in futures contracts, forward contracts, swaps and other derivative instruments, the futures contracts, forward contracts, swaps and certain other derivatives provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. When the Series uses leverage through activities such as borrowing, entering into short sales, purchasing securities on margin or on a when-issued basis, or purchasing derivative instruments in an effort to increase its returns, the Series has the risk of magnified capital losses that occur when losses affect an asset base, enlarged by borrowings or the creation of liabilities, that exceeds the net assets of the Series. The value of the shares of the Series when it employs leverage will be more volatile and sensitive to market movements. Leverage may also involve the creation of a liability that requires the Series to pay interest.
Securities Lending
The Series may loan portfolio securities with a value up to one-third of its total assets to increase its investment returns. If the borrower is unwilling or unable to return the borrowed securities when due, the Series can suffer losses. In addition, there is a risk of delay in receiving additional collateral or in the recovery of the securities, and a risk of loss of rights in the collateral, in the event that the borrower fails financially. There is also a risk that the value of the investment of the collateral could decline, causing a loss to the Series.
Short-Term Instruments
The Series may invest in short-term investments, which may include money market instruments, repurchase agreements, certificates of deposit, bankers acceptances and other short-term instruments that are not U.S. Government securities. These securities generally present less risk than many other investments, but they are generally subject to credit risk and may be subject to other risks as well.
The Trust, on behalf of each series of the Trust, including Class A Shares of the Growth & Income Series, has adopted a plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the Distribution Plan). Pursuant to the Distribution Plan, the Trust has entered into a Distribution Agreement relating to the Distribution Plan with VP Distributors, LLC (the Distributor) located at 100 Pearl Street, Hartford, CT 06103. The Distributor is an affiliate of the adviser, and serves as principal underwriter for the Trust. The Distribution Plan permits the use of Series assets to help finance the distribution of the shares of the Series.
| 8 | Virtus Growth & Income Series |
Under the Distribution Plan, the Trust, on behalf of each Series, is permitted to pay to the Distributor (who may in turn pay other service providers) up to a total of 0.25% of the average daily net assets of Class A of the Series, as payment for services rendered in connection with the distribution of shares. Because these fees are paid out of Series assets on an ongoing basis, over time these costs will increase the cost of your investment and may cost you more than other types of sales charges.
More About the Trust and the Series
Organization of the Trust
The Trust was organized as a Massachusetts business trust on February 18, 1986. It was subsequently reorganized into a Delaware statutory trust on February 14, 2011. The Trust currently consists of nine series of which the Series is one. The Trusts business and affairs are managed by its Board of Trustees.
Shares of Beneficial Interest
Shares (including fractional shares) of the Series have equal rights with regard to voting, redemptions, dividends, distributions and liquidations with respect to the Series. All voting rights of the separate accounts as shareholders are passed through to the variable contract owners. Shareholders of all series of the Trust currently vote on the election of Trustees and other matters. On matters affecting an individual series such as the Series (such as approval of an advisory or subadvisory agreement or a change in fundamental investment policies), a separate vote of that series is required. On matters affecting an individual class (such as approval of matters relating to a Distribution Plan for a particular class of shares), a separate vote of that class is required. The Trust is not required to hold annual shareholder meetings.
Series shares attributable to any insurance company assets and Series shares for which no timely instructions from variable contract owners are received will be voted by the appropriate insurance company in the same proportion as those shares for which instructions are received.
The assets received by the Trust for the issue or sale of shares of the Series, and all income, earnings, profits and proceeds thereof, subject only to the rights of creditors, are allocated to the Series, and constitute the underlying assets of the Series. The underlying assets of the Series are required to be segregated on the books of account, and are to be charged with the expenses of the Series and with a share of the general expenses of the Trust. Any general expenses of the Trust not readily identifiable as belonging to a particular series shall be allocated by or under the direction of the Trustees in such manner as the Trustees determine to be fair and equitable.
Taxes
The Trust intends for the Series to qualify as a regulated investment company (RIC) by satisfying the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code), including requirements with respect to diversification of assets, distribution of income, and sources of income. In general, a series that qualifies as a RIC will be relieved of federal income tax on its net investment income and net capital gains distributed to its shareholders. In addition, the Trust intends for the Series to comply with the investment diversification requirements for variable contracts contained in the Code. Moreover, the Trust intends to distribute sufficient net investment income and net capital gains of the Series to avoid imposition of any federal excise tax.
Accordingly, the Trust intends that, at the close of each quarter of the taxable year, (i) not more than 25% of the market value of the Series total assets will be invested in the securities of a single issuer and (ii) with respect to 50% of the market value of the Series total assets, not more than 5% of the market value of the Series total assets will be invested in the securities of a single issuer and the Series will not own more than 10% of the outstanding voting securities of a single issuer.
Actual and deemed distributions of ordinary income and net capital gains generally are taxable to the Series shareholders, which in this case are the separate accounts. Because the sole shareholders of the Series will be the separate accounts, no discussion is included in this prospectus as to the federal income tax consequences at the shareholder level. For information concerning the federal income tax consequences to purchasers of the variable contracts, please see the variable contract prospectuses.
| Virtus Growth & Income Series | 9 |
Disruptive Trading and Market Timing
As an investment vehicle for variable contracts, which are designed as long-term investments, the Series is not appropriate for market timing or other trading strategies that entail rapid or frequent investment and trading. Frequent purchases, redemptions and transfers, transfers into and then out of the Series in a short period of time, and transfers of large amounts at one time may be indicative of market timing and otherwise disruptive trading (Disruptive Trading), which can have risks and harmful effects for other investors. These risks and harmful effects include:
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dilution of the interests of long-term investors, if market timers or others transfer into the Series at prices that are below the true value or exchange out of the Series at prices that are higher than the true value; |
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an adverse effect on portfolio management, such as causing the Series to maintain a higher level of cash than would otherwise be the case, or causing the Series to liquidate investments prematurely; and |
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increased brokerage and administrative expenses. |
Funds that invest primarily in international securities may be more susceptible to pricing arbitrage opportunities because of time zone differences between the closing of international and domestic markets. Funds that invest primarily in small and mid-cap securities may be more susceptible to arbitrage opportunities because of the less liquid nature of small and mid-cap securities. In addition, funds that hold significant investments in high yield bonds may also be susceptible to market timing because high yield bonds are often thinly traded so that their market prices may not accurately reflect current market developments. To the extent that the Series invests in these types of securities, it may be more susceptible to the risks of Disruptive Trading.
In order to attempt to protect Trust investors, the Trusts Board of Trustees has adopted market timing policies reasonably designed to discourage Disruptive Trading. The Trust reserves the right to amend these policies at any time without prior notice. Because the record owners of the Series are the insurance companies and not the variable contract owners, the Trust is not ordinarily in a position to monitor for or uncover Disruptive Trading by variable contract owners. Therefore, under the Trusts policies, the Trust delegates to each insurance company the duty to establish and maintain policies and procedures designed to detect, monitor and deter (including, without limitation, by rejecting specific purchase orders) investors (or their agents) whose purchase and redemption activity follows a Disruptive Trading pattern, and to take such other actions as the insurance company may deem necessary to discourage or reduce Disruptive Trading activities. An insurance company may only modify such policies and procedures if it provides reasonable notice to the Trust and the Trusts Chief Compliance Officer. Please see your variable contract prospectus for information relating to applicable restrictions on purchases or transfers through your variable contract.
The Trust may also take certain actions to stop Disruptive Trading, including imposing redemption fees for the Series and ceasing sales of additional shares of the Series to a separate account through which variable contract owners are engaging in Disruptive Trading. Because the Trust reserves discretion in applying these policies, they may not be applied uniformly. In addition, the Trust, as required under SEC regulations, has entered into an agreement with each insurance company under which the insurance companies have agreed to provide the Trust or its designee with information about variable contract owner transactions in the Series upon request.
Although the Trust will endeavor to ensure that each insurance company can and does identify and deter Disruptive Trading by its variable contract owners, the Trust cannot control their efforts or guarantee their success at deterrence. In addition, the Trust cannot guarantee that monitoring by the insurance companies and the Trust will be 100% successful in detecting all Disruptive Trading activity. Consequently, there is a risk that some investors could engage in Disruptive Trading while others will bear the effects of their Disruptive Trading activities.
Portfolio Holdings
A description of the Trusts policies and procedures with respect to the disclosure of the Series portfolio securities is available in the SAI.
Shares of the Series are not available to the public directly. You may invest in the Series by buying a variable accumulation annuity contract or a variable universal life insurance policy from an insurance company and directing the
| 10 | Virtus Growth & Income Series |
allocation of the net purchase payment(s) to the investment option corresponding to the Series. The appropriate insurance company will, in turn, invest payments in shares of the Series as the investor directs at the net asset value next determined.
The Series offers only Class A Shares.
Sales Charge and Surrender Charges
The Series does not assess any sales charge, either when it sells or when it redeems securities. The sales charges that may be assessed under the variable contracts or policies are described in the variable contract prospectuses, as are other charges.
Determination of Net Asset Value
The net asset value (NAV) per share of the Series is determined as of the close of regular trading of the New York Stock Exchange (NYSE) on days when the NYSE is open for trading. Since the Series does not price securities on weekends or United States national holidays, but foreign markets may be open on these days, the value of any foreign assets of the Series and, therefore, the Series NAV may be significantly affected on days when an investor has no access to the Series. The NAV per share of the Series is determined by adding the values of all securities and other assets of the Series, subtracting liabilities and dividing by the total number of outstanding shares of the Series. Assets and liabilities are determined in accordance with generally accepted accounting principles and applicable rules and regulations of the SEC.
Assets: Equity securities are valued at the official closing price (typically last sale) on the exchange on which the securities are principally traded or, if no closing price is available or there had been no sale that day, at the last bid price. Debt securities are valued on the basis of broker quotations or valuations provided by a pricing service which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Short-term investments having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value. Shares of other investment companies are valued at their respective NAVs. All other securities and assets are valued at their fair value as determined in good faith by or under the direction of the Trustees. Other assets, such as accrued interest, accrued dividends and cash are also included in determining the Series NAV.
A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary exchange for such security by the Trustees or their delegates. Because of the need to obtain prices as of the close of trading on exchanges throughout the world, the calculation of the NAV of the Series may not take place contemporaneously with the determination of the prices of certain portfolio securities of the Series. All assets and liabilities initially expressed in foreign currency values will be converted into United States dollar values using the foreign currency exchange rate of such currencies against United States dollars as last quoted by any recognized dealer. If an event were to occur after the value of an investment was so established but before the net asset value per share was determined, which was likely to materially change the NAV, then the instrument would be valued using fair value considerations by the Board or its delegates.
Liabilities: Accrued liabilities for the Series-specific expenses (if any) and other liabilities are deducted from the assets of the Series. Accrued expenses and liabilities that are not Series-specific are allocated among the series of the Trust in proportion to each series net assets except where an alternative allocation can be more appropriately made.
Fair Valuation
If market quotations are not readily available or where available prices are not reliable, the Series determines a fair value for an investment according to rules and procedures approved by the Board. The types of assets for which such pricing might be required include: (i) securities whose trading has been suspended; (ii) securities where the trading market is unusually thin or trades have been infrequent; (iii) debt securities that have recently gone into default and for which there is no current market quotation; (iv) a security whose market price is not available from an independent pricing source and for which otherwise reliable quotes are not available; (v) securities of an issuer that has entered into a restructuring; (vi) a security whose price as provided by any pricing source, does not, in the opinion of the adviser/subadviser, reflect the securitys market value; (vii) foreign securities subject to trading collars for which limited or no
| Virtus Growth & Income Series | 11 |
trading takes place; and (viii) securities where the market quotations are not readily available as a result of significant events. This list does not include all situations that may require a security to be fair valued, nor is it intended to be conclusive in determining whether a specific event requires fair valuation.
The value of a portfolio security held by the Series for which market quotations are not readily available shall be determined in good faith and in a manner that assesses the securitys fair value on the valuation date ( i.e. , the amount that the Series might reasonably expect to receive for the security upon its current sale), based on a consideration of all available facts and all available information, including, but not limited to, the following: (i) the fundamental analytical data relating to the investment; (ii) an evaluation of the forces which influence the market in which these securities are purchased and sold ( e.g. , the existence of merger proposals or tender offers that might affect the value of the security); (iii) price quotes from dealers and/or pricing services; (iv) an analysis of the issuers financial statements; (v) trading volumes on markets or exchanges, or among dealers; (vi) recent news about the security or issuer; (vii) changes in interest rates; (viii) information obtained from the issuer, analysts, other financial institutions and/or the appropriate stock exchange (for exchange traded securities); (ix) whether two or more dealers with whom the subadviser regularly effects trades are willing to purchase or sell the security at comparable prices; (x) other news events or relevant matters; and (xi) government (domestic or foreign) actions or pronouncements.
Certain foreign common stocks may be fair valued in cases where closing prices are not readily available or are deemed not reflective of readily available market prices. For example, significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time of closing of the foreign market where the security is principally traded and the time that the Series calculates its NAV (generally, the close of the NYSE) that may impact the value of securities traded in these foreign markets. In such cases, information from an external vendor may be utilized to adjust closing market prices of certain foreign common stocks to reflect their fair value.
Because the frequency of significant events is not predictable, fair valuation of certain foreign common stocks may occur on a frequent basis.
The value of a security, as determined using the Series fair valuation procedures, may not reflect such securitys market value.
| 12 | Virtus Growth & Income Series |
The financial highlights table provided below is intended to help you understand the Series financial performance for the past five years. Certain information reflects financial results for a single share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Series (assuming reinvestment of all dividends and distributions). These figures do not include the imposition of separate account fees or expenses. If such fees or expenses were reflected, performance would be lower. This information has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm for the Series. Their report and the Series financial statements are included in the Series annual report to shareholders and incorporated by reference in the SAI.
Virtus Growth & Income SeriesClass A Shares
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1/1/12
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1/1/11
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1/1/10
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1/1/09
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1/1/08
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Net Asset Value, Beginning of Period |
$ | 12.51 | $ | 12.82 | $ | 11.49 | $ | 9.45 | $ | 14.94 | ||||||||||
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Net Investment Income (Loss) (1) |
0.12 | 0.09 | 0.11 | 0.13 | 0.19 | |||||||||||||||
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Net Realized and Unrealized Gain (Loss) |
1.73 | (0.30 | ) | 1.34 | 2.07 | (5.35 | ) | |||||||||||||
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Total from Investment Operations |
1.85 | (0.21 | ) | 1.45 | 2.20 | (5.16 | ) | |||||||||||||
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Dividends from Net Investment Income |
(0.13 | ) | (0.10 | ) | (0.12 | ) | (0.16 | ) | (0.17 | ) | ||||||||||
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Distributions from Net Realized Gains |
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Total Distributions |
(0.13 | ) | (0.10 | ) | (0.12 | ) | (0.16 | ) | (0.33 | ) | ||||||||||
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Change in Net Asset Value |
1.72 | (0.31 | ) | 1.33 | 2.04 | (5.49 | ) | |||||||||||||
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Net Asset Value, End of Period |
$ | 14.23 | $ | 12.51 | $ | 12.82 | $ | 11.49 | $ | 9.45 | ||||||||||
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Total Return (2) |
14.77 | % | (1.66 | )% | 12.83 | % | 23.50 | % | (34.93 | )% | ||||||||||
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Net Assets, End of Period (in thousands) |
$ | 137,385 | $ | 148,283 | $ | 189,361 | $ | 90,300 | $ | 85,111 | ||||||||||
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Ratio of Net Operating Expenses to Average Net Assets (3) |
0.91 | % (4) | 0.90 | % | 0.90 | % | 0.94 | % | 0.85 | % | ||||||||||
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Ratio of Gross Operating Expenses to Average Net Assets (before Waivers and Reimbursements) (3) |
1.14 | % | 1.16 | % | 1.07 | % | 1.11 | % | 0.99 | % | ||||||||||
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Ratio of Net Investment Income to Average Net Assets |
0.83 | % | 0.69 | % | 0.98 | % | 1.35 | % | 1.51 | % | ||||||||||
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Portfolio Turnover Rate |
73 | % | 36 | % | 39 | % | 109 | % | 56 | % | ||||||||||
Footnote Legend:
| (1) |
Computed using average shares outstanding. |
| (2) |
The total return does not include the expenses associated with the annuity or life insurance policy through which you invest. |
| (3) |
The Series will also indirectly bear their prorated share of expenses of any underlying funds in which it invests. Such expenses are not included in the calculation of this ratio. |
| (4) |
Blended net expense ratio. For additional information, see Note 3C in the Notes to Financial Statements in the Annual Report. |
| Virtus Growth & Income Series | 13 |
100 Pearl Street
Hartford, CT 06103
ADDITIONAL INFORMATION
You can find more information about the Series in the following documents:
Annual and Semiannual Reports
Annual and semiannual reports contain more information about the Series investments. The annual report discusses the market conditions and investment strategies that significantly affected the Series performance during the last fiscal year.
Statement of Additional Information (SAI)
The SAI contains more detailed information about the Series. It is incorporated by reference and is legally part of the prospectus.
To obtain free copies of these documents, you can download copies at virtus.com/our-products/vit , or you can request copies by calling us toll-free at 800-367-5877.
Information about the Series (including the SAI) can be reviewed and copied at the Securities and Exchange Commissions (SEC) Public Reference Room in Washington, DC. For information about the operation of the Public Reference Room, call 202-551-8090. This information is also available on the SECs Internet site at sec.gov . You may also obtain copies upon payment of a duplicating fee by writing the Public Reference Section of the SEC, Washington, DC 20549-6009 or by electronic request at publicinfo@sec.gov .
Virtus Customer Service: 800-367-5877
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Virtus Variable Insurance Trust Investment Company Act File No. 811-04642 8503 |
5/13 |
VIRTUS VARIABLE INSURANCE TRUST
PROSPECTUS
Virtus International Series
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The Prospectus describes the Virtus International Series (the Series), which is available as an underlying investment through a variable life insurance policy or a variable annuity contract (a variable contract). For information about your variable contract, including information about insurance-related expenses, see the prospectus for your variable contract.
The Securities and Exchange Commission has not approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Please carefully consider the investment objectives, risks, charges and expenses of the Series before investing. For this and other information about any Virtus Variable Insurance Trust series, call 800-367-5877 or visit virtus.com for a prospectus. Read it carefully before you invest. |
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May 1, 2013
Not FDIC Insured No Bank Guarantee May Lose Value |
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Virtus International Series
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Payments to Insurance Companies and Other Financial Intermediaries |
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Virtus International Series
The Series has an investment objective of high total return consistent with reasonable risk.
The following table describes the fees and expenses you may pay if you buy and hold shares of the Virtus International Series. The table does not include any fees or sales charges imposed under the variable contracts for which the Series is an investment option. If they were included, your costs would be higher.
| Shareholder Fees (fees paid directly from your investment): | None |
| Annual Series Operating Expenses (expenses that you pay each year as a percentage of the value of your investment): | Class A | Class I | ||||||
| Management Fees | 0.74% | 0.74% | ||||||
| Distribution and/or Service (12b-1) Fees | 0.25% | None | ||||||
| Other Expenses (1) | 0.18% | 0.18% | ||||||
| Total Annual Series Operating Expenses | 1.17% | 0.92% | ||||||
| (1) | Restated to reflect current expenses. |
Example
This example is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Series for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Series total operating expenses remain the same. The example does not reflect variable contract fees and charges, and if it did, the costs shown would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
| Class A | $119 | $372 | $644 | $1,420 | ||||||||||||
| Class I | $94 | $293 | $509 | $1,131 | ||||||||||||
Portfolio Turnover
The Series pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in Annual Series Operating Expenses or in the Example, affect the Series performance. During the most recent fiscal year, the Series portfolio turnover rate was 13% of the average value of its portfolio.
Principal Investment Strategies
The Series invests in a diversified portfolio of securities of non-U.S. issuers, including companies, governments, governmental agencies and international organizations, which may be denominated in foreign currencies. The Series may invest in any region of the world, including emerging markets. Under normal circumstances, the Series will invest at least 80% of its assets in non-U.S. issuers located in no fewer than three countries. From time to time, the Series may have more than 25% of its assets invested in any major industrial or developed country.
The Series will invest primarily in common stocks of established non-U.S. companies, as well as preferred stock and depositary receipts, believed to have potential for capital growth, income or both.
The Series may not achieve its objective, and it is not intended to be a complete investment program. The value of the Series investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of the Series investments decreases, you will lose money. Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the Series invests can be worse than expected, and investments may fail to perform as the subadviser expects. As a result, the value of your shares may decrease. The principal risks of investing in the Series are:
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Depositary Receipts Risk. The risk that investments in foreign companies through depositary receipts will expose the Series to the same risks as direct investments in securities of foreign issuers. |
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Emerging Market Investing Risk. The risk that prices of emerging markets securities will be more volatile, or will be more greatly affected by negative conditions, than those of their counterparts in more established foreign markets. |
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Equity Securities Risk. The risk that events negatively affecting issuers, industries or financial markets in which the Series invests will impact the value of the stocks held by the Series and thus, the value of the Series shares over short or extended periods. |
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Foreign Investing Risk. The risk that the prices of foreign securities in the Series portfolio will be more volatile than those of domestic securities, or will be negatively affected by economic, political or other developments. |
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Market Volatility Risk. The risk that the value of the securities in which the Series invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods. |
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Preferred Stock Risk. The risk that preferred stock will decline in price, fail to pay dividends when expected, or be illiquid. |
The following bar chart and table provide some indication of the risks of investing in the Series. The bar chart shows changes in the Series performance from year to year over a 10-year period. The table shows how the Series average annual returns compare to those of a broad-based securities market index that reflects the market sectors in which the Series invests (the MSCI EAFE ® Index (net)) and a broad-based U.S. market index (the S&P 500 ® Index). The Series past performance is not necessarily an indication of how the Series will perform in the future. The Series returns in the chart and table do not reflect the deduction of any separate account or variable contract charges. The returns would have been less than those shown if such charges were deducted.
Calendar Year Annual Total Returns for Class A Shares
| Best Quarter: 2Q/2009: 26.08% | Worst Quarter: 4Q/2008: -21.56% | Year to date (3/31/13): 3.12% |
| Average Annual Total Returns (for the periods ended 12/31/12) | 1 Year | 5 Years | 10 Years | |||||||
| Class A | 16.52% | 1.49% | 11.53% | |||||||
| S&P 500 ® Index (does not reflect fees or expenses) | 16.00% | 1.66% | 7.10% | |||||||
| MSCI EAFE ® Index (net) (does not reflect fees or expenses) | 17.32% | -3.69% | 8.21% | |||||||
Class I Shares have not had a full calendar year of investment operations; therefore, performance information for Class I Shares is not included here. However, the returns for Class I Shares would have been substantially similar to those shown because Class I Shares and Class A Shares are invested in the same portfolio of securities. Class A Shares pay distribution and services (12b-1) fees and Class I Shares do not; therefore, had the Class I Shares been operational during the periods shown, investment performance would have been higher than for Class A Shares.
Updated performance information is available at virtus.com or by calling 800-367-5877.
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The Adviser and Subadviser
Virtus Investment Advisers, Inc. (VIA) is the investment adviser to the Series.
Aberdeen Asset Management Inc. (AAMI), a wholly owned subsidiary of Aberdeen Asset Management PLC (Aberdeen), is the subadviser to the Series.
Portfolio Managers
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Jamie Cumming, CFA, Senior Investment Manager at AAMI and Aberdeen. Mr. Cumming has served as a Portfolio Manager of the Series since 2003. |
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Stephen Docherty, Head of Global Equities at AAMI and Aberdeen. Mr. Docherty has served as a Portfolio Manager of the Series since 2000. |
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Samantha Fitzpatrick, CFA, Senior Investment Manager at AAMI and Aberdeen. Ms. Fitzpatrick has served as a Portfolio Manager of the Series since 2001. |
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Andrew McMenigall, Senior Investment Manager at AAMI and Aberdeen. Mr. McMenigall has served as a Portfolio Manager of the Series since 2003. |
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Bruce Stout, Senior Investment Manager at AAMI and Aberdeen. Mr. Stout has served as a Portfolio Manager of the Series since 2000. |
Purchase and Sale of Series Shares
The Series does not offer its shares to the general public. The Series currently offers shares only to the separate accounts of participating insurance companies. Virtus Variable Insurance Trust (the Trust), of which the Series is a separate investment portfolio, has entered into an agreement with the insurance company sponsor of each separate account (participation agreement) setting forth the terms and conditions pursuant to which the insurance company will purchase and redeem shares of the Series. For information concerning the purchase of units of the separate accounts, see the variable contract prospectus.
Since the separate accounts are the only shareholders of the Series, no discussion is included herein as to the Federal income tax consequences at the shareholder level. For information concerning the Federal income tax consequences to the purchasers of variable contracts, see the variable contract prospectus which describes the particular separate account and variable contract.
Payments to Insurance Companies and Other Financial Intermediaries
Series shares are generally available only through intermediaries, i.e. , the separate accounts. The Series (and/or its related companies) may pay the insurance companies (and/or their related companies) for distribution and/or other services; some of the payments may, in turn, go to broker-dealers and other financial intermediaries. For example, the Series may make payments for sub-transfer agency services to one or more of the insurance companies. Such payments may create a conflict of interest for an intermediary by influencing the intermediarys investment recommendations, or be a factor in the insurance companys decision to include the Series as an underlying investment option in a variable contract. Ask your salesperson or review your variable contract prospectus for more information.
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More About Principal Investment Strategies
The Series invests in a diversified portfolio of securities of non-U.S. issuers, including companies, governments, governmental agencies and international organizations, which may be denominated in foreign currencies. The Series may invest in any region of the world. Under normal circumstances, the Series will invest at least 80% of its assets in non-U.S. issuers located in no fewer than three countries. From time to time, the Series may have more than 25% of its assets invested in any major industrial or developed country.
The Series will invest primarily in common stocks of established non-U.S. companies, as well as preferred stocks, and depositary receipts, believed to have potential for capital growth, income or both. The Series may invest in any amount for capital growth or for income. In determining whether assets will be invested for capital growth or for income, the subadviser will analyze the international equity and fixed-income markets and assess the degree of risk and level of return that can be expected from each market.
Country and geographic allocations are based on such economic, monetary and political factors as:
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prospects for relative economic growth among countries; |
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expected levels of inflation; |
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government policies influencing business decisions; |
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relative price levels of the various capital markets; |
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the outlook for currency relationships; and |
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the range of individual investment opportunities available. |
The Series policy of investing 80% of its assets in non-U.S. issuers located in no fewer than three countries may be changed only upon 60 days written notice to shareholders.
The Series intends to invest primarily in established companies in countries with either developed or emerging markets. As of December 31, 2012, the market capitalization range for the Series equity securities was $4.4 billion to $234.0 billion.
Within the designated country allocations, the subadviser uses primary research to select individual securities for investment based on factors such as industry growth, management strength and treatment of minority shareholders, financial soundness, market share, company valuation and earnings strength.
Temporary Defensive Strategy: During periods of adverse market conditions, the Series may take temporary defensive positions that are inconsistent with its principal investment strategies by holding all or part of its assets in cash or short-term money market instruments including obligations of the U.S. Government, high-quality commercial paper, certificates of deposit, bankers acceptances, bank interest-bearing demand accounts, and repurchase agreements secured by U.S. Government securities. When this allocation happens, the Series may not achieve its objective.
Depositary Receipts Risk
The Series may invest in American Depositary Receipts (ADRs) sponsored by U.S. banks, European Depositary Receipts (EDRs), Global Depositary Receipts (GDRs), ADRs not sponsored by U.S. banks, other types of depositary receipts (including non-voting depositary receipts) and other similar instruments representing securities of foreign companies. Although certain depositary receipts may reduce or eliminate some of the risks associated with foreign investing, these types of securities generally are subject to many of the same risks as direct investments in securities of foreign issuers.
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Equity Securities Risks
Generally, prices of equity securities are more volatile than those of fixed income securities. The prices of equity securities will rise and fall in response to a number of different factors. In particular, equity securities will respond to events that affect entire financial markets or industries (such as changes in inflation or consumer demand) and to events that affect particular issuers (such as news about the success or failure of a new product). Equity securities also are subject to stock market risk, meaning that stock prices in general may decline over short or extended periods of time. When the value of the stocks held by the Series goes down, the value of the Series shares will be affected.
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Large Market Capitalization Companies Risk. The value of investments in larger companies may not rise as much as smaller companies, or larger companies may be unable to respond quickly to competitive challenges, such as changes in technology and consumer tastes. |
Foreign Investing Risks
Investing in securities of non-U.S. companies involves special risks and considerations not typically associated with investing in U.S. companies, and the values of non-U.S. securities may be more volatile than those of U.S. securities. The values of non-U.S. securities are subject to economic and political developments in countries and regions where the issuers operate or are domiciled, or where the securities are traded, such as changes in economic or monetary policies, and to changes in currency exchange rates. Values may also be affected by restrictions on receiving the investment proceeds from a non-U.S. country.
In general, less information is publicly available about non-U.S. companies than about U.S. companies. Non-U.S. companies are generally not subject to the same accounting, auditing and financial reporting standards as are U.S. companies. Certain foreign issuers classified as passive foreign investment companies may be subject to additional taxation risk.
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Currency Rate Risk. Because the foreign securities in which the Series invests generally trade in currencies other than the U.S. dollar, changes in currency exchange rates will affect the Series net asset value, the value of dividends and interest earned, and gains and losses realized on the sale of securities. Because the value of the Series shares is calculated in U.S. dollars, it is possible for the Series to lose money by investing in a foreign security if the local currency of a foreign market depreciates against the U.S. dollar, even if the local currency value of the Series holdings goes up. Generally, a strong U.S. dollar relative to such other currencies will adversely affect the value of the Series holdings in foreign securities. |
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Emerging Market Investing Risk. The risks of foreign investments are generally greater in countries whose markets are still developing than they are in more developed markets. Emerging market countries typically have economic and political systems that are less fully developed, and can be expected to be less stable than those of more developed countries. For example, the economies of such countries can be subject to rapid and unpredictable rates of inflation or deflation. Since these markets are often small, they may be more likely to suffer sharp and frequent price changes or long-term price depression because of adverse publicity, investor perceptions or the actions of a few large investors. They may also have policies that restrict investment by foreigners, or that prevent foreign investors from withdrawing their money at will. Certain emerging markets may also face other significant internal or external risks, including the risk of war and civil unrest. For all of these reasons, investments in emerging markets may be considered speculative. |
To the extent that the Series invests a significant portion of its assets in a particular country or region, the Series will be more vulnerable to financial, economic, political and other developments affecting the fiscal stability of that country or region, and conditions that negatively impact that country or region will have a greater impact on the Series as compared with the Series that does not have its holdings concentrated in a particular country or region.
Market Volatility Risk
The value of the securities in which the Series invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods.
Instability in the financial markets has exposed the Series to greater market and liquidity risk and potential difficulty in valuing portfolio instruments that it holds. In response to financial markets that experienced extreme volatility, and in
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some cases a lack of liquidity, the U.S. Government has taken a number of unprecedented actions, including acquiring distressed assets from financial institutions and acquiring ownership interests in those institutions. The implications of government ownership and disposition of these assets are unclear. Additional legislation or government regulation may also change the way in which funds themselves are regulated, which could limit or preclude the Series ability to achieve its investment objective.
Preferred Stock Risk
Preferred stocks may provide a higher dividend rate than the interest yield on debt securities of the same issuer, but are subject to greater risk of fluctuation in market value and greater risk of non-receipt of income. Unlike interest on debt securities, dividends on preferred stocks must be declared by the issuers board of directors before becoming payable. Preferred stocks are in many ways like perpetual debt securities, providing a stream of income but without stated maturity date. Because they often lack a fixed maturity or redemption date, preferred stocks are likely to fluctuate substantially in price when interest rates change. Such fluctuations generally are comparable to or exceed those of long-term government or corporate bonds (those with maturities of fifteen to thirty years). Preferred stocks have claims on assets and earnings of the issuer which are subordinate to the claims of all creditors but senior to the claims of common stockholders. A preferred stock rating differs from a bond rating because it applies to an equity issue which is intrinsically different from, and subordinated to, a debt issue. Preferred stock ratings generally represent an assessment of the capacity and willingness of an issuer to pay preferred stock dividends and any applicable sinking fund obligations. Preferred stock also may be subject to optional or mandatory redemption provisions, and may be significantly less liquid than many other securities, such as U.S. Government securities, corporate debt or common stock.
The Adviser
VIA has served as the investment adviser to the Series since November 2010. VIA, located at 100 Pearl Street, Hartford, CT 06103, acts as the investment adviser for over 50 mutual funds and as adviser to institutional clients. As of December 31, 2012, VIA had approximately $29.8 billion in assets under management. VIA has acted as an investment adviser for over 80 years and is an indirect wholly-owned subsidiary of Virtus Investment Partners, Inc., a publicly traded multi-manager asset management business.
Pursuant to the Investment Advisory Agreement with the Series and subject to the direction of the Trusts Board of Trustees, VIA is responsible for managing the Series investment program in conformity with the stated policies of the Series as described in this prospectus. VIA, with the approval of the Trusts Board of Trustees, has selected Aberdeen, to serve as subadviser and perform the day-to-day portfolio management of the Series. Aberdeen, subject to the supervision of VIA, is responsible for deciding which securities to purchase and sell for the Series and for placing the Series transactions.
The Series pays VIA an investment management fee that is accrued daily against the value of the Series net assets at the following annual rate:
| 1 st $250 million | $250+ million through $500 million | Over $500 million | ||
| 0.75% | 0.70% | 0.65% |
For its last fiscal year, the Series paid advisory fees at the rate 0.74% of its average net assets.
The Trust has entered into an expense limitation agreement with VIA whereby VIA has agreed to reimburse the Series for expenses necessary or appropriate for the operation of the Series (excluding interest, taxes, extraordinary expenses, and acquired fund fees and expenses, if any) to the extent that such expenses exceed 1.23% of the Series Class A Shares and 0.98% of the Series Class I Shares average net assets. This expense limitation agreement is in place through April 30, 2014. After April 30, 2014, VIA may discontinue this expense reimbursement arrangement at any time. Under certain conditions, VIA may recapture operating expenses reimbursed under an expense reimbursement arrangement for a period of three years following the fiscal year in which such reimbursement occurred.
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VIA serves as a manager of managers of the Series. In this capacity, VIA: (i) sets the Series overall investment strategies; (ii) evaluates, selects, and recommends to the Board one or more subadvisers needed to manage all or part of the assets of the Series; (iii) monitors and evaluates the subadvisers investment programs and results as well as the performance of the subadvisers relative to the applicable benchmark indexes; and (iv) reviews the Series compliance with its investment objectives, policies and restrictions.
The Trust and VIA have each received an exemptive order from the Securities and Exchange Commission (SEC) that permits VIA, subject to certain conditions and without the approval of shareholders to: (a) employ a new unaffiliated subadviser for a Series pursuant to the terms of a new subadvisory agreement, in each case either as a replacement for an exiting subadviser or as an additional subadviser; (b) change the terms of any subadvisory agreement; and (c) continue the employment of an existing subadviser on the same subadvisory agreement terms where an agreement has been assigned because of a change in control of the subadviser. In such circumstances, shareholders would receive notice of such action, including the information concerning the new subadviser that normally is provided in a proxy statement.
The Subadviser
AAMI is the subadviser to the Series. AAMI is a wholly owned subsidiary of Aberdeen which was founded in 1983 and through subsidiaries operating worldwide, provides investment management services to other mutual fund portfolios, unit investment trusts, segregated pension funds and other institutional and private portfolios. As of December 31, 2012, Aberdeen and its advisory subsidiaries had approximately $314.3 billion in assets under management. Aberdeens principal offices are located at Bow Bells House, 1 Bread Street, London EC4M 9HH.
From its investment advisory fee, VIA, not the Series, pays AAMI for its subadvisory services at the annual rate of 0.25% of the Series average daily net assets.
Board of Trustees Approval of Investment Advisory and Subadvisory Agreements
The Trusts annual report to shareholders for the year ended December 31, 2012 contains a discussion regarding the basis for the Trusts Board of Trustees approval of the investment advisory and investment subadvisory agreements for the Series.
Portfolio Management
The Series is managed by Aberdeens Global Equities team of investment professionals. The Series is managed by a team approach. Listed below are five key members of the Global Equities team. The team members are all based in Edinburgh, Scotland. The Global Equities team uses Aberdeens regional specialists around the world who formulate a best ideas list, which is the global equity buy list. The team operates in an open-plan environment with collective responsibility for investment decisions/ideas.
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Jamie Cumming, CFA. Mr. Cumming has served on the Series portfolio management team since 2003. Mr. Cumming joined Aberdeen in 2003 and currently serves as a Senior Investment Manager on the Global Equities team. |
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Stephen Docherty. Mr. Docherty has served on the Series portfolio management team since 2000. Mr. Docherty joined Aberdeen in 1994 and has been Head of Global Equities since 2003. He is responsible for all matters relating to the management of Aberdeens global equity funds. |
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Samantha Fitzpatrick, CFA. Ms. Fitzpatrick has served on the Series portfolio management team since 2001. Ms. Fitzpatrick serves as a Senior Investment Manager on the Global Equities team. She joined Aberdeen in 2001, via the acquisition of Murray Johnstone, where she worked as a performance & risk analyst before joining the Global Equity team in 2000. |
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Andrew McMenigall. Mr. McMenigall has served on the Series portfolio management team since 2003. Mr. McMenigall joined Aberdeen in 2003 and serves as a Senior Investment Manager on the Global Equities team. |
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Bruce Stout. Mr. Stout has served on the Series portfolio management team since 2000. Mr. Stout joined Aberdeen in 2000 and serves as a Senior Investment Manager on the Global Equities team. |
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All investment decisions are made by the team as a whole and not by any one individual. Aberdeen does not employ separate research analysts. Instead, the investment managers combine the roles of analysis with portfolio management. Each member of the team has sector and portfolio responsibilities such as day-to-day monitoring of liquidity. (Note that managers do not make investment decisions unilaterally.) The overall result of this matrix approach is a high degree of cross-coverage, leading to a deeper understanding of the companies in which the team invests.
The statement of additional information (SAI) provides additional information about the portfolio managers compensation, other accounts managed by the portfolio managers and the portfolio managers ownership of securities in the Series.
Other Investment Strategies and Risks
Information about the Series principal investment strategies and risks appears in the Fund Summary section and the sections entitled More About Principal Investment Strategies and More About Principal Risks above. The information below describes other investment strategies that the Series may use that are not principal strategies and the risks of those strategies, arranged in alphabetical order. Further descriptions of these investment strategies and practices can be found in the SAI.
One or more of the following risks may apply to the Series indirectly through its investments in other investment companies, including exchange-traded funds (ETFs). The greater an investment in a particular asset class by the Series, the greater the impact to the Series of the risks related to the class.
Convertible Securities
The Series may invest in convertible securities, which are bonds, debentures, notes, preferred stock, rights, warrants or other securities that may be converted into or exchanged for a prescribed amount of common stock or other security of the same or a different issuer or into cash within a particular period of time at a specified price or formula. A convertible security generally entitles the holder to receive interest paid or accrued on debt securities or the dividend paid on preferred stock until the convertible security matures or is redeemed, converted or exchanged. If a convertible security is called for redemption, the Series may have to redeem the security, convert it into common stock or sell it to a third party at a price and time that is not beneficial for the Series. The value of convertible securities tends to decline as interest rates rise and, because of the conversion feature, tends to vary with fluctuations in the market value of the underlying securities. Securities convertible into common stocks may have higher yields than common stocks but lower yields than comparable nonconvertible securities.
Derivatives
The Series may enter into derivative transactions (contracts whose value is derived from the value of an underlying asset, index or rate) including futures, options, non-deliverable forwards, forward foreign currency exchange contracts and swap agreements. The Series may use derivatives to hedge against factors that affect the value of its investments, such as interest rates and foreign currency exchange rates. The Series may also utilize derivatives as part of its overall investment technique to gain or lessen exposure to various securities, markets and currencies.
Derivatives typically involve greater risks than traditional investments. It is generally more difficult to ascertain the risk of, and to properly value, derivative contracts. The prices of derivatives may move in unexpected ways, especially in abnormal market conditions. Derivatives are usually less liquid than traditional securities and are subject to counterparty risk (the risk that the other party to the contract will default or otherwise not be able to perform its contractual obligations). In addition, some derivatives transactions may involve potentially unlimited losses. Derivative contracts entered into for hedging purposes may also subject the Series to losses if the contracts do not correlate with the assets, indexes or rates they were designed to hedge. Gains and losses derived from hedging transactions are, therefore, more dependent upon the subadvisers ability to correctly predict the movement of the underlying asset prices, indexes or rates. The Series use of derivatives may also increase the amount of taxes payable by shareholders or the resources required by the Series or its adviser to comply with particular regulatory requirements.
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Equity Equivalent Investments. The Series may invest in equity equivalents, which include stock index futures contracts. Stock index futures contracts are agreements whereby two parties agree to take or make delivery of an |
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amount of cash based on the value of an index on a specified future date. Investment in index futures contracts allows an investor to participate in the performance of the index without the costs of buying the stocks comprising the index. Equity equivalents may be used for several purposes: (i) to simulate full investment in the underlying index while retaining a cash balance for fund management purposes; (ii) to facilitate trading; (iii) to reduce transaction costs; or (iv) to seek higher investment returns where an equity equivalent is priced more attractively than securities in the index. |
Illiquid and Restricted Securities
Certain securities in which the Series invests may be difficult to sell at the time and price beneficial to the Series, for example due to low trading volumes or legal restrictions. When there is no willing buyer or a security cannot be readily sold, the Series may have to sell at a lower price or may be unable to sell the security at all. The sale of such securities may also require the Series to incur expenses in addition to those normally associated with the sale of a security.
Investments in Other Investment Companies and Exchange-Traded Funds
The Series may invest in securities of other investment companies, including shares of closed-end investment companies, unit investment trusts, and open-end investment companies. Investing in other investment companies involves substantially the same risks as investing directly in the underlying instruments, but may involve additional expenses at the investment company-level, such as portfolio management fees and operating expenses. Certain types of investment companies, such as closed-end investment companies, issue a fixed number of shares that trade on a stock exchange or over-the-counter at a premium or a discount to their net asset value. Others are continuously offered at net asset value.
The Series may invest in other investment companies to take advantage of investment opportunities in certain countries where the Series otherwise would not be able to invest or where the size of a Series investment in a particular country would be too small.
The Series may also acquire ETFs or similar securities in order to achieve market or industry exposure pending direct investments in equity securities. An ETF is an investment company the shares of which are continuously offered at net asset value only in large aggregations, but are traded on an exchange in smaller amounts.
Assets invested in other investment companies incur a layering of expenses including operating costs, advisory fees and administrative fees that investors in the Series will indirectly bear.
Leverage
When the Series makes investments in futures contracts, forward contracts, swaps and other derivative instruments, the futures contracts, forward contracts, swaps and certain other derivatives provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. When the Series uses leverage through activities such as borrowing, entering into short sales, purchasing securities on margin or on a when-issued basis, or purchasing derivative instruments in an effort to increase its returns, the Series has the risk of magnified capital losses that occur when losses affect an asset base, enlarged by borrowings or the creation of liabilities, that exceeds the net assets of the Series. The value of the shares of the Series when it employs leverage will be more volatile and sensitive to market movements. Leverage may also involve the creation of a liability that requires the Series to pay interest.
Securities Lending
The Series may loan portfolio securities with a value up to one-third of its total assets to increase its investment returns. If the borrower is unwilling or unable to return the borrowed securities when due, the Series can suffer losses. In addition, there is a risk of delay in receiving additional collateral or in the recovery of the securities, and a risk of loss of rights in the collateral, in the event that the borrower fails financially. There is also a risk that the value of the investment of the collateral could decline, causing a loss to the Series.
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Small and Medium Market Capitalization Companies
The Series may invest in companies with small and medium capitalizations, which often have narrower markets, fewer products or services to offer, and more limited managerial and financial resources than larger, more established companies. As a result, the performance of small and medium-sized companies may be more volatile, and they may face a greater risk of business failure, which could increase the volatility and risk of loss to the Series.
Distribution Plan (Class A Shares only)
The Trust, on behalf of each series of the Trust, including with respect to the Class A Shares of the International Series, has adopted a plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the Distribution Plan). Pursuant to the Distribution Plan, the Trust has entered into a Distribution Agreement relating to the Distribution Plan with VP Distributors, LLC (the Distributor) located at 100 Pearl Street, Hartford, CT 06103. The Distributor is an affiliate of the adviser, and serves as principal underwriter for the Trust. The Distribution Plan permits the use of Series assets to help finance the distribution of the shares of the Series.
Under the Distribution Plan, the Trust, on behalf of each Series, is permitted to pay to the Distributor (who may in turn pay other service providers) up to a total of 0.25% of the average daily net assets of Class A of the Series, as payment for services rendered in connection with the distribution of shares. Because these fees are paid out of Series assets on an ongoing basis, over time these costs will increase the cost of your investment and may cost you more than other types of sales charges.
More About the Trust and the Series
Organization of the Trust
The Trust was organized as a Massachusetts business trust on February 18, 1986. It was subsequently reorganized into a Delaware statutory trust on February 14, 2011. The Trust currently consists of nine series of which the Series is one. The Trusts business and affairs are managed by its Board of Trustees.
Shares of Beneficial Interest
Shares (including fractional shares) of the Series have equal rights with regard to voting, redemptions, dividends, distributions and liquidations with respect to the Series. All voting rights of the separate accounts as shareholders are passed through to the variable contract owners. Shareholders of all series of the Trust currently vote on the election of Trustees and other matters. On matters affecting an individual series such as the Series (such as approval of an advisory or subadvisory agreement or a change in fundamental investment policies), a separate vote of that series is required. On matters affecting an individual class (such as approval of matters relating to a Distribution Plan for a particular class of shares), a separate vote of that class is required. The Trust is not required to hold annual shareholder meetings.
Series shares attributable to any insurance company assets and Series shares for which no timely instructions from variable contract owners are received will be voted by the appropriate insurance company in the same proportion as those shares for which instructions are received.
The assets received by the Trust for the issue or sale of shares of the Series, and all income, earnings, profits and proceeds thereof, subject only to the rights of creditors, are allocated to the Series, and constitute the underlying assets of the Series. The underlying assets of the Series are required to be segregated on the books of account, and are to be charged with the expenses of the Series and with a share of the general expenses of the Trust. Any general expenses of the Trust not readily identifiable as belonging to a particular series shall be allocated by or under the direction of the Trustees in such manner as the Trustees determine to be fair and equitable.
Taxes
The Trust intends for the Series to qualify as a regulated investment company (RIC) by satisfying the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code), including requirements with
| 10 | Virtus International Series |
respect to diversification of assets, distribution of income, and sources of income. In general, a series that qualifies as a RIC will be relieved of federal income tax on its net investment income and net capital gains distributed to its shareholders. In addition, the Trust intends for the Series to comply with the investment diversification requirements for variable contracts contained in the Code. Moreover, the Trust intends to distribute sufficient net investment income and net capital gains of the Series to avoid imposition of any federal excise tax.
Accordingly, the Trust intends that, at the close of each quarter of the taxable year, (i) not more than 25% of the market value of the Series total assets will be invested in the securities of a single issuer and (ii) with respect to 50% of the market value of the Series total assets, not more than 5% of the market value of the Series total assets will be invested in the securities of a single issuer and the Series will not own more than 10% of the outstanding voting securities of a single issuer.
Actual and deemed distributions of ordinary income and net capital gains generally are taxable to the Series shareholders, which in this case are the separate accounts. Because the sole shareholders of the Series will be the separate accounts, no discussion is included in this prospectus as to the federal income tax consequences at the shareholder level. For information concerning the federal income tax consequences to purchasers of the variable contracts, please see the variable contract prospectuses.
Disruptive Trading and Market Timing
As an investment vehicle for variable contracts, which are designed as long-term investments, the Series is not appropriate for market timing or other trading strategies that entail rapid or frequent investment and trading. Frequent purchases, redemptions and transfers, transfers into and then out of the Series in a short period of time, and transfers of large amounts at one time may be indicative of market timing and otherwise disruptive trading (Disruptive Trading), which can have risks and harmful effects for other investors. These risks and harmful effects include:
| · |
dilution of the interests of long-term investors, if market timers or others transfer into the Series at prices that are below the true value or exchange out of the Series at prices that are higher than the true value; |
| · |
an adverse effect on portfolio management, such as causing the Series to maintain a higher level of cash than would otherwise be the case, or causing the Series to liquidate investments prematurely; and |
| · |
increased brokerage and administrative expenses. |
Because the Series invests primarily in international securities, it may be more susceptible to pricing arbitrage opportunities than a fund that invests primarily in domestic securities as a result of time zone differences between the closing of international and domestic markets.
In order to attempt to protect Trust investors, the Trusts Board of Trustees has adopted market timing policies reasonably designed to discourage Disruptive Trading. The Trust reserves the right to amend these policies at any time without prior notice. Because the record owners of the Series are the insurance companies and not the variable contract owners, the Trust is not ordinarily in a position to monitor for or uncover Disruptive Trading by variable contract owners. Therefore, under the Trusts policies, the Trust delegates to each insurance company the duty to establish and maintain policies and procedures designed to detect, monitor and deter (including, without limitation, by rejecting specific purchase orders) investors (or their agents) whose purchase and redemption activity follows a Disruptive Trading pattern, and to take such other actions as the insurance company may deem necessary to discourage or reduce Disruptive Trading activities. An insurance company may only modify such policies and procedures if it provides reasonable notice to the Trust and the Trusts Chief Compliance Officer. Please see your variable contract prospectus for information relating to applicable restrictions on purchases or transfers through your variable contract.
The Trust may also take certain actions to stop Disruptive Trading, including imposing redemption fees for the Series and ceasing sales of additional shares of the Series to a separate account through which variable contract owners are engaging in Disruptive Trading. Because the Trust reserves discretion in applying these policies, they may not be applied uniformly. In addition, the Trust, as required under SEC regulations, has entered into an agreement with each insurance company under which the insurance companies have agreed to provide the Trust or its designee with information about variable contract owner transactions in the Series upon request.
| Virtus International Series | 11 |
Although the Trust will endeavor to ensure that each insurance company can and does identify and deter Disruptive Trading by its variable contract owners, the Trust cannot control their efforts or guarantee their success at deterrence. In addition, the Trust cannot guarantee that monitoring by the insurance companies and the Trust will be 100% successful in detecting all Disruptive Trading activity. Consequently, there is a risk that some investors could engage in Disruptive Trading while others will bear the effects of their Disruptive Trading activities.
Portfolio Holdings
A description of the Trusts policies and procedures with respect to the disclosure of the Series portfolio securities is available in the SAI.
Shares of the Series are not available to the public directly. You may invest in the Series by buying a variable accumulation annuity contract or a variable universal life insurance policy from an insurance company and directing the allocation of the net purchase payment(s) to the investment option corresponding to the Series. The appropriate insurance company will, in turn, invest payments in shares of the Series as the investor directs at the net asset value next determined.
The Series offers Class A Shares and Class I Shares. Both share classes may not be available for purchase through your variable contract. See your variable contract prospectus for a description of the available share class(es).
Sales Charge and Surrender Charges
The Series does not assess any sales charge, either when it sells or when it redeems securities. The sales charges that may be assessed under the variable contracts or policies are described in the variable contract prospectuses, as are other charges.
Determination of Net Asset Value
The net asset value (NAV) per share of the Series is determined as of the close of regular trading of the New York Stock Exchange (NYSE) on days when the NYSE is open for trading. Since the Series does not price securities on weekends or United States national holidays, but foreign markets may be open on these days, the value of any foreign assets of the Series and, therefore, the Series NAV may be significantly affected on days when an investor has no access to the Series. The NAV per share of the Series is determined by adding the values of all securities and other assets of the Series, subtracting liabilities and dividing by the total number of outstanding shares of the Series. Assets and liabilities are determined in accordance with generally accepted accounting principles and applicable rules and regulations of the SEC.
Assets: Equity securities are valued at the official closing price (typically last sale) on the exchange on which the securities are principally traded or, if no closing price is available or there had been no sale that day, at the last bid price. Debt securities are valued on the basis of broker quotations or valuations provided by a pricing service which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Short-term investments having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value. Shares of other investment companies are valued at their respective NAVs. All other securities and assets are valued at their fair value as determined in good faith by or under the direction of the Trustees. Other assets, such as accrued interest, accrued dividends and cash are also included in determining the Series NAV.
A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary exchange for such security by the Trustees or their delegates. Because of the need to obtain prices as of the close of trading on exchanges throughout the world, the calculation of the NAV of the Series may not take place contemporaneously with the determination of the prices of certain portfolio securities of the Series. All assets and liabilities initially expressed in foreign currency values will be converted into United States dollar values using the foreign currency exchange rate of such currencies against United States dollars as last quoted by any recognized
| 12 | Virtus International Series |
dealer. If an event were to occur after the value of an investment was so established but before the NAV per share was determined, which was likely to materially change the NAV, then the instrument would be valued using fair value considerations by the Board or its delegates.
Liabilities: Accrued liabilities for the Series-specific expenses (if any) and other liabilities are deducted from the assets of the Series. Accrued expenses and liabilities that are not Series-specific are allocated among the series of the Trust in proportion to each series net assets except where an alternative allocation can be more appropriately made.
Fair Valuation
If market quotations are not readily available or where available prices are not reliable, the Series determines a fair value for an investment according to rules and procedures approved by the Board. The types of assets for which such pricing might be required include: (i) securities whose trading has been suspended; (ii) securities where the trading market is unusually thin or trades have been infrequent; (iii) debt securities that have recently gone into default and for which there is no current market quotation; (iv) a security whose market price is not available from an independent pricing source and for which otherwise reliable quotes are not available; (v) securities of an issuer that has entered into a restructuring; (vi) a security whose price as provided by any pricing source, does not, in the opinion of the adviser/subadviser, reflect the securitys market value; (vii) foreign securities subject to trading collars for which limited or no trading takes place; and (viii) securities where the market quotations are not readily available as a result of significant events. This list does not include all situations that may require a security to be fair valued, nor is it intended to be conclusive in determining whether a specific event requires fair valuation.
The value of a portfolio security held by the Series for which market quotations are not readily available shall be determined in good faith and in a manner that assesses the securitys fair value on the valuation date ( i.e. , the amount that the Series might reasonably expect to receive for the security upon its current sale), based on a consideration of all available facts and all available information, including, but not limited to, the following: (i) the fundamental analytical data relating to the investment; (ii) an evaluation of the forces which influence the market in which these securities are purchased and sold ( e.g. , the existence of merger proposals or tender offers that might affect the value of the security); (iii) price quotes from dealers and/or pricing services; (iv) an analysis of the issuers financial statements; (v) trading volumes on markets or exchanges, or among dealers; (vi) recent news about the security or issuer; (vii) changes in interest rates; (viii) information obtained from the issuer, analysts, other financial institutions and/or the appropriate stock exchange (for exchange traded securities); (ix) whether two or more dealers with whom the subadviser regularly effects trades are willing to purchase or sell the security at comparable prices; (x) other news events or relevant matters; and (xi) government (domestic or foreign) actions or pronouncements.
Certain foreign common stocks may be fair valued in cases where closing prices are not readily available or are deemed not reflective of readily available market prices. For example, significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time of closing of the foreign market where the security is principally traded and the time that the Series calculates its NAV (generally, the close of the NYSE) that may impact the value of securities traded in these foreign markets. In such cases, information from an external vendor may be utilized to adjust closing market prices of certain foreign common stocks to reflect their fair value. Because the frequency of significant events is not predictable, fair valuation of certain foreign common stocks may occur on a frequent basis.
The value of a security, as determined using the Series fair valuation procedures, may not reflect such securitys market value.
| Virtus International Series | 13 |
The financial highlights table provided below is intended to help you understand the Series financial performance for the past five years. Certain information reflects financial results for a single share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Series (assuming reinvestment of all dividends and distributions). These figures do not include the imposition of separate account fees or expenses. If such fees or expenses were reflected, performance would be lower. This information has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm for the Series. Their report and the Series financial statements are included in the Series annual report to shareholders and incorporated by reference in the SAI.
Financial highlights for Class A Shares are shown to provide investors with financial information about the Series. The returns for Class I Shares would have been substantially similar to those shown because Class I Shares and Class A Shares are invested in the same portfolio of securities. However, Class A Shares pay distribution and services (12b-1) fees and Class I Shares do not. Had the Class I Shares been operational during the periods shown, dividend distributions (if any) and investment performance would have been higher than for Class A Shares.
Virtus International SeriesClass A Shares
|
1/1/12 to 12/31/12 |
1/1/11
to
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1/1/10
to
|
1/1/09
to
|
1/1/08
to
|
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Net Asset Value, Beginning of Period |
$ | 15.28 | $ | 16.45 | $ | 14.86 | $ | 10.95 | $ | 19.14 | ||||||||||
|
Net Investment Income (Loss) (1) |
0.41 | 0.47 | 0.35 | 0.31 | 0.40 | |||||||||||||||
|
Net Realized and Unrealized Gain (Loss) |
2.06 | (1.21 | ) | 1.61 | 4.01 | (7.57 | ) | |||||||||||||
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|
|
|
|
|
|
|
|
|
|
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Total from Investment Operations |
2.47 | (0.74 | ) | 1.96 | 4.32 | (7.17 | ) | |||||||||||||
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|
|
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|
|
|
|
|
|
|||||||||||
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Dividends from Net Investment Income |
(0.45 | ) | (0.43 | ) | (0.37 | ) | (0.41 | ) | (0.31 | ) | ||||||||||
|
Distributions from Net Realized Gains |
| | | | (0.71 | ) | ||||||||||||||
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|
|
|
|
|
|
|
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|||||||||||
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Total Distributions |
(0.45 | ) | (0.43 | ) | (0.37 | ) | (0.41 | ) | (1.02 | ) | ||||||||||
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|
|
|
|
|
|
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|
|||||||||||
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Change in Net Asset Value |
2.02 | (1.17 | ) | 1.59 | 3.91 | (8.19 | ) | |||||||||||||
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|
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Net Asset Value, End of Period |
$ | 17.30 | $ | 15.28 | $ | 16.45 | $ | 14.86 | $ | 10.95 | ||||||||||
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|
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|
|
|
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Total Return (2) |
16.52 | % | (4.57 | )% | 13.47 | % | 39.87 | % | (38.98 | )% | ||||||||||
|
Net Assets, End of Period (in thousands) |
$ | 341,717 | $ | 335,529 | $ | 403,607 | $ | 421,706 | $ | 319,937 | ||||||||||
|
Ratio of Net Operating Expenses to Average Net Assets (3) |
1.06 | % (4) | 1.03 | % | 1.03 | % | 1.03 | % | 1.00 | % | ||||||||||
|
Ratio of Gross Operating Expenses to Average Net Assets (before waivers and reimbursements) (3) |
1.18 | % | 1.19 | % | 1.08 | % | 1.08 | % | 1.00 | % | ||||||||||
|
Ratio of Net Investment Income to Average Net Assets |
2.53 | % | 2.91 | % | 2.36 | % | 2.55 | % | 2.56 | % | ||||||||||
|
Portfolio Turnover Rate |
13 | % | 17 | % | 24 | % | 26 | % | 33 | % | ||||||||||
Footnote Legend:
| (1) |
Computed using average shares outstanding. |
| (2) |
The total return does not include the expenses associated with the annuity or life insurance policy through which you invest. |
| (3) |
The Series will also indirectly bear their prorated share of expenses of any underlying funds in which it invests. Such expenses are not included in the calculation of this ratio. |
| (4) |
Blended net expense ratio. For additional information, see Note 3C in the Notes to Financial Statements in the Annual Report. |
| 14 | Virtus International Series |
100 Pearl Street
Hartford, CT 06103
ADDITIONAL INFORMATION
You can find more information about the Series in the following documents:
Annual and Semiannual Reports
Annual and semiannual reports contain more information about the Series investments. The annual report discusses the market conditions and investment strategies that significantly affected the Series performance during the last fiscal year.
Statement of Additional Information (SAI)
The SAI contains more detailed information about the Series. It is incorporated by reference and is legally part of the prospectus.
To obtain free copies of these documents, you can download copies at virtus.com/our-products/vit , or you can request copies by calling us toll-free at 800-367-5877.
Information about the Series (including the SAI) can be reviewed and copied at the Securities and Exchange Commissions (SEC) Public Reference Room in Washington, DC. For information about the operation of the Public Reference Room, call 202-551-8090. This information is also available on the SECs Internet site at sec.gov . You may also obtain copies upon payment of a duplicating fee by writing the Public Reference Section of the SEC, Washington, DC 20549-6009 or by electronic request at publicinfo@sec.gov .
Virtus Customer Service: 800-367-5877
|
Virtus Variable Insurance Trust Investment Company Act File No. 811-04642 8500 |
5-13 |
VIRTUS VARIABLE INSURANCE TRUST
PROSPECTUS
Virtus Multi-Sector Fixed Income Series
|
The Prospectus describes the Virtus Multi-Sector Fixed Income Series (the Series), which is available as an underlying investment through a variable life insurance policy or a variable annuity contract (a variable contract). For information about your variable contract, including information about insurance-related expenses, see the prospectus for your variable contract.
The Securities and Exchange Commission has not approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Please carefully consider the investment objectives, risks, charges and expenses of the Series before investing. For this and other information about any Virtus Variable Insurance Trust series, call 800-367-5877 or visit virtus.com for a prospectus. Read it carefully before you invest. |
|
May 1, 2013
Not FDIC Insured No Bank Guarantee May Lose Value |
|
Virtus Multi-Sector Fixed Income Series
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Payments to Insurance Companies and Other Financial Intermediaries |
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Virtus Multi-Sector Fixed Income Series
The Series has an investment objective of long-term total return.
The following table describes the fees and expenses you may pay if you buy and hold shares of the Virtus Multi-Sector Fixed Income Series. The table does not include any fees or sales charges imposed under the variable contracts for which the Series is an investment option. If they were included, your costs would be higher.
| Shareholder Fees (fees paid directly from your investment): | None |
| Annual Series Operating Expenses (expenses that you pay each year as a percentage of the value of your investment): | Class A | Class I | ||||||
| Management Fees | 0.50% | 0.50% | ||||||
| Distribution and/or Service (12b-1) Fees | 0.25% | None | ||||||
| Other Expenses (1) | 0.19% | 0.19% | ||||||
| Total Annual Series Operating Expenses | 0.94% | 0.69% | ||||||
| (1) | Restated to reflect current expenses. |
Example
This example is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Series for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Series total operating expenses remain the same. The example does not reflect variable contract fees and charges, and if it did, the costs shown would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||
| Class A | $96 | $300 | $520 | $1,155 | ||||||||||
| Class I | $70 | $221 | $384 | $859 | ||||||||||
Portfolio Turnover
The Series pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in Annual Series Operating Expenses or in the Example, affect the Series performance. During the most recent fiscal year, the Series portfolio turnover rate was 85% of the average value of its portfolio.
Principal Investment Strategies
The Series seeks to generate high current income and total return by applying extensive credit research and a time-tested approach to capitalize on opportunities across undervalued sectors of the bond market. The portfolio seeks diversification among 14 sectors in order to increase return potential and reduce risk.
Under normal circumstances, the Series invests at least 80% of its assets in fixed income securities. As of the date of this Prospectus, the subadviser intends to invest the Series assets in the following sectors of fixed income securities:
| · |
Securities issued or guaranteed as to principal and interest by the U.S. Government, its agencies, authorities or instrumentalities, including collateralized mortgage obligations (CMOs), real estate mortgage investment conduits (REMICs) and other pass-through securities; |
| · |
Debt securities issued by foreign issuers, including foreign governments and their political subdivisions and issuers located in emerging market countries (limited to 50% of the Series assets); |
| · |
Investment grade securities; and |
| · |
High yield-high risk fixed income securities of U.S. issuers (so called junk bonds) (limited to 50% of the Series assets). |
The Series may invest in all or some of these sectors.
| Virtus Multi-Sector Fixed Income Series | 1 |
The Series may not achieve its objective, and it is not intended to be a complete investment program. The value of the Series investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of the Series investments decreases, you will lose money. Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the Series invests can be worse than expected, and investments may fail to perform as the subadviser expects. As a result, the value of your shares may decrease. The principal risks of investing in the Series are:
| > |
Credit Risk. The risk that the issuer of a security will fail to pay interest or principal in a timely manner, or that negative perceptions of the issuers ability to make such payments will cause the price of the security to decline. |
| > |
Emerging Market Investing Risk. The risk that prices of emerging markets securities will be more volatile, or will be more greatly affected by negative conditions, than those of their counterparts in more established foreign markets. |
| > |
Foreign Investing Risk. The risk that the prices of foreign securities in the Series portfolio will be more volatile than those of domestic securities, or will be negatively affected by economic, political or other developments. |
| > |
High Yield-High Risk Fixed Income Securities (Junk Bonds) Risk. The risk that the issuers of high yield-high risk securities in the Series portfolio will default, that the prices of such securities will be volatile, and that the securities will not be liquid. |
| > |
Interest Rate Risk. The risk that when interest rates rise, the values of the Series debt securities, especially those with longer maturities, will fall. |
| > |
Long-Term Maturities/Durations Risk. The risk of greater price fluctuations than would be associated with securities having shorter maturities or durations. |
| > |
Market Volatility Risk. The risk that the value of the securities in which the Series invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods. |
| > |
Mortgage-Backed and Asset-Backed Securities Risk. The risk that changes in interest rates will cause both extension and prepayment risks for mortgage-backed and asset-backed securities in which the Series invests, or that an impairment of the value of collateral underlying such securities will cause the value of the securities to decrease. |
| > |
U.S. Government Securities Risk. The risk that the U.S. Government securities in the Series portfolio will be subject to price fluctuations, or that an agency or instrumentality will default on an obligation not backed by the full faith and credit of the United States. |
The following bar chart and table provide some indication of the risks of investing in the Series. The bar chart shows changes in the Series performance from year to year over a 10-year period. The table shows how the Series average annual returns compare to those of a broad-based market index. The Series past performance is not necessarily an indication of how the Series will perform in the future. The Series returns in the chart and table do not reflect the deduction of any separate account or variable contract charges. The returns would have been less than those shown if such charges were deducted.
Calendar Year Annual Total Returns for Class A Shares
| Best Quarter: 2Q/2009: 15.10% | Worst Quarter: 4Q/2008: -11.35% | Year to date (3/31/13): 1.72% |
| 2 | Virtus Multi-Sector Fixed Income Series |
| Average Annual Total Returns (for the periods ended 12/31/12) | 1 Year | 5 Years | 10 Years | |||||||
| Class A | 14.69% | 9.21% | 7.93% | |||||||
| Barclays U.S. Aggregate Bond Index (does not reflect fees or expenses) | 4.22% | 5.95% | 5.18% | |||||||
Class I Shares have not had a full calendar year of investment operations; therefore, performance information for Class I Shares is not included here. However, the returns for Class I Shares would have been substantially similar to those shown because Class I Shares and Class A Shares are invested in the same portfolio of securities. Class A Shares pay distribution and services (12b-1) fees and Class I Shares do not; therefore, had the Class I Shares been operational during the periods shown, investment performance would have been higher than for Class A Shares.
Updated performance information is available at virtus.com or by calling 800-367-5877.
The Adviser and Subadviser
Virtus Investment Advisers, Inc. (VIA) is the investment adviser to the Series.
Newfleet Asset Management, LLC (Newfleet), an affiliate of VIA, is the subadviser to the Series (since June 2011).
Portfolio Manager
| > |
David L. Albrycht, CFA, President and Chief Investment Officer at Newfleet. Mr. Albrycht has served as Portfolio Manager of the Series since 1998. |
Purchase and Sale of Series Shares
The Series does not offer its shares to the general public. The Series currently offers shares only to the separate accounts of participating insurance companies. Virtus Variable Insurance Trust (the Trust), of which the Series is a separate investment portfolio, has entered into an agreement with the insurance company sponsor of each separate account (participation agreement) setting forth the terms and conditions pursuant to which the insurance company will purchase and redeem shares of the Series. For information concerning the purchase of units of the separate accounts, see the variable contract prospectus.
Since the separate accounts are the only shareholders of the Series, no discussion is included herein as to the federal income tax consequences at the shareholder level. For information concerning the federal income tax consequences to the purchasers of variable contracts, see the variable contract prospectus which describes the particular separate account and variable contract.
Payments to Insurance Companies and Other Financial Intermediaries
Series shares are generally available only through intermediaries, i.e. , the separate accounts. The Series (and/or its related companies) may pay the insurance companies (and/or their related companies) for distribution and/or other services; some of the payments may, in turn, go to broker-dealers and other financial intermediaries. For example, the Series may make payments for sub-transfer agency services to one or more of the insurance companies. Such payments may create a conflict of interest for an intermediary by influencing the intermediarys investment recommendations, or be a factor in the insurance companys decision to include the Series as an underlying investment option in a variable contract. Ask your salesperson or review your variable contract prospectus for more information.
| Virtus Multi-Sector Fixed Income Series | 3 |
More About Principal Investment Strategies
Under normal circumstances, the Series invests at least 80% of its assets in fixed income securities. As of the date of this Prospectus, the subadviser intends to invest the Series assets in the following sectors of fixed income securities:
| · |
Securities issued or guaranteed as to principal and interest by the U.S. Government, its agencies, authorities or instrumentalities, including collateralized mortgage obligations (CMOs), real estate mortgage investment conduits (REMICs) and other pass-through securities; |
| · |
Debt securities issued by foreign issuers, including foreign governments and their political subdivisions and issuers located in emerging market countries (limited to 50% of the Series assets); |
| · |
Investment grade securities, which are securities with credit ratings within the four highest rating categories of a nationally recognized statistical rating organization, or if unrated, those that the subadviser determines, pursuant to procedures reviewed and approved by the Board of Trustees, are of comparable quality, including short-term securities; and |
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High yield-high risk fixed income securities of U.S. issuers (so-called junk bonds) (limited to 50% of the Series assets). |
The Series may invest in all or some of these sectors. If after the time of investment the rating declines, the Series is not obligated to sell the security. The Series policy of investing 80% of its assets in fixed income securities may be changed only upon 60 days written notice to shareholders.
Securities are selected using a sector rotation approach. The subadviser seeks to adjust the proportion of Series investments in the sectors described above and the selections within sectors to obtain higher relative returns. Sectors are analyzed by the subadviser for attractive values. Securities within sectors are selected based on general economic and financial conditions, and the issuers business, management, cash, assets, earnings and stability. Securities selected for investment are those that the subadviser believes offer the best potential for total return based on risk-reward tradeoff.
The Series manages duration utilizing a duration neutral strategy. Duration measures the interest rate sensitivity of a fixed income security by assessing and weighting the present value of the securitys payment pattern. Generally the longer the maturity the greater the duration and, therefore, the greater effect interest rate changes have on the price of the security. Under normal circumstances, the Series average duration is maintained at a level similar to that of its benchmark, the Barclays U.S. Aggregate Bond Index. As of December 31, 2012, the modified adjusted duration of the Barclays U.S. Aggregate Bond Index was 5.06 years; the modified adjusted duration of the Series was 3.83 years. Typically, for a Series maintaining a modified adjusted duration of 3.83 years, a one percent increase in interest rates would cause a 3.83% decrease in the value of the Series fixed income assets. Similarly, a one percent decrease in interest rates typically would cause the value of the Series fixed income assets to increase by 3.83%.
Temporary Defensive Strategy: During periods of rising interest rates, unstable pricing and currency exchange, or in response to extreme market fluctuations, the subadviser, at its discretion, may take temporary defensive positions that are inconsistent with its principal investment strategies by investing part or all of the Series assets in cash or cash equivalents. When this allocation happens, the Series may not achieve its investment objective.
Please see More About Principal Risks for information about the risks of investing in the Series.
The Series investments are subject generally to market risk and the risk of selecting underperforming securities and asset classes, which may adversely affect the Series and lead to loss of principal.
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Debt Securities Risks
Debt securities are subject to various risks, the most prominent of which are credit risk and interest rate risk. These risks can affect a securitys price volatility to varying degrees, depending upon the nature of the instrument. Risks associated with investing in debt securities include the following:
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Call Risk. The risk that issuers will prepay fixed rate obligations when interest rates fall. A Series holding callable securities therefore may be forced to reinvest in obligations with lower interest rates than the original obligations and otherwise may not benefit fully from the increase in value that other fixed income securities experience when rates decline. |
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Credit Risk. The risk that the issuer of a security will fail to pay interest or principal in a timely manner, or that negative perceptions of the issuers ability to make such payments will cause the price of the security to decline. Debt securities rated below investment-grade are especially susceptible to this risk. |
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Income Risk. The income shareholders receive from the Series is based primarily on the dividends and interest the Series earns from its investments, which can vary widely over the short- and long-term. If prevailing market interest rates drop, distribution rates of the Series preferred stock holdings and any bond holdings could drop as well. The Series income also would likely be affected adversely when prevailing short-term interest rates increase. |
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Interest Rate Risk. The values of debt securities usually rise and fall in response to changes in interest rates. Declining interest rates generally increase the value of existing debt instruments, and rising interest rates generally decrease the value of existing debt instruments. Changes in a debt instruments value usually will not affect the amount of interest income paid to the Series, but will affect the value of the Series shares. Interest rate risk is generally greater for investments with longer maturities. |
Certain securities pay interest at variable or floating rates. Variable rate securities reset at specified intervals, while floating rate securities reset whenever there is a change in a specified index rate. In most cases, these reset provisions reduce the effect of changes in market interest rates on the value of the security. However, some securities do not track the underlying index directly, but reset based on formulas that can produce an effect similar to leveraging; others may also provide for interest payments that vary inversely with market rates. The market prices of these securities may fluctuate significantly when interest rates change.
Some investments give the issuer the option to call or redeem an investment before its maturity date. If an issuer calls or redeems an investment during a time of declining interest rates, the Series might have to reinvest the proceeds in an investment offering a lower yield, and therefore it might not benefit from any increase in value as a result of declining interest rates.
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Limited Voting Rights. Debt securities typically do not provide any voting rights, except in cases when interest payments have not been made and the issuer is in default. |
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Liquidity Risk. Certain securities in which the Series invests may be difficult to sell at the time and price beneficial to the Series, for example due to low trading volumes or legal restrictions. When there is no willing buyer or a security cannot be readily sold, the Series may have to sell at a lower price or may be unable to sell the security at all. The sale of such securities may also require the Series to incur expenses in addition to those normally associated with the sale of a security. |
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Long-Term Maturities/Duration Risk. The risk that fixed income securities with longer maturities or durations may be subject to greater price fluctuations due to interest rate, tax law, and general market changes than securities with shorter maturities or durations. |
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Redemption Risk. Debt securities sometimes contain provisions that allow for redemption in the event of tax or security law changes, in addition to call features at the option of the issuer. In the event of a redemption, the Series may not be able to reinvest the proceeds at comparable rates of return. |
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Foreign Investing Risks
Investing in securities of non-U.S. companies involves special risks and considerations not typically associated with investing in U.S. companies, and the values of non-U.S. securities may be more volatile than those of U.S. securities. The values of non-U.S. securities are subject to economic and political developments in countries and regions where the issuers operate or are domiciled, or where the securities are traded, such as changes in economic or monetary policies, and to changes in currency exchange rates. Values may also be affected by restrictions on receiving the investment proceeds from a non-U.S. country.
In general, less information is publicly available about non-U.S. companies than about U.S. companies. Non-U.S. companies are generally not subject to the same accounting, auditing and financial reporting standards as are U.S. companies. Certain foreign issuers classified as passive foreign investment companies may be subject to additional taxation risk.
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Currency Rate Risk. Because the foreign securities in which the Series invests generally trade in currencies other than the U.S. dollar, changes in currency exchange rates will affect the Series net asset value, the value of dividends and interest earned, and gains and losses realized on the sale of securities. Because the value of the Series shares is calculated in U.S. dollars, it is possible for the Series to lose money by investing in a foreign security if the local currency of a foreign market depreciates against the U.S. dollar, even if the local currency value of the Series holdings goes up. Generally, a strong U.S. dollar relative to such other currencies will adversely affect the value of the Series holdings in foreign securities. |
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Emerging Market Investing Risk. The risks of foreign investments are generally greater in countries whose markets are still developing than they are in more developed markets. Emerging market countries typically have economic and political systems that are less fully developed, and can be expected to be less stable than those of more developed countries. For example, the economies of such countries can be subject to rapid and unpredictable rates of inflation or deflation. Since these markets are often small, they may be more likely to suffer sharp and frequent price changes or long-term price depression because of adverse publicity, investor perceptions or the actions of a few large investors. They may also have policies that restrict investment by foreigners, or that prevent foreign investors from withdrawing their money at will. Certain emerging markets may also face other significant internal or external risks, including the risk of war and civil unrest. For all of these reasons, investments in emerging markets may be considered speculative. |
To the extent that the Series invests a significant portion of its assets in a particular country or region, the Series will be more vulnerable to financial, economic, political and other developments affecting the fiscal stability of that country or region, and conditions that negatively impact that country or region will have a greater impact on the Series as compared with the Series that does not have its holdings concentrated in a particular country or region.
High Yield-High Risk Fixed Income Securities (Junk Bonds) Risk
Securities rated BB or below by S&P or Ba or below by Moodys are known as high yield securities and are commonly referred to as junk bonds. Such securities entail greater price volatility and credit and interest rate risk than investment grade securities. Analysis of the creditworthiness of high yield-high risk issuers is more complex than for higher-rated securities, making it more difficult for the subadviser to accurately predict risk. There is a greater risk with high yield-high risk fixed income securities that an issuer will not be able to make principal and interest payments when due. If the Series pursues missed payments, there is a risk that Series expenses could increase. In addition, lower-rated securities may not trade as often and may be less liquid than higher-rated securities, especially during periods of economic uncertainty or change. As a result of all of these factors, these bonds are generally considered to be speculative.
Market Volatility Risk
The value of the securities in which the Series invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods.
Instability in the financial markets has exposed the Series to greater market and liquidity risk and potential difficulty in valuing portfolio instruments that it holds. In response to financial markets that experienced extreme volatility, and in
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some cases a lack of liquidity, the U.S. Government has taken a number of unprecedented actions, including acquiring distressed assets from financial institutions and acquiring ownership interests in those institutions. The implications of government ownership and disposition of these assets are unclear. Additional legislation or government regulation may also change the way in which funds themselves are regulated, which could limit or preclude the Series ability to achieve its investment objective.
Mortgage-Backed and Asset-Backed Securities Risk
Mortgage-backed securities represent interests in pools of residential mortgage loans purchased from individual lenders by a federal agency or originated and issued by private lenders. Asset-backed securities represent interests in pools of underlying assets such as motor vehicle installment sales or installment loan contracts, leases of various types of real and personal property, and receivables from credit card agreements. These two types of securities share many of the same risks.
The impairment of the value of collateral or other assets underlying a mortgage-backed or asset-backed security, such as that resulting from non-payment of loans, may result in a reduction in the value of such security and losses to the Series.
Early payoffs in the loans underlying such securities may result in the Series receiving less income than originally anticipated. The variability in prepayments will tend to limit price gains when interest rates drop and exaggerate price declines when interest rates rise. In the event of high prepayments, the Series may be required to invest proceeds at lower interest rates, causing the Series to earn less than if the prepayments had not occurred. Conversely, rising interest rates may cause prepayments to occur at a slower than expected rate, which may effectively change a security which was considered short- or intermediate-term into a long-term security. Long-term securities tend to fluctuate in value more widely in response to changes in interest rates than shorter-term securities.
U.S. Government Securities Risk
Obligations issued or guaranteed by the U.S. Government, its agencies, authorities and instrumentalities and backed by the full faith and credit of the United States only guarantee principal and interest will be timely paid to holders of the securities. The entities do not guarantee that the value of Series shares will increase, and in fact the market values of such obligations may fluctuate. In addition, not all U.S. Government securities are backed by the full faith and credit of the United States; some are the obligation solely of the entity through which they are issued. There is no guarantee that the U.S. Government would provide financial support to its agencies and instrumentalities if not required to do so by law.
The Adviser
VIA has served as the investment adviser to the Series since November 2010. VIA, located at 100 Pearl Street, Hartford, CT 06103, acts as the investment adviser for over 50 mutual funds and as adviser to institutional clients. As of December 31, 2012, VIA had approximately $29.8 billion in assets under management. VIA has acted as an investment adviser for over 80 years and is an indirect wholly-owned subsidiary of Virtus Investment Partners, Inc., a publicly traded multi-manager asset management business.
Pursuant to the Investment Advisory Agreement with the Series and subject to the direction of the Trusts Board of Trustees, VIA is responsible for managing the Series investment program in conformity with the stated policies of the Series as described in this prospectus. VIA, with the approval of the Trusts Board of Trustees, has selected Newfleet, an affiliate of VIA, to serve as subadviser and perform the day-to-day portfolio management of the Series. Newfleet, subject to the supervision of VIA, is responsible for deciding which securities to purchase and sell for the Series and for placing the Series transactions.
The Series pays VIA an investment management fee that is accrued daily against the value of the Series net assets at the following annual rate:
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| 1 st $250 million | $250 + million through $500 million | Over $500 million | ||
| 0.50% | 0.45% | 0.40% |
For its last fiscal year, the Series paid advisory fees at the rate 0.50% of its average net assets.
The Trust has entered into an expense limitation agreement with VIA whereby VIA has agreed to reimburse the Series for expenses necessary or appropriate for the operation of the Series (excluding interest, taxes, extraordinary expenses, and acquired fund fees and expenses, if any) to the extent that such expenses exceed 0.94% of the Series Class A Shares and 0.69% of the Series Class I Shares average net assets. This expense limitation agreement is in place through April 30, 2014. After April 30, 2014, VIA may discontinue this expense reimbursement arrangement at any time. Under certain conditions, VIA may recapture operating expenses reimbursed under an expense reimbursement arrangement for a period of three years following the fiscal year in which such reimbursement occurred.
VIA serves as a manager of managers of the Series. In this capacity, VIA: (i) sets the Series overall investment strategies; (ii) evaluates, selects, and recommends to the Board one or more subadvisers needed to manage all or part of the assets of the Series; (iii) monitors and evaluates the subadvisers investment programs and results as well as the performance of the subadvisers relative to the applicable benchmark indexes; and (iv) reviews the Series compliance with its investment objectives, policies and restrictions.
The Trust and VIA have each received an exemptive order from the Securities and Exchange Commission (SEC) that permits VIA, subject to certain conditions and without the approval of shareholders to: (a) employ a new unaffiliated subadviser for a Series pursuant to the terms of a new subadvisory agreement, in each case either as a replacement for an exiting subadviser or as an additional subadviser; (b) change the terms of any subadvisory agreement; and (c) continue the employment of an existing subadviser on the same subadvisory agreement terms where an agreement has been assigned because of a change in control of the subadviser. In such circumstances, shareholders would receive notice of such action, including the information concerning the new subadviser that normally is provided in a proxy statement.
The Subadviser
Newfleet, an affiliate of VIA, is the subadviser to the Series (since 2011) and is located at 100 Pearl Street, Hartford, CT 06103. Newfleet acts as subadviser to mutual funds and as adviser to institutions and individuals. As of December 31, 2012, Newfleet had approximately $10.9 billion in assets under management. Newfleet has been an investment adviser since 1989.
From its investment advisory fee, VIA, not the Series, pays Newfleet for its subadvisory services at the annual rate of 0.20% of the Series average net assets.
Board of Trustees Approval of Investment Advisory and Subadvisory Agreements
The Trusts annual report to shareholders for the year ended December 31, 2012 contains a discussion regarding the basis for the Trusts Board of Trustees approval of the investment advisory and investment subadvisory agreements for the Series.
Portfolio Management
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David L. Albrycht, CFA. Mr. Albrycht is President and Chief Investment Officer at Newfleet (since June 2011). Mr. Albrycht has been Portfolio Manager of the Series since 1998. Prior to joining Newfleet in 2011, he was Executive Managing Director (2008 to 2011) and Vice President (2005 to 2008), Fixed Income, of Goodwin Capital Advisers, Inc. (Goodwin). Previously, he was associated with VIA, at which time it was an affiliate of Goodwin. He managed fixed income portfolios for Goodwin affiliates since 1991. Mr. Albrycht also manages several fixed income mutual funds as well as two closed-end funds and an exchange-traded fund. |
The statement of additional information (SAI) provides additional information about the portfolio managers compensation, other accounts managed by the portfolio manager and the portfolio managers ownership of securities in the Series.
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Other Investment Strategies and Risks
Information about the Series principal investment strategies and risks appears in the Fund Summary section and the sections entitled More About Principal Investment Strategies and More About Principal Risks above. The Series policy of investing 80% of its assets in fixed income securities is not fundamental and, therefore, may be changed without shareholder approval, but only upon 60 days written notice to shareholders.
The information below describes other investment strategies that the Series may use that are not principal strategies and the risks of those strategies, arranged in alphabetical order. Further descriptions of these investment strategies and practices can be found in the SAI. The greater an investment in a particular asset class by the Series, the greater the impact to the Series of the risks related to the class.
Convertible Securities
The Series may invest in convertible securities, which are bonds, debentures, notes, preferred stock, rights, warrants or other securities that may be converted into or exchanged for a prescribed amount of common stock or other security of the same or a different issuer or into cash within a particular period of time at a specified price or formula. A convertible security generally entitles the holder to receive interest paid or accrued on debt securities or the dividend paid on preferred stock until the convertible security matures or is redeemed, converted or exchanged. If a convertible security is called for redemption, the Series may have to redeem the security, convert it into common stock or sell it to a third party at a price and time that is not beneficial for the Series. The value of convertible securities tends to decline as interest rates rise and, because of the conversion feature, tends to vary with fluctuations in the market value of the underlying securities. Securities convertible into common stocks may have higher yields than common stocks but lower yields than comparable nonconvertible securities.
Derivatives
The Series may enter into derivative transactions (contracts whose value is derived from the value of an underlying asset, index or rate) including futures, options, non-deliverable forwards, forward foreign currency exchange contracts and swap agreements. The Series may use derivatives to hedge against factors that affect the value of its investments, such as interest rates and foreign currency exchange rates. The Series may also utilize derivatives as part of its overall investment technique to gain or lessen exposure to various securities, markets and currencies.
Derivatives typically involve greater risks than traditional investments. It is generally more difficult to ascertain the risk of, and to properly value, derivative contracts. The prices of derivatives may move in unexpected ways, especially in abnormal market conditions. Derivatives are usually less liquid than traditional securities and are subject to counterparty risk (the risk that the other party to the contract will default or otherwise not be able to perform its contractual obligations). In addition, some derivatives transactions may involve potentially unlimited losses. Derivative contracts entered into for hedging purposes may also subject the Series to losses if the contracts do not correlate with the assets, indexes or rates they were designed to hedge. Gains and losses derived from hedging transactions are, therefore, more dependent upon the subadvisers ability to correctly predict the movement of the underlying asset prices, indexes or rates. The Series use of derivatives may also increase the amount of taxes payable by shareholders or the resources required by the Series or its adviser to comply with particular regulatory requirements.
Equity Securities
Generally, prices of equity securities are more volatile than those of fixed income securities. The prices of equity securities will rise and fall in response to a number of different factors. In particular, equity securities will respond to events that affect entire financial markets or industries (such as changes in inflation or consumer demand) and to events that affect particular issuers (such as news about the success or failure of a new product). Equity securities also are subject to stock market risk, meaning that stock prices in general may decline over short or extended periods of time. When the value of the stocks held by the Series goes down, the value of the Series shares will be affected.
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Exchange-Traded Funds (ETFs)
The Series may invest in ETFs. ETFs invest in a portfolio of securities designed to track a particular market segment or index. The risks associated with investing in ETFs generally reflect the risks of owning shares of the underlying securities the ETF is designed to track, although lack of liquidity in an ETF could result in its value being more volatile than the underlying portfolio of securities. Assets invested in ETFs incur a layering of expenses, including operating costs and advisory fees that Series shareholders indirectly bear; such expenses may exceed the expenses the Series would incur if it invested directly in the underlying portfolio of securities the ETF is designed to track. Shares of ETFs trade on a securities exchange and may trade at, above, or below their net asset value.
Foreign Currency Transactions
The Series may engage in foreign currency transactions, including foreign currency forward contracts, options, swaps and other similar strategic transactions in connection with its investments in securities of non-U.S. companies. These transactions are designed to hedge the Series exposure to foreign currency risks; however, such investments may not prove successful or may have the effect of limiting gains from favorable market movements.
Illiquid and Restricted Securities
Certain securities in which the Series invests may be difficult to sell at the time and price beneficial to the Series, for example due to low trading volumes or legal restrictions. When there is no willing buyer or a security cannot be readily sold, the Series may have to sell at a lower price or may be unable to sell the security at all. The sale of such securities may also require the Series to incur expenses in addition to those normally associated with the sale of a security.
Leverage
When the Series makes investments in futures contracts, forward contracts, swaps and other derivative instruments, the futures contracts, forward contracts, swaps and certain other derivatives provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. When the Series uses leverage through activities such as borrowing, entering into short sales, purchasing securities on margin or on a when-issued basis, or purchasing derivative instruments in an effort to increase its returns, the Series has the risk of magnified capital losses that occur when losses affect an asset base, enlarged by borrowings or the creation of liabilities, that exceeds the net assets of the Series. The value of the shares of the Series when it employs leverage will be more volatile and sensitive to market movements. Leverage may also involve the creation of a liability that requires the Series to pay interest.
Repurchase Agreements
The Series may invest in repurchase agreements with commercial banks, brokers and dealers considered by the subadviser to be creditworthy. Such agreements subject the Series to the risk of default or insolvency of the counterparty.
Securities Lending
The Series may loan portfolio securities with a value up to one-third of its total assets to increase its investment returns. If the borrower is unwilling or unable to return the borrowed securities when due, the Series can suffer losses. In addition, there is a risk of delay in receiving additional collateral or in the recovery of the securities, and a risk of loss of rights in the collateral, in the event that the borrower fails financially. There is also a risk that the value of the investment of the collateral could decline, causing a loss to the Series.
Unrated Fixed Income Securities
The Series may invest in unrated fixed income securities. The Series subadviser has the authority to make determinations regarding the quality of such securities for the purposes of assessing whether they meet the Series investment restrictions. However, analysis of unrated securities is more complex than that of rated securities, making it more difficult for the subadviser to accurately predict risk. Unrated fixed income securities may not be lower in quality than rated securities, but due to their perceived risk they may not have as broad a market as rated securities, making it more difficult to sell unrated securities.
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When-Issued and Delayed-Delivery Securities
The Series may purchase securities on a when-issued or delayed-delivery basis. The value of the security on its settlement date may be more or less than the price paid as a result of changes in interest rates and market conditions. If the value of such a security on its settlement date is less than the price paid by the Series, the value of the Series shares may decline.
Zero Coupon, Step coupon, Deferred Coupon and PIK Bonds
The Series may invest in any combination of zero coupon and step coupon bonds and bonds on which interest is payable in kind (PIK). The market prices of these bonds generally are more volatile than the market prices of securities that pay interest on a regular basis. Since the Series will not receive cash payments earned on these securities on a current basis, the Series may be required to make distributions from other sources. This may result in higher portfolio turnover rates and the sale of securities at a time that is less favorable.
Distribution Plan (Class A Shares only)
The Trust, on behalf of each series of the Trust, including with respect to the Class A Shares of the Multi-Sector Fixed Income Series, has adopted a plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the Distribution Plan). Pursuant to the Distribution Plan, the Trust has entered into a Distribution Agreement relating to the Distribution Plan with VP Distributors, LLC (the Distributor) located at 100 Pearl Street, Hartford, CT 06103. The Distributor is an affiliate of the adviser, and serves as principal underwriter for the Trust. The Distribution Plan permits the use of Series assets to help finance the distribution of the shares of the Series.
Under the Distribution Plan, the Trust, on behalf of each Series, is permitted to pay to the Distributor (who may in turn pay other service providers) up to a total of 0.25% of the average daily net assets of Class A of the Series, as payment for services rendered in connection with the distribution of shares. Because these fees are paid out of Series assets on an ongoing basis, over time these costs will increase the cost of your investment and may cost you more than other types of sales charges.
More About the Trust and the Series
Organization of the Trust
The Trust was organized as a Massachusetts business trust on February 18, 1986. It was subsequently reorganized into a Delaware statutory trust on February 14, 2011. The Trust currently consists of nine series of which the Series is one. The Trusts business and affairs are managed by its Board of Trustees.
Shares of Beneficial Interest
Shares (including fractional shares) of the Series have equal rights with regard to voting, redemptions, dividends, distributions and liquidations with respect to the Series. All voting rights of the separate accounts as shareholders are passed through to the variable contract owners. Shareholders of all series of the Trust currently vote on the election of Trustees and other matters. On matters affecting an individual series such as the Series (such as approval of an advisory or subadvisory agreement or a change in fundamental investment policies), a separate vote of that series is required. On matters affecting an individual class (such as approval of matters relating to a Distribution Plan for a particular class of shares), a separate vote of that class is required. The Trust is not required to hold annual shareholder meetings.
Series shares attributable to any insurance company assets and Series shares for which no timely instructions from variable contract owners are received will be voted by the appropriate insurance company in the same proportion as those shares for which instructions are received.
The assets received by the Trust for the issue or sale of shares of the Series, and all income, earnings, profits and proceeds thereof, subject only to the rights of creditors, are allocated to the Series, and constitute the underlying assets of the Series. The underlying assets of the Series are required to be segregated on the books of account, and are to be charged with the expenses of the Series and with a share of the general expenses of the Trust. Any general expenses
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of the Trust not readily identifiable as belonging to a particular series shall be allocated by or under the direction of the Trustees in such manner as the Trustees determine to be fair and equitable.
Taxes
The Trust intends for the Series to qualify as a regulated investment company (RIC) by satisfying the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code), including requirements with respect to diversification of assets, distribution of income, and sources of income. In general, a series that qualifies as a RIC will be relieved of federal income tax on its net investment income and net capital gains distributed to its shareholders. In addition, the Trust intends for the Series to comply with the investment diversification requirements for variable contracts contained in the Code. Moreover, the Trust intends to distribute sufficient net investment income and net capital gains of the Series to avoid imposition of any federal excise tax.
Accordingly, the Trust intends that, at the close of each quarter of the taxable year, (i) not more than 25% of the market value of the Series total assets will be invested in the securities of a single issuer and (ii) with respect to 50% of the market value of the Series total assets, not more than 5% of the market value of the Series total assets will be invested in the securities of a single issuer and the Series will not own more than 10% of the outstanding voting securities of a single issuer.
Actual and deemed distributions of ordinary income and net capital gains generally are taxable to the Series shareholders, which in this case are the separate accounts. Because the sole shareholders of the Series will be the separate accounts, no discussion is included in this prospectus as to the federal income tax consequences at the shareholder level. For information concerning the federal income tax consequences to purchasers of the variable contracts, please see the variable contract prospectuses.
Disruptive Trading and Market Timing
As an investment vehicle for variable contracts, which are designed as long-term investments, the Series is not appropriate for market timing or other trading strategies that entail rapid or frequent investment and trading. Frequent purchases, redemptions and transfers, transfers into and then out of the Series in a short period of time, and transfers of large amounts at one time may be indicative of market timing and otherwise disruptive trading (Disruptive Trading), which can have risks and harmful effects for other investors. These risks and harmful effects include:
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dilution of the interests of long-term investors, if market timers or others transfer into the Series at prices that are below the true value or exchange out of the Series at prices that are higher than the true value; |
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an adverse effect on portfolio management, such as causing the Series to maintain a higher level of cash than would otherwise be the case, or causing the Series to liquidate investments prematurely; and |
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increased brokerage and administrative expenses. |
Funds that invest primarily in international securities may be more susceptible to pricing arbitrage opportunities because of time zone differences between the closing of international and domestic markets. Funds that invest primarily in small and mid-cap securities may be more susceptible to arbitrage opportunities because of the less liquid nature of small and mid-cap securities. In addition, funds that hold significant investments in high yield bonds may also be susceptible to market timing because high yield bonds are often thinly traded so that their market prices may not accurately reflect current market developments. To the extent that the Series invests in these types of securities, it may be more susceptible to the risks of Disruptive Trading.
In order to attempt to protect Trust investors, the Trusts Board of Trustees has adopted market timing policies reasonably designed to discourage Disruptive Trading. The Trust reserves the right to amend these policies at any time without prior notice. Because the record owners of the Series are the insurance companies and not the variable contract owners, the Trust is not ordinarily in a position to monitor for or uncover Disruptive Trading by variable contract owners. Therefore, under the Trusts policies, the Trust delegates to each insurance company the duty to establish and maintain policies and procedures designed to detect, monitor and deter (including, without limitation, by rejecting specific purchase orders) investors (or their agents) whose purchase and redemption activity follows a Disruptive Trading pattern, and to take such other actions as the insurance company may deem necessary to discourage or
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reduce Disruptive Trading activities. An insurance company may only modify such policies and procedures if it provides reasonable notice to the Trust and the Trusts Chief Compliance Officer. Please see your variable contract prospectus for information relating to applicable restrictions on purchases or transfers through your variable contract.
The Trust may also take certain actions to stop Disruptive Trading, including imposing redemption fees for the Series and ceasing sales of additional shares of the Series to a separate account through which variable contract owners are engaging in Disruptive Trading. Because the Trust reserves discretion in applying these policies, they may not be applied uniformly. In addition, the Trust, as required under SEC regulations, has entered into an agreement with each insurance company under which the insurance companies have agreed to provide the Trust or its designee with information about variable contract owner transactions in the Series upon request.
Although the Trust will endeavor to ensure that each insurance company can and does identify and deter Disruptive Trading by its variable contract owners, the Trust cannot control their efforts or guarantee their success at deterrence. In addition, the Trust cannot guarantee that monitoring by the insurance companies and the Trust will be 100% successful in detecting all Disruptive Trading activity. Consequently, there is a risk that some investors could engage in Disruptive Trading while others will bear the effects of their Disruptive Trading activities.
Portfolio Holdings
A description of the Trusts policies and procedures with respect to the disclosure of the Series portfolio securities is available in the SAI.
Shares of the Series are not available to the public directly. You may invest in the Series by buying a variable accumulation annuity contract or a variable universal life insurance policy from an insurance company and directing the allocation of the net purchase payment(s) to the investment option corresponding to the Series. The appropriate insurance company will, in turn, invest payments in shares of the Series as the investor directs at the net asset value next determined.
The Series offers Class A Shares and Class I Shares. Both share classes may not be available for purchase through your variable contract. See your variable contract prospectus for a description of the available share class(es).
Sales Charge and Surrender Charges
The Series does not assess any sales charge, either when it sells or when it redeems securities. The sales charges that may be assessed under the variable contracts or policies are described in the variable contract prospectuses, as are other charges.
Determination of Net Asset Value
The net asset value (NAV) per share of the Series is determined as of the close of regular trading of the New York Stock Exchange (NYSE) on days when the NYSE is open for trading. Since the Series does not price securities on weekends or United States national holidays, but foreign markets may be open on these days, the value of any foreign assets of the Series and, therefore, the Series NAV may be significantly affected on days when an investor has no access to the Series. The NAV per share of the Series is determined by adding the values of all securities and other assets of the Series, subtracting liabilities and dividing by the total number of outstanding shares of the Series. Assets and liabilities are determined in accordance with generally accepted accounting principles and applicable rules and regulations of the SEC.
Assets: Equity securities are valued at the official closing price (typically last sale) on the exchange on which the securities are principally traded or, if no closing price is available or there had been no sale that day, at the last bid price. Debt securities are valued on the basis of broker quotations or valuations provided by a pricing service which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Short-term investments having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value. Shares of other investment
| Virtus Multi-Sector Fixed Income Series | 13 |
companies are valued at their respective NAVs. All other securities and assets are valued at their fair value as determined in good faith by or under the direction of the Trustees. Other assets, such as accrued interest, accrued dividends and cash are also included in determining the Series net asset value.
A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary exchange for such security by the Trustees or their delegates. Because of the need to obtain prices as of the close of trading on exchanges throughout the world, the calculation of the NAV of the Series may not take place contemporaneously with the determination of the prices of certain portfolio securities of the Series. All assets and liabilities initially expressed in foreign currency values will be converted into United States dollar values using the foreign currency exchange rate of such currencies against United States dollars as last quoted by any recognized dealer. If an event were to occur after the value of an investment was so established but before the NAV per share was determined, which was likely to materially change the NAV, then the instrument would be valued using fair value considerations by the Board or its delegates.
Liabilities: Accrued liabilities for the Series-specific expenses (if any) and other liabilities are deducted from the assets of the Series. Accrued expenses and liabilities that are not Series-specific are allocated among the series of the Trust in proportion to each series net assets except where an alternative allocation can be more appropriately made.
Fair Valuation
If market quotations are not readily available or where available prices are not reliable, the Series determines a fair value for an investment according to rules and procedures approved by the Board. The types of assets for which such pricing might be required include: (i) securities whose trading has been suspended; (ii) securities where the trading market is unusually thin or trades have been infrequent; (iii) debt securities that have recently gone into default and for which there is no current market quotation; (iv) a security whose market price is not available from an independent pricing source and for which otherwise reliable quotes are not available; (v) securities of an issuer that has entered into a restructuring; (vi) a security whose price as provided by any pricing source, does not, in the opinion of the adviser/subadviser, reflect the securitys market value; (vii) foreign securities subject to trading collars for which limited or no trading takes place; and (viii) securities where the market quotations are not readily available as a result of significant events. This list does not include all situations that may require a security to be fair valued, nor is it intended to be conclusive in determining whether a specific event requires fair valuation.
The value of a portfolio security held by the Series for which market quotations are not readily available shall be determined in good faith and in a manner that assesses the securitys fair value on the valuation date ( i.e. , the amount that the Series might reasonably expect to receive for the security upon its current sale), based on a consideration of all available facts and all available information, including, but not limited to, the following: (i) the fundamental analytical data relating to the investment; (ii) an evaluation of the forces which influence the market in which these securities are purchased and sold ( e.g. , the existence of merger proposals or tender offers that might affect the value of the security); (iii) price quotes from dealers and/or pricing services; (iv) an analysis of the issuers financial statements; (v) trading volumes on markets or exchanges, or among dealers; (vi) recent news about the security or issuer; (vii) changes in interest rates; (viii) information obtained from the issuer, analysts, other financial institutions and/or the appropriate stock exchange (for exchange traded securities); (ix) whether two or more dealers with whom the subadviser regularly effects trades are willing to purchase or sell the security at comparable prices; (x) other news events or relevant matters; and (xi) government (domestic or foreign) actions or pronouncements.
Certain foreign common stocks may be fair valued in cases where closing prices are not readily available or are deemed not reflective of readily available market prices. For example, significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time of closing of the foreign market where the security is principally traded and the time that the Series calculates its NAV (generally, the close of the NYSE) that may impact the value of securities traded in these foreign markets. In such cases, information from an external vendor may be utilized to adjust closing market prices of certain foreign common stocks to reflect their fair value. Because the frequency of significant events is not predictable, fair valuation of certain foreign common stocks may occur on a frequent basis.
The value of a security, as determined using the Series fair valuation procedures, may not reflect such securitys market value.
| 14 | Virtus Multi-Sector Fixed Income Series |
The financial highlights table provided below is intended to help you understand the Series financial performance for the past five years. Certain information reflects financial results for a single share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Series (assuming reinvestment of all dividends and distributions). These figures do not include the imposition of separate account fees or expenses. If such fees or expenses were reflected, performance would be lower. This information has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm for the Series. Their report and the Series financial statements are included in the Series annual report to shareholders and incorporated by reference in the SAI.
Financial highlights for Class A Shares are shown to provide investors with financial information about the Series. The returns for Class I Shares would have been substantially similar to those shown because Class I Shares and Class A Shares are invested in the same portfolio of securities. However, Class A Shares pay distribution and services (12b-1) fees and Class I Shares do not. Had the Class I Shares been operational during the periods shown, dividend distributions (if any) and investment performance would have been higher than for Class A Shares.
Virtus Multi-Sector Fixed Income SeriesClass A Shares
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1/1/12
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1/1/11
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1/1/10
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1/1/09
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1/1/08
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Net Asset Value, Beginning of Period |
$ | 9.18 | $ | 9.55 | $ | 8.98 | $ | 6.86 | $ | 9.09 | ||||||||||
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Net Investment Income (Loss) (1) |
0.58 | 0.63 | 0.61 | 0.57 | 0.57 | |||||||||||||||
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Net Realized and Unrealized Gain (Loss) |
0.74 | (0.34 | ) | 0.65 | 2.15 | (2.15 | ) | |||||||||||||
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Total from Investment Operations |
1.32 | 0.29 | 1.26 | 2.72 | (1.58 | ) | ||||||||||||||
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Dividends from Net Investment Income |
(0.62 | ) | (0.66 | ) | (0.69 | ) | (0.60 | ) | (0.65 | ) | ||||||||||
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Distributions from Net Realized Gains |
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Total Distributions |
(0.62 | ) | (0.66 | ) | (0.69 | ) | (0.60 | ) | (0.65 | ) | ||||||||||
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Change in Net Asset Value |
0.70 | (0.37 | ) | 0.57 | 2.12 | (2.23 | ) | |||||||||||||
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Net Asset Value, End of Period |
$ | 9.88 | $ | 9.18 | $ | 9.55 | $ | 8.98 | $ | 6.86 | ||||||||||
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Total Return (2) |
14.69 | % | 2.99 | % | 14.36 | % | 40.13 | % | (17.93 | )% | ||||||||||
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Net Assets, End of Period (in thousands) |
$ | 203,775 | $ | 197,016 | $ | 227,860 | $ | 206,107 | $ | 172,901 | ||||||||||
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Ratio of Net Operating Expenses to Average Net Assets (3) |
0.78 | % (4) | 0.75 | % | 0.75 | % | 0.75 | % | 0.75 | % | ||||||||||
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Ratio of Gross Operating Expenses to Average Net Assets (before waivers and reimbursements) (3) |
0.94 | % | 0.97 | % | 0.85 | % | 0.84 | % | 0.76 | % | ||||||||||
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Ratio of Net Investment Income to Average Net Assets |
5.94 | % | 6.50 | % | 6.48 | % | 7.06 | % | 6.69 | % | ||||||||||
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Portfolio Turnover Rate |
85 | % | 39 | % | 56 | % | 72 | % | 72 | % | ||||||||||
Footnote Legend:
| (1) |
Computed using average shares outstanding. |
| (2) |
The total return does not include the expenses associated with the annuity or life insurance policy through which you invest. |
| (3) |
The Series will also indirectly bear their prorated share of expenses of any underlying funds in which it invests. Such expenses are not included in the calculation of this ratio. |
| (4) |
Blended net expense ratio. For additional information, see Note 3C in the Notes to Financial Statements in the Annual Report. |
| Virtus Multi-Sector Fixed Income Series | 15 |
100 Pearl Street
Hartford, CT 06103
ADDITIONAL INFORMATION
You can find more information about the Series in the following documents:
Annual and Semiannual Reports
Annual and semiannual reports contain more information about the Series investments. The annual report discusses the market conditions and investment strategies that significantly affected the Series performance during the last fiscal year.
Statement of Additional Information (SAI)
The SAI contains more detailed information about the Series. It is incorporated by reference and is legally part of the prospectus.
To obtain free copies of these documents, you can download copies at virtus.com/our-products/vit , or you can request copies by calling us toll-free at 800-367-5877.
Information about the Series (including the SAI) can be reviewed and copied at the Securities and Exchange Commissions (SEC) Public Reference Room in Washington, DC. For information about the operation of the Public Reference Room, call 202-551-8090. This information is also available on the SECs Internet site at sec.gov . You may also obtain copies upon payment of a duplicating fee by writing the Public Reference Section of the SEC, Washington, DC 20549-6009 or by electronic request at publicinfo@sec.gov .
Virtus Customer Service: 800-367-5877
| Virtus Variable Insurance Trust | 5-13 | |
| Investment Company Act File No. 811-04642 | ||
| 8504 |
VIRTUS VARIABLE INSURANCE TRUST
PROSPECTUS
Virtus Premium AlphaSector SM Series
|
The Prospectus describes the Virtus Premium AlphaSector SM Series (the Series), which is available as an underlying investment through a variable life insurance policy or a variable annuity contract (a variable contract). For information about your variable contract, including information about insurance-related expenses, see the prospectus for your variable contract.
The Securities and Exchange Commission has not approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Please carefully consider the investment objectives, risks, charges and expenses of the Series before investing. For this and other information about any Virtus Variable Insurance Trust series, call 800-367-5877 or visit virtus.com for a prospectus. Read it carefully before you invest. |
|
May 1, 2013
Not FDIC Insured No Bank Guarantee May Lose Value |
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Virtus Premium AlphaSector SM Series
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Table of Contents |
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Payments to Insurance Companies and Other Financial Intermediaries |
4 | |||
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| 14 | ||||
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Appendix A Additional Information About the Premium AlphaSector SM Index |
15 | |||
Virtus Premium AlphaSector SM Series
The Series has an investment objective of long-term capital appreciation.
The following table describes the fees and expenses you may pay if you buy and hold shares of the Virtus Premium AlphaSector Series. The table does not include any fees or sales charges imposed under the variable contracts for which the Series is an investment option. If they were included, your costs would be higher.
| Shareholder Fees (fees paid directly from your investment): | None |
| Annual Series Operating Expenses (expenses that you pay each year as a percentage of the value of your investment.) | Class A | Class I | ||||||
| Management Fees | 1.10% | 1.10% | ||||||
| Distribution and/or Service (12b-1) Fees | 0.25% | None | ||||||
| Other Expenses (1) | 0.72% | 0.72% | ||||||
| Acquired Fund Fees and Expenses | 0.18% | 0.18% | ||||||
| Total Annual Series Operating Expenses | 2.25% | 2.00% | ||||||
| Less: Expense Reimbursements (2) | (0.37%) | (0.37%) | ||||||
| Net Annual Series Operating Expenses (2) | 1.88% | 1.63% | ||||||
| (1) | Restated to reflect current expenses. |
| (2) | The Series investment adviser has contractually agreed to limit the Series total annual operating expenses (excluding interest, taxes, extraordinary expenses, and acquired fund fees and expenses, if any) so that such expenses do not exceed 1.70% for Class A Shares and 1.45% for Class I Shares, through April 30, 2014. After April 30, 2014, the adviser may discontinue these expense reimbursement arrangements at any time. Under certain conditions, the adviser may recapture operating expenses reimbursed under these arrangements for a period of three years following the fiscal year in which such reimbursement occurred. |
Example
This example is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Series for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Series total operating expenses remain the same. The example does not reflect variable contract fees and charges, and if it did, the costs shown would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||
| Class A | $191 | $668 | $1,171 | $2,556 | ||||||||||
| Class I | $166 | $592 | $1,044 | $2,298 | ||||||||||
Portfolio Turnover
The Series pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in Annual Series Operating Expenses or in the Example, affect the Series performance. During the most recent fiscal year, the Series portfolio turnover rate was 272% of the average value of its portfolio.
Principal Investment Strategies
The Series seeks to track the Premium AlphaSector SM Index (ASRP), a public index published by The NASDAQ OMX Group, Inc. (NASDAQ). The Series may invest in exchange-traded funds (ETFs) and/or securities representing the primary sectors of the S&P 500 ® Index and high-quality short-term securities. The primary sectors of the S&P 500 ® Index represented are: consumer discretionary, consumer staples, energy, financials, healthcare, industrials, materials, technology, and utilities. Allocations are based on a proprietary quantitative model that seeks to evaluate true underlying trends within each sector by adjusting for unwarranted price distortions and changing levels of volatility in the market. The Series has the flexibility to invest in any combination of the sector ETFs and/or securities, a combination of sector ETFs
| Virtus Premium AlphaSector SM Series | 1 |
and/or securities and high-quality short-term securities, or 100% in high-quality short-term securities. The Series may also invest in stocks of primarily large-cap issuers. The Series may invest in a basket of securities to represent a sector if it determines that investment in the ETF for that sector is not feasible or otherwise not in the best interest of the Series. The Series may also deviate from tracking the Premium AlphaSector Index and/or the model allocation if it is determined that tracking the index and/or the model allocation is likely to violate applicable legal on regulatory restrictions or otherwise result in adverse consequences for the Series.
The Series may not achieve its objective, and it is not intended to be a complete investment program. The value of the Series investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of the Series investments decreases, you will lose money. Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the Series invests can be worse than expected, and investments may fail to perform as the subadvisers expect. As a result, the value of your shares may decrease. In addition, you will also be subject to the risks associated with the principal investment strategies of the ETFs in which the Series invests. The principal risks of investing in the Series are:
| > |
Correlation to Index Risk. The risk that the performance of the Series and its index may vary somewhat due to factors such as fund flows, transaction costs, sample selection, and timing differences associated with additions to and deletions from its index. |
| > |
Equity Securities Risk. The risk that events negatively affecting issuers, industries or financial markets in which the Series invests will impact the value of the stocks held by the Series and thus, the value of the Series shares over short or extended periods. |
| > |
Exchange-Traded Funds (ETFs) Risk. The risk that the value of an ETF will be more volatile than the underlying portfolio of securities the ETF is designed to track, or that the costs to the Series of owning shares of the ETF will exceed those the Series would incur by investing in such securities directly. |
| > |
Fund of Funds Risk. The risk that the underlying funds in which the Series invests will expose the Series to negative performance and additional expenses associated with investment in such funds, and increased volatility. |
| > |
Market Volatility Risk. The risk that the value of the securities in which the Series invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods. |
| > |
Model Portfolio Risk. The risk that investments selected using quantitative models may perform differently from the market as a whole or from their expected performance. There can be no assurance that use of a quantitative model will enable the Series to achieve positive returns or outperform. |
| > |
Portfolio Turnover Risk. The risk that the Series principal investment strategies will result in a consistently high portfolio turnover rate. See the Portfolio Turnover section above for more information about the impact that portfolio turnover can have on Series performance. |
| > |
Sector Focused Investing Risk. The risk that events negatively affecting a particular industry or market sector in which the Series focuses its investments will cause the value of the Series shares to decrease, perhaps significantly. To the extent that the Series invests a significant portion of its portfolio in ETFs representing one or more of the primary sectors of the S&P 500 ® Index (such as consumer discretionary, energy, healthcare) or in an ETF representing U.S. Treasuries, the Series is more vulnerable to conditions that negatively affect such sectors as compared to a Series that is not significantly invested in such sectors. |
| > |
U.S. Government Securities Risk. The risk that U.S. Government securities in the Series portfolio will be subject to price fluctuations, or that an agency or instrumentality will default on an obligation not backed by the full faith and credit of the United States. |
The following bar chart and table provide some indication of the risks of investing in the Series. The bar chart shows the Series performance over the life of the Series. The table shows how the Series average annual returns compare to those of a broad-based market index. The Series past performance is not necessarily an indication of how the Series will perform in the future. The Series returns in the chart and table do not reflect the deduction of any separate account or variable contract charges. The returns would have been less than those shown if such charges were deducted.
| 2 | Virtus Premium AlphaSector SM Series |
Calendar Year Annual Total Return for Class A Shares
| Best Quarter: 1Q/2012: 7.93% | Worst Quarter: 2Q/2012: -1.07% | Year to date (3/31/13): 10.37% |
| Average Annual Total Returns (for the periods ended 12/31/12) | 1 Year |
Since
(02/14/11) |
||||
| Class A | 10.69% | 3.01% | ||||
| S&P 500 ® Index (does not reflect fees or expenses) | 16.00% | 5.99% | ||||
Class I Shares have not had a full calendar year of investment operations; therefore, performance information for Class I Shares is not included here. However, the returns for Class I Shares would have been substantially similar to those shown because Class I Shares and Class A Shares are invested in the same portfolio of securities. Class A Shares pay distribution and services (12b-1) fees and Class I Shares do not; therefore, had the Class I Shares been operational during the periods shown, investment performance would have been higher than for Class A Shares.
Updated performance information is available at virtus.com or by calling 800-367-5877.
The Adviser and Subadvisers
Virtus Investment Advisers, Inc. (VIA) is the investment adviser to the Series.
Euclid Advisors LLC (Euclid), an affiliate of VIA, and F-Squared Institutional Advisors, LLC (F-Squared) are the subadvisers to the Series.
Portfolio Managers
| > |
Howard Present, Co-founder, President and CEO of F-Squared. Mr. Present has served as a Portfolio Manager of the Series since inception in February 2011. |
| > |
Amy Robinson, Managing Director at Euclid. Ms. Robinson has served as a Portfolio Manager of the Series since inception in February 2011. |
Purchase and Sale of Series Shares
The Series does not offer its shares to the general public. The Series currently offers shares only to the separate accounts of participating insurance companies. Virtus Variable Insurance Trust (the Trust), of which the Series is a separate investment portfolio, has entered into an agreement with the insurance company sponsor of each separate account (participation agreement) setting forth the terms and conditions pursuant to which the insurance company will purchase and redeem shares of the Series. For information concerning the purchase of units of the separate accounts, see the variable contract prospectus.
Since the separate accounts are the only shareholders of the Series, no discussion is included herein as to the Federal income tax consequences at the shareholder level. For information concerning the Federal income tax consequences to the purchasers of variable contracts, see the variable contract prospectus which describes the particular separate account and variable contract.
| Virtus Premium AlphaSector SM Series | 3 |
Payments to Insurance Companies and Other Financial Intermediaries
Series shares are generally available only through intermediaries, i.e. , the separate accounts. The Series (and/or its related companies) may pay the insurance companies (and/or their related companies) for distribution and/or other services; some of the payments may, in turn, go to broker-dealers and other financial intermediaries. For example, the Series may make payments for sub-transfer agency services to one or more of the insurance companies. Such payments may create a conflict of interest for an intermediary by influencing the intermediarys investment recommendations, or be a factor in the insurance companys decision to include the Series as an underlying investment option in a variable contract. Ask your salesperson or review your variable contract prospectus for more information.
| 4 | Virtus Premium AlphaSector SM Series |
More About Principal Investment Strategies
The Series seeks to track the Premium AlphaSector SM Index (ASRP), a public index published by NASDAQ. The Series may invest in ETFs and/or securities representing the primary sectors of the S&P 500 ® Index and high-quality short-term securities. ETFs are funds that are traded on securities exchanges that generally hold a portfolio of common stocks or bonds designed to track the performance of a securities index or sector of an index. The primary sectors of the S&P 500 ® Index represented are: consumer discretionary, consumer staples, energy, financials, healthcare, industrials, materials, technology, and utilities. Allocations are based on a proprietary quantitative model that seeks to evaluate true underlying trends within each sector by adjusting for unwarranted price distortions and changing levels of volatility in the market. The model allocates to the sectors using a model that results in sectors either being included in the portfolio or entirely excluded. The analytical model does not attempt to determine relative weights versus the S&P 500 ® Index weights or relative to other sector weights; it simply seeks to determine whether or not each sector is positioned to produce positive absolute returns. Sectors that are included are equally weighted, with a maximum allocation per sector of 25% at time of rebalancing. When three or fewer sectors are represented, the remainder is allocated to high-quality short-term securities, up to 100%. The Series may invest in a basket of securities to represent a sector if it determines that investment in the ETF for that sector is not feasible or otherwise not in the best interest of the Series. In times of extreme market weakness, the Series has the ability to move partially or fully to high-quality short-term securities.
F-Squared provides Euclid with a model portfolio weekly. Euclid is responsible for final portfolio allocation decisions and for placing all transactions. Euclid monitors the Series allocations to the underlying securities and is responsible for rebalancing assets to maintain the target allocations among the underlying ETFs and/or securities, while taking into account any other factors Euclid may deem relevant, such as cash flow and/or timing considerations. The Series may deviate from tracking the Premium AlphaSector Index and/or the model allocation if it is determined that tracking the Index and/or model allocation is likely to violate applicable legal or regulatory restrictions or otherwise result in adverse consequences for the Series.
To the extent the Series invests primarily in ETFs, it will be considered a fund of funds. The term fund of funds is typically used to describe mutual funds, such as the Series, whose primary investment strategy involves investing in other investment companies, such as ETFs and other mutual funds. Investments in securities of other investment companies, Including ETFs, are subject to statutory limitations prescribed in the Investment Company Act of 1940. Absent an available exemption, a fund may not: (i) acquire more than 3% of the voting securities of any other investment company, (ii) invest more that 5% of its total assets in securities of any one investment company, or (iii) invest more than 10% of its assets in securities of all investment companies. The Series has obtained exemptive relief from the SEC to permit it to invest in affiliated and unaffiliated funds, including ETFs, beyond these statutory limitations, subject to certain conditions. Many ETFs also have obtained exemptive relief from the SEC to permit unaffiliated funds to invest in the ETFs shares beyond these statutory limitations, subject to certain conditions. The Series may rely on the various exemptive orders to invest in ETFs.
The Series investment objective is non-fundamental, which means it may be changed without shareholder approval.
Please see More About Principal Risks for information about the risks of investing in the Series.
Equity Securities Risk
Generally, prices of equity securities are more volatile than those of fixed income securities. The prices of equity securities will rise and fall in response to a number of different factors. In particular, equity securities will respond to events that affect entire financial markets or industries (such as changes in inflation or consumer demand) and to events that affect particular issuers (such as news about the success or failure of a new product). Equity securities also are subject to stock market risk, meaning that stock prices in general may decline over short or extended periods of time. When the value of the stocks held by the Series goes down, the value of the Series shares will be affected.
| · |
Large Market Capitalization Companies Risk. The risk that the value of investments in larger companies may not rise as much as smaller companies, or that larger companies may be unable to respond quickly to competitive challenges, such as changes in technology and consumer tastes. |
| Virtus Premium AlphaSector SM Series | 5 |
Exchange-Traded Funds (ETFs) Risk
ETFs invest in a portfolio of securities designed to track a particular market segment or index. The risks associated with investing in ETFs generally reflect the risks of owning shares of the underlying securities the ETF is designed to track, although lack of liquidity in an ETF could result in its value being more volatile than the underlying portfolio of securities. Assets invested in ETFs incur a layering of expenses, including operating costs and advisory fees that Series shareholders indirectly bear; such expenses may exceed the expenses the Series would incur if it invested directly in the underlying portfolio of securities the ETF is designed to track. Shares of ETFs trade on a securities exchange and may trade at, above, or below their net asset value.
Fund of Funds Risk
Achieving the Series objective will depend on the performance of the underlying mutual funds, which depends on the particular securities in which the underlying mutual funds invest. Indirectly, the Series is subject to all risks associated with the underlying mutual funds. Since the Series performance depends on that of each underlying mutual fund, it may be subject to increased volatility.
Assets invested in other mutual funds incur a layering of expenses, including operating costs, advisory fees and administrative fees that you, as a shareholder in the Series, indirectly bear. Such fees and expenses may exceed the fees and expensive the Series would have incurred if it invested in the underlying funds assets directly. As the underlying funds or the Series allocations among the underlying funds change from time to time, or to the extent that the expense ratio of the underlying funds changes, the weighted average operating expenses borne by the Series may increase or decrease. If the Series invests in closed-end funds, it may incur added expenses such as additional management fees and trading costs and additional risks associated with trading at a discount to NAV and use of leverage.
The underlying funds may change their investment objective or policies without the approval of the Series, and the Series might be forced to withdraw its investment from the underlying fund at a time that is unfavorable to the Series.
Each underlying fund may be subject to risks other than those described because the types of investments made by an underlying fund can change over time. For further description of the risks associated with the underlying funds, please consult the underlying funds prospectus.
Market Volatility Risk
The value of the securities in which the Series invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods.
Instability in the financial markets has exposed the Series to greater market and liquidity risk and potential difficulty in valuing portfolio instruments that it holds. In response to financial markets that experienced extreme volatility, and in some cases a lack of liquidity, the U.S. Government has taken a number of unprecedented actions, including acquiring distressed assets from financial institutions and acquiring ownership interests in those institutions. The implications of government ownership and disposition of these assets are unclear. Additional legislation or government regulation may also change the way in which funds themselves are regulated, which could limit or preclude the Series ability to achieve its investment objective.
Model Portfolio Risk
The Series relies heavily on quantitative models, which are constructed using information and data supplied by third party vendors. When a model proves to be incorrect or incomplete, any decisions made in reliance thereon expose the Series to potential risks. The success of relying on such models may depend on the accuracy and reliability of historical data supplied by third party vendors. All models rely on correct market data inputs. If incorrect market data is entered into even a well-founded model, the resulting information will be incorrect. However, even if market data is input correctly, model prices will often differ substantially from market prices, especially for securities with complex characteristics such as derivative securities, or may perform differently from their expected performance for many reasons, including factors used in building the quantitative analytical framework, the weights placed on each factor, and changing sources of market returns.
| 6 | Virtus Premium AlphaSector SM Series |
Use of a model does not guarantee any particular results. The rebalancing techniques used by the Series subadviser may result in a higher portfolio turnover rate and related expenses compared to traditional buy and hold or index fund strategies. A higher portfolio turnover rate increases the likelihood of higher gains or losses for investors. In addition, others may attempt to utilize public information related to the Series investment strategy in a way that may affect performance.
Portfolio Turnover Risk
The Series investment strategy may result in a consistently high portfolio turnover rate. A high portfolio turnover rate may result in correspondingly greater brokerage commission expenses and the distribution to shareholders of additional capital gains for tax purposes, some of which may be taxable at ordinary income rates. These factors may negatively affect the Series performance.
Sector Focused Investing Risk
The value of the investments of a fund that focuses its investments in a particular industry or market sector will be highly sensitive to financial, economic, political and other developments affecting that industry or market sector, and conditions that negatively impact that industry or market sector will have a greater impact on the fund as compared with a fund that does not have its holdings similarly focused. Events negatively affecting the industries or markets sectors in which the Series has invested are therefore likely to cause the value of the Series shares to decrease, perhaps significantly.
Short-Term Investments Risk
The Series may invest in short-term investments, which may include money market instruments, repurchase agreements, certificates of deposit, bankers acceptances and other short-term instruments that are not U.S. Government securities. These securities generally present less risk than many other investments, but they are generally subject to credit risk and may be subject to other risks as well.
U.S. Government Securities Risk
Obligations issued or guaranteed by the U.S. Government, its agencies, authorities and instrumentalities and backed by the full faith and credit of the United States only guarantee principal and interest will be timely paid to holders of the securities. The entities do not guarantee that the value of Series shares will increase, and in fact the market values of such obligations may fluctuate. In addition, not all U.S. Government securities are backed by the full faith and credit of the United States; some are the obligation solely of the entity through which they are issued. There is no guarantee that the U.S. Government would provide financial support to its agencies and instrumentalities if not required to do so by law.
The Adviser
VIA has served as the investment adviser to the Series since its inception in February 2011. VIA, located at 100 Pearl Street, Hartford, CT 06103, acts as the investment adviser for over 50 mutual funds and as adviser to institutional clients. As of December 31, 2012, VIA had approximately $29.8 billion in assets under management. VIA has acted as an investment adviser for over 80 years and is an indirect wholly-owned subsidiary of Virtus Investment Partners, Inc., a publicly traded multi-manager asset management business.
Pursuant to the Investment Advisory Agreement with the Series and subject to the direction of the Trusts Board of Trustees, VIA is responsible for managing the Series investment program in conformity with the stated policies of the Series as described in this prospectus. VIA, with the approval of the Trusts Board of Trustees, has selected Euclid and F-Squared Institutional to serve as subadvisers. Subject to the supervision of VIA, F-Squared Institutional is responsible for providing Euclid with a model portfolio weekly, while Euclid is responsible for final portfolio allocation decisions and for placing all transactions.
| Virtus Premium AlphaSector SM Series | 7 |
The Series pays VIA an investment management fee that is accrued daily against the value of the Series net assets at the annual rate of 1.10%.
The Trust has entered into an expense limitation agreement with VIA whereby VIA has agreed to reimburse the Series for expenses necessary or appropriate for the operation of the Series (excluding interest, taxes, extraordinary expenses, and acquired fund fees and expenses, if any) to the extent that such expenses exceed 1.70% of the Series Class A Shares and 1.45% of the Series Class I Shares average net assets. This expense limitation agreement is in place through April 30, 2014. After April 30, 2014, VIA may discontinue this expense reimbursement arrangement at any time. Under certain conditions, VIA may recapture operating expenses reimbursed under an expense reimbursement arrangement for a period of three years following the fiscal year in which such reimbursement occurred.
VIA serves as a manager of managers of the Series. In this capacity, VIA: (i) sets the Series overall investment strategies; (ii) evaluates, selects, and recommends to the Board one or more subadvisers needed to manage all or part of the assets of the Series; (iii) monitors and evaluates the subadvisers investment programs and results as well as the performance of the subadvisers relative to the applicable benchmark indexes; and (iv) reviews the Series compliance with its investment objectives, policies and restrictions.
The Trust and VIA have each received an exemptive order from the Securities and Exchange Commission (SEC) that permits VIA, subject to certain conditions and without the approval of shareholders to: (a) employ a new unaffiliated subadviser for a Series pursuant to the terms of a new subadvisory agreement, in each case either as a replacement for an exiting subadviser or as an additional subadviser; (b) change the terms of any subadvisory agreement; and (c) continue the employment of an existing subadviser on the same subadvisory agreement terms where an agreement has been assigned because of a change in control of the subadviser. In such circumstances, shareholders would receive notice of such action, including the information concerning the new subadviser that normally is provided in a proxy statement.
The Subadvisers
Euclid has served as subadviser to the Series since September 2011. Euclid, an affiliate of VIA, has offices at 100 Pearl Street, Hartford, CT 06103 and 1540 Broadway, New York, NY 10036. As of December 31, 2012, Euclid had approximately $6 billion in assets under management. As subadviser to the Series, Euclid is responsible for determining final allocations and trading decisions following receipt of F-Squareds investment recommendations.
F-Squared has served as the limited services subadviser to the Series since its inception in February 2011. F-Squared is located at One Newton Executive Park, 2221 Washington Street, Suite 201, Newton, MA 02462. F-Squared has been an investment adviser since 2010 and provides investment management and advisory services to institutional and separately managed accounts. As of December 31, 2012, F-Squared had approximately $7.1 billion in assets under management.
From its investment advisory fee, VIA, not the Series, pays F-Squared for the limited subadvisory services it provides with respect to the Series at the rate of 50% of the net advisory fee. From its investment advisory fee, VIA, not the Series, also pays Euclid for its subadvisory services at the rate of 20% of the net advisory fee.
Board of Trustees Approval of Investment Advisory and Subadvisory Agreements
The Trusts annual report to shareholders for the year ended December 31, 2012 contains a discussion regarding the basis for the Trusts Board of Trustees approval of the investment advisory and investment subadvisory agreements for the Series.
Portfolio Management
| · |
Howard Present. Mr. Present is co-founder, President and CEO of F-Squared. As Co-Portfolio Manager of the Series, he is responsible for providing the model portfolios to Euclid on a weekly basis. Prior to F-Squared and its affiliates, he was founder and President of Helicon Partners LLC (2004-2006), a boutique management firm specializing in new business development within the financial services industry. Mr. Present has over 25 years of investment management industry experience. |
| 8 | Virtus Premium AlphaSector SM Series |
| · |
Amy Robinson. Ms. Robinson is Managing Director of Euclid (since September 2011) and leads Euclids equity trading function. She also served in this role for VIA from 1992 to 2011. In this role Ms. Robinson is responsible for all trading activities of investment portfolios and mutual funds; she also manages strategic operational initiatives for the firm. As Co-Portfolio Manager of the Series, she is responsible for determining final allocations and trading decisions following receipt of F-Squareds investment recommendations. Ms. Robinson has 33 years of investment experience and is a former president of the Security Traders Association of Connecticut. |
The statement of additional information (SAI) provides additional information about the portfolio managers compensation, other accounts managed by the portfolio managers and the portfolio managers ownership of securities in the Series.
Other Investment Strategies and Risks
Information about the Series principal investment strategies and risks appears in the Fund Summary section and the sections entitled More About Principal Investment Strategies and More About Principal Risks above. The information below describes other investment strategies that the Series may use that are not principal strategies and the risks of those strategies. Further descriptions of these investment strategies and practices can be found in the SAI.
The greater an investment in a particular asset class by the Series, the greater the impact to the Series of the risks related to the class.
Securities Lending
The Series may loan portfolio securities with a value up to one-third of its total assets to increase its investment returns. If the borrower is unwilling or unable to return the borrowed securities when due, the Series can suffer losses. In addition, there is a risk of delay in receiving additional collateral or in the recovery of the securities, and a risk of loss of rights in the collateral, in the event that the borrower fails financially. There is also a risk that the value of the investment of the collateral could decline, causing a loss to the Series.
Distribution Plan (Class A Shares only)
The Trust, on behalf of each series of the Trust, including with respect to the Class A Shares of the Premium AlphaSector Series, has adopted a plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the Distribution Plan). Pursuant to the Distribution Plan, the Trust has entered into a Distribution Agreement relating to the Distribution Plan with VP Distributors, LLC (the Distributor) located at 100 Pearl Street, Hartford, CT 06103. The Distributor is an affiliate of the adviser, and serves as principal underwriter for the Trust. The Distribution Plan permits the use of Series assets to help finance the distribution of the shares of the Series.
Under the Distribution Plan, the Trust, on behalf of each Series, is permitted to pay to the Distributor (who may in turn pay other service providers) up to a total of 0.25% of the average daily net assets of Class A of the Series, as payment for services rendered in connection with the distribution of shares. Because these fees are paid out of Series assets on an ongoing basis, over time these costs will increase the cost of your investment and may cost you more than other types of sales charges.
More About the Trust and the Series
Organization of the Trust
The Trust was organized as a Massachusetts business trust on February 18, 1986. It was subsequently reorganized into a Delaware statutory trust on February 14, 2011. The Trust currently consists of nine series of which the Series is one. The Trusts business and affairs are managed by its Board of Trustees.
| Virtus Premium AlphaSector SM Series | 9 |
Shares of Beneficial Interest
Shares (including fractional shares) of the Series have equal rights with regard to voting, redemptions, dividends, distributions and liquidations with respect to the Series. All voting rights of the separate accounts as shareholders are passed through to the variable contract owners. Shareholders of all series of the Trust currently vote on the election of Trustees and other matters. On matters affecting an individual series such as the Series (such as approval of an advisory or subadvisory agreement or a change in fundamental investment policies), a separate vote of that series is required. On matters affecting an individual class (such as approval of matters relating to a Distribution Plan for a particular class of shares), a separate vote of that class is required. The Trust is not required to hold annual shareholder meetings.
Series shares attributable to any insurance company assets and Series shares for which no timely instructions from variable contract owners are received will be voted by the appropriate insurance company in the same proportion as those shares for which instructions are received.
The assets received by the Trust for the issue or sale of shares of the Series, and all income, earnings, profits and proceeds thereof, subject only to the rights of creditors, are allocated to the Series, and constitute the underlying assets of the Series. The underlying assets of the Series are required to be segregated on the books of account, and are to be charged with the expenses of the Series and with a share of the general expenses of the Trust. Any general expenses of the Trust not readily identifiable as belonging to a particular series shall be allocated by or under the direction of the Trustees in such manner as the Trustees determine to be fair and equitable.
Taxes
The Trust intends for the Series to qualify as a regulated investment company (RIC) by satisfying the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code), including requirements with respect to diversification of assets, distribution of income, and sources of income. In general, a series that qualifies as a RIC will be relieved of federal income tax on its net investment income and net capital gains distributed to its shareholders. In addition, the Trust intends for the Series to comply with the investment diversification requirements for variable contracts contained in the Code. Moreover, the Trust intends to distribute sufficient net investment income and net capital gains of the Series to avoid imposition of any federal excise tax.
Accordingly, the Trust intends that, at the close of each quarter of the taxable year, (i) not more than 25% of the market value of the Series total assets will be invested in the securities of a single issuer and (ii) with respect to 50% of the market value of the Series total assets, not more than 5% of the market value of the Series total assets will be invested in the securities of a single issuer and the Series will not own more than 10% of the outstanding voting securities of a single issuer.
Actual and deemed distributions of ordinary income and net capital gains generally are taxable to the Series shareholders, which in this case are the separate accounts. Because the sole shareholders of the Series will be the separate accounts, no discussion is included in this prospectus as to the federal income tax consequences at the shareholder level. For information concerning the federal income tax consequences to purchasers of the variable contracts, please see the variable contract prospectuses.
Disruptive Trading and Market Timing
As an investment vehicle for variable contracts, which are designed as long-term investments, the Series is not appropriate for market timing or other trading strategies that entail rapid or frequent investment and trading. Frequent purchases, redemptions and transfers, transfers into and then out of the Series in a short period of time, and transfers of large amounts at one time may be indicative of market timing and otherwise disruptive trading (Disruptive Trading), which can have risks and harmful effects for other investors. These risks and harmful effects include:
| · |
dilution of the interests of long-term investors, if market timers or others transfer into the Series at prices that are below the true value or exchange out of the Series at prices that are higher than the true value; |
| · |
an adverse effect on portfolio management, such as causing the Series to maintain a higher level of cash than would otherwise be the case, or causing the Series to liquidate investments prematurely; and |
| · |
increased brokerage and administrative expenses. |
| 10 | Virtus Premium AlphaSector SM Series |
Funds that invest primarily in international securities may be more susceptible to pricing arbitrage opportunities because of time zone differences between the closing of international and domestic markets. Funds that invest primarily in small and mid-cap securities may be more susceptible to arbitrage opportunities because of the less liquid nature of small and mid-cap securities. Funds that hold significant investments in high yield bonds may also be susceptible to market timing because high yield bonds are often thinly traded so that their market prices may not accurately reflect current market developments. To the extent that the Series invests in these types of securities, it may be more susceptible to the risks of Disruptive Trading.
In order to attempt to protect Trust investors, the Trusts Board of Trustees has adopted market timing policies reasonably designed to discourage Disruptive Trading. The Trust reserves the right to amend these policies at any time without prior notice. Because the record owners of the Series are the insurance companies and not the variable contract owners, the Trust is not ordinarily in a position to monitor for or uncover Disruptive Trading by variable contract owners. Therefore, under the Trusts policies, the Trust delegates to each insurance company the duty to establish and maintain policies and procedures designed to detect, monitor and deter (including, without limitation, by rejecting specific purchase orders) investors (or their agents) whose purchase and redemption activity follows a Disruptive Trading pattern, and to take such other actions as the insurance company may deem necessary to discourage or reduce Disruptive Trading activities. An insurance company may only modify such policies and procedures if it provides reasonable notice to the Trust and the Trusts Chief Compliance Officer. Please see your variable contract prospectus for information relating to applicable restrictions on purchases or transfers through your variable contract.
The Trust may also take certain actions to stop Disruptive Trading, including imposing redemption fees for the Series and ceasing sales of additional shares of the Series to a separate account through which variable contract owners are engaging in Disruptive Trading. Because the Trust reserves discretion in applying these policies, they may not be applied uniformly. In addition, the Trust, as required under SEC regulations, has entered into an agreement with each insurance company under which the insurance companies have agreed to provide the Trust or its designee with information about variable contract owner transactions in the Series upon request.
Although the Trust will endeavor to ensure that each insurance company can and does identify and deter Disruptive Trading by its variable contract owners, the Trust cannot control their efforts or guarantee their success at deterrence. In addition, the Trust cannot guarantee that monitoring by the insurance companies and the Trust will be 100% successful in detecting all Disruptive Trading activity. Consequently, there is a risk that some investors could engage in Disruptive Trading while others will bear the effects of their Disruptive Trading activities.
Portfolio Holdings
A description of the Trusts policies and procedures with respect to the disclosure of the Series portfolio securities is available in the SAI.
Shares of the Series are not available to the public directly. You may invest in the Series by buying a variable accumulation annuity contract or a variable universal life insurance policy from an insurance company and directing the allocation of the net purchase payment(s) to the investment option corresponding to the Series. The appropriate insurance company will, in turn, invest payments in shares of the Series as the investor directs at the net asset value next determined.
The Series offers Class A Shares and Class I Shares. Both share classes may not be available for purchase through your variable contract. See your variable contract prospectus for a description of the available share class(es).
Sales Charge and Surrender Charges
The Series does not assess any sales charge, either when it sells or when it redeems securities. The sales charges that may be assessed under the variable contracts or policies are described in the variable contract prospectuses, as are other charges.
| Virtus Premium AlphaSector SM Series | 11 |
Determination of Net Asset Value
The net asset value (NAV) per share of the Series is determined as of the close of regular trading of the New York Stock Exchange (NYSE) on days when the NYSE is open for trading. Since the Series does not price securities on weekends or United States national holidays, but foreign markets may be open on these days, the value of any foreign assets of the Series and, therefore, the Series NAV may be significantly affected on days when an investor has no access to the Series. The NAV per share of the Series is determined by adding the values of all securities and other assets of the Series, subtracting liabilities and dividing by the total number of outstanding shares of the Series. Assets and liabilities are determined in accordance with generally accepted accounting principles and applicable rules and regulations of the SEC.
Assets: The Series assets consist primarily of shares of exchange-traded funds (ETFs), which are valued at current market prices. Equity securities held directly by the Series and ETFs are valued at the official closing price (typically last sale) on the exchange on which the securities are principally traded or, if no closing price is available or there had been no sale that day, at the last bid price. Debt securities (other than short-term investments) held directly by the Series are valued on the basis of broker quotations or valuations provided by a pricing service which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Short-term investments having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value. Shares of other investment companies are valued at their respective NAVs. All other securities and assets are valued at their fair value as determined in good faith by or under the direction of the Trustees. Other assets, such as accrued interest, accrued dividends and cash are also included in determining the Series NAV.
A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary exchange for such security by the Trustees or their delegates. Because of the need to obtain prices as of the close of trading on exchanges throughout the world, the calculation of the NAV of the Series may not take place contemporaneously with the determination of the prices of certain portfolio securities of the Series. All assets and liabilities initially expressed in foreign currency values will be converted into United States dollar values using the foreign currency exchange rate of such currencies against United States dollars as last quoted by any recognized dealer. If an event were to occur after the value of an investment was so established but before the NAV per share was determined, which was likely to materially change the NAV, then the instrument would be valued using fair value considerations by the Board or its delegates.
Liabilities: Accrued liabilities for the Series-specific expenses (if any) and other liabilities are deducted from the assets of the Series. Accrued expenses and liabilities that are not Series-specific are allocated among the series of the Trust in proportion to each series net assets except where an alternative allocation can be more appropriately made.
Fair Valuation
If market quotations are not readily available or where available prices are not reliable, the Series determines a fair value for an investment according to rules and procedures approved by the Board. The types of assets for which such pricing might be required include: (i) securities whose trading has been suspended; (ii) securities where the trading market is unusually thin or trades have been infrequent; (iii) debt securities that have recently gone into default and for which there is no current market quotation; (iv) a security whose market price is not available from an independent pricing source and for which otherwise reliable quotes are not available; (v) securities of an issuer that has entered into a restructuring; (vi) a security whose price as provided by any pricing source, does not, in the opinion of the adviser/subadviser, reflect the securitys market value; (vii) foreign securities subject to trading collars for which limited or no trading takes place; and (viii) securities where the market quotations are not readily available as a result of significant events. This list does not include all situations that may require a security to be fair valued, nor is it intended to be conclusive in determining whether a specific event requires fair valuation.
The value of a portfolio security held by the Series for which market quotations are not readily available shall be determined in good faith and in a manner that assesses the securitys fair value on the valuation date ( i.e. , the amount that the Series might reasonably expect to receive for the security upon its current sale), based on a consideration of all available facts and all available information, including, but not limited to, the following: (i) the fundamental analytical data relating to the investment; (ii) an evaluation of the forces which influence the market in which these securities are purchased and sold ( e.g. , the existence of merger proposals or tender offers that might
| 12 | Virtus Premium AlphaSector SM Series |
affect the value of the security); (iii) price quotes from dealers and/or pricing services; (iv) an analysis of the issuers financial statements; (v) trading volumes on markets or exchanges, or among dealers; (vi) recent news about the security or issuer; (vii) changes in interest rates; (viii) information obtained from the issuer, analysts, other financial institutions and/or the appropriate stock exchange (for exchange traded securities); (ix) whether two or more dealers with whom the subadviser regularly effects trades are willing to purchase or sell the security at comparable prices; (x) other news events or relevant matters; and (xi) government (domestic or foreign) actions or pronouncements.
Certain foreign common stocks may be fair valued in cases where closing prices are not readily available or are deemed not reflective of readily available market prices. For example, significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time of closing of the foreign market where the security is principally traded and the time that the Series calculates its NAV (generally, the close of the NYSE) that may impact the value of securities traded in these foreign markets. In such cases, information from an external vendor may be utilized to adjust closing market prices of certain foreign common stocks to reflect their fair value. Because the frequency of significant events is not predictable, fair valuation of certain foreign common stocks may occur on a frequent basis.
The value of a security, as determined using the Series fair valuation procedures, may not reflect such securitys market value.
| Virtus Premium AlphaSector SM Series | 13 |
The financial highlights table provided below is intended to help you understand the Series financial performance for the period of the Series operations. Certain information reflects financial results for a single share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Series (assuming reinvestment of all dividends and distributions). These figures do not include the imposition of separate account fees or expenses. If such fees or expenses were reflected, performance would be lower. This information has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm for the Series. Their report and the Series financial statements are included in the Series annual report to shareholders and incorporated by reference in the SAI.
Financial highlights for Class A Shares are shown to provide investors with financial information about the Series. The returns for Class I Shares would have been substantially similar to those shown because Class I Shares and Class A Shares are invested in the same portfolio of securities. However, Class A Shares pay distribution and services (12b-1) fees and Class I Shares do not. Had the Class I Shares been operational during the periods shown, dividend distributions (if any) and investment performance would have been higher than for Class A Shares.
Virtus Premium AlphaSector SM SeriesClass A Shares
|
1/1/12
|
2/14/11
(4)
|
|||||||
|
Net Asset Value, Beginning of Period |
$ | 9.49 | $ | 10.00 | ||||
|
Net Investment Income (Loss) (1) |
0.15 | 0.08 | ||||||
|
Net Realized and Unrealized Gain (Loss) |
0.86 | (0.52 | ) | |||||
|
|
|
|
|
|||||
|
Total from Investment Operations |
1.01 | (0.44 | ) | |||||
|
|
|
|
|
|||||
|
Dividends from Net Investment Income |
(0.09 | ) | (0.07 | ) | ||||
|
Distributions from Net Realized Gains |
| | ||||||
|
|
|
|
|
|||||
|
Total Distributions |
(0.09 | ) | (0.07 | ) | ||||
|
|
|
|
|
|||||
|
Change in Net Asset Value |
0.92 | (0.51 | ) | |||||
|
|
|
|
|
|||||
|
Net Asset Value, End of Period |
$ | 10.41 | $ | 9.49 | ||||
|
|
|
|
|
|||||
|
Total Return (2) |
10.69 | % | (4.47 | )% (6) | ||||
|
Net Assets, End of Period (in thousands) |
$ | 4,958 | $ | 1,250 | ||||
|
Ratio of Net Operating Expenses to Average Net Assets (3) |
1.70 | % | 1.70 | % (5) | ||||
|
Ratio of Gross Operating Expenses to Average Net Assets (before Waivers and Reimbursements) (3) |
2.07 | % | 7.31 | % (5) | ||||
|
Ratio of Net Investment Income to Average Net Assets |
1.50 | % | 0.98 | % (5) | ||||
|
Portfolio Turnover Rate |
272 | % | 249 | % (6) | ||||
Footnote Legend:
| (1) |
Computed using average shares outstanding. |
| (2) |
The total return does not include the expenses associated with the annuity or life insurance policy through which you invest. |
| (3) |
The Series will also indirectly bear their prorated share of expenses of any underlying funds in which it invests. Such expenses are not included in the calculation of this ratio. |
| (4) |
Inception date |
| (5) |
Annualized |
| (6) |
Not Annualized |
| 14 | Virtus Premium AlphaSector SM Series |
Additional Information About The Premium AlphaSector SM Index
The Premium AlphaSector SM Index (ASRP) is an active public index published by NASDAQ and designed to outperform the S&P 500 ® Index while also seeking to manage downside risk and lower overall volatility. It is an equal weighted index comprised of a limited number of sector-based ETFs and a short-term Treasury bond ETF as a cash proxy. The ETFs are selected weekly based on the output of a proprietary analytical model that evaluates sector trends while adjusting for changing levels of volatility. The Index is constituted to focus on avoiding losses of its underlying ETFs, and has the ability to move defensively to large cash positions in periods of broader market weakness.
The tables below show performance of the Premium AlphaSector Index as compared with the performance of the S&P 500 Index. The Premium AlphaSector Index and the S&P 500 Index are not available for direct investment and their performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio. Both indexes are calculated on a total return basis with dividends reinvested.
| Annual Returns (calendar year) |
Premium
AlphaSector Index |
S&P 500
®
Index |
||||||
| 2003 | 24.07 | % | 28.68 | % | ||||
| 2004 | 14.90 | % | 10.88 | % | ||||
| 2005 | 6.83 | % | 4.91 | % | ||||
| 2006 | 16.81 | % | 15.79 | % | ||||
| 2007 | 14.86 | % | 5.49 | % | ||||
| 2008 | (1.13 | %) | (37.00 | %) | ||||
| 2009 | 32.22 | % | 26.46 | % | ||||
| 2010 | 17.66 | % | 15.06 | % | ||||
| 2011 | 1.68 | % | 2.11 | % | ||||
| 2012 | 13.90 | % | 16.00 | % | ||||
| Average Annual Total Return (for the periods ended 12/31/12) | 1 Year | 5 Years | 10 Years |
Since Inception
of Premium AlphaSector Index (4/1/01) (1) |
||||||||||||
| Premium AlphaSector Index | 13.90 | % | 12.24 | % | 13.79 | % | 12.65 | % | ||||||||
| S&P 500 ® Index | 16.00 | % | 1.66 | % | 7.10 | % | 3.78 | % | ||||||||
| (1) | The Index inception date is April 1, 2001; it commenced daily calculation and dissemination by NASDAQ with a base value 100.00 on January 3, 2011. |
Active Index Solutions, LLC is the source and owner of the trademarks, service marks and copyrights related to the Premium AlphaSector Index, including the AlphaSector name. Use of these marks by the Series has been licensed by and through F-Squared and/or its affiliates.
| Virtus Premium AlphaSector SM Series | 15 |
100 Pearl Street
Hartford, CT 06103
ADDITIONAL INFORMATION
You can find more information about the Series in the following documents:
Annual and Semiannual Reports
Annual and semiannual reports contain more information about the Series investments. The annual report discusses the market conditions and investment strategies that significantly affected the Series performance during the last fiscal year.
Statement of Additional Information (SAI)
The SAI contains more detailed information about the Series. It is incorporated by reference and is legally part of the prospectus.
To obtain free copies of these documents, you can download copies at virtus.com/our-products/vit , or you can request copies by calling us toll-free at 800-367-5877.
Information about the Series (including the SAI) can be reviewed and copied at the Securities and Exchange Commissions (SEC) Public Reference Room in Washington, DC. For information about the operation of the Public Reference Room, call 202-551-8090. This information is also available on the SECs Internet site at sec.gov. You may also obtain copies upon payment of a duplicating fee by writing the Public Reference Section of the SEC, Washington, DC 20549-6009 or by electronic request at publicinfo@sec.gov.
Virtus Customer Service: 800-367-5877
|
Virtus Variable Insurance Trust (VVIT) Investment Company Act File No. 811-04642 8510 |
5-13 |
VIRTUS VARIABLE INSURANCE TRUST
PROSPECTUS
Virtus Real Estate Securities Series
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The Prospectus describes the Virtus Real Estate Securities Series (the Series), which is available as an underlying investment through a variable life insurance policy or a variable annuity contract (a variable contract). For information about your variable contract, including information about insurance-related expenses, see the prospectus for your variable contract.
The Securities and Exchange Commission has not approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Please carefully consider the investment objectives, risks, charges and expenses of the Series before investing. For this and other information about any Virtus Variable Insurance Trust series, call 800-367-5877 or visit virtus.com for a prospectus. Read it carefully before you invest. |
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May 1, 2013
Not FDIC Insured No Bank Guarantee May Lose Value |
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Virtus Real Estate Securities Series
The Series has investment objectives of capital appreciation and income with approximately equal emphasis.
The following table describes the fees and expenses you may pay if you buy and hold shares of the Virtus Real Estate Securities Series. The table does not include any fees or sales charges imposed under the variable contracts for which the Series is an investment option. If they were included, your costs would be higher.
| Shareholder Fees (fees paid directly from your investment): | None |
| Annual Series Operating Expenses (expenses that you pay each year as a percentage of the value of your investment.) | Class A | Class I | ||||||
| Management Fees | 0.75% | 0.75% | ||||||
| Distribution and/or Service (12b-1) Fees | 0.25% | None | ||||||
| Other Expenses (1) | 0.20% | 0.20% | ||||||
| Total Annual Series Operating Expenses | 1.20% | 0.95% | ||||||
| Less: Expense Reimbursements (2) | (0.04%) | (0.04%) | ||||||
| Net Annual Series Operating Expenses ( 2 ) | 1.16% | 0.91% | ||||||
| (1) | Restated to reflect current expenses. |
| (2) | The Series investment adviser has contractually agreed to limit the Series total annual operating expenses (excluding interest, taxes, extraordinary expenses, and acquired fund fees and expenses, if any) so that such expenses do not exceed 1.16% for Class A Shares and 0.91% for Class I Shares, through April 30, 2014. After April 30, 2014, the adviser may discontinue this expense reimbursement arrangement at any time. Under certain conditions, the adviser may recapture operating expenses reimbursed under an expense reimbursement arrangement for a period of three years following the fiscal year in which such reimbursement occurred. |
Example
This example is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Series for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Series total operating expenses remain the same. The example does not reflect variable contract fees and charges, and if it did, the costs shown would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||
| Class A | $118 | $377 | $656 | $1,451 | ||||||||||
| Class I | $93 | $299 | $522 | $1,163 | ||||||||||
Portfolio Turnover
The Series pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in Annual Series Operating Expenses or in the Example, affect the Series performance. During the most recent fiscal year, the Series portfolio turnover rate was 18% of the average value of its portfolio.
Principal Investment Strategies
The Series offers exposure to the equity real estate investment trust (REITs) market utilizing a Growth at a Reasonable Price style with macroeconomic and fundamental security analysis to identify the most attractive investment candidates. The subadviser believes the value of a REIT extends beyond the value of the underlying real estate and that through fundamental research, it can uncover and exploit inefficiencies in the market.
Under normal circumstances, the Series invests at least 80% of its assets in publicly-traded REITs and companies that are principally engaged in the real estate industry. The Series concentrates its assets in the real estate industry and is non-diversified under Federal securities laws.
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The Series may not achieve its objectives, and it is not intended to be a complete investment program. The value of the Series investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of the Series investments decreases, you will lose money. Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the Series invests can be worse than expected, and investments may fail to perform as the subadviser expects. As a result, the value of your shares may decrease. The principal risks of investing in the Series are:
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Equity REIT Securities Risk. The risk that, in addition to the risks associated with investing in the real estate industry, the value of the Series shares will be negatively affected by factors specific to investing through a pooled vehicle, such as through poor management of the REIT or REIT-like entity, concentration risk, or other risks typically associated with investing in small or medium market capitalization companies. |
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Equity Securities Risk. The risk that events negatively affecting issuers, industries or financial markets in which the Series invests will impact the value of the stocks held by the Series and thus, the value of the Series shares over short or extended periods. Investments in smaller companies may be more volatile than investments in larger companies. |
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Industry/Sector Concentration Risk. The risk that the events negatively affecting the real estate industry will cause the value of the Series shares to decrease, perhaps significantly. Since the Series concentrates its assets in the real estate industry, the Series is more vulnerable to conditions that negatively affect that industry as compared to a fund that does not so concentrate its holdings. |
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Market Volatility Risk. The risk that the value of the securities in which the Series invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods. |
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Non-Diversification Risk. The risk that the Series will be more susceptible to factors negatively impacting the securities in its portfolio to the extent that each such security represents a significant portion of the Series assets. |
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Real Estate Investment Risk. The risk that the value of the Series shares will be negatively affected by changes in real estate values or economic conditions, credit risk and interest rate fluctuations, and changes in the value of the underlying real estate and defaults by borrowers. |
The following bar chart and table provide some indication of the risks of investing in the Series. The bar chart shows changes in the Series performance from year to year over a 10-year period. The table shows how the Series average annual returns compare to those of a broad-based securities market index (the S&P 500 ® Index) and a more narrowly based benchmark that reflects the market sectors in which the Series invests (the FTSE NAREIT Equity REITs Index). The Series past performance is not necessarily an indication of how the Series will perform in the future. The Series returns in the chart and table do not reflect the deduction of any separate account or variable contract charges. The returns would have been less than those shown if such charges were deducted.
Calendar Year Annual Total Returns for Class A Shares
| Best Quarter: 3Q/2009: 33.37% | Worst Quarter: 4Q2/2008: -38.56% | Year to date: (3/31/13): 5.36% |
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| Average Annual Total Returns (for the periods ended 12/31/12) | 1 Year | 5 Years | 10 Years | |||||||
| Class A | 16.98% | 6.04% | 12.75% | |||||||
| S&P 500 ® Index (does not reflect fees or expenses) | 16.00% | 1.66% | 7.10% | |||||||
| FTSE NAREIT Equity REITs Index (does not reflect fees or expenses) | 18.06% | 5.45% | 11.63% | |||||||
Class I Shares have not had a full calendar year of investment operations; therefore, performance information for Class I Shares is not included here. However, the returns for Class I Shares would have been substantially similar to those shown because Class I Shares and Class A Shares are invested in the same portfolio of securities. Class A Shares pay distribution and services (12b-1) fees and Class I Shares do not; therefore, had the Class I Shares been operational during the periods shown, investment performance would have been higher than for Class A Shares.
Updated performance information is available at virtus.com or by calling 800-367-5877.
The Adviser and Subadviser
Virtus Investment Advisers, Inc. (VIA) is the investment adviser to the Series.
Duff & Phelps Investment Management Co. (Duff & Phelps), an affiliate of VIA, is the subadviser to the Series.
Portfolio Managers
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Geoffrey P. Dybas, CFA , Senior Vice President and Global Team Head at Duff & Phelps. Mr. Dybas has served as a Senior Portfolio Manager of the Series since 2007. |
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Frank J. Haggerty, Jr., CFA , Senior Vice President and Senior REIT Analyst at Duff & Phelps. Mr. Haggerty has served as a Portfolio Manager of the Series since 2007. |
Purchase and Sale of Series Shares
The Series does not offer its shares to the general public. The Series currently offers shares only to the separate accounts of participating insurance companies. Virtus Variable Insurance Trust (the Trust), of which the Series is a separate investment portfolio, has entered into an agreement with the insurance company sponsor of each separate account (participation agreement) setting forth the terms and conditions pursuant to which the insurance company will purchase and redeem shares of the Series. For information concerning the purchase of units of the separate accounts, see the variable contract prospectus.
Since the separate accounts are the only shareholders of the Series, no discussion is included herein as to the Federal income tax consequences at the shareholder level. For information concerning the Federal income tax consequences to the purchasers of variable contracts, see the variable contract prospectus which describes the particular separate account and variable contract.
Payments to Insurance Companies and Other Financial Intermediaries
Series shares are generally available only through intermediaries, i.e. , the separate accounts. The Series (and/or its related companies) may pay the insurance companies (and/or their related companies) for distribution and/or other services; some of the payments may, in turn, go to broker-dealers and other financial intermediaries. For example, the Series may make payments for sub-transfer agency services to one or more of the insurance companies. Such payments may create a conflict of interest for an intermediary by influencing the intermediarys investment recommendations, or be a factor in the insurance companys decision to include the Series as an underlying investment option in a variable contract. Ask your salesperson or review your variable contract prospectus for more information.
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More About Principal Investment Strategies
Under normal circumstances, the Series invests at least 80% of its assets in publicly-traded real estate investment trusts (REITs) and companies that are principally engaged in the real estate industry. An issuer is considered principally engaged in the real estate industry for this purpose if at least 50% of its gross revenues or net profits come from the ownership, development, construction, financing, management or sale of real estate. The Series, however, does not make direct investments in real estate. The Series policy of investing 80% of its assets in real estate related securities may be changed only upon 60 days written notice to shareholders.
The Series concentrates its assets in the real estate industry and is non-diversified under Federal securities laws.
The Series invests principally in equity REITs. Generally, REITs are publicly-traded companies that manage portfolios of real estate to earn profits for shareholders through investments in commercial and residential real estate. Equity REITs own real estate directly. The Series may invest in issuers of any capitalization. At December 31, 2012, the market capitalization range of the issuers in which the Series was invested was $1.9 billion to $57.2 billion.
The subadviser uses a blended approach in its security selection process, combining a pursuit of growth and value. Securities are selected using a two-tiered screening process. First the subadviser screens the universe of eligible securities for those that it believes offer the potential for reasonably-priced initial appreciation and continued dividend growth and that show signs the issuer is an efficient user of capital. Securities that survive this screening are further evaluated based on interviews and fundamental research that focus on the issuers strength of management and property, financial and performance reviews.
Securities are evaluated for sale if their market value exceeds the subadvisers estimated value, if its financial performance is expected to decline or if the subadviser believes the securitys issuer fails to adjust its strategy to the real estate market cycle.
Temporary Defensive Strategy: When the subadviser believes there are extraordinary risks associated with investment in real estate related securities, the Series may take temporary defensive positions that are inconsistent with its principal investment strategies by investing up to 100% of its assets in short-term investments such as money market instruments, repurchase agreements, certificates of deposit and bankers acceptances. When this allocation happens, the Series may not achieve its investment objectives.
Please see More About Principal Risks for information about the risks of investing in the Series.
Equity REIT Securities Risk
Real estate investment trusts (REITs) are financial vehicles that pool investor capital to purchase or finance real estate. Equity REITs invest primarily in direct ownership or lease of real property, and they derive most of their income from rents. Equity REITs can also realize capital gains by selling properties that have appreciated in value. Investing in equity REITs and REIT-like entities involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. REITs and REIT-like entities are typically small or medium market capitalization companies, and they are subject to management fees and other expenses. When the Series invests in REITs and REIT-like entities it will bear its proportionate share of the costs of the REITs and REIT-like entities operations. REITs and REIT-like entities are dependent upon management skill, may not be diversified, and are subject to heavy cash flow dependency and self-liquidation. REITs and REIT-like entities also are subject to the possibility of failing to qualify for tax-free pass-through of income. Also, because REITs and REIT-like entities typically are invested in a limited number of projects or in a particular market segment, these entities are more susceptible to adverse developments affecting a single project or market segment than more broadly diversified investments. In the event of a default by a borrower or lessee, a REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs associated with protecting its investments. In addition, investment in REITs could cause the Series to possibly fail to qualify as a regulated investment company, depending upon the nature of dividends received by the Series.
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Equity Securities Risks
Generally, prices of equity securities are more volatile than those of fixed income securities. The prices of equity securities will rise and fall in response to a number of different factors. In particular, equity securities will respond to events that affect entire financial markets or industries (such as changes in inflation or consumer demand) and to events that affect particular issuers (such as news about the success or failure of a new product). Equity securities also are subject to stock market risk, meaning that stock prices in general may decline over short or extended periods of time. When the value of the stocks held by the Series goes down, the value of the Series shares will be affected.
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Large Market Capitalization Companies Risk. The value of investments in larger companies may not rise as much as smaller companies, or that larger companies may be unable to respond quickly to competitive challenges, such as changes in technology and consumer tastes. |
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Small and Medium Market Capitalization Companies Risk . Small and medium-sized companies often have narrower markets, fewer products or services to offer, and more limited managerial and financial resources than larger, more established companies. As a result, the performance of small and medium-sized companies may be more volatile, and they may face a greater risk of business failure, which could increase the volatility and risk of loss to the Series. |
Industry/Sector Concentration Risk
The value of the investments of a fund that focuses its investments in a particular industry or market sector will be highly sensitive to financial, economic, political and other developments affecting that industry or market sector, and conditions that negatively impact that industry or market sector will have a greater impact on the Series as compared with a fund that does not have its holdings similarly concentrated. Since the Series concentrates its assets in real estate related securities, events negatively affecting the real estate industry are therefore likely to cause the value of the Series shares to decrease, perhaps significantly.
Market Volatility Risk
The value of the securities in which the Series invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods.
Instability in the financial markets has exposed the Series to greater market and liquidity risk and potential difficulty in valuing portfolio instruments that it holds. In response to financial markets that experienced extreme volatility, and in some cases a lack of liquidity, the U.S. Government has taken a number of unprecedented actions, including acquiring distressed assets from financial institutions and acquiring ownership interests in those institutions. The implications of government ownership and disposition of these assets are unclear. Additional legislation or government regulation may also change the way in which funds themselves are regulated, which could limit or preclude the Series ability to achieve its investment objective.
Non-Diversification Risk
As a non-diversified investment company, the Series is not limited in the proportion of assets that it may invest in the securities of any one issuer. If the Series takes concentrated positions in a small number of issuers, the Series may be more susceptible to the risks associated with those issuers, or to a single economic, political, regulatory or other event affecting those issuers.
The Adviser
VIA has served as the investment adviser to the Series since November 2010, VIA, located at 100 Pearl Street, Hartford, CT 06103, acts as the investment adviser for over 50 mutual funds and as adviser to institutional clients. As of December 31, 2012, VIA had approximately $29.8 billion in assets under management. VIA has acted as an investment adviser for over 80 years and is an indirect wholly-owned subsidiary of Virtus Investment Partners, Inc., a publicly traded multi-manager asset management business.
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Pursuant to the Investment Advisory Agreement with the Series and subject to the direction of the Trusts Board of Trustees, VIA is responsible for managing the Series investment program in conformity with the stated policies of the Series as described in this prospectus. VIA, with the approval of the Trusts Board of Trustees, has selected Duff & Phelps, an affiliate of VIA, to serve as subadviser and perform the day-to-day portfolio management of the Series. Duff & Phelps, subject to the supervision of VIA, is responsible for deciding which securities to purchase and sell for the Series and for placing the Series transactions.
The Series pays VIA an investment management fee that is accrued daily against the value of the Series net assets at the following annual rate:
| 1 st $1 billion | $1+ billion through $2 billion | Over $2 billion | ||
| 0.75% | 0.70% | 0.65% |
For its last fiscal year, the Series paid advisory fees at the rate 0.75% of its average net assets.
The Trust has entered into an expense limitation agreement with VIA whereby VIA has agreed to reimburse the Series for expenses necessary or appropriate for the operation of the Series (excluding interest, taxes, extraordinary expenses, and acquired fund fees and expenses, if any) to the extent that such expenses exceed 1.16% of the Series Class A Shares and 0.91% of the Series Class I Shares average net assets. This expense limitation agreement is in place through April 30, 2014. After April 30, 2014, VIA may discontinue this expense reimbursement arrangement at any time. Under certain conditions, VIA may recapture operating expenses reimbursed under an expense reimbursement arrangement for a period of three years following the fiscal year in which such reimbursement occurred.
VIA serves as a manager of managers of the Series. In this capacity, VIA: (i) sets the Series overall investment strategies; (ii) evaluates, selects, and recommends to the Board one or more subadvisers needed to manage all or part of the assets of the Series; (iii) monitors and evaluates the subadvisers investment programs and results as well as the performance of the subadvisers relative to the applicable benchmark indexes; and (iv) reviews the Series compliance with its investment objectives, policies and restrictions.
The Trust and VIA have each received an exemptive order from the Securities and Exchange Commission (SEC) that permits VIA, subject to certain conditions and without the approval of shareholders to: (a) employ a new unaffiliated subadviser for a Series pursuant to the terms of a new subadvisory agreement, in each case either as a replacement for an exiting subadviser or as an additional subadviser; (b) change the terms of any subadvisory agreement; and (c) continue the employment of an existing subadviser on the same subadvisory agreement terms where an agreement has been assigned because of a change in control of the subadviser. In such circumstances, shareholders would receive notice of such action, including the information concerning the new subadviser that normally is provided in a proxy statement.
The Subadviser
Duff & Phelps has served as the subadviser to the Series since August 2007, and previously served as investment adviser to the Series. Duff & Phelps, an affiliate of VIA, acts as subadviser to mutual funds and as adviser or subadviser to closed-end funds and to institutional clients. Duff & Phelps had approximately $8.9 billion in assets under management as of December 31, 2012. Duff & Phelps offices are located at 200 S. Wacker Drive, Suite 500, Chicago, IL 60606.
From its investment advisory fee, VIA, not the Series, pays Duff & Phelps for its subadvisory services at the rate of 50% of the gross advisory fee.
Board of Trustees Approval of Investment Advisory and Subadvisory Agreements
The Trusts annual report to shareholders for the year ended December 31, 2012 contains a discussion regarding the basis for the Trusts Board of Trustees approval of the investment advisory and investment subadvisory agreements for the Series.
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Portfolio Management
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Geoffrey P. Dybas , CFA . Mr. Dybas joined Duff & Phelps in 1995 and serves as Senior Vice President and Global Team Head and co-founder for all dedicated REIT portfolios managed by Duff & Phelps. His primary responsibilities include sharing portfolio management and trading decisions, and conducting research on the equity REIT universe. |
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Frank J. Haggerty, Jr. , CFA . Mr. Haggerty joined Duff & Phelps in 2005 and serves as Senior Vice President and Senior REIT Analyst, providing support for the dedicated REIT products managed by Duff & Phelps. Prior to joining Duff & Phelps, Mr. Haggerty was a senior analyst and portfolio manager at ABN AMRO Asset Management for seven years. |
The statement of additional information (SAI) provides additional information about the portfolio managers compensation, other accounts managed by the portfolio managers and the portfolio managers ownership of securities in the Series.
Other Investment Strategies and Risks
Information about the Series principal investment strategies and risks appears in the Fund Summary section and the sections entitled More About Principal Investment Strategies and More About Principal Risks above. The Series policy of investing 80% of its assets in REITs and other real estate related securities is not fundamental and, therefore, may be changed without shareholder approval, but only upon 60 days written notice to shareholders.
The information below describes other investment strategies that the Series may use that are not principal strategies and the risks of those strategies, arranged in alphabetical order. Further descriptions of these investment strategies and practices can be found in the SAI.
The greater an investment in a particular asset class by the Series, the greater the impact to the Series of the risks related to the class.
Convertible Securities
Convertible securities are bonds, debentures, notes, preferred stock, rights, warrants or other securities that may be converted into or exchanged for a prescribed amount of common stock or other security of the same or a different issuer or into cash within a particular period of time at a specified price or formula. A convertible security generally entitles the holder to receive interest paid or accrued on debt securities or the dividend paid on preferred stock until the convertible security matures or is redeemed, converted or exchanged. If a convertible security is called for redemption, the Series may have to redeem the security, convert it into common stock or sell it to a third party at a price and time that is not beneficial for the Series. The value of convertible securities tends to decline as interest rates rise and, because of the conversion feature, tends to vary with fluctuations in the market value of the underlying securities. Securities convertible into common stocks may have higher yields than common stocks but lower yields than comparable nonconvertible securities.
Derivatives
The Series may enter into derivative transactions (contracts whose value is derived from the value of an underlying asset, index or rate) including futures, options, non-deliverable forwards, forward foreign currency exchange contracts and swap agreements. The Series may use derivatives to hedge against factors that affect the value of its investments, such as interest rates and foreign currency exchange rates. The Series may also utilize derivatives as part of its overall investment technique to gain or lessen exposure to various securities, markets and currencies.
Derivatives typically involve greater risks than traditional investments. It is generally more difficult to ascertain the risk of, and to properly value, derivative contracts. The prices of derivatives may move in unexpected ways, especially in abnormal market conditions. Derivatives are usually less liquid than traditional securities and are subject to counterparty risk (the risk that the other party to the contract will default or otherwise not be able to perform its contractual obligations). In addition, some derivatives transactions may involve potentially unlimited losses. Derivative contracts entered into for hedging purposes may also subject the Series to losses if the contracts do not correlate with
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the assets, indexes or rates they were designed to hedge. Gains and losses derived from hedging transactions are, therefore, more dependent upon the subadvisers ability to correctly predict the movement of the underlying asset prices, indexes or rates. The Series use of derivatives may also increase the amount of taxes payable by shareholders or the resources required by the Series or its adviser to comply with particular regulatory requirements.
Exchange-Traded Funds (ETFs)
The Series may invest in ETFs. ETFs invest in a portfolio of securities designed to track a particular market segment or index. The risks associated with investing in ETFs generally reflect the risks of owning shares of the underlying securities the ETF is designed to track, although lack of liquidity in an ETF could result in its value being more volatile than the underlying portfolio of securities. Assets invested in ETFs incur a layering of expenses, including operating costs and advisory fees that Series shareholders indirectly bear; such expenses may exceed the expenses the Series would incur if it invested directly in the underlying portfolio of securities the ETF is designed to track. Shares of ETFs trade on a securities exchange and may trade at, above, or below their net asset value.
Illiquid and Restricted Securities
Certain securities in which the Series invests may be difficult to sell at the time and price beneficial to the Series, for example due to low trading volumes or legal restrictions. When there is no willing buyer or a security cannot be readily sold, the Series may have to sell at a lower price or may be unable to sell the security at all. The sale of such securities may also require the Series to incur expenses in addition to those normally associated with the sale of a security.
Leverage
When the Series makes investments in futures contracts, forward contracts, swaps and other derivative instruments, the futures contracts, forward contracts, swaps and certain other derivatives provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. When the Series uses leverage through activities such as borrowing, entering into short sales, purchasing securities on margin or on a when-issued basis, or purchasing derivative instruments in an effort to increase its returns, the Series has the risk of magnified capital losses that occur when losses affect an asset base, enlarged by borrowings or the creation of liabilities, that exceeds the net assets of the Series. The value of the shares of the Series employs leverage will be more volatile and sensitive to market movements. Leverage may also involve the creation of a liability that requires the Series to pay interest.
Securities Lending
The Series may loan portfolio securities with a value up to one-third of its total assets to increase its investment returns. If the borrower is unwilling or unable to return the borrowed securities when due, the respective Series can suffer losses. In addition, there is a risk of delay in receiving additional collateral or in the recovery of the securities, and a risk of loss of rights in the collateral, in the event that the borrower fails financially. There is also a risk that the value of the investment of the collateral could decline, causing a loss to the Series.
Short-Term Investments
The Series may invest in short-term investments, which may include money market instruments, repurchase agreements, certificates of deposit and bankers acceptances and other short-term instruments that are not U.S. Government securities. These securities generally present less risk than many other investments, but they are generally subject to credit risk and may be subject to other risks as well.
Unrated Fixed Income Securities
The Series may invest in unrated fixed income securities. The Series subadviser has the authority to make determinations regarding the quality of unrated fixed income securities for the purposes of assessing whether they meet the Series investment restrictions. However, analysis of unrated securities is more complex than that of rated securities, making it more difficult for the subadviser to accurately predict risk. Unrated fixed income securities may not be lower in quality than rated securities, but due to their perceived risk they may not have as broad a market as rated securities, making it more difficult to sell unrated securities.
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U.S. and Foreign Government Obligations
The Series may invest in obligations of U.S. and foreign governments, their agencies, instrumentalities and subdivisions. Obligations issued or guaranteed by the U.S. Government, its agencies, authorities and instrumentalities and backed by the full faith and credit of the United States only guarantee principal and interest will be timely paid to holders of the securities. The entities do not guarantee that the value of Series shares will increase, and in fact the market values of such obligations may fluctuate. In addition, not all U.S. Government securities are backed by the full faith and credit of the United States; some are the obligation solely of the entity through which they are issued. There is no guarantee that the U.S. Government would provide financial support to its agencies and instrumentalities if not required to do so by law. Foreign obligations may not be backed by the government of the issuing country, and are subject to foreign investing risks.
Distribution Plan (Class A Shares only)
The Trust, on behalf of each series of the Trust, including with respect to the Class A Shares of the Real Estate Securities Series, has adopted a plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the Distribution Plan). Pursuant to the Distribution Plan, the Trust has entered into a Distribution Agreement relating to the Distribution Plan with VP Distributors, LLC (the Distributor) located at 100 Pearl Street, Hartford, CT 06103. The Distributor is an affiliate of the adviser, and serves as principal underwriter for the Trust. The Distribution Plan permits the use of Series assets to help finance the distribution of the shares of the Series.
Under the Distribution Plan, the Trust, on behalf of each Series, is permitted to pay to the Distributor (who may in turn pay other service providers) up to a total of 0.25% of the average daily net assets of Class A of the Series, as payment for services rendered in connection with the distribution of shares. Because these fees are paid out of Series assets on an ongoing basis, over time these costs will increase the cost of your investment and may cost you more than other types of sales charges.
More About the Trust and the Series
Organization of the Trust
The Trust was organized as a Massachusetts business trust on February 18, 1986. It was subsequently reorganized into a Delaware statutory trust on February 14, 2011. The Trust currently consists of nine series of which the Series is one. The Trusts business and affairs are managed by its Board of Trustees.
Shares of Beneficial Interest
Shares (including fractional shares) of the Series have equal rights with regard to voting, redemptions, dividends, distributions and liquidations with respect to the Series. All voting rights of the separate accounts as shareholders are passed through to the variable contract owners. Shareholders of all series of the Trust currently vote on the election of Trustees and other matters. On matters affecting an individual series such as the Series (such as approval of an advisory or subadvisory agreement or a change in fundamental investment policies), a separate vote of that series is required. On matters affecting an individual class (such as approval of matters relating to a Distribution Plan for a particular class of shares), a separate vote of that class is required. The Trust is not required to hold annual shareholder meetings.
Series shares attributable to any insurance company assets and Series shares for which no timely instructions from variable contract owners are received will be voted by the appropriate insurance company in the same proportion as those shares for which instructions are received.
The assets received by the Trust for the issue or sale of shares of the Series, and all income, earnings, profits and proceeds thereof, subject only to the rights of creditors, are allocated to the Series, and constitute the underlying assets of the Series. The underlying assets of the Series are required to be segregated on the books of account, and are to be charged with the expenses of the Series and with a share of the general expenses of the Trust. Any general expenses of the Trust not readily identifiable as belonging to a particular series shall be allocated by or under the direction of the Trustees in such manner as the Trustees determine to be fair and equitable.
| Virtus Real Estate Securities Series | 9 |
Taxes
The Trust intends for the Series to qualify as a regulated investment company (RIC) by satisfying the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code), including requirements with respect to diversification of assets, distribution of income, and sources of income. In general, a series that qualifies as a RIC will be relieved of federal income tax on its net investment income and net capital gains distributed to its shareholders. In addition, the Trust intends for the Series to comply with the investment diversification requirements for variable contracts contained in the Code. Moreover, the Trust intends to distribute sufficient net investment income and net capital gains of the Series to avoid imposition of any federal excise tax.
Accordingly, the Trust intends that, at the close of each quarter of the taxable year, (i) not more than 25% of the market value of the Series total assets will be invested in the securities of a single issuer and (ii) with respect to 50% of the market value of the Series total assets, not more than 5% of the market value of the Series total assets will be invested in the securities of a single issuer and the Series will not own more than 10% of the outstanding voting securities of a single issuer.
Actual and deemed distributions of ordinary income and net capital gains generally are taxable to the Series shareholders, which in this case are the separate accounts. Because the sole shareholders of the Series will be the separate accounts, no discussion is included in this prospectus as to the federal income tax consequences at the shareholder level. For information concerning the federal income tax consequences to purchasers of the variable contracts, please see the variable contract prospectuses.
If the Series has rental income or income from the disposition of real property acquired as a result of a default on securities such Series may own, the receipt of such income may adversely affect its ability to retain its tax status as a RIC.
Disruptive Trading and Market Timing
As an investment vehicle for variable contracts, which are designed as long-term investments, the Series is not appropriate for market timing or other trading strategies that entail rapid or frequent investment and trading. Frequent purchases, redemptions and transfers, transfers into and then out of the Series in a short period of time, and transfers of large amounts at one time may be indicative of market timing and otherwise disruptive trading (Disruptive Trading), which can have risks and harmful effects for other investors. These risks and harmful effects include:
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dilution of the interests of long-term investors, if market timers or others transfer into the Series at prices that are below the true value or exchange out of the Series at prices that are higher than the true value; |
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an adverse effect on portfolio management, such as causing the Series to maintain a higher level of cash than would otherwise be the case, or causing the Series to liquidate investments prematurely; and |
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increased brokerage and administrative expenses. |
Funds that invest primarily in international securities may be more susceptible to pricing arbitrage opportunities because of time zone differences between the closing of international and domestic markets. Funds that invest primarily in small and mid-cap securities may be more susceptible to arbitrage opportunities because of the less liquid nature of small and mid-cap securities. Funds that hold significant investments in high yield bonds may also be susceptible to market timing because high yield bonds are often thinly traded so that their market prices may not accurately reflect current market developments. To the extent that the Series invests in these types of securities, it may be more susceptible to the risks of Disruptive Trading.
In order to attempt to protect Trust investors, the Trusts Board of Trustees has adopted market timing policies reasonably designed to discourage Disruptive Trading. The Trust reserves the right to amend these policies at any time without prior notice. Because the record owners of the Series are the insurance companies and not the variable contract owners, the Trust is not ordinarily in a position to monitor for or uncover Disruptive Trading by variable contract owners. Therefore, under the Trusts policies, the Trust delegates to each insurance company the duty to establish and maintain policies and procedures designed to detect, monitor and deter (including, without limitation, by rejecting specific purchase orders) investors (or their agents) whose purchase and redemption activity follows a Disruptive Trading pattern, and to take such other actions as the insurance company may deem necessary to discourage or
| 10 | Virtus Real Estate Securities Series |
reduce Disruptive Trading activities. An insurance company may only modify such policies and procedures if it provides reasonable notice to the Trust and the Trusts Chief Compliance Officer. Please see your variable contract prospectus for information relating to applicable restrictions on purchases or transfers through your variable contract.
The Trust may also take certain actions to stop Disruptive Trading, including imposing redemption fees for the Series and ceasing sales of additional shares of the Series to a separate account through which variable contract owners are engaging in Disruptive Trading. Because the Trust reserves discretion in applying these policies, they may not be applied uniformly. In addition, the Trust, as required under SEC regulations, has entered into an agreement with each insurance company under which the insurance companies have agreed to provide the Trust or its designee with information about variable contract owner transactions in the Series upon request.
Although the Trust will endeavor to ensure that each insurance company can and does identify and deter Disruptive Trading by its variable contract owners, the Trust cannot control their efforts or guarantee their success at deterrence. In addition, the Trust cannot guarantee that monitoring by the insurance companies and the Trust will be 100% successful in detecting all Disruptive Trading activity. Consequently, there is a risk that some investors could engage in Disruptive Trading while others will bear the effects of their Disruptive Trading activities.
Portfolio Holdings
A description of the Trusts policies and procedures with respect to the disclosure of the Series portfolio securities is available in the SAI.
Shares of the Series are not available to the public directly. You may invest in the Series by buying a variable accumulation annuity contract or a variable universal life insurance policy from an insurance company and directing the allocation of the net purchase payment(s) to the investment option corresponding to the Series. The appropriate insurance company will, in turn, invest payments in shares of the Series as the investor directs at the net asset value next determined.
The Series offers Class A Shares and Class I Shares. Both share classes may not be available for purchase through your variable contract. See your variable contract prospectus for a description of the available share class(es).
Sales Charge and Surrender Charges
The Series does not assess any sales charge, either when it sells or when it redeems securities. The sales charges that may be assessed under the variable contracts or policies are described in the variable contract prospectuses, as are other charges.
Determination of Net Asset Value
The net asset value (NAV) per share of the Series is determined as of the close of regular trading of the New York Stock Exchange (NYSE) on days when the NYSE is open for trading. Since the Series does not price securities on weekends or United States national holidays, but foreign markets may be open on these days, the value of any foreign assets of the Series and, therefore, the Series NAV may be significantly affected on days when an investor has no access to the Series. The NAV per share of the Series is determined by adding the values of all securities and other assets of the Series, subtracting liabilities and dividing by the total number of outstanding shares of the Series. Assets and liabilities are determined in accordance with generally accepted accounting principles and applicable rules and regulations of the SEC.
Assets: Equity securities are valued at the official closing price (typically last sale) on the exchange on which the securities are principally traded or, if no closing price is available or there had been no sale that day, at the last bid price. Debt securities are valued on the basis of broker quotations or valuations provided by a pricing service which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Short-term investments having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value. Shares of other investment companies are
| Virtus Real Estate Securities Series | 11 |
valued at their respective NAVs. All other securities and assets are valued at their fair value as determined in good faith by or under the direction of the Trustees. Other assets, such as accrued interest, accrued dividends and cash are also included in determining the Series NAV.
A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary exchange for such security by the Trustees or their delegates. Because of the need to obtain prices as of the close of trading on exchanges throughout the world, the calculation of the NAV of the Series may not take place contemporaneously with the determination of the prices of certain portfolio securities of the Series. All assets and liabilities initially expressed in foreign currency values will be converted into United States dollar values using the foreign currency exchange rate of such currencies against United States dollars as last quoted by any recognized dealer. If an event were to occur after the value of an investment was so established but before the NAV per share was determined, which was likely to materially change the NAV, then the instrument would be valued using fair value considerations by the Board or its delegates.
Liabilities: Accrued liabilities for the Series-specific expenses (if any) and other liabilities are deducted from the assets of the Series. Accrued expenses and liabilities that are not Series-specific are allocated among the series of the Trust in proportion to each series net assets except where an alternative allocation can be more appropriately made.
Fair Valuation
If market quotations are not readily available or where available prices are not reliable, the Series determines a fair value for an investment according to rules and procedures approved by the Board. The types of assets for which such pricing might be required include: (i) securities whose trading has been suspended; (ii) securities where the trading market is unusually thin or trades have been infrequent; (iii) debt securities that have recently gone into default and for which there is no current market quotation; (iv) a security whose market price is not available from an independent pricing source and for which otherwise reliable quotes are not available; (v) securities of an issuer that has entered into a restructuring; (vi) a security whose price as provided by any pricing source, does not, in the opinion of the adviser/subadviser, reflect the securitys market value; (vii) foreign securities subject to trading collars for which limited or no trading takes place; and (viii) securities where the market quotations are not readily available as a result of significant events. This list does not include all situations that may require a security to be fair valued, nor is it intended to be conclusive in determining whether a specific event requires fair valuation.
The value of a portfolio security held by the Series for which market quotations are not readily available shall be determined in good faith and in a manner that assesses the securitys fair value on the valuation date ( i.e. , the amount that the Series might reasonably expect to receive for the security upon its current sale), based on a consideration of all available facts and all available information, including, but not limited to, the following: (i) the fundamental analytical data relating to the investment; (ii) an evaluation of the forces which influence the market in which these securities are purchased and sold ( e.g. , the existence of merger proposals or tender offers that might affect the value of the security); (iii) price quotes from dealers and/or pricing services; (iv) an analysis of the issuers financial statements; (v) trading volumes on markets or exchanges, or among dealers; (vi) recent news about the security or issuer; (vii) changes in interest rates; (viii) information obtained from the issuer, analysts, other financial institutions and/or the appropriate stock exchange (for exchange traded securities); (ix) whether two or more dealers with whom the subadviser regularly effects trades are willing to purchase or sell the security at comparable prices; (x) other news events or relevant matters; and (xi) government (domestic or foreign) actions or pronouncements.
Certain foreign common stocks may be fair valued in cases where closing prices are not readily available or are deemed not reflective of readily available market prices. For example, significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time of closing of the foreign market where the security is principally traded and the time that the Series calculates its NAV (generally, the close of the NYSE) that may impact the value of securities traded in these foreign markets. In such cases, information from an external vendor may be utilized to adjust closing market prices of certain foreign common stocks to reflect their fair value. Because the frequency of significant events is not predictable, fair valuation of certain foreign common stocks may occur on a frequent basis.
The value of a security, as determined using the Series fair valuation procedures, may not reflect such securitys market value.
| 12 | Virtus Real Estate Securities Series |
The financial highlights table provided below is intended to help you understand the Series financial performance for the past five years. Certain information reflects financial results for a single share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Series (assuming reinvestment of all dividends and distributions). These figures do not include the imposition of separate account fees or expenses. If such fees or expenses were reflected, performance would be lower. This information has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm for the Series. Their report and the Series financial statements are included in the Series annual report to shareholders and incorporated by reference in the SAI.
Financial highlights for Class A Shares are shown to provide investors with financial information about the Series. The returns for Class I Shares would have been substantially similar to those shown because Class I Shares and Class A Shares are invested in the same portfolio of securities. However, Class A Shares pay distribution and services (12b-1) fees and Class I Shares do not. Had the Class I Shares been operational during the periods shown, dividend distributions (if any) and investment performance would have been higher than for Class A Shares.
Virtus Real Estate Securities SeriesClass A Shares
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1/1/12
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1/1/11
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1/1/10
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1/1/09
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1/1/08
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Net Asset Value, Beginning of Period |
$ | 26.18 | $ | 25.43 | $ | 20.25 | $ | 16.26 | $ | 26.82 | ||||||||||
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Net Investment Income (Loss) (1) |
0.30 | 0.24 | 0.28 | 0.44 | 0.56 | |||||||||||||||
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Net Realized and Unrealized Gain (Loss) |
4.10 | 2.25 | 5.35 | 4.12 | (10.17 | ) | ||||||||||||||
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Total from Investment Operations |
4.40 | 2.49 | 5.63 | 4.56 | (9.61 | ) | ||||||||||||||
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Dividends from Net Investment Income |
(0.29 | ) | (0.19 | ) | (0.45 | ) | (0.57 | ) | (0.37 | ) | ||||||||||
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Distributions from Net Realized Gains |
(2.51 | ) | (1.55 | ) | | | (0.58 | ) | ||||||||||||
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Total Distributions |
(2.80 | ) | (1.74 | ) | (0.45 | ) | (0.57 | ) | (0.95 | ) | ||||||||||
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Change in Net Asset Value |
1.60 | 0.75 | 5.18 | 3.99 | (10.56 | ) | ||||||||||||||
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Net Asset Value, End of Period |
$ | 27.78 | $ | 26.18 | $ | 25.43 | $ | 20.25 | $ | 16.26 | ||||||||||
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Total Return (2) |
16.98 | % | 9.87 | % | 28.00 | % | 29.11 | % | (36.88 | )% | ||||||||||
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Net Assets, End of Period (in thousands) |
$ | 102,399 | $ | 103,114 | $ | 110,769 | $ | 112,750 | $ | 86,199 | ||||||||||
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Ratio of Net Operating Expenses to Average Net Assets (3) |
1.11 | % (4) | 1.10 | % | 1.10 | % | 1.10 | % | 1.01 | % | ||||||||||
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Ratio of Gross Operating Expenses to Average Net Assets (before waivers and reimbursements) (3) |
1.20 | % | 1.22 | % | 1.11 | % | 1.11 | % | 1.01 | % | ||||||||||
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Ratio of Net Investment Income to Average Net Assets |
1.03 | % | 0.90 | % | 1.23 | % | 2.80 | % | 2.33 | % | ||||||||||
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Portfolio Turnover Rate |
18 | % | 22 | % | 36 | % | 43 | % | 42 | % | ||||||||||
Footnote Legend:
| (1) |
Computed using average shares outstanding. |
| (2) |
The total return does not include the expenses associated with the annuity or life insurance policy through which you invest. |
| (3) |
The Series will also indirectly bear their prorated share of expenses of any underlying funds in which it invests. Such expenses are not included in the calculation of this ratio. |
| (4) |
Blended net expense ratio. For additional information, see Note 3C in the Notes to Financial Statements in the Annual Report. |
| Virtus Real Estate Securities Series | 13 |
100 Pearl Street
Hartford, CT 06103
ADDITIONAL INFORMATION
You can find more information about the Series in the following documents:
Annual and Semiannual Reports
Annual and semiannual reports contain more information about the Series investments. The annual report discusses the market conditions and investment strategies that significantly affected the Series performance during the last fiscal year.
Statement of Additional Information (SAI)
The SAI contains more detailed information about the Series. It is incorporated by reference and is legally part of the prospectus.
To obtain free copies of these documents, you can download copies at virtus.com/our-products/vit , or you can request copies by calling us toll-free at 800-367-5877.
Information about the Series (including the SAI) can be reviewed and copied at the Securities and Exchange Commissions (SEC) Public Reference Room in Washington, DC. For information about the operation of the Public Reference Room, call 202-551-8090. This information is also available on the SECs Internet site at sec.gov . You may also obtain copies upon payment of a duplicating fee by writing the Public Reference Section of the SEC, Washington, DC 20549-6009 or by electronic request at publicinfo@sec.gov .
Virtus Customer Service: 800-367-5877
|
Virtus Variable Insurance Trust Investment Company Act File No. 811-04642 8502 |
5-13 |
VIRTUS VARIABLE INSURANCE TRUST
PROSPECTUS
Virtus Small-Cap Growth Series
Virtus Small-Cap Growth Series
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Payments to Insurance Companies and Other Financial Intermediaries |
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Virtus Small-Cap Growth Series
The Series has an investment objective of long-term capital growth.
The following table describes the fees and expenses you may pay if you buy and hold shares of the Virtus Small-Cap Growth Series. The table does not include any fees or sales charges under the variable contracts for which the Series is an investment option. If they were included, your costs would be higher.
| Shareholder Fees (fees paid directly from your investment): | None |
| Annual Series Operating Expenses (expenses that you pay each year as a percentage of the value of your investment.) | Class A | Class I | ||||||
| Management Fees | 0.85% | 0.85% | ||||||
| Distribution and/or Service (12b-1) Fees | 0.25% | None | ||||||
| Other Expenses (1) | 0.22% | 0.22% | ||||||
| Total Annual Series Operating Expenses | 1.32% | 1.07% | ||||||
| Less: Expense Reimbursements (2) | (0.13%) | (0.13%) | ||||||
| Net Annual Series Operating Expenses ( 2 ) | 1.19% | 0.94% | ||||||
| (1) | Restated to reflect current expenses. |
| (2) | The Series investment adviser has contractually agreed to limit the Series total annual operating expenses (excluding interest, taxes, extraordinary expenses, and acquired fund fees and expenses, if any) so that such expenses do not exceed 1.19% for Class A Shares and 0.94% for Class I Shares, through April 30, 2014. After April 30, 2014, the adviser may discontinue this expense reimbursement arrangement at any time. Under certain conditions, the adviser may recapture operating expenses reimbursed under an expense reimbursement arrangement for a period of three years following the fiscal year in which such reimbursement occurred. |
Example
This example is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Series for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Series total operating expenses remain the same. The example does not reflect variable contract fees and charges, and if it did, the costs shown would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||
| Class A | $121 | $406 | $711 | $1,579 | ||||||||||
| Class I | $96 | $327 | $578 | $1,294 | ||||||||||
Portfolio Turnover
The Series pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in Annual Series Operating Expenses or in the Example, affect the Series performance. During the most recent fiscal year, the Series portfolio turnover rate was 16% of the average value of its portfolio.
Principal Investment Strategies
The Series pursues long-term capital appreciation in the small-cap sector while seeking to provide the risk characteristics of the less volatile large-cap S&P 500 ® Index. The Series invests in a select group of small-cap companies that the subadviser believes to be growth companies and undervalued relative to their future growth potential. The investment strategy emphasizes companies assessed by the subadviser as having a competitive advantage, strong management and low financial risk and as able to grow over market cycles, despite their discounted valuations.
Under normal circumstances, the Series invests at least 80% of its assets in common stocks of small capitalization companies. As of the date of this Prospectus, the subadviser considers small capitalization companies for this purpose to be those companies that, at the time of initial purchase, have market capitalizations within the range of companies
| Virtus Small-Cap Growth Series | 1 |
included in the Russell 2000 ® Growth Index. Because small capitalization companies are defined by reference to an index, the market capitalization of companies in which the Series invests may vary with market conditions. As of December 31, 2012, the market capitalization range of companies included in the Russell 2000 ® Growth Index was $27 million to $4.7 billion. Generally, the Series invests in approximately 20-35 securities at any given time.
The Series may not achieve its objective, and it is not intended to be a complete investment program. The value of the Series investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of the Series investments decreases, you will lose money. Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the Series invests can be worse than expected, and investments may fail to perform as the subadviser expects. As a result, the value of your shares may decrease. The principal risks of investing in the Series are:
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Equity Securities Risk. The risk that events negatively affecting issuers, industries or financial markets in which the Series invests will impact the value of the stocks held by the Series and thus, the value of the Series shares over short or extended periods. |
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Growth Stocks Risk. The risk that the Series investments in growth stocks will be more volatile than investments in other types of stocks, or will perform differently from the market as a whole and from other types of stocks. |
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Limited Number of Investments Risk. The risk that the Series portfolio will be more susceptible to factors adversely affecting issuers of securities in the Series portfolio than would a fund holding a greater number of securities. |
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Market Volatility Risk. The risk that the value of the securities in which the Series invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods. |
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Small Market Capitalization Companies Risk. The risk that the Series investments in small market capitalization companies will increase the volatility and risk of loss to the Series, as compared with investments in larger, more established companies. |
The following bar chart and table provide some indication of the risks of investing in the Series. The bar chart shows changes in the Series performance from year to year over a 10-year period. The table shows how the Series average annual returns compare to those of a broad-based securities market index (the S&P 500 ® Index) and a more narrowly based benchmark (the Russell 2000 ® Growth Index) that reflects the market sectors in which the Series invests ® . The Series past performance is not necessarily an indication of how the Series will perform in the future. The Series returns in the chart and table do not reflect the deduction of any separate account or variable contract charges. The returns would have been less than those shown if such charges were deducted.
Calendar Year Annual Total Returns for Class A Shares
| Best Quarter: 2Q/2003: 27.79% | Worst Quarter: 4Q/2008: -25.51% | Year to date: (3/31/13): 11.81% |
| 2 | Virtus Small-Cap Growth Series |
| Average Annual Total Returns (for the periods ended 12/31/12) | 1 Year | 5 Years | 10 Years | |||||||
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Class A |
11.81% | -0.05% | 9.62% | |||||||
| S&P 500 ® Index (does not reflect fees or expenses) | 16.00% | 1.66% | 7.10% | |||||||
| Russell 2000 ® Growth Index (does not reflect fees or expenses) | 14.59% | 3.49% | 9.80% | |||||||
Class I Shares have not had a full calendar year of investment operations; therefore, performance information for Class I Shares is not included here. However, the returns for Class I Shares would have been substantially similar to those shown because Class I Shares and Class A Shares are invested in the same portfolio of securities. Class A Shares pay distribution and services (12b-1) fees and Class I Shares do not; therefore, had the Class I Shares been operational during the periods shown, investment performance would have been higher than for Class A Shares.
Updated performance information is available at virtus.com or by calling 800-367-5877.
The Adviser and Subadviser
Virtus Investment Advisers, Inc. (VIA) is the investment adviser to the Series.
Kayne Anderson Rudnick Investment Management LLC (Kayne), an affiliate of VIA, is the subadviser to the Series.
Portfolio Managers
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Todd Beiley, CFA, Senior Research Analyst at Kayne. Mr. Beiley has served as a Portfolio Manager of the Series since November 2010. |
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Jon Christensen, CFA, Senior Research Analyst at Kayne. Mr. Christensen has served as a Portfolio Manager of the Series since November 2010. |
Purchase and Sale of Series Shares
The Series does not offer its shares to the general public. The Series currently offers shares only to the separate accounts of participating insurance companies. Virtus Variable Insurance Trust (the Trust), of which the Series is a separate investment portfolio, has entered into an agreement with the insurance company sponsor of each separate account (participation agreement) setting forth the terms and conditions pursuant to which the insurance company will purchase and redeem shares of the Series. For information concerning the purchase of units of the separate accounts, see the variable contract prospectus.
Since the separate accounts are the only shareholders of the Series, no discussion is included herein as to the Federal income tax consequences at the shareholder level. For information concerning the Federal income tax consequences to the purchasers of variable contracts, see the variable contract prospectus which describes the particular separate account and variable contract.
Payments to Insurance Companies and Other Financial Intermediaries
Series shares are generally available only through intermediaries, i.e. , the separate accounts. The Series (and/or its related companies) may pay the insurance companies (and/or their related companies) for distribution and/or other services; some of the payments may, in turn, go to broker-dealers and other financial intermediaries. For example, the Series may make payments for sub-transfer agency services to one or more of the insurance companies. Such payments may create a conflict of interest for an intermediary by influencing the intermediarys investment recommendations, or be a factor in the insurance companys decision to include the Series as an underlying investment option in a variable contract. Ask your salesperson or review your variable contract prospectus for more information.
| Virtus Small-Cap Growth Series | 3 |
More About Principal Investment Strategies
Under normal circumstances, the Series invests at least 80% of its assets in common stocks of small capitalization companies. As of the date of this Prospectus, the subadviser considers small capitalization companies for this purpose to be those companies that, at the time of initial purchase, have market capitalizations within the range of companies included in the Russell 2000 ® Growth Index. Because small capitalization companies are defined by reference to an index, the market capitalization of companies in which the Series may invest may vary with market conditions. As of December 31, 2012, the market capitalization range of companies included in the Russell 2000 ® Growth Index was $27 million to $4.7 billion. The Series policy of investing 80% of its assets in small capitalization companies may be changed only upon 60 days written notice to shareholders.
The subadviser uses a strategy emphasizing consistently growing, highly profitable, low debt companies with rising cash flows which the subadviser deems to be of high quality. If a company meets these criteria, the subadviser researches and analyzes that companys strength of management, relative competitive position in the industry and its financial structure. A proprietary model is used to determine relative value. Generally, the Series invests in approximately 20-35 securities at any given time.
The subadvisers sell discipline seeks to dispose of holdings that, among other things, achieve a target price, or are the subject of negative developments individually or as an industry, or as necessary to provide funding to upgrade and improve portfolio holdings or meet diversification requirements.
Temporary Defensive Strategy: During periods of adverse market conditions, the Series may take temporary defensive positions that are inconsistent with its principal investment strategies by holding all or part of its assets in cash and short-term money market instruments, including obligations of the U.S. Government, high-quality commercial paper, certificates of deposit, bankers acceptances, bank interest-bearing demand accounts, and repurchase agreements secured by U.S. Government securities. When this allocation happens, the Series may not achieve its objective.
Please see More About Principal Risks for information about the risks of investing in the Series.
Equity Securities Risks
Generally, prices of equity securities are more volatile than those of fixed income securities. The prices of equity securities will rise and fall in response to a number of different factors. In particular, equity securities will respond to events that affect entire financial markets or industries (such as changes in inflation or consumer demand) and to events that affect particular issuers (such as news about the success or failure of a new product). Equity securities also are subject to stock market risk, meaning that stock prices in general may decline over short or extended periods of time. When the value of the stocks held by the Series goes down, the value of the Series shares will be affected.
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Growth Stocks Risk. Growth stocks can react differently to issuer, political, market, and economic developments than the market as a whole and other types of stocks. Growth stocks also tend to be more expensive relative to their earnings or assets compared to other types of stocks, and as a result they tend to be sensitive to changes in their earnings and more volatile than other types of stocks. |
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Small Market Capitalization Companies Risk. Small companies often have narrower markets, fewer products or services to offer, and more limited managerial and financial resources than larger, more established companies. As a result, the performance of small companies may be more volatile, and they may face a greater risk of business failure, which could increase the volatility and risk of loss to the Series. |
Limited Number of Investments Risk
Because the Series invests in a limited number of securities, the Series portfolio will be more susceptible to factors adversely affecting issuers of securities in the Series portfolio than would a fund holding a greater number of securities.
| 4 | Virtus Small-Cap Growth Series |
Market Volatility Risk
The value of the securities in which the Series invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods.
Instability in the financial markets has exposed the Series to greater market and liquidity risk and potential difficulty in valuing portfolio instruments that it holds. In response to financial markets that experienced extreme volatility, and in some cases a lack of liquidity, the U.S. Government has taken a number of unprecedented actions, including acquiring distressed assets from financial institutions and acquiring ownership interests in those institutions. The implications of government ownership and disposition of these assets are unclear. Additional legislation or government regulation may also change the way in which funds themselves are regulated, which could limit or preclude the Series ability to achieve its investment objective.
The Adviser
VIA has served as the investment adviser to the Series since November 2010. VIA, located at 100 Pearl Street, Hartford, CT 06103, acts as the investment adviser for over 50 mutual funds and as adviser to institutional clients. As of December 31, 2012, VIA had approximately $29.8 billion in assets under management. VIA has acted as an investment adviser for over 80 years and is an indirect wholly-owned subsidiary of Virtus Investment Partners, Inc., a publicly traded multi-manager asset management business.
Pursuant to the Investment Advisory Agreement with the Series and subject to the direction of the Trusts Board of Trustees, VIA is responsible for managing the Series investment program in conformity with the stated policies of the Series as described in this prospectus. VIA, with the approval of the Trusts Board of Trustees, has selected Kayne, an affiliate of VIA, to serve as subadviser and perform the day-to-day portfolio management of the Series. Kayne, subject to the supervision of VIA, is responsible for deciding which securities to purchase and sell for the Series and for placing the Series transactions.
The Series pays VIA an investment management fee that is accrued daily against the value of the Series net assets at the annual rate of 0.85%.
For its last fiscal year, the Series paid advisory fees at the rate 0.85% of its average net assets.
The Trust has entered into an expense limitation agreement with VIA whereby VIA has agreed to reimburse the Series for expenses necessary or appropriate for the operation of the Series (excluding interest, taxes, extraordinary expenses, and acquired fund fees and expenses, if any) to the extent that such expenses exceed 1.19% of the Series Class A Shares and 0.94% of the Series Class I Shares average net assets. This expense limitation agreement is in place through April 30, 2014. After April 30, 2014, VIA may discontinue this expense reimbursement arrangement at any time. Under certain conditions, VIA may recapture operating expenses reimbursed under an expense reimbursement arrangement for a period of three years following the fiscal year in which such reimbursement occurred.
VIA serves as a manager of managers of the Series. In this capacity, VIA: (i) sets the Series overall investment strategies; (ii) evaluates, selects, and recommends to the Board one or more subadvisers needed to manage all or part of the assets of the Series; (iii) monitors and evaluates the subadvisers investment programs and results as well as the performance of the subadvisers relative to the applicable benchmark indexes; and (iv) reviews the Series compliance with its investment objectives, policies and restrictions.
The Trust and VIA have each received an exemptive order from the Securities and Exchange Commission (SEC) that permits VIA, subject to certain conditions and without the approval of shareholders to: (a) employ a new unaffiliated subadviser for a Series pursuant to the terms of a new subadvisory agreement, in each case either as a replacement for an exiting subadviser or as an additional subadviser; (b) change the terms of any subadvisory agreement; and (c) continue the employment of an existing subadviser on the same subadvisory agreement terms where an agreement has been assigned because of a change in control of the subadviser. In such circumstances, shareholders would receive notice of such action, including the information concerning the new subadviser that normally is provided in a proxy statement.
| Virtus Small-Cap Growth Series | 5 |
The Subadviser
Kayne has served as subadviser to the Series since November 2010. Kayne, an affiliate of VIA, is located at 1800 Avenue of the Stars, 2 nd Floor, Los Angeles, CA 90067. Kayne acts as subadviser to mutual funds and as investment adviser to institutions and individuals. As of December 31, 2012, Kayne had approximately $6.9 billion in assets under management.
From its investment advisory fee, VIA, not the Series, pays Kayne for its subadvisory services at the rate of 50% of the gross advisory fee.
Board of Trustees Approval of Investment Advisory and Subadvisory Agreements
The Trusts annual report to shareholders for the year ended December 31, 2012 contains a discussion regarding the basis for the Trusts Board of Trustees approval of the investment advisory and investment subadvisory agreements for the Series.
Portfolio Management
The following individuals are the members of the team of equity investment professionals jointly and primarily responsible for the day-to-day management of the Series portfolio.
| · |
Todd Beiley, CFA. Mr. Beiley has served as Portfolio Manager since November 2010. He is also a Portfolio Manager of other funds managed by Kayne. Mr. Beiley is a Senior Research Analyst with primary research responsibilities for the small- and mid-capitalization consumer discretionary sector. Before joining Kayne in 2002, Mr. Beiley was an associate analyst in equity research at Prudential Securities. He has over 13 years of investment industry experience. |
| · |
Jon Christensen, CFA. Mr. Christensen has served as Portfolio Manager since November 2010. He is also a Portfolio Manager of other funds managed by Kayne. Mr. Christensen is a portfolio manager and senior research analyst with primary research responsibilities for the small- and mid-capitalization materials and processing sector. Before joining Kayne in 2001, he was a portfolio manager and senior research analyst for Doheny Asset Management. Mr. Christensen has approximately 17 years of investment industry experience. |
The statement of additional information (SAI) provides additional information about the portfolio managers compensation, other accounts managed by the portfolio managers and the portfolio managers ownership of securities in the Series.
Other Investment Strategies and Risks
Information about the Series principal investment strategies and risks appears in the Fund Summary section and the sections entitled More About Principal Investment Strategies and More About Principal Risks above. The Series policy of investing 80% of its assets in small capitalization companies is not fundamental and, therefore, may be changed without shareholder approval, but only upon 60 days written notice to shareholders.
The information below describes other investment strategies that the Series may use that are not principal strategies and the risks of those strategies, arranged in alphabetical order. Further descriptions of these investment strategies and practices can be found in the SAI.
The greater an investment in a particular asset class by the Series, the greater the impact to the Series of the risks related to the class.
Depositary Receipts
The Series may invest in American Depositary Receipts (ADRs) sponsored by U.S. banks, European Depositary Receipts (EDRs), Global Depositary Receipts (GDRs), ADRs not sponsored by U.S. banks, other types of depositary receipts (including non-voting depositary receipts) and other similar instruments representing securities of foreign companies. Although certain depositary receipts may reduce or eliminate some of the risks associated with foreign investing, these types of securities generally are subject to many of the same risks as direct investments in securities of foreign issuers.
| 6 | Virtus Small-Cap Growth Series |
Derivatives
The Series may enter into derivative transactions (contracts whose value is derived from the value of an underlying asset, index or rate) including futures, options, non-deliverable forwards, forward foreign currency exchange contracts and swap agreements. The Series may use derivatives to hedge against factors that affect the value of its investments, such as interest rates and foreign currency exchange rates. The Series may also utilize derivatives as part of its overall investment technique to gain or lessen exposure to various securities, markets and currencies.
Derivatives typically involve greater risks than traditional investments. It is generally more difficult to ascertain the risk of, and to properly value, derivative contracts. The prices of derivatives may move in unexpected ways, especially in abnormal market conditions. Derivatives are usually less liquid than traditional securities and are subject to counterparty risk (the risk that the other party to the contract will default or otherwise not be able to perform its contractual obligations). In addition, some derivatives transactions may involve potentially unlimited losses. Derivative contracts entered into for hedging purposes may also subject the Series to losses if the contracts do not correlate with the assets, indexes or rates they were designed to hedge. Gains and losses derived from hedging transactions are, therefore, more dependent upon the subadvisers ability to correctly predict the movement of the underlying asset prices, indexes or rates. The Series use of derivatives may also increase the amount of taxes payable by shareholders or the resources required by the Series or its adviser to comply with particular regulatory requirements.
Exchange-Traded Funds (ETFs)
The Series may invest in ETFs. ETFs invest in a portfolio of securities designed to track a particular market segment or index. The risks associated with investing in ETFs generally reflect the risks of owning shares of the underlying securities the ETF is designed to track, although lack of liquidity in an ETF could result in its value being more volatile than the underlying portfolio of securities. Assets invested in ETFs incur a layering of expenses, including operating costs and advisory fees that Series shareholders indirectly bear; such expenses may exceed the expenses the Series would incur if it invested directly in the underlying portfolio of securities the ETF is designed to track. Shares of ETFs trade on a securities exchange and may trade at, above, or below their net asset value.
Foreign Investing
Investing in securities of non-U.S. companies involves special risks and considerations not typically associated with investing in U.S. companies, and the values of non-U.S. securities may be more volatile than those of U.S. securities. The values of non-U.S. securities are subject to economic and political developments in countries and regions where the issuers operate or are domiciled, or where the securities are traded, such as changes in economic or monetary policies, and to changes in currency exchange rates. Values may also be affected by restrictions on receiving the investment proceeds from a non-U.S. country.
In general, less information is publicly available about non-U.S. companies than about U.S. companies. Non-U.S. companies are generally not subject to the same accounting, auditing and financial reporting standards as are U.S. companies. Certain foreign issuers classified as passive foreign investment companies may be subject to additional taxation risk.
| · |
Currency Rate Risk. Because the foreign securities in which the Series invests generally trade in currencies other than the U.S. dollar, changes in currency exchange rates will affect the Series net asset value, the value of dividends and interest earned, and gains and losses realized on the sale of securities. Because the value of the Series shares is calculated in U.S. dollars, it is possible for the Series to lose money by investing in a foreign security if the local currency of a foreign market depreciates against the U.S. dollar, even if the local currency value of the Series holdings goes up. Generally, a strong U.S. dollar relative to such other currencies will adversely affect the value of the Series holdings in foreign securities. |
Illiquid and Restricted Securities
Certain securities in which the Series invests may be difficult to sell at the time and price beneficial to the Series, for example due to low trading volumes or legal restrictions. When there is no willing buyer or a security cannot be readily sold, the Series may have to sell at a lower price or may be unable to sell the security at all. The sale of such securities may also require the Series to incur expenses in addition to those normally associated with the sale of a security.
| Virtus Small-Cap Growth Series | 7 |
Leverage
When the Series makes investments in futures contracts, forward contracts, swaps and other derivative instruments, the futures contracts, forward contracts, swaps and certain other derivatives provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. When the Series uses leverage through activities such as borrowing, entering into short sales, purchasing securities on margin or on a when-issued basis, or purchasing derivative instruments in an effort to increase its returns, the Series has the risk of magnified capital losses that occur when losses affect an asset base, enlarged by borrowings or the creation of liabilities, that exceeds the net assets of the Series. The value of the shares of the Series when it employs leverage will be more volatile and sensitive to market movements. Leverage may also involve the creation of a liability that requires the Series to pay interest.
Securities Lending
The Series may loan portfolio securities with a value up to one-third of its total assets to increase its investment returns. If the borrower is unwilling or unable to return the borrowed securities when due, the Series can suffer losses. In addition, there is a risk of delay in receiving additional collateral or in the recovery of the securities, and a risk of loss of rights in the collateral, in the event that the borrower fails financially. There is also a risk that the value of the investment of the collateral could decline, causing a loss to the Series.
Short-Term Investments
The Series may invest in short-term investments, which may include money market instruments, repurchase agreements, certificates of deposit, bankers acceptances and other short-term instruments that are not U.S. Government securities. These securities generally present less risk than many other investments, but they are generally subject to credit risk and may be subject to other risks as well.
Distribution Plan (Class A Shares only)
The Trust, on behalf of each series of the Trust, including with respect to the Class A Shares of the Small-Cap Growth Series, has adopted a plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the Distribution Plan). Pursuant to the Distribution Plan, the Trust has entered into a Distribution Agreement relating to the Distribution Plan with VP Distributors, LLC (the Distributor) located at 100 Pearl Street, Hartford, CT 06103. The Distributor is an affiliate of the adviser, and serves as principal underwriter for the Trust. The Distribution Plan permits the use of Series assets to help finance the distribution of the shares of the Series.
Under the Distribution Plan, the Trust, on behalf of each Series, is permitted to pay to the Distributor (who may in turn pay other service providers) up to a total of 0.25% of the average daily net assets of Class A of the Series, as payment for services rendered in connection with the distribution of shares. Because these fees are paid out of Series assets on an ongoing basis, over time these costs will increase the cost of your investment and may cost you more than other types of sales charges.
More About the Trust and the Series
Organization of the Trust
The Trust was organized as a Massachusetts business trust on February 18, 1986. It was subsequently reorganized into a Delaware statutory trust on February 14, 2011. The Trust currently consists of nine series of which the Series is one. The Trusts business and affairs are managed by its Board of Trustees.
Shares of Beneficial Interest
Shares (including fractional shares) of the Series have equal rights with regard to voting, redemptions, dividends, distributions and liquidations with respect to the Series. All voting rights of the separate accounts as shareholders are passed through to the variable contract owners. Shareholders of all series of the Trust currently vote on the election of
| 8 | Virtus Small-Cap Growth Series |
Trustees and other matters. On matters affecting an individual series such as the Series (such as approval of an advisory or subadvisory agreement or a change in fundamental investment policies), a separate vote of that series is required. On matters affecting an individual class (such as approval of matters relating to a Distribution Plan for a particular class of shares), a separate vote of that class is required. The Trust is not required to hold annual shareholder meetings.
Series shares attributable to any insurance company assets and Series shares for which no timely instructions from variable contract owners are received will be voted by the appropriate insurance company in the same proportion as those shares for which instructions are received.
The assets received by the Trust for the issue or sale of shares of the Series, and all income, earnings, profits and proceeds thereof, subject only to the rights of creditors, are allocated to the Series, and constitute the underlying assets of the Series. The underlying assets of the Series are required to be segregated on the books of account, and are to be charged with the expenses of the Series and with a share of the general expenses of the Trust. Any general expenses of the Trust not readily identifiable as belonging to a particular series shall be allocated by or under the direction of the Trustees in such manner as the Trustees determine to be fair and equitable.
Taxes
The Trust intends for the Series to qualify as a regulated investment company (RIC) by satisfying the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code), including requirements with respect to diversification of assets, distribution of income, and sources of income. In general, a series that qualifies as a RIC will be relieved of federal income tax on its net investment income and net capital gains distributed to its shareholders. In addition, the Trust intends for the Series to comply with the investment diversification requirements for variable contracts contained in the Code. Moreover, the Trust intends to distribute sufficient net investment income and net capital gains of the Series to avoid imposition of any federal excise tax.
Accordingly, the Trust intends that, at the close of each quarter of the taxable year, (i) not more than 25% of the market value of the Series total assets will be invested in the securities of a single issuer and (ii) with respect to 50% of the market value of the Series total assets, not more than 5% of the market value of the Series total assets will be invested in the securities of a single issuer and the Series will not own more than 10% of the outstanding voting securities of a single issuer.
Actual and deemed distributions of ordinary income and net capital gains generally are taxable to the Series shareholders, which in this case are the separate accounts. Because the sole shareholders of the Series will be the separate accounts, no discussion is included in this prospectus as to the federal income tax consequences at the shareholder level. For information concerning the federal income tax consequences to purchasers of the variable contracts, please see the variable contract prospectuses.
Disruptive Trading and Market Timing
As an investment vehicle for variable contracts, which are designed as long-term investments, the Series is not appropriate for market timing or other trading strategies that entail rapid or frequent investment and trading. Frequent purchases, redemptions and transfers, transfers into and then out of the Series in a short period of time, and transfers of large amounts at one time may be indicative of market timing and otherwise disruptive trading (Disruptive Trading), which can have risks and harmful effects for other investors. These risks and harmful effects include:
| · |
dilution of the interests of long-term investors, if market timers or others transfer into the Series at prices that are below the true value or exchange out of the Series at prices that are higher than the true value; |
| · |
an adverse effect on portfolio management, such as causing the Series to maintain a higher level of cash than would otherwise be the case, or causing the Series to liquidate investments prematurely; and |
| · |
increased brokerage and administrative expenses. |
Because the Series invests primarily in small-cap securities, it may be more susceptible to arbitrage opportunities because of the less liquid nature of small-cap securities.
| Virtus Small-Cap Growth Series | 9 |
Funds that invest primarily in international securities may be more susceptible to pricing arbitrage opportunities because of time zone differences between the closing of international and domestic markets. Funds that invest primarily in small and mid-cap securities may be more susceptible to arbitrage opportunities because of the less liquid nature of small and mid-cap securities. Funds that hold significant investments in high yield bonds may also be susceptible to market timing because high yield bonds are often thinly traded so that their market prices may not accurately reflect current market developments. To the extent that the Series invests in these types of securities, it may be more susceptible to the risks of Disruptive Trading.
In order to attempt to protect Trust investors, the Trusts Board of Trustees has adopted market timing policies reasonably designed to discourage Disruptive Trading. The Trust reserves the right to amend these policies at any time without prior notice. Because the record owners of the Series are the insurance companies and not the variable contract owners, the Trust is not ordinarily in a position to monitor for or uncover Disruptive Trading by variable contract owners. Therefore, under the Trusts policies, the Trust delegates to each insurance company the duty to establish and maintain policies and procedures designed to detect, monitor and deter (including, without limitation, by rejecting specific purchase orders) investors (or their agents) whose purchase and redemption activity follows a Disruptive Trading pattern, and to take such other actions as the insurance company may deem necessary to discourage or reduce Disruptive Trading activities. An insurance company may only modify such policies and procedures if it provides reasonable notice to the Trust and the Trusts Chief Compliance Officer. Please see your variable contract prospectus for information relating to applicable restrictions on purchases or transfers through your variable contract.
The Trust may also take certain actions to stop Disruptive Trading, including imposing redemption fees for the Series and ceasing sales of additional shares of the Series to a separate account through which variable contract owners are engaging in Disruptive Trading. Because the Trust reserves discretion in applying these policies, they may not be applied uniformly. In addition, the Trust, as required under SEC regulations, has entered into an agreement with each insurance company under which the insurance companies have agreed to provide the Trust or its designee with information about variable contract owner transactions in the Series upon request.
Although the Trust will endeavor to ensure that each insurance company can and does identify and deter Disruptive Trading by its variable contract owners, the Trust cannot control their efforts or guarantee their success at deterrence. In addition, the Trust cannot guarantee that monitoring by the insurance companies and the Trust will be 100% successful in detecting all Disruptive Trading activity. Consequently, there is a risk that some investors could engage in Disruptive Trading while others will bear the effects of their Disruptive Trading activities.
Portfolio Holdings
A description of the Trusts policies and procedures with respect to the disclosure of the Series portfolio securities is available in the SAI.
Shares of the Series are not available to the public directly. You may invest in the Series by buying a variable accumulation annuity contract or a variable universal life insurance policy from an insurance company and directing the allocation of the net purchase payment(s) to the investment option corresponding to the Series. The appropriate insurance company will, in turn, invest payments in shares of the Series as the investor directs at the net asset value next determined.
The Series offers Class A Shares and Class I Shares. Both share classes may not be available for purchase through your variable contract. See your variable contract prospectus for a description of the available share class(es).
Sales Charge and Surrender Charges
The Series does not assess any sales charge, either when it sells or when it redeems securities. The sales charges that may be assessed under the variable contracts or policies are described in the variable contract prospectuses, as are other charges.
| 10 | Virtus Small-Cap Growth Series |
Determination of Net Asset Value
The net asset value (NAV) per share of the Series is determined as of the close of regular trading of the New York Stock Exchange (NYSE) on days when the NYSE is open for trading. Since the Series does not price securities on weekends or United States national holidays, but foreign markets may be open on these days, the value of any foreign assets of the Series and, therefore, the Series NAV may be significantly affected on days when an investor has no access to the Series. The NAV per share of the Series is determined by adding the values of all securities and other assets of the Series, subtracting liabilities and dividing by the total number of outstanding shares of the Series. Assets and liabilities are determined in accordance with generally accepted accounting principles and applicable rules and regulations of the SEC.
Assets: Equity securities are valued at the official closing price (typically last sale) on the exchange on which the securities are principally traded or, if no closing price is available or there had been no sale that day, at the last bid price. Debt securities are valued on the basis of broker quotations or valuations provided by a pricing service which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Short-term investments having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value. Shares of other investment companies are valued at their respective NAVs. All other securities and assets are valued at their fair value as determined in good faith by or under the direction of the Trustees. Other assets, such as accrued interest, accrued dividends and cash are also included in determining the Series NAV.
A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary exchange for such security by the Trustees or their delegates. Because of the need to obtain prices as of the close of trading on exchanges throughout the world, the calculation of the NAV of the Series may not take place contemporaneously with the determination of the prices of certain portfolio securities of the Series. All assets and liabilities initially expressed in foreign currency values will be converted into United States dollar values using the foreign currency exchange rate of such currencies against United States dollars as last quoted by any recognized dealer. If an event were to occur after the value of an investment was so established but before the NAV per share was determined, which was likely to materially change the NAV, then the instrument would be valued using fair value considerations by the Board or its delegates.
Liabilities: Accrued liabilities for the Series-specific expenses (if any) and other liabilities are deducted from the assets of the Series. Accrued expenses and liabilities that are not Series-specific are allocated among the series of the Trust in proportion to each series net assets except where an alternative allocation can be more appropriately made.
Fair Valuation
If market quotations are not readily available or where available prices are not reliable, the Series determines a fair value for an investment according to rules and procedures approved by the Board. The types of assets for which such pricing might be required include: (i) securities whose trading has been suspended; (ii) securities where the trading market is unusually thin or trades have been infrequent; (iii) debt securities that have recently gone into default and for which there is no current market quotation; (iv) a security whose market price is not available from an independent pricing source and for which otherwise reliable quotes are not available; (v) securities of an issuer that has entered into a restructuring; (vi) a security whose price as provided by any pricing source, does not, in the opinion of the adviser/subadviser, reflect the securitys market value; (vii) foreign securities subject to trading collars for which limited or no trading takes place; and (viii) securities where the market quotations are not readily available as a result of significant events. This list does not include all situations that may require a security to be fair valued, nor is it intended to be conclusive in determining whether a specific event requires fair valuation.
The value of a portfolio security held by the Series for which market quotations are not readily available shall be determined in good faith and in a manner that assesses the securitys fair value on the valuation date ( i.e. , the amount that the Series might reasonably expect to receive for the security upon its current sale), based on a consideration of all available facts and all available information, including, but not limited to, the following: (i) the fundamental analytical data relating to the investment; (ii) an evaluation of the forces which influence the market in which these securities are purchased and sold ( e.g. , the existence of merger proposals or tender offers that might affect the value of the security); (iii) price quotes from dealers and/or pricing services; (iv) an analysis of the issuers financial statements; (v) trading volumes on markets or exchanges, or among dealers; (vi) recent news about the
| Virtus Small-Cap Growth Series | 11 |
security or issuer; (vii) changes in interest rates; (viii) information obtained from the issuer, analysts, other financial institutions and/or the appropriate stock exchange (for exchange traded securities); (ix) whether two or more dealers with whom the subadviser regularly effects trades are willing to purchase or sell the security at comparable prices; (x) other news events or relevant matters; and (xi) government (domestic or foreign) actions or pronouncements.
Certain foreign common stocks may be fair valued in cases where closing prices are not readily available or are deemed not reflective of readily available market prices. For example, significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time of closing of the foreign market where the security is principally traded and the time that the Series calculates its NAV (generally, the close of the NYSE) that may impact the value of securities traded in these foreign markets. In such cases, information from an external vendor may be utilized to adjust closing market prices of certain foreign common stocks to reflect their fair value. Because the frequency of significant events is not predictable, fair valuation of certain foreign common stocks may occur on a frequent basis.
The value of a security, as determined using the Series fair valuation procedures, may not reflect such securitys market value.
| 12 | Virtus Small-Cap Growth Series |
The financial highlights table provided below is intended to help you understand the Series financial performance for the past five years. Certain information reflects financial results for a single share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Series (assuming reinvestment of all dividends and distributions). These figures do not include the imposition of separate account fees or expenses. If such fees or expenses were reflected, performance would be lower. This information has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm for the Series. Their report and the Series financial statements are included in the Series annual report to shareholders and incorporated by reference in the SAI.
Financial highlights for Class A Shares are shown to provide investors with financial information about the Series. The returns for Class I Shares would have been substantially similar to those shown because Class I Shares and Class A Shares are invested in the same portfolio of securities. However, Class A Shares pay distribution and services (12b-1) fees and Class I Shares do not. Had the Class I Shares been operational during the periods shown, dividend distributions (if any) and investment performance would have been higher than for Class A Shares.
Virtus Small-Cap Growth SeriesClass A Shares
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1/1/12
to
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1/1/11
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1/1/10
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1/1/09
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1/1/08
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Net Asset Value, Beginning of Period |
$ | 14.03 | $ | 13.24 | $ | 11.66 | $ | 9.53 | $ | 17.85 | ||||||||||
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Net Investment Income (Loss) (1) |
0.07 | (0.02 | ) | (0.07 | ) | (0.08 | ) | (0.10 | ) | |||||||||||
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Net Realized and Unrealized Gain (Loss) |
1.59 | 2.23 | 1.65 | 2.21 | (7.76 | ) | ||||||||||||||
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Total from Investment Operations |
1.66 | 2.21 | 1.58 | 2.13 | (7.86 | ) | ||||||||||||||
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Dividends from Net Investment Income |
(0.03 | ) | | | | | ||||||||||||||
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Distributions from Net Realized Gains |
| (1.42 | ) | | | (0.46 | ) | |||||||||||||
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Total Distributions |
(0.03 | ) | (1.42 | ) | | | (0.46 | ) | ||||||||||||
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Change in Net Asset Value |
1.63 | 0.79 | 1.58 | 2.13 | (8.32 | ) | ||||||||||||||
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Net Asset Value, End of Period |
$ | 15.66 | $ | 14.03 | $ | 13.24 | $ | 11.66 | $ | 9.53 | ||||||||||
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Total Return (2) |
11.81 | % | 16.59 | % | 13.53 | % | 22.39 | % | (44.92 | )% | ||||||||||
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Net Assets, End of Period (in thousands) |
$ | 59,898 | $ | 64,868 | $ | 68,463 | $ | 26,310 | $ | 25,716 | ||||||||||
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Ratio of Net Operating Expenses to Average Net Assets (3) |
1.07 | % (4) | 1.05 | % | 1.05 | % | 1.05 | % | 1.00 | % | ||||||||||
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Ratio of Gross Operating Expenses to Average Net Assets (before waivers and reimbursements) (3) |
1.32 | % | 1.35 | % | 1.33 | % | 1.41 | % | 1.20 | % | ||||||||||
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Ratio of Net Investment Income to Average Net Assets |
0.44 | % | (0.15 | )% | (0.55 | )% | (0.83 | )% | (0.75 | )% | ||||||||||
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Portfolio Turnover Rate |
16 | % | 35 | % | 179 | % | 262 | % | 177 | % | ||||||||||
Footnote Legend:
| (1) |
Computed using average shares outstanding. |
| (2) |
The total return does not include the expenses associated with the annuity or life insurance policy through which you invest. |
| (3) |
The Series will also indirectly bear their prorated share of expenses of any underlying funds in which it invests. Such expenses are not included in the calculation of this ratio. |
| (4) |
Blended net expense ratio. For additional information, see Note 3C in the Notes to Financial Statements in the Annual Report. |
| Virtus Small-Cap Growth Series | 13 |
100 Pearl Street
Hartford, CT 06103
ADDITIONAL INFORMATION
You can find more information about the Series in the following documents:
Annual and Semiannual Reports
Annual and semiannual reports contain more information about the Series investments. The annual report discusses the market conditions and investment strategies that significantly affected the Series performance during the last fiscal year.
Statement of Additional Information (SAI)
The SAI contains more detailed information about the Series. It is incorporated by reference and is legally part of the prospectus.
To obtain free copies of these documents, you can download copies at virtus.com/our-products/vit , or you can request copies by calling us toll-free at 800-367-5877.
Information about the Series (including the SAI) can be reviewed and copied at the Securities and Exchange Commissions (SEC) Public Reference Room in Washington, DC. For information about the operation of the Public Reference Room, call 202-551-8090. This information is also available on the SECs Internet site at sec.gov . You may also obtain copies upon payment of a duplicating fee by writing the Public Reference Section of the SEC, Washington, DC 20549-6009 or by electronic request at publicinfo@sec.gov .
Virtus Customer Service: 800-367-5877
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Virtus Variable Insurance Trust Investment Company Act File No. 811-04642 8505 |
5-13 |
VIRTUS VARIABLE INSURANCE TRUST
PROSPECTUS
Virtus Small-Cap Value Series
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The Prospectus describes the Virtus Small-Cap Value Series (the Series), which is available as an underlying investment through a variable life insurance policy or a variable annuity contract (a variable contract). For information about your variable contract, including information about insurance-related expenses, see the prospectus for your variable contract.
The Securities and Exchange Commission has not approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Please carefully consider the investment objectives, risks, charges and expenses of the Series before investing. For this and other information about any Virtus Variable Insurance Trust series, call 800-367-5877 or visit virtus.com for a prospectus. Read it carefully before you invest. |
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May 1, 2013
Not FDIC Insured No Bank Guarantee May Lose Value |
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Virtus Small-Cap Value Series
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Virtus Small-Cap Value Series
The Series has an investment objective of long-term capital appreciation.
The following table describes the fees and expenses you may pay if you buy and hold shares of the Virtus Small-Cap Value Series. The table does not include any fees or sales charges imposed under the variable contracts for which the Series is an investment option. If they were included, your costs would be higher.
| Shareholder Fees (fees paid directly from your investment): | None |
| Annual Series Operating Expenses (expenses that you pay each year as a percentage of the value of your investment.) | Class A | |||
| Management Fees | 0.90% | |||
| Distribution and/or Service (12b-1) Fees | 0.25% | |||
| Other Expenses (1) | 0.19% | |||
| Total Annual Series Operating Expenses | 1.34% | |||
| Less: Expense Reimbursements (2) | (0.14%) | |||
| Net Annual Series Operating Expenses ( 2 ) | 1.20% | |||
| (1) | Restated to reflect current expenses. |
| (2) | The Series investment adviser has contractually agreed to limit the Series total annual operating expenses (excluding interest, taxes, extraordinary expenses, and acquired fund fees and expenses, if any) so that such expenses do not exceed 1.20%, through April 30, 2014. After April 30, 2014, the adviser may discontinue this expense reimbursement arrangement at any time. Under certain conditions, the adviser may recapture operating expenses reimbursed under an expense reimbursement arrangement for a period of three years following the fiscal year in which such reimbursement occurred. |
Example
This example is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Series for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Series total operating expenses remain the same. The example does not reflect variable contract fees and charges, and if it did, the costs shown would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
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| Class A | $122 | $411 | $721 | $1,600 | ||||||||||
Portfolio Turnover
The Series pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in Annual Series Operating Expenses or in the Example, affect the Series performance. During the most recent fiscal year, the Series portfolio turnover rate was 17% of the average value of its portfolio.
Principal Investment Strategies
The Series pursues long-term capital appreciation in the small-cap sector while seeking to provide the risk characteristics of the less volatile large-cap S&P 500 ® Index. The Series invests in a select group of small-cap companies that the subadviser believes to be value companies and undervalued relative to their future growth potential. The investment strategy emphasizes companies assessed by the subadviser as having a competitive advantage, strong management and low financial risk and as able to grow over market cycles, despite their discounted valuations.
Under normal circumstances, the Series invests at least 80% of its assets in common stocks of small capitalization companies. As of the date of this Prospectus, the subadviser considers small capitalization companies for this purpose to be those companies that, at the time of initial purchase, have market capitalizations within the range of companies included in the Russell 2000 ® Value Index. Because small capitalization companies are defined by reference to an index, the market capitalization of companies in which the Series invests may vary with market conditions. As of December 31,
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2012, the market capitalization range of companies included in the Russell 2000 ® Value Index was $45 million to $4.7 billion. Generally, the Series invests in approximately 20-35 securities at any given time.
The Series may not achieve its objective, and it is not intended to be a complete investment program. The value of the Series investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of the Series investments decreases, you will lose money. Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the Series invests can be worse than expected, and investments may fail to perform as the subadviser expects. As a result, the value of your shares may decrease. The principal risks of investing in the Series are:
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Equity Securities Risk. The risk that events negatively affecting issuers, industries or financial markets in which the Series invests will impact the value of the stocks held by the Series and thus, the value of the Series shares over short or extended periods. |
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Limited Number of Investments Risk. The risk that the Series portfolio will be more susceptible to factors adversely affecting issuers of securities in the Series portfolio than would the Series holding a greater number of securities. |
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Market Volatility Risk. The risk that the value of the securities in which the Series invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods. |
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Small Market Capitalization Companies Risk. The risk that the Series investments in small market capitalization companies will increase the volatility and risk of loss to the Series, as compared with investments in larger, more established companies. |
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Value Stocks Risk. The risk that the Series will underperform when value investing is out of favor or that the Series investments will not appreciate in value as anticipated. |
The following bar chart and table provide some indication of the risks of investing in the Series. The bar chart shows changes in the Series performance from year to year over a 10-year period. The table shows how the Series average annual returns compare to those of a broad-based securities market index (the S&P 500 ® Index) and a more narrowly based benchmark (the Russell 2000 ® Value Index) that reflects the market sectors in which the Series invests. The Series past performance is not necessarily an indication of how the Series will perform in the future. The Series returns in the chart and table do not reflect the deduction of any separate account or variable contract charges. The returns would have been less than those shown if such charges were deducted.
Calendar Year Annual Total Returns for Class A Shares
| Best Quarter: 2Q/2003: 21.15% | Worst Quarter: 4Q/2008: -29.64% | Year to date: (3/31/13): 10.90% |
| Average Annual Total Returns (for the periods ended 12/31/12) | 1 Year | 5 Years | 10 Years | |||||||
| Class A | 8.13% | -0.08% | 8.00% | |||||||
| S&P 500 ® Index (does not reflect fees or expenses) | 16.00% | 1.66% | 7.10% | |||||||
| Russell 2000 ® Value Index (does not reflect fees or expenses) | 18.05% | 3.55% | 9.50% | |||||||
Updated performance information is available at virtus.com or by calling 800-367-5877.
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The Adviser and Subadviser
Virtus Investment Advisers, Inc. (VIA) is the investment adviser to the Series.
Kayne Anderson Rudnick Investment Management LLC (Kayne), an affiliate of VIA, is the subadviser to the Series.
Portfolio Managers
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Julie Kutasov, Senior Research Analyst at Kayne. Ms. Kutasov has served as a Portfolio Manager of the Series since November 2010. |
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Robert Schwarzkopf, CFA, Co-Chief Investment Officer at Kayne. Mr. Schwarzkopf has served as a Portfolio Manager of the Series since November 2010. |
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Craig Stone, Senior Research Analyst at Kayne. Mr. Stone has served as a Portfolio Manager of the Series since November 2010. |
Purchase and Sale of Series Shares
The Series does not offer its shares to the general public. The Series currently offers shares only to the separate accounts of participating insurance companies. Virtus Variable Insurance Trust (the Trust), of which the Series is a separate investment portfolio, has entered into an agreement with the insurance company sponsor of each separate account (participation agreement) setting forth the terms and conditions pursuant to which the insurance company will purchase and redeem shares of the Series. For information concerning the purchase of units of the separate accounts, see the variable contract prospectus.
Since the separate accounts are the only shareholders of the Series, no discussion is included herein as to the Federal income tax consequences at the shareholder level. For information concerning the Federal income tax consequences to the purchasers of variable contracts, see the variable contract prospectus which describes the particular separate account and variable contract.
Payments to Insurance Companies and Other Financial Intermediaries
Series shares are generally available only through intermediaries, i.e. , the separate accounts. The Series (and/or its related companies) may pay the insurance companies (and/or their related companies) for distribution and/or other services; some of the payments may, in turn, go to broker-dealers and other financial intermediaries. For example, the Series may make payments for sub-transfer agency services to one or more of the insurance companies. Such payments may create a conflict of interest for an intermediary by influencing the intermediarys investment recommendations, or be a factor in the insurance companys decision to include the Series as an underlying investment option in a variable contract. Ask your salesperson or review your variable contract prospectus for more information.
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More About Principal Investment Strategies
Under normal circumstances, the Series invests at least 80% of its assets in common stocks of small capitalization companies. As of the date of this Prospectus, the subadviser considers small capitalization companies for this purpose to be those companies that, at the time of initial purchase, have market capitalizations within the range of companies included in the Russell 2000 ® Value Index. Because small capitalization companies are defined by reference to an index, the market capitalization of companies in which the Series may invest may vary with market conditions. As of December 31, 2012, the market capitalization range of companies included in the Russell 2000 ® Value Index was $45 million to $4.7 billion. The Series policy of investing 80% of its assets in small capitalization companies may be changed only upon 60 days written notice to shareholders.
The subadviser uses a strategy emphasizing consistently growing, highly profitable, low-debt companies in mature industries with rising cash flows which the subadviser deems to be of high quality. If a company meets these criteria, the subadviser researches and analyzes that companys strength of management, relative competitive position in the industry and its financial structure. A proprietary model is used to determine relative value. Generally, the Series invests in approximately 20-35 securities at any given time.
The subadvisers sell discipline seeks to dispose of holdings that, among other things, achieve a target price, or are the subject of negative developments individually or as an industry, or as necessary to provide funding to upgrade and improve portfolio holdings or meet diversification requirements.
Temporary Defensive Strategy: During periods of adverse market conditions, the Series may take temporary defensive positions that are inconsistent with its principal investment strategies by holding all or part of its assets in cash or short-term money market instruments including obligations of the U.S. Government, high-quality commercial paper, certificates of deposit, bankers acceptances, bank interest-bearing demand accounts, and repurchase agreements secured by U.S. Government securities. When this allocation happens, the Series may not achieve its objective.
Please see More About Principal Risks for information about the risks of investing in the Series.
Equity Securities Risks
Generally, prices of equity securities are more volatile than those of fixed income securities. The prices of equity securities will rise and fall in response to a number of different factors. In particular, equity securities will respond to events that affect entire financial markets or industries (such as changes in inflation or consumer demand) and to events that affect particular issuers (such as news about the success or failure of a new product). Equity securities also are subject to stock market risk, meaning that stock prices in general may decline over short or extended periods of time. When the value of the stocks held by the Series goes down, the value of the Series shares will be affected.
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Small Market Capitalization Companies Risk. Small companies often have narrower markets, fewer products or services to offer, and more limited managerial and financial resources than larger, more established companies. As a result, the performance of small companies may be more volatile, and they may face a greater risk of business failure, which could increase the volatility and risk of loss to the Series. |
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Value Stocks Risk. A company may be undervalued due to market or economic conditions, temporary earnings declines, unfavorable developments affecting the company and other factors, or because it is associated with a market sector that generally is out of favor with investors. Undervalued stocks tend to be inexpensive relative to their earnings or assets compared to other types of stock. However, these stocks can continue to be inexpensive for long periods of time and may not realize their full economic value. |
Limited Number of Investments Risk
Because the Series invests in a limited number of securities, the Series portfolio will be more susceptible to factors adversely affecting issuers of securities in the Series portfolio than would a fund holding a greater number of securities.
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Market Volatility Risk
The value of the securities in which the Series invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods.
Instability in the financial markets has exposed the Series to greater market and liquidity risk and potential difficulty in valuing portfolio instruments that it holds. In response to financial markets that experienced extreme volatility, and in some cases a lack of liquidity, the U.S. Government has taken a number of unprecedented actions, including acquiring distressed assets from financial institutions and acquiring ownership interests in those institutions. The implications of government ownership and disposition of these assets are unclear. Additional legislation or government regulation may also change the way in which funds themselves are regulated, which could limit or preclude the Series ability to achieve its investment objective.
The Adviser
VIA has served as the investment adviser to the Series since November 2010. VIA, located at 100 Pearl Street, Hartford, CT 06103, acts as the investment adviser for over 50 mutual funds and as adviser to institutional clients. As of December 31, 2012, VIA had approximately $29.8 billion in assets under management. VIA has acted as an investment adviser for over 80 years and is an indirect wholly-owned subsidiary of Virtus Investment Partners, Inc., a publicly traded multi-manager asset management business.
Pursuant to the Investment Advisory Agreement with the Series and subject to the direction of the Trusts Board of Trustees, VIA is responsible for managing the Series investment program in conformity with the stated policies of the Series as described in this prospectus. VIA, with the approval of the Trusts Board of Trustees, has selected Kayne, an affiliate of VIA, to serve as subadviser and perform the day-to-day portfolio management of the Series. Kayne, subject to the supervision of VIA, is responsible for deciding which securities to purchase and sell for the Series and for placing the Series transactions.
The Series pays VIA an investment management fee that is accrued daily against the value of the Series net assets at the annual rate of 0.90%.
For its last fiscal year, the Series paid advisory fees at the rate 0.90% of its average net assets.
The Trust has entered into an expense limitation agreement with VIA whereby VIA has agreed to reimburse the Series for expenses necessary or appropriate for the operation of the Series (excluding interest, taxes, extraordinary expenses, and acquired fund fees and expenses, if any) to the extent that such expenses exceed 1.20% of the Series average net assets). This expense limitation agreement is in place through April 30, 2014. After April 30, 2014, VIA may discontinue this expense reimbursement arrangement at any time. Under certain conditions, VIA may recapture operating expenses reimbursed under an expense reimbursement arrangement for a period of three years following the fiscal year in which such reimbursement occurred.
VIA serves as a manager of managers of the Series. In this capacity, VIA: (i) sets the Series overall investment strategies; (ii) evaluates, selects, and recommends to the Board one or more subadvisers needed to manage all or part of the assets of the Series; (iii) monitors and evaluates the subadvisers investment programs and results as well as the performance of the subadvisers relative to the applicable benchmark indexes; and (iv) reviews the Series compliance with its investment objectives, policies and restrictions.
The Trust and VIA have each received an exemptive order from the Securities and Exchange Commission (SEC) that permits VIA, subject to certain conditions and without the approval of shareholders to: (a) employ a new unaffiliated subadviser for a Series pursuant to the terms of a new subadvisory agreement, in each case either as a replacement for an exiting subadviser or as an additional subadviser; (b) change the terms of any subadvisory agreement; and (c) continue the employment of an existing subadviser on the same subadvisory agreement terms where an agreement has been assigned because of a change in control of the subadviser. In such circumstances, shareholders would receive notice of such action, including the information concerning the new subadviser that normally is provided in a proxy statement.
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The Subadviser
Kayne has served as the subadviser to the Series since November 2010. Kayne, an affiliate of VIA, is located at 1800 Avenue of the Stars, 2 nd Floor, Los Angeles, CA 90067. Kayne acts as subadviser to mutual funds and as investment adviser to institutions and individuals. As of December 31, 2012, Kayne had approximately $6.9 billion in assets under management.
From its investment advisory fee, VIA, not the Series, pays Kayne for its subadvisory services at the rate of 50% of the gross advisory fee.
Board of Trustees Approval of Investment Advisory and Subadvisory Agreements
The Trusts annual report to shareholders for the year ended December 31, 2012 contains a discussion regarding the basis for the Trusts Board of Trustees approval of the investment advisory and investment subadvisory agreements for the Series.
Portfolio Management
The following individuals are the members of the team of equity investment professionals jointly and primarily responsible for the day-to-day management of the Series portfolio.
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Julie Kutasov. Ms. Kutasov has served as Portfolio Manager since November 2010. She is also a Portfolio Manager of one or more other funds managed by Kayne. Ms. Kutasov is a Senior Research Analyst with primary research responsibilities for the small- and mid-capitalization producer durables sector. Before joining Kayne in 2001, Ms. Kutasov worked in the investment management group at Goldman Sachs. She has approximately 11 years of investment industry experience. |
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Robert Schwarzkopf, CFA. Mr. Schwarzkopf has served as Co-Portfolio Manager since November 2010. He is also Co-Portfolio Manager of other funds managed by Kayne. Mr. Schwarzkopf is Co-Chief Investment Officer (since January 2013), previously Chief Investment Officer (2007-2013)), a portfolio manager for the small and mid-cap equity portfolios (since 1992), and a member of the Executive Management Committee. Before joining Kayne in 1991, Mr. Schwarzkopf was a member of the Investment Policy Committee at the Pilgrim Group of Mutual Funds and portfolio manager for Pilgrim Regional Bankshares. He has approximately 32 years of investment industry experience. |
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Craig Stone. Mr. Stone has served as Portfolio Manager since November 2010. He is also a Portfolio Manager of one or more other funds managed by Kayne. Mr. Stone is a Senior Research Analyst with primary research responsibilities for the small- and mid-capitalization producer durables and energy sectors. Before joining Kayne in 2000, Mr. Stone was a Portfolio Manager at Doheny Asset Management. He has approximately 23 years of investment industry experience. |
The statement of additional information (SAI) provides additional information about the portfolio managers compensation, other accounts managed by the portfolio managers and the portfolio managers ownership of securities in the Series.
Other Investment Strategies and Risks
Information about the Series principal investment strategies and risks appears in the Fund Summary section and the sections entitled More About Principal Investment Strategies and More About Principal Risks above. The Series policy of investing 80% of its assets in small-cap equity securities is not fundamental and, therefore, may be changed without shareholder approval, but only upon 60 days written notice to shareholders.
The information below describes other investment strategies that the Series may use that are not principal strategies and the risks of those strategies, arranged in alphabetical order. Further descriptions of these investment strategies and practices can be found in the SAI. The greater an investment in a particular asset class by the Series, the greater the impact to the Series of the risks related to the class.
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Depositary Receipts
The Series may invest in American Depositary Receipts (ADRs) sponsored by U.S. banks, European Depositary Receipts (EDRs), Global Depositary Receipts (GDRs), ADRs not sponsored by U.S. banks, other types of depositary receipts (including non-voting depositary receipts) and other similar instruments representing securities of foreign companies. Although certain depositary receipts may reduce or eliminate some of the risks associated with foreign investing, these types of securities generally are subject to many of the same risks as direct investments in securities of foreign issuers.
Derivatives
The Series may enter into derivative transactions (contracts whose value is derived from the value of an underlying asset, index or rate) including futures, options, non-deliverable forwards, forward foreign currency exchange contracts and swap agreements. The Series may use derivatives to hedge against factors that affect the value of its investments, such as interest rates and foreign currency exchange rates. The Series may also utilize derivatives as part of its overall investment technique to gain or lessen exposure to various securities, markets and currencies.
Derivatives typically involve greater risks than traditional investments. It is generally more difficult to ascertain the risk of, and to properly value, derivative contracts. The prices of derivatives may move in unexpected ways, especially in abnormal market conditions. Derivatives are usually less liquid than traditional securities and are subject to counterparty risk (the risk that the other party to the contract will default or otherwise not be able to perform its contractual obligations). In addition, some derivatives transactions may involve potentially unlimited losses. Derivative contracts entered into for hedging purposes may also subject the Series to losses if the contracts do not correlate with the assets, indexes or rates they were designed to hedge. Gains and losses derived from hedging transactions are, therefore, more dependent upon the subadvisers ability to correctly predict the movement of the underlying asset prices, indexes or rates. The Series use of derivatives may also increase the amount of taxes payable by shareholders or the resources required by the Series or its adviser to comply with particular regulatory requirements.
Exchange-Traded Funds (ETFs)
The Series may invest in ETFs. ETFs invest in a portfolio of securities designed to track a particular market segment or index. The risks associated with investing in ETFs generally reflect the risks of owning shares of the underlying securities the ETF is designed to track, although lack of liquidity in an ETF could result in its value being more volatile than the underlying portfolio of securities. Assets invested in ETFs incur a layering of expenses, including operating costs and advisory fees that Series shareholders indirectly bear; such expenses may exceed the expenses the Series would incur if it invested directly in the underlying portfolio of securities the ETF is designed to track. Shares of ETFs trade on a securities exchange and may trade at, above, or below their net asset value.
Foreign Investing
Investing in securities of non-U.S. companies involves special risks and considerations not typically associated with investing in U.S. companies, and the values of non-U.S. securities may be more volatile than those of U.S. securities. The values of non-U.S. securities are subject to economic and political developments in countries and regions where the issuers operate or are domiciled, or where the securities are traded, such as changes in economic or monetary policies, and to changes in currency exchange rates. Values may also be affected by restrictions on receiving the investment proceeds from a non-U.S. country.
In general, less information is publicly available about non-U.S. companies than about U.S. companies. Non-U.S. companies are generally not subject to the same accounting, auditing and financial reporting standards as are U.S. companies. Certain foreign issuers classified as passive foreign investment companies may be subject to additional taxation risk.
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Currency Rate Risk. Because the foreign securities in which the Series invests generally trade in currencies other than the U.S. dollar, changes in currency exchange rates will affect the Series net asset value, the value of dividends and interest earned, and gains and losses realized on the sale of securities. Because the value of the Series shares is calculated in U.S. dollars, it is possible for the Series to lose money by investing in a foreign security if the local currency of a foreign market depreciates against the U.S. dollar, even if the local currency value of the Series |
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holdings goes up. Generally, a strong U.S. dollar relative to such other currencies will adversely affect the value of the Series holdings in foreign securities. |
Illiquid and Restricted Securities
Certain securities in which the Series invests may be difficult to sell at the time and price beneficial to the Series, for example due to low trading volumes or legal restrictions. When there is no willing buyer or a security cannot be readily sold, the Series may have to sell at a lower price or may be unable to sell the security at all. The sale of such securities may also require the Series to incur expenses in addition to those normally associated with the sale of a security.
Leverage
When the Series makes investments in futures contracts, forward contracts, swaps and other derivative instruments, the futures contracts, forward contracts, swaps and certain other derivatives provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. When the Series uses leverage through activities such as borrowing, entering into short sales, purchasing securities on margin or on a when-issued basis, or purchasing derivative instruments in an effort to increase its returns, the Series has the risk of magnified capital losses that occur when losses affect an asset base, enlarged by borrowings or the creation of liabilities, that exceeds the net assets of the Series. The value of the shares of the Series when it employs leverage will be more volatile and sensitive to market movements. Leverage may also involve the creation of a liability that requires the Series to pay interest.
Securities Lending
The Series may loan portfolio securities with a value up to one-third of its total assets to increase its investment returns. If the borrower is unwilling or unable to return the borrowed securities when due, the Series can suffer losses. In addition, there is a risk of delay in receiving additional collateral or in the recovery of the securities, and a risk of loss of rights in the collateral, in the event that the borrower fails financially. There is also a risk that the value of the investment of the collateral could decline, causing a loss to the Series.
Short-Term Investments
The Series may invest in short-term investments, which may include money market instruments, repurchase agreements, certificates of deposit, bankers acceptances and other short-term instruments that are not U.S. Government securities. These securities generally present less risk than many other investments, but they are generally subject to credit risk and may be subject to other risks as well.
The Trust, on behalf of each series of the Trust, including Class A Shares of the Small-Cap Value Series, has adopted a plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the Distribution Plan). Pursuant to the Distribution Plan, the Trust has entered into a Distribution Agreement relating to the Distribution Plan with VP Distributors, LLC (the Distributor) located at 100 Pearl Street, Hartford, CT 06103. The Distributor is an affiliate of the adviser, and serves as principal underwriter for the Trust. The Distribution Plan permits the use of Series assets to help finance the distribution of the shares of the Series.
Under the Distribution Plan, the Trust, on behalf of each Series, is permitted to pay to the Distributor (who may in turn pay other service providers) up to a total of 0.25% of the average daily net assets of Class A of the Series, as payment for services rendered in connection with the distribution of shares. Because these fees are paid out of Series assets on an ongoing basis, over time these costs will increase the cost of your investment and may cost you more than other types of sales charges.
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More About the Trust and the Series
Organization of the Trust
The Trust was organized as a Massachusetts business trust on February 18, 1986. It was subsequently reorganized into a Delaware statutory trust on February 14, 2011. The Trust currently consists of nine series of which the Series is one. The Trusts business and affairs are managed by its Board of Trustees.
Shares of Beneficial Interest
Shares (including fractional shares) of the Series have equal rights with regard to voting, redemptions, dividends, distributions and liquidations with respect to the Series. All voting rights of the separate accounts as shareholders are passed through to the variable contract owners. Shareholders of all series of the Trust currently vote on the election of Trustees and other matters. On matters affecting an individual series such as the Series (such as approval of an advisory or subadvisory agreement or a change in fundamental investment policies), a separate vote of that series is required. On matters affecting an individual class (such as approval of matters relating to a Distribution Plan for a particular class of shares), a separate vote of that class is required. The Trust is not required to hold annual shareholder meetings.
Series shares attributable to any insurance company assets and Series shares for which no timely instructions from variable contract owners are received will be voted by the appropriate insurance company in the same proportion as those shares for which instructions are received.
The assets received by the Trust for the issue or sale of shares of the Series, and all income, earnings, profits and proceeds thereof, subject only to the rights of creditors, are allocated to the Series, and constitute the underlying assets of the Series. The underlying assets of the Series are required to be segregated on the books of account, and are to be charged with the expenses of the Series and with a share of the general expenses of the Trust. Any general expenses of the Trust not readily identifiable as belonging to a particular series shall be allocated by or under the direction of the Trustees in such manner as the Trustees determine to be fair and equitable.
Taxes
The Trust intends for the Series to qualify as a regulated investment company (RIC) by satisfying the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code), including requirements with respect to diversification of assets, distribution of income, and sources of income. In general, a series that qualifies as a RIC will be relieved of federal income tax on its net investment income and net capital gains distributed to its shareholders. In addition, the Trust intends for the Series to comply with the investment diversification requirements for variable contracts contained in the Code. Moreover, the Trust intends to distribute sufficient net investment income and net capital gains of the Series to avoid imposition of any federal excise tax.
Accordingly, the Trust intends that, at the close of each quarter of the taxable year, (i) not more than 25% of the market value of the Series total assets will be invested in the securities of a single issuer and (ii) with respect to 50% of the market value of the Series total assets, not more than 5% of the market value of the Series total assets will be invested in the securities of a single issuer and the Series will not own more than 10% of the outstanding voting securities of a single issuer.
Actual and deemed distributions of ordinary income and net capital gains generally are taxable to the Series shareholders, which in this case are the separate accounts. Because the sole shareholders of the Series will be the separate accounts, no discussion is included in this prospectus as to the federal income tax consequences at the shareholder level. For information concerning the federal income tax consequences to purchasers of the variable contracts, please see the variable contract prospectuses.
Disruptive Trading and Market Timing
As an investment vehicle for variable contracts, which are designed as long-term investments, the Series is not appropriate for market timing or other trading strategies that entail rapid or frequent investment and trading. Frequent purchases, redemptions and transfers, transfers into and then out of the Series in a short period of time, and transfers
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of large amounts at one time may be indicative of market timing and otherwise disruptive trading (Disruptive Trading), which can have risks and harmful effects for other investors. These risks and harmful effects include:
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dilution of the interests of long-term investors, if market timers or others transfer into the Series at prices that are below the true value or exchange out of the Series at prices that are higher than the true value; |
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an adverse effect on portfolio management, such as causing the Series to maintain a higher level of cash than would otherwise be the case, or causing the Series to liquidate investments prematurely; and |
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increased brokerage and administrative expenses. |
Because the Series invests primarily in small-cap securities, it may be more susceptible to arbitrage opportunities because of the less liquid nature of small-cap securities.
Funds that invest primarily in international securities may be more susceptible to pricing arbitrage opportunities because of time zone differences between the closing of international and domestic markets. Funds that invest primarily in small and mid-cap securities may be more susceptible to arbitrage opportunities because of the less liquid nature of small and mid-cap securities. In addition, funds that hold significant investments in high yield bonds may also be susceptible to market timing because high yield bonds are often thinly traded so that their market prices may not accurately reflect current market developments. To the extent that the Series invests in these types of securities, it may be more susceptible to the risks of Disruptive Trading.
In order to attempt to protect Trust investors, the Trusts Board of Trustees has adopted market timing policies reasonably designed to discourage Disruptive Trading. The Trust reserves the right to amend these policies at any time without prior notice. Because the record owners of the Series are the insurance companies and not the variable contract owners, the Trust is not ordinarily in a position to monitor for or uncover Disruptive Trading by variable contract owners. Therefore, under the Trusts policies, the Trust delegates to each insurance company the duty to establish and maintain policies and procedures designed to detect, monitor and deter (including, without limitation, by rejecting specific purchase orders) investors (or their agents) whose purchase and redemption activity follows a Disruptive Trading pattern, and to take such other actions as the insurance company may deem necessary to discourage or reduce Disruptive Trading activities. An insurance company may only modify such policies and procedures if it provides reasonable notice to the Trust and the Trusts Chief Compliance Officer. Please see your variable contract prospectus for information relating to applicable restrictions on purchases or transfers through your variable contract.
The Trust may also take certain actions to stop Disruptive Trading, including imposing redemption fees for the Series and ceasing sales of additional shares of the Series to a separate account through which variable contract owners are engaging in Disruptive Trading. Because the Trust reserves discretion in applying these policies, they may not be applied uniformly. In addition, the Trust, as required under SEC regulations, has entered into an agreement with each insurance company under which the insurance companies have agreed to provide the Trust or its designee with information about variable contract owner transactions in the Series upon request. Although the Trust will endeavor to ensure that each insurance company can and does identify and deter Disruptive Trading by its variable contract owners, the Trust cannot control their efforts or guarantee their success at deterrence. In addition, the Trust cannot guarantee that monitoring by the insurance companies and the Trust will be 100% successful in detecting all Disruptive Trading activity. Consequently, there is a risk that some investors could engage in Disruptive Trading while others will bear the effects of their Disruptive Trading activities.
Portfolio Holdings
A description of the Trusts policies and procedures with respect to the disclosure of the Series portfolio securities is available in the SAI.
Shares of the Series are not available to the public directly. You may invest in the Series by buying a variable accumulation annuity contract or a variable universal life insurance policy from an insurance company and directing the allocation of the net purchase payment(s) to the investment option corresponding to the Series. The appropriate
| 10 | Virtus Small-Cap Value Series |
insurance company will, in turn, invest payments in shares of the Series as the investor directs at the net asset value next determined.
The Series offers only Class A Shares.
Sales Charge and Surrender Charges
The Series does not assess any sales charge, either when it sells or when it redeems securities. The sales charges that may be assessed under the variable contracts or policies are described in the variable contract prospectuses, as are other charges.
Determination of Net Asset Value
The net asset value (NAV) per share of the Series is determined as of the close of regular trading of the New York Stock Exchange (NYSE) on days when the NYSE is open for trading. Since the Series does not price securities on weekends or United States national holidays, but foreign markets may be open on these days, the value of any foreign assets of the Series and, therefore, the Series NAV may be significantly affected on days when an investor has no access to the Series. The NAV per share of the Series is determined by adding the values of all securities and other assets of the Series, subtracting liabilities and dividing by the total number of outstanding shares of the Series. Assets and liabilities are determined in accordance with generally accepted accounting principles and applicable rules and regulations of the SEC.
Assets: Equity securities are valued at the official closing price (typically last sale) on the exchange on which the securities are principally traded or, if no closing price is available or there had been no sale that day, at the last bid price. Debt securities are valued on the basis of broker quotations or valuations provided by a pricing service which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Short-term investments having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value. Shares of other investment companies are valued at their respective NAVs. All other securities and assets are valued at their fair value as determined in good faith by or under the direction of the Trustees. Other assets, such as accrued interest, accrued dividends and cash are also included in determining the Series NAV.
A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary exchange for such security by the Trustees or their delegates. Because of the need to obtain prices as of the close of trading on exchanges throughout the world, the calculation of the NAV of the Series may not take place contemporaneously with the determination of the prices of certain portfolio securities of the Series. All assets and liabilities initially expressed in foreign currency values will be converted into United States dollar values using the foreign currency exchange rate of such currencies against United States dollars as last quoted by any recognized dealer. If an event were to occur after the value of an investment was so established but before the NAV per share was determined, which was likely to materially change the NAV, then the instrument would be valued using fair value considerations by the Board or its delegates.
Liabilities: Accrued liabilities for the Series-specific expenses (if any) and other liabilities are deducted from the assets of the Series. Accrued expenses and liabilities that are not Series-specific are allocated among the series of the Trust in proportion to each series net assets except where an alternative allocation can be more appropriately made.
Fair Valuation
If market quotations are not readily available or where available prices are not reliable, the Series determines a fair value for an investment according to rules and procedures approved by the Board. The types of assets for which such pricing might be required include: (i) securities whose trading has been suspended; (ii) securities where the trading market is unusually thin or trades have been infrequent; (iii) debt securities that have recently gone into default and for which there is no current market quotation; (iv) a security whose market price is not available from an independent pricing source and for which otherwise reliable quotes are not available; (v) securities of an issuer that has entered into a restructuring; (vi) a security whose price as provided by any pricing source, does not, in the opinion of the adviser/subadviser, reflect the securitys market value; (vii) foreign securities subject to trading collars for which limited or no trading takes place; and (viii) securities where the market quotations are not readily available as a result of significant
| Virtus Small-Cap Value Series | 11 |
events. This list does not include all situations that may require a security to be fair valued, nor is it intended to be conclusive in determining whether a specific event requires fair valuation.
The value of a portfolio security held by the Series for which market quotations are not readily available shall be determined in good faith and in a manner that assesses the securitys fair value on the valuation date ( i.e. , the amount that the Series might reasonably expect to receive for the security upon its current sale), based on a consideration of all available facts and all available information, including, but not limited to, the following: (i) the fundamental analytical data relating to the investment; (ii) an evaluation of the forces which influence the market in which these securities are purchased and sold ( e.g. , the existence of merger proposals or tender offers that might affect the value of the security); (iii) price quotes from dealers and/or pricing services; (iv) an analysis of the issuers financial statements; (v) trading volumes on markets or exchanges, or among dealers; (vi) recent news about the security or issuer; (vii) changes in interest rates; (viii) information obtained from the issuer, analysts, other financial institutions and/or the appropriate stock exchange (for exchange traded securities); (ix) whether two or more dealers with whom the subadviser regularly effects trades are willing to purchase or sell the security at comparable prices; (x) other news events or relevant matters; and (xi) government (domestic or foreign) actions or pronouncements.
Certain foreign common stocks may be fair valued in cases where closing prices are not readily available or are deemed not reflective of readily available market prices. For example, significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time of closing of the foreign market where the security is principally traded and the time that the Series calculates its NAV (generally, the close of the NYSE) that may impact the value of securities traded in these foreign markets. In such cases, information from an external vendor may be utilized to adjust closing market prices of certain foreign common stocks to reflect their fair value. Because the frequency of significant events is not predictable, fair valuation of certain foreign common stocks may occur on a frequent basis.
The value of a security, as determined using the Series fair valuation procedures, may not reflect such securitys market value.
| 12 | Virtus Small-Cap Value Series |
The financial highlights table provided below is intended to help you understand the Series financial performance for the past five years. Certain information reflects financial results for a single share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Series (assuming reinvestment of all dividends and distributions). These figures do not include the imposition of separate account fees or expenses. If such fees or expenses were reflected, performance would be lower. This information has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm for the Series. Their report and the Series financial statements are included in the Series annual report to shareholders and incorporated by reference in the SAI.
Virtus Small-Cap Value SeriesClass A Shares
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1/1/12
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1/1/11
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1/1/10
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1/1/09
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1/1/08
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Net Asset Value, Beginning of Period |
$ | 11.99 | $ | 12.33 | $ | 10.55 | $ | 8.77 | $ | 14.46 | ||||||||||
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Net Investment Income (Loss) (1) |
0.29 | 0.12 | 0.15 | 0.01 | 0.04 | |||||||||||||||
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Net Realized and Unrealized Gain (Loss) |
0.67 | 0.48 | 1.69 | 1.81 | (5.42 | ) | ||||||||||||||
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Total from Investment Operations |
0.96 | 0.60 | 1.84 | 1.82 | (5.38 | ) | ||||||||||||||
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Dividends from Net Investment Income |
(0.29 | ) | (0.10 | ) | (0.06 | ) | (0.04 | ) | (0.01 | ) | ||||||||||
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Distributions from Net Realized Gains |
| (0.84 | ) | | | (0.30 | ) | |||||||||||||
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Total Distributions |
(0.29 | ) | (0.94 | ) | (0.06 | ) | (0.04 | ) | (0.31 | ) | ||||||||||
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Change in Net Asset Value |
0.67 | (0.34 | ) | 1.78 | 1.78 | (5.69 | ) | |||||||||||||
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Net Asset Value, End of Period |
$ | 12.66 | $ | 11.99 | $ | 12.33 | $ | 10.55 | $ | 8.77 | ||||||||||
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Total Return (2) |
8.13 | % | 4.54 | % | 17.40 | % | 20.90 | % | (37.91 | )% | ||||||||||
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Net Assets, End of Period (in thousands) |
$ | 118,741 | $ | 129,907 | $ | 151,281 | $ | 38,421 | $ | 38,012 | ||||||||||
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Ratio of Net Operating Expenses to Average Net Assets (3) |
1.29 | % (4) | 1.30 | % | 1.30 | % | 1.30 | % | 1.30 | % | ||||||||||
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Ratio of Gross Operating Expenses to Average Net Assets (before waivers and reimbursements) (3) |
1.34 | % | 1.36 | % | 1.41 | % | 1.51 | % | 1.38 | % | ||||||||||
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Ratio of Net Investment Income to Average Net Assets |
2.29 | % | 0.95 | % | 1.34 | % | 0.14 | % | 0.33 | % | ||||||||||
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Portfolio Turnover Rate |
17 | % | 22 | % | 69 | % | 153 | % | 50 | % | ||||||||||
Footnote Legend:
| (1) |
Computed using average shares outstanding. |
| (2) |
The total return does not include the expenses associated with the annuity or life insurance policy through which you invest. |
| (3) |
The Series will also indirectly bear their prorated share of expenses of any underlying funds in which it invests. Such expenses are not included in the calculation of this ratio. |
| (4) |
Blended net expense ratio. For additional information, see Note 3C in the Notes to Financial Statements in the Annual Report. |
| Virtus Small-Cap Value Series | 13 |
100 Pearl Street
Hartford, CT 06103
ADDITIONAL INFORMATION
You can find more information about the Series in the following documents:
Annual and Semiannual Reports
Annual and semiannual reports contain more information about the Series investments. The annual report discusses the market conditions and investment strategies that significantly affected the Series performance during the last fiscal year.
Statement of Additional Information (SAI)
The SAI contains more detailed information about the Series. It is incorporated by reference and is legally part of the prospectus.
To obtain free copies of these documents, you can download copies at virtus.com/our-products/vit , or you can request copies by calling us toll-free at 800-367-5877.
Information about the Series (including the SAI) can be reviewed and copied at the Securities and Exchange Commissions (SEC) Public Reference Room in Washington, DC. For information about the operation of the Public Reference Room, call 202-551-8090. This information is also available on the SECs Internet site at sec.gov. You may also obtain copies upon payment of a duplicating fee by writing the Public Reference Section of the SEC, Washington, DC 20549-6009 or by electronic request at publicinfo@sec.gov.
Virtus Customer Service: 800-367-5877
| Virtus Variable Insurance Trust | 5-13 | |
| Investment Company Act File No. 811-04642 | ||
| 8506 |
VIRTUS VARIABLE INSURANCE TRUST
PROSPECTUS
Virtus Strategic Allocation Series
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The Prospectus describes the Virtus Strategic Allocation Series (the Series), which is available as an underlying investment through a variable life insurance policy or a variable annuity contract (a variable contract). For information about your variable contract, including information about insurance-related expenses, see the prospectus for your variable contract.
The Securities and Exchange Commission has not approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Please carefully consider the investment objectives, risks, charges and expenses of the Series before investing. For this and other information about any Virtus Variable Insurance Trust series, call 800-367-5877 or visit virtus.com for a prospectus. Read it carefully before you invest. |
|
May 1, 2013
Not FDIC Insured No Bank Guarantee May Lose Value |
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Virtus Strategic Allocation Series
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Payments to Insurance Companies and Other Financial Intermediaries |
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Virtus Strategic Allocation Series
The Series has an investment objective of high total return over an extended period of time consistent with prudent investment risk.
The following table describes the fees and expenses you may pay if you buy and hold shares of the Virtus Strategic Allocation Series . The table does not include any fees or sales charges imposed under the variable contracts for which the Series is an investment option. If they were included, your costs would be higher.
| Shareholder Fees (fees paid directly from your investment): | None |
| Annual Series Operating Expenses (expenses that you pay each year as a percentage of the value of your investment.) | Class A | |||
| Management Fees | 0.60% | |||
| Distribution and/or Service (12b-1) Fees | 0.25% | |||
| Other Expenses (1) | 0.19% | |||
| Total Annual Series Operating Expenses | 1.04% | |||
| Less: Expense Reimbursements (2) | (0.06%) | |||
| Net Annual Series Operating Expenses ( 2 ) | 0.98% | |||
| (1) | Restated to reflect current expenses. |
| (2) | The Series investment adviser has contractually agreed to limit the Series total annual operating expenses (excluding interest, taxes, extraordinary expenses, and acquired fund fees and expenses, if any) so that such expenses do not exceed 0.98%, through April 30, 2014. After April 30, 2014, the adviser may discontinue this expense reimbursement arrangement at any time. Under certain conditions, the adviser may recapture operating expenses reimbursed under an expense reimbursement arrangement for a period of three years following the fiscal year in which such reimbursement occurred. |
Example
This example is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Series for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Series total operating expenses remain the same. The example does not reflect variable contract fees and charges, and if it did, the costs shown would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||
| Class A | $100 | $325 | $568 | $1,266 | ||||||||||
Portfolio Turnover
The Series pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in Annual Series Operating Expenses or in the Example, affect the Series performance. During the most recent fiscal year, the Series portfolio turnover rate was 72% of the average value of its portfolio.
Principal Investment Strategies
The adviser and subadvisers will jointly allocate investments of the Series among three market segmentsstock, bond and money market.
The adviser and subadvisers will jointly adjust the mix of investments among the three market segments to capitalize on perceived variations in potential returns as economic and financial conditions change.
The Series may invest 0-100% in any one market segment.
For the Series equity allocation, Euclid Advisors LLC (Euclid) focuses on large-cap U.S. stocks employing a Growth at Reasonable Price philosophy in the security selection process. For the fixed income allocation, Newfleet Asset Management, LLC (Newfleet) employs a sector rotation approach and seeks to adjust the fixed income portion of the Series investment in various sectors and the selections within sectors to obtain higher relative returns.
Investments in the money market segment will be for the purpose of attempting to achieve high current income, the preservation of capital, and liquidity. This segment is managed by Euclid.
| Virtus Strategic Allocation Series | 1 |
The Series may not achieve its objective, and it is not intended to be a complete investment program. The value of the Series investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of the Series investments decreases, you will lose money. Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the Series invests can be worse than expected, and investments may fail to perform as the subadvisers expect. As a result, the value of your shares may decrease. The principal risks of investing in the Series are:
| > |
Credit Risk. The risk that the issuer of a security will fail to pay interest or principal in a timely manner, or that negative perceptions of the issuers ability to make such payments will cause the price of the security to decline. |
| > |
Emerging Market Investing Risk. The risk that prices of emerging markets securities will be more volatile, or will be more greatly affected by negative conditions, than those of their counterparts in more established foreign markets. |
| > |
Equity Securities Risk. The risk that events negatively affecting issuers, industries or financial markets in which the Series invests will impact the value of the stocks held by the Series and thus, the value of the Series shares over short or extended periods. Investments in smaller companies may be more volatile than investments in larger companies. |
| > |
Foreign Investing Risk. The risk that the prices of foreign securities in the Series portfolio will be more volatile than those of domestic securities, or will be negatively affected by economic, political or other developments. |
| > |
High Yield-High Risk Fixed Income Securities (Junk Bonds) Risk. The risk that the issuers of high yield-high risk securities in the Series portfolio will default, that the prices of such securities will be volatile, and that the securities will not be liquid. |
| > |
Interest Rate Risk. The risk that when interest rates rise, the values of the Series debt securities, especially those with longer maturities, will fall. |
| > |
Long-Term Maturities/Durations Risk. The risk of greater price fluctuations than would be associated with securities having shorter maturities or durations. |
| > |
Market Volatility Risk. The risk that the value of the securities in which the Series invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods. |
| > |
Mortgage-Backed and Asset-Backed Securities Risk. The risk that changes in interest rates will cause both extension and prepayment risks for mortgage-backed and asset-backed securities in which the Series invests, or that an impairment of the value of collateral underlying such securities will cause the value of the securities to decrease. |
| > |
U.S. Government Securities Risk. The risk that the U.S. Government securities in the Series portfolio will be subject to price fluctuations, or that an agency or instrumentality will default on an obligation not backed by the full faith and credit of the United States. |
The following bar chart and table provide some indication of the risks of investing in the Series. The bar chart shows changes in the Series performance from year to year over a 10-year period. The table shows how the Series average annual returns compare to those of two broad-based securities market indices (the S&P 500 ® Index and the Barclays U.S. Aggregate Bond Index) and a composite benchmark that reflects a hypothetical asset allocation among market sectors for the Series. The Series past performance is not necessarily an indication of how the Series will perform in the future. The Series returns in the chart and table do not reflect the deduction of any separate account or variable contract charges. The returns would have been less than those shown if such charges were deducted.
| 2 | Virtus Strategic Allocation Series |
Calendar Year Annual Total Returns for Class A Shares
| Best Quarter: 2Q/2009: 13.28% | Worst Quarter: 4Q/2008: -14.29% | Year to date (3/31/13): 5.86% |
| Average Annual Total Returns (for the periods ended 12/31/12) | 1 Year | 5 Years | 10 Years | |||||||
| Class A | 13.42% | 3.97% | 6.64% | |||||||
| S&P 500 ® Index (does not reflect fees or expenses) | 16.00% | 1.66% | 7.10% | |||||||
| Barclays U.S. Aggregate Bond Index (does not reflect fees or expenses) | 4.22% | 5.95% | 5.18% | |||||||
| Composite: 60% S&P 500 ® Index/40% Barclays U.S. Aggregate Bond Index (does not reflect fees or expenses) | 11.31% | 3.81% | 6.62% | |||||||
Updated performance information is available at virtus.com or by calling 800-367-5877.
The Adviser and Subadvisers
Virtus Investment Advisers, Inc. (VIA) is the investment adviser to the Series.
Euclid, an affiliate of VIA, is the subadviser for the equity portion of the Series, and Newfleet, an affiliate of VIA, is the subadviser for the fixed income portion of the Series.
Portfolio Managers
| > |
David L. Albrycht, CFA, President and Chief Investment Officer at Newfleet. Mr. Albrycht has served as a Portfolio Manager of the Series since 2007. |
| > |
David Dickerson, Managing Director at Euclid. Mr. Dickerson has served as a Portfolio Manager of the Series since March 2009. |
| > |
Carlton Neel, Senior Managing Director at Euclid. Mr. Neel has served as a Portfolio Manager of the Series since March 2009. |
Purchase and Sale of Series Shares
The Series does not offer its shares to the general public. The Series currently offers shares only to the separate accounts of participating insurance companies. Virtus Variable Insurance Trust (the Trust), of which the Series is a separate investment portfolio, has entered into an agreement with the insurance company sponsor of each separate account (participation agreement) setting forth the terms and conditions pursuant to which the insurance company will purchase and redeem shares of the Series. For information concerning the purchase of units of the separate accounts, see the variable contract prospectus.
Since the separate accounts are the only shareholders of the Series, no discussion is included herein as to the Federal income tax consequences at the shareholder level. For information concerning the Federal income tax consequences to the purchasers of variable contracts, see the variable contract prospectus which describes the particular separate account and variable contract.
| Virtus Strategic Allocation Series | 3 |
Payments to Insurance Companies and Other Financial Intermediaries
Series shares are generally available only through intermediaries, i.e. , the separate accounts. The Series (and/or its related companies) may pay the insurance companies (and/or their related companies) for distribution and/or other services; some of the payments may, in turn, go to broker-dealers and other financial intermediaries. For example, the Series may make payments for sub-transfer agency services to one or more of the insurance companies. Such payments may create a conflict of interest for an intermediary by influencing the intermediarys investment recommendations, or be a factor in the insurance companys decision to include the Series as an underlying investment option in a variable contract. Ask your salesperson or review your variable contract prospectus for more information.
| 4 | Virtus Strategic Allocation Series |
More About Principal Investment Strategies
The adviser and subadvisers will jointly allocate investments of the Series among three market segmentsstock, bond and money market.
The adviser and subadvisers will jointly adjust the mix of investments among the three market segments to capitalize on perceived variations in potential returns as economic and financial conditions change.
The Series may invest 0-100% in any one market segment.
Euclid employs a Growth at a Reasonable Price (GARP) philosophy in its equity security selection process. Generally, the Series invests in issuers having capitalizations within the range of companies included in the Russell 1000 ® Index; however, the Series may invest in mid- and small-cap issuers as well. Security selection begins with a top-down approach and econometric analysis of each sector. Each sector is then analyzed at the industry level. A fundamental analysis is then conducted within the industries to identify securities that Euclid believes offer superior return opportunity.
For fixed income securities, Newfleet uses a sector-rotation approach. Newfleet seeks to adjust the fixed income portion of the Series investment in various sectors and the selections within sectors to obtain higher relative returns. Newfleet selects those sectors that it believes offer attractive values. Securities within sectors are selected based on general economic and financial conditions and the issuers business, management, cash, assets, earnings and stability. Securities selected for investment are those that Newfleet believes offer the best potential for total return based on risk-to-reward tradeoff. The Series generally invests in highly-rated debt securities, although it may invest up to 10% of its total assets in junk bonds. The Series may invest up to 10% of its fixed income assets in securities of foreign issuers.
Investments in the money market segment will be for the purpose of attempting to achieve high current income, the preservation of capital, and liquidity. This segment is managed by Euclid.
Temporary Defensive Strategy: During periods of adverse market conditions, the Series may take temporary defensive positions that are inconsistent with its principal investment strategies by holding all or part of its assets in cash or short-term money market instruments including obligations of the U.S. Government, high-quality commercial paper, certificates of deposit, bankers acceptances, bank interest-bearing demand accounts, and repurchase agreements secured by U.S. Government securities. When this allocation happens, the Series may not achieve its objective.
Please see More About Principal Risks for information about the risks of investing in the Series.
Debt Securities Risks
Debt securities are subject to various risks, the most prominent of which are credit risk and interest rate risk. These risks can affect a securitys price volatility to varying degrees, depending upon the nature of the instrument. Risks associated with investing in debt securities include the following:
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Call Risk. The risk that issuers will prepay fixed rate obligations when interest rates fall. A Series holding callable securities therefore may be forced to reinvest in obligations with lower interest rates than the original obligations and otherwise may not benefit fully from the increase in value that other fixed income securities experience when rates decline. |
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Credit Risk. The risk that the issuer of a security will fail to pay interest or principal in a timely manner, or that negative perceptions of the issuers ability to make such payments will cause the price of the security to decline. Debt securities rated below investment-grade are especially susceptible to this risk. |
| · |
Income Risk. The income shareholders received from the Series is based primarily on the dividends and interest the Series earns from its investments, which can vary widely over the short- and long-term. If prevailing market interest |
| Virtus Strategic Allocation Series | 5 |
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rates drop, distribution rates of the Series preferred stock holdings and any bond holdings could drop as well. The Series income also would likely be affected adversely when prevailing short-term interest rates increase. |
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Interest Rate Risk. The values of debt securities usually rise and fall in response to changes in interest rates. Declining interest rates generally increase the value of existing debt instruments, and rising interest rates generally decrease the value of existing debt instruments. Changes in a debt instruments value usually will not affect the amount of interest income paid to the Series, but will affect the value of the Series shares. Interest rate risk is generally greater for investments with longer maturities. |
Certain securities pay interest at variable or floating rates. Variable rate securities reset at specified intervals, while floating rate securities reset whenever there is a change in a specified index rate. In most cases, these reset provisions reduce the effect of changes in market interest rates on the value of the security. However, some securities do not track the underlying index directly, but reset based on formulas that can produce an effect similar to leveraging; others may also provide for interest payments that vary inversely with market rates. The market prices of these securities may fluctuate significantly when interest rates change.
Some investments give the issuer the option to call or redeem an investment before its maturity date. If an issuer calls or redeems an investment during a time of declining interest rates, the Series might have to reinvest the proceeds in an investment offering a lower yield, and therefore it might not benefit from any increase in value as a result of declining interest rates.
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Limited Voting Rights. Debt securities typically do not provide any voting rights, except in cases when interest payments have not been made and the issuer is in default. |
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Long-Term Maturities/Duration Risk. The risk that fixed income securities with longer maturities or durations may be subject to greater price fluctuations due to interest rate, tax law, and general market changes than securities with shorter maturities or durations. |
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Redemption Risk. Debt securities sometimes contain provisions that allow for redemption in the event of tax or security law changes, in addition to call features at the option of the issuer. In the event of a redemption, the Series may not be able to reinvest the proceeds at comparable rates of return. |
Equity Securities Risks
Generally, prices of equity securities are more volatile than those of fixed income securities. The prices of equity securities will rise and fall in response to a number of different factors. In particular, equity securities will respond to events that affect entire financial markets or industries (such as changes in inflation or consumer demand) and to events that affect particular issuers (such as news about the success or failure of a new product). Equity securities also are subject to stock market risk, meaning that stock prices in general may decline over short or extended periods of time. When the value of the stocks held by the Series goes down, the value of the Series shares will be affected.
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Large Market Capitalization Companies Risk. The value of investments in larger companies may not rise as much as smaller companies, or larger companies may be unable to respond quickly to competitive challenges, such as changes in technology and consumer tastes. |
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Small and Medium Market Capitalization Companies Risk. Small and medium-sized companies often have narrower markets, fewer products or services to offer, and more limited managerial and financial resources than larger, more established companies. As a result, the performance of small and medium-sized companies may be more volatile, and they may face a greater risk of business failure, which could increase the volatility and risk of loss to the Series. |
Foreign Investing Risk
Investing in securities of non-U.S. companies involves special risks and considerations not typically associated with investing in U.S. companies, and the values of non-U.S. securities may be more volatile than those of U.S. securities. The values of non-U.S. securities are subject to economic and political developments in countries and regions where the issuers operate or are domiciled, or where the securities are traded, such as changes in economic or monetary
| 6 | Virtus Strategic Allocation Series |
policies, and to changes in currency exchange rates. Values may also be affected by restrictions on receiving the investment proceeds from a non-U.S. country.
In general, less information is publicly available about non-U.S. companies than about U.S. companies. Non-U.S. companies are generally not subject to the same accounting, auditing and financial reporting standards as are U.S. companies. Certain foreign issuers classified as passive foreign investment companies may be subject to additional taxation risk.
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Currency Rate Risk. Because the foreign securities in which the Series invests generally trade in currencies other than the U.S. dollar, changes in currency exchange rates will affect the Series net asset value, the value of dividends and interest earned, and gains and losses realized on the sale of securities. Because the value of the Series shares is calculated in U.S. dollars, it is possible for the Series to lose money by investing in a foreign security if the local currency of a foreign market depreciates against the U.S. dollar, even if the local currency value of the Series holdings goes up. Generally, a strong U.S. dollar relative to such other currencies will adversely affect the value of the Series holdings in foreign securities. |
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Emerging Market Investing Risk. The risks of foreign investments are generally greater in countries whose markets are still developing than they are in more developed markets. Emerging market countries typically have economic and political systems that are less fully developed, and can be expected to be less stable than those of more developed countries. For example, the economies of such countries can be subject to rapid and unpredictable rates of inflation or deflation. Since these markets are often small, they may be more likely to suffer sharp and frequent price changes or long-term price depression because of adverse publicity, investor perceptions or the actions of a few large investors. They may also have policies that restrict investment by foreigners, or that prevent foreign investors from withdrawing their money at will. Certain emerging markets may also face other significant internal or external risks, including the risk of war and civil unrest. For all of these reasons, investments in emerging markets may be considered speculative. |
To the extent that the Series invests a significant portion of its assets in a particular country or region, the Series will be more vulnerable to financial, economic, political and other developments affecting the fiscal stability of that country or region, and conditions that negatively impact that country or region will have a greater impact on the Series as compared with the Series that does not have its holdings concentrated in a particular country or region.
High Yield-High Risk Fixed Income Securities (Junk Bonds) Risk
Securities rated BB or below by S&P or Ba or below by Moodys are known as high yield securities and are commonly referred to as junk bonds. Such securities entail greater price volatility and credit and interest rate risk than investment grade securities. Analysis of the creditworthiness of high yield-high risk issuers is more complex than for higher-rated securities, making it more difficult for the subadviser to accurately predict risk. There is a greater risk with high yield-high risk fixed income securities that an issuer will not be able to make principal and interest payments when due. If the Series pursues missed payments, there is a risk that Series expenses could increase. In addition, lower-rated securities may not trade as often and may be less liquid than higher-rated securities, especially during periods of economic uncertainty or change. As a result of all of these factors, these bonds are generally considered to be speculative.
Market Volatility Risk
The value of the securities in which the Series invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods.
Instability in the financial markets has exposed the Series to greater market and liquidity risk and potential difficulty in valuing portfolio instruments that it holds. In response to financial markets that experienced extreme volatility, and in some cases a lack of liquidity, the U.S. Government has taken a number of unprecedented actions, including acquiring distressed assets from financial institutions and acquiring ownership interests in those institutions. The implications of government ownership and disposition of these assets are unclear. Additional legislation or government regulation may also change the way in which funds themselves are regulated, which could limit or preclude the Series ability to achieve its investment objective.
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Mortgage-Backed and Asset-Backed Securities Risk
Mortgage-backed securities represent interests in pools of residential mortgage loans purchased from individual lenders by a federal agency or originated and issued by private lenders. Asset-backed securities represent interests in pools of underlying assets such as motor vehicle installment sales or installment loan contracts, leases of various types of real and personal property, and receivables from credit card agreements. These two types of securities share many of the same risks.
The impairment of the value of collateral or other assets underlying a mortgage-backed or asset-backed security, such as that resulting from non-payment of loans, may result in a reduction in the value of such security and losses to the Series.
Early payoffs in the loans underlying such securities may result in the Series receiving less income than originally anticipated. The variability in prepayments will tend to limit price gains when interest rates drop and exaggerate price declines when interest rates rise. In the event of high prepayments, the Series may be required to invest proceeds at lower interest rates, causing the Series to earn less than if the prepayments had not occurred. Conversely, rising interest rates may cause prepayments to occur at a slower than expected rate, which may effectively change a security which was considered short- or intermediate-term into a long-term security. Long-term securities tend to fluctuate in value more widely in response to changes in interest rates than shorter-term securities.
U.S. Government Securities Risk
Obligations issued or guaranteed by the U.S. Government, its agencies, authorities and instrumentalities and backed by the full faith and credit of the United States only guarantee principal and interest will be timely paid to holders of the securities. The entities do not guarantee that the value of Series shares will increase, and in fact the market values of such obligations may fluctuate. In addition, not all U.S. Government securities are backed by the full faith and credit of the United States; some are the obligation solely of the entity through which they are issued. There is no guarantee that the U.S. Government would provide financial support to its agencies and instrumentalities if not required to do so by law.
The Adviser
VIA has served as the investment adviser to the Series since November 2010. VIA, located at 100 Pearl Street, Hartford, CT 06103, acts as the investment adviser for over 50 mutual funds and as adviser to institutional clients. As of December 31, 2012, VIA had approximately $29.8 billion in assets under management. VIA has acted as an investment adviser for over 80 years and is an indirect wholly-owned subsidiary of Virtus Investment Partners, Inc., a publicly traded multi-manager asset management business.
Pursuant to the Investment Advisory Agreement with the Series and subject to the direction of the Trusts Board of Trustees, VIA is responsible for managing the Series investment program in conformity with the stated policies of the Series as described in this prospectus. VIA, with the approval of the Trusts Board of Trustees, has selected Euclid to serve as subadviser with respect to the equity portion of the Series and Newfleet to serve as subadviser with respect to the fixed income portion of the Series. Euclid and Newfleet perform the day-to-day portfolio management of the Series. Euclid and Newfleet are responsible for deciding which securities to purchase and sell for the Series and for placing the Series transactions.
The Series pays VIA an investment management fee that is accrued daily against the value of the Series net assets at the following annual rate:
| 1 st $250 million | $250+ million through $500 million | Over $500 million | ||
| 0.60% | 0.55% | 0.50% |
For its last fiscal year, the Series paid advisory fees at the rate 0.60% of its average net assets.
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The Trust has entered into an expense limitation agreement with VIA whereby VIA has agreed to reimburse the Series for expenses necessary or appropriate for the operation of the Series (excluding interest, taxes, extraordinary expenses, and acquired fund fees and expenses, if any) to the extent that such expenses exceed 0.98% of the Series average net assets). This expense limitation agreement is in place through April 30, 2014. After April 30, 2014, VIA may discontinue this expense reimbursement arrangement at any time. Under certain conditions, VIA may recapture operating expenses reimbursed under an expense reimbursement arrangement for a period of three years following the fiscal year in which such reimbursement occurred.
VIA serves as a manager of managers of the Series. In this capacity, VIA: (i) sets the Series overall investment strategies; (ii) evaluates, selects, and recommends to the Board one or more subadvisers needed to manage all or part of the assets of the Series; (iii) monitors and evaluates the subadvisers investment programs and results as well as the performance of the subadvisers relative to the applicable benchmark indexes; and (iv) reviews the Series compliance with its investment objectives, policies and restrictions.
The Trust and VIA have each received an exemptive order from the Securities and Exchange Commission (SEC) that permits VIA, subject to certain conditions and without the approval of shareholders to: (a) employ a new unaffiliated subadviser for a Series pursuant to the terms of a new subadvisory agreement, in each case either as a replacement for an exiting subadviser or as an additional subadviser; (b) change the terms of any subadvisory agreement; and (c) continue the employment of an existing subadviser on the same subadvisory agreement terms where an agreement has been assigned because of a change in control of the subadviser. In such circumstances, shareholders would receive notice of such action, including the information concerning the new subadviser that normally is provided in a proxy statement.
The Subadvisers
Euclid, an affiliate of VIA, is a subadviser to the Series (since September 2011) and has offices at 100 Pearl Street, Hartford, CT 06103 and 1540 Broadway, New York, NY 10036. Euclid acts as subadviser to mutual funds. As of December 31, 2012, Euclid had approximately $6 billion in assets under management.
Newfleet, an affiliate of VIA, is a subadviser to the Series (since June 2011) and is located at 100 Pearl Street, Hartford, CT 06103. Newfleet acts as subadviser to mutual funds and as adviser to institutions and individuals. As of December 31, 2012, Newfleet had approximately $10.9 billion in assets under management.
From its investment advisory fee, VIA, and not the Series, pays Euclid for its subadvisory services at the rate of 50% of the net advisory fee applicable to the equity portion of the Series assets, and pays Newfleet for its subadvisory services at the annual rate of 0.23% of the average net fixed income assets of the Series.
Board of Trustees Approval of Investment Advisory and Subadvisory Agreements
The Trusts annual report to shareholders for the year ended December 31, 2012 contains a discussion regarding the basis for the Trusts Board of Trustees approval of the investment advisory and investment subadvisory agreements for the Series.
Portfolio Management
David L. Albrycht, CFA, of Newfleet manages the fixed income investments of the Series (since 2007).
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Mr. Albrycht is President and Chief Investment Officer at Newfleet (since June 2011). Prior to joining Newfleet in 2011, he was Executive Managing Director (2008 to 2011) and Vice President (2005 to 2008), Fixed Income, of Goodwin Capital Advisers, Inc. (Goodwin). Previously, he was associated with VIA, at which time it was an affiliate of Goodwin. He managed fixed income portfolios for Goodwin affiliates since 1991. Mr. Albrycht also manages several fixed income mutual funds as well as two closed-end funds and an exchange-traded fund. |
David Dickerson and Carlton Neel of Euclid manage the equity investments of the Series (since March 2009), and they are jointly and primarily responsible for the day-to-day management of the Series equity investments.
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Mr. Dickerson is Managing Director of Euclid (since September 2011) and Senior Vice President of Zweig Advisers LLC (Zweig). He also serves as a portfolio manager of several open-end and closed-end funds managed by Euclid or Zweig. For the periods from July 2002 until returning to Zweig in April 2003, Mr. Dickerson was a managing |
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director and principal of Shelter Rock Capital Partners, L.P., a market neutral hedge fund. While previously employed by Zweig from 1993 until July 2002, Mr. Dickerson served as senior portfolio manager for a number of the former Phoenix-Zweig mutual funds. |
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Mr. Neel is Senior Managing Director of Euclid (since September 2011) and Senior Vice President of Zweig. He also serves as a portfolio manager of several open-end and closed-end funds managed by Euclid or Zweig. For the period from July 2002 until returning to Zweig in April 2003, Mr. Neel was a managing director and principal of Shelter Rock Capital Partners, L.P., a market neutral hedge fund. While previously employed by Zweig from 1995 until July 2002, Mr. Neel served as senior portfolio manager for a number the former Phoenix-Zweig mutual funds. |
The statement of additional information (SAI) provides additional information about the portfolio managers compensation, other accounts managed by the portfolio managers and the portfolio managers ownership of securities in the Series.
Other Investment Strategies and Risks
Information about the Series principal investment strategies and risks appears in the Fund Summary section and the sections entitled More About Principal Investment Strategies and More About Principal Risks above. The information below describes other investment strategies that the Series may use that are not principal strategies and the risks of those strategies, arranged in alphabetical order. Further descriptions of these investment strategies and practices can be found in the SAI.
The greater an investment in a particular asset class by the Series, the greater the impact to the Series of the risks related to the class.
Convertible Securities
Convertible securities are bonds, debentures, notes, preferred stock, rights, warrants or other securities that may be converted into or exchanged for a prescribed amount of common stock or other security of the same or a different issuer or into cash within a particular period of time at a specified price or formula. A convertible security generally entitles the holder to receive interest paid or accrued on debt securities or the dividend paid on preferred stock until the convertible security matures or is redeemed, converted or exchanged. If a convertible security is called for redemption, the respective Series may have to redeem the security, convert it into common stock or sell it to a third party at a price and time that is not beneficial for the Series. The value of convertible securities tends to decline as interest rates rise and, because of the conversion feature, tends to vary with fluctuations in the market value of the underlying securities. Securities convertible into common stocks may have higher yields than common stocks but lower yields than comparable nonconvertible securities.
Derivatives
The Series may enter into derivative transactions (contracts whose value is derived from the value of an underlying asset, index or rate) including futures, options, non-deliverable forwards, forward foreign currency exchange contracts and swap agreements. The Series may use derivatives to hedge against factors that affect the value of its investments, such as interest rates and foreign currency exchange rates. The Series may also utilize derivatives as part of its overall investment technique to gain or lessen exposure to various securities, markets and currencies.
Derivatives typically involve greater risks than traditional investments. It is generally more difficult to ascertain the risk of, and to properly value, derivative contracts. The prices of derivatives may move in unexpected ways, especially in abnormal market conditions. Derivatives are usually less liquid than traditional securities and are subject to counterparty risk (the risk that the other party to the contract will default or otherwise not be able to perform its contractual obligations). In addition, some derivatives transactions may involve potentially unlimited losses. Derivative contracts entered into for hedging purposes may also subject the Series to losses if the contracts do not correlate with the assets, indexes or rates they were designed to hedge. Gains and losses derived from hedging transactions are, therefore, more dependent upon the subadvisers ability to correctly predict the movement of the underlying asset prices, indexes or rates. The Series use of derivatives may also increase the amount of taxes payable by shareholders or the resources required by the Series or its adviser to comply with particular regulatory requirements.
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Financial Futures and Related Options. The Series may use financial futures contracts and related options for hedging purposes. Futures and options involve market risk in excess of their value and may not be as liquid as other securities. |
Exchange-Traded Funds (ETFs)
The Series may invest in ETFs. ETFs invest in a portfolio of securities designed to track a particular market segment or index. The risks associated with investing in ETFs generally reflect the risks of owning shares of the underlying securities the ETF is designed to track, although lack of liquidity in an ETF could result in its value being more volatile than the underlying portfolio of securities. Assets invested in ETFs incur a layering of expenses, including operating costs and advisory fees that Series shareholders indirectly bear; such expenses may exceed the expenses the Series would incur if it invested directly in the underlying portfolio of securities the ETF is designed to track. Shares of ETFs trade on a securities exchange and may trade at, above, or below their net asset value.
Foreign Currency Transactions
The Series may engage in foreign currency transactions, including foreign currency forward contracts, options, swaps and other similar strategic transactions in connection with its investments in securities of non-U.S. companies. These transactions are designed to hedge the Series exposure to foreign currency risks; however, such investments may not prove successful or may have the effect of limiting gains from favorable market movements.
Illiquid and Restricted Securities
Certain securities in which the Series invests may be difficult to sell at the time and price beneficial to the Series, for example due to low trading volumes or legal restrictions. When there is no willing buyer or a security cannot be readily sold, the Series may have to sell at a lower price or may be unable to sell the security at all. The sale of such securities may also require the Series to incur expenses in addition to those normally associated with the sale of a security.
Leverage
When the Series makes investments in futures contracts, forward contracts, swaps and other derivative instruments, the futures contracts, forward contracts, swaps and certain other derivatives provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. When the Series uses leverage through activities such as borrowing, entering into short sales, purchasing securities on margin or on a when-issued basis, or purchasing derivative instruments in an effort to increase its returns, the Series has the risk of magnified capital losses that occur when losses affect an asset base, enlarged by borrowings or the creation of liabilities, that exceeds the net assets of the Series. The value of the shares of the Series when it employs leverage will be more volatile and sensitive to market movements. Leverage may also involve the creation of a liability that requires the Series to pay interest.
Repurchase Agreements
The Series may invest in repurchase agreements with commercial banks, brokers and dealers considered by the subadviser to be creditworthy. Such agreements subject the Series to the risk of default or insolvency of the counterparty.
Securities Lending
The Series may loan portfolio securities with a value up to one-third of its total assets to increase its investment returns. If the borrower is unwilling or unable to return the borrowed securities when due, the Series can suffer losses. In addition, there is a risk of delay in receiving additional collateral or in the recovery of the securities, and a risk of loss of rights in the collateral, in the event that the borrower fails financially. There is also a risk that the value of the investment of the collateral could decline, causing a loss to the Series.
Short-Term Investments
The Series may invest in short-term investments, which may include money market instruments, repurchase agreements, certificates of deposit, bankers acceptances and other short-term instruments that are not U.S. Government securities. These securities generally present less risk than many other investments, but they are generally subject to credit risk and may be subject to other risks as well.
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Unrated Fixed Income Securities
The Series may invest in unrated fixed income securities. The Series fixed income subadviser has the authority to make determinations regarding the quality of such securities for the purposes of assessing whether they meet the Series investment restrictions. However, analysis of unrated securities is more complex than that of rated securities, making it more difficult for the subadviser to accurately predict risk. Unrated fixed income securities may not be lower in quality than rated securities, but due to their perceived risk they may not have as broad a market as rated securities, making it more difficult to sell unrated securities.
When-Issued and Delayed-Delivery Securities
The Series may purchase securities on a when-issued or delayed-delivery basis. The value of the security on its settlement date may be more or less than the price paid as a result of changes in interest rates and market conditions. If the value of such a security on its settlement date is less than the price paid by the Series, the value of the Series shares may decline.
Zero Coupon, Step Coupon, Deferred Coupon and PIK Bonds
The Series may invest in any combination of zero coupon and step coupon bonds and bonds on which interest is payable in kind (PIK). The market prices of these bonds generally are more volatile than the market prices of securities that pay interest on a regular basis. Since the Series will not receive cash payments earned on these securities on a current basis, the Series may be required to make distributions from other sources. This may result in higher portfolio turnover rates and the sale of securities at a time that is less favorable.
The Trust, on behalf of each series of the Trust, including Class A Shares of the Strategic Allocation Series, has adopted a plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the Distribution Plan). Pursuant to the Distribution Plan, the Trust has entered into a Distribution Agreement relating to the Distribution Plan with VP Distributors, LLC (the Distributor) located at 100 Pearl Street, Hartford, CT 06103. The Distributor is an affiliate of the adviser, and serves as principal underwriter for the Trust. The Distribution Plan permits the use of Series assets to help finance the distribution of the shares of the Series.
Under the Distribution Plan, the Trust, on behalf of each Series, is permitted to pay to the Distributor (who may in turn pay other service providers) up to a total of 0.25% of the average daily net assets of Class A of the Series, as payment for services rendered in connection with the distribution of shares. Because these fees are paid out of Series assets on an ongoing basis, over time these costs will increase the cost of your investment and may cost you more than other types of sales charges.
More About the Trust and the Series
Organization of the Trust
The Trust was organized as a Massachusetts business trust on February 18, 1986. It was subsequently reorganized into a Delaware statutory trust on February 14, 2011. The Trust currently consists of nine series of which the Series is one. The Trusts business and affairs are managed by its Board of Trustees.
Shares of Beneficial Interest
Shares (including fractional shares) of the Series have equal rights with regard to voting, redemptions, dividends, distributions and liquidations with respect to the Series. All voting rights of the separate accounts as shareholders are passed through to the variable contract owners. Shareholders of all series of the Trust currently vote on the election of Trustees and other matters. On matters affecting an individual series such as the Series (such as approval of an advisory or subadvisory agreement or a change in fundamental investment policies), a separate vote of that series is required. On matters affecting an individual class (such as approval of matters relating to a Distribution Plan for a
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particular class of shares), a separate vote of that class is required. The Trust is not required to hold annual shareholder meetings.
Series shares attributable to any insurance company assets and Series shares for which no timely instructions from variable contract owners are received will be voted by the appropriate insurance company in the same proportion as those shares for which instructions are received.
The assets received by the Trust for the issue or sale of shares of the Series, and all income, earnings, profits and proceeds thereof, subject only to the rights of creditors, are allocated to the Series, and constitute the underlying assets of the Series. The underlying assets of the Series are required to be segregated on the books of account, and are to be charged with the expenses of the Series and with a share of the general expenses of the Trust. Any general expenses of the Trust not readily identifiable as belonging to a particular series shall be allocated by or under the direction of the Trustees in such manner as the Trustees determine to be fair and equitable.
Taxes
The Trust intends for the Series to qualify as a regulated investment company (RIC) by satisfying the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code), including requirements with respect to diversification of assets, distribution of income, and sources of income. In general, a series that qualifies as a RIC will be relieved of federal income tax on its net investment income and net capital gains distributed to its shareholders. In addition, the Trust intends for the Series to comply with the investment diversification requirements for variable contracts contained in the Code. Moreover, the Trust intends to distribute sufficient net investment income and net capital gains of the Series to avoid imposition of any federal excise tax.
Accordingly, the Trust intends that, at the close of each quarter of the taxable year, (i) not more than 25% of the market value of the Series total assets will be invested in the securities of a single issuer and (ii) with respect to 50% of the market value of the Series total assets, not more than 5% of the market value of the Series total assets will be invested in the securities of a single issuer and the Series will not own more than 10% of the outstanding voting securities of a single issuer.
Actual and deemed distributions of ordinary income and net capital gains generally are taxable to the Series shareholders, which in this case are the separate accounts. Because the sole shareholders of the Series will be the separate accounts, no discussion is included in this prospectus as to the federal income tax consequences at the shareholder level. For information concerning the federal income tax consequences to purchasers of the variable contracts, please see the variable contract prospectuses.
Disruptive Trading and Market Timing
As an investment vehicle for variable contracts, which are designed as long-term investments, the Series is not appropriate for market timing or other trading strategies that entail rapid or frequent investment and trading. Frequent purchases, redemptions and transfers, transfers into and then out of the Series in a short period of time, and transfers of large amounts at one time may be indicative of market timing and otherwise disruptive trading (Disruptive Trading), which can have risks and harmful effects for other investors. These risks and harmful effects include:
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dilution of the interests of long-term investors, if market timers or others transfer into the Series at prices that are below the true value or exchange out of the Series at prices that are higher than the true value; |
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an adverse effect on portfolio management, such as causing the Series to maintain a higher level of cash than would otherwise be the case, or causing the Series to liquidate investments prematurely; and |
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increased brokerage and administrative expenses. |
Funds that invest primarily in international securities may be more susceptible to pricing arbitrage opportunities because of time zone differences between the closing of international and domestic markets. Funds that invest primarily in small and mid-cap securities may be more susceptible to arbitrage opportunities because of the less liquid nature of small and mid-cap securities. In addition, funds that hold significant investments in high yield bonds may also be susceptible to market timing because high yield bonds are often thinly traded so that their market prices may not
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accurately reflect current market developments. To the extent that the Series invests in these types of securities, it may be more susceptible to the risks of Disruptive Trading.
In order to attempt to protect Trust investors, the Trusts Board of Trustees has adopted market timing policies reasonably designed to discourage Disruptive Trading. The Trust reserves the right to amend these policies at any time without prior notice. Because the record owners of the Series are the insurance companies and not the variable contract owners, the Trust is not ordinarily in a position to monitor for or uncover Disruptive Trading by variable contract owners. Therefore, under the Trusts policies, the Trust delegates to each insurance company the duty to establish and maintain policies and procedures designed to detect, monitor and deter (including, without limitation, by rejecting specific purchase orders) investors (or their agents) whose purchase and redemption activity follows a Disruptive Trading pattern, and to take such other actions as the insurance company may deem necessary to discourage or reduce Disruptive Trading activities. An insurance company may only modify such policies and procedures if it provides reasonable notice to the Trust and the Trusts Chief Compliance Officer. Please see your variable contract prospectus for information relating to applicable restrictions on purchases or transfers through your variable contract.
The Trust may also take certain actions to stop Disruptive Trading, including imposing redemption fees for the Series and ceasing sales of additional shares of the Series to a separate account through which variable contract owners are engaging in Disruptive Trading. Because the Trust reserves discretion in applying these policies, they may not be applied uniformly. In addition, the Trust, as required under SEC regulations, has entered into an agreement with each insurance company under which the insurance companies have agreed to provide the Trust or its designee with information about variable contract owner transactions in the Series upon request.
Although the Trust will endeavor to ensure that each insurance company can and does identify and deter Disruptive Trading by its variable contract owners, the Trust cannot control their efforts or guarantee their success at deterrence. In addition, the Trust cannot guarantee that monitoring by the insurance companies and the Trust will be 100% successful in detecting all Disruptive Trading activity. Consequently, there is a risk that some investors could engage in Disruptive Trading while others will bear the effects of their Disruptive Trading activities.
Portfolio Holdings
A description of the Trusts policies and procedures with respect to the disclosure of the Series portfolio securities is available in the SAI.
Shares of the Series are not available to the public directly. You may invest in the Series by buying a variable accumulation annuity contract or a variable universal life insurance policy from an insurance company and directing the allocation of the net purchase payment(s) to the investment option corresponding to the Series. The appropriate insurance company will, in turn, invest payments in shares of the Series as the investor directs at the net asset value next determined.
The Series offers only Class A Shares.
Sales Charge and Surrender Charges
The Series does not assess any sales charge, either when it sells or when it redeems securities. The sales charges that may be assessed under the variable contracts or policies are described in the variable contract prospectuses, as are other charges.
Determination of Net Asset Value
The net asset value (NAV) per share of the Series is determined as of the close of regular trading of the New York Stock Exchange (NYSE) on days when the NYSE is open for trading. Since the Series does not price securities on weekends or United States national holidays, but foreign markets may be open on these days, the value of any foreign assets of the Series and, therefore, the Series NAV may be significantly affected on days when an investor has no access to the Series. The NAV per share of the Series is determined by adding the values of all securities and other
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assets of the Series, subtracting liabilities and dividing by the total number of outstanding shares of the Series. Assets and liabilities are determined in accordance with generally accepted accounting principles and applicable rules and regulations of the SEC.
Assets: Equity securities are valued at the official closing price (typically last sale) on the exchange on which the securities are principally traded or, if no closing price is available or there had been no sale that day, at the last bid price. Debt securities are valued on the basis of broker quotations or valuations provided by a pricing service which utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities in determining value. Short-term investments having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value. Shares of other investment companies are valued at their respective NAVs. All other securities and assets are valued at their fair value as determined in good faith by or under the direction of the Trustees. Other assets, such as accrued interest, accrued dividends and cash are also included in determining the Series NAV.
A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary exchange for such security by the Trustees or their delegates. Because of the need to obtain prices as of the close of trading on exchanges throughout the world, the calculation of the NAV of the Series may not take place contemporaneously with the determination of the prices of certain portfolio securities of the Series. All assets and liabilities initially expressed in foreign currency values will be converted into United States dollar values using the foreign currency exchange rate of such currencies against United States dollars as last quoted by any recognized dealer. If an event were to occur after the value of an investment was so established but before the NAV per share was determined, which was likely to materially change the NAV, then the instrument would be valued using fair value considerations by the Board or its delegates.
Liabilities: Accrued liabilities for the Series-specific expenses (if any) and other liabilities are deducted from the assets of the Series. Accrued expenses and liabilities that are not Series-specific are allocated among the series of the Trust in proportion to each series net assets except where an alternative allocation can be more appropriately made.
Fair Valuation
If market quotations are not readily available or where available prices are not reliable, the Series determines a fair value for an investment according to rules and procedures approved by the Board. The types of assets for which such pricing might be required include: (i) securities whose trading has been suspended; (ii) securities where the trading market is unusually thin or trades have been infrequent; (iii) debt securities that have recently gone into default and for which there is no current market quotation; (iv) a security whose market price is not available from an independent pricing source and for which otherwise reliable quotes are not available; (v) securities of an issuer that has entered into a restructuring; (vi) a security whose price as provided by any pricing source, does not, in the opinion of the adviser/subadviser, reflect the securitys market value; (vii) foreign securities subject to trading collars for which limited or no trading takes place; and (viii) securities where the market quotations are not readily available as a result of significant events. This list does not include all situations that may require a security to be fair valued, nor is it intended to be conclusive in determining whether a specific event requires fair valuation.
The value of a portfolio security held by the Series for which market quotations are not readily available shall be determined in good faith and in a manner that assesses the securitys fair value on the valuation date ( i.e. , the amount that the Series might reasonably expect to receive for the security upon its current sale), based on a consideration of all available facts and all available information, including, but not limited to, the following: (i) the fundamental analytical data relating to the investment; (ii) an evaluation of the forces which influence the market in which these securities are purchased and sold ( e.g. , the existence of merger proposals or tender offers that might affect the value of the security); (iii) price quotes from dealers and/or pricing services; (iv) an analysis of the issuers financial statements; (v) trading volumes on markets or exchanges, or among dealers; (vi) recent news about the security or issuer; (vii) changes in interest rates; (viii) information obtained from the issuer, analysts, other financial institutions and/or the appropriate stock exchange (for exchange traded securities); (ix) whether two or more dealers with whom the subadviser regularly effects trades are willing to purchase or sell the security at comparable prices; (x) other news events or relevant matters; and (xi) government (domestic or foreign) actions or pronouncements.
| Virtus Strategic Allocation Series | 15 |
Certain foreign common stocks may be fair valued in cases where closing prices are not readily available or are deemed not reflective of readily available market prices. For example, significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time of closing of the foreign market where the security is principally traded and the time that the Series calculates its NAV (generally, the close of the NYSE) that may impact the value of securities traded in these foreign markets. In such cases, information from an external vendor may be utilized to adjust closing market prices of certain foreign common stocks to reflect their fair value. Because the frequency of significant events is not predictable, fair valuation of certain foreign common stocks may occur on a frequent basis.
The value of a security, as determined using the Series fair valuation procedures, may not reflect such securitys market value.
| 16 | Virtus Strategic Allocation Series |
The financial highlights table provided below is intended to help you understand the Series financial performance for the past five years. Certain information reflects financial results for a single share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Series (assuming reinvestment of all dividends and distributions). These figures do not include the imposition of separate account fees or expenses. If such fees or expenses were reflected, performance would be lower. This information has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm for the Series. Their report and the Series financial statements are included in the Series annual report to shareholders and incorporated by reference in the SAI.
Virtus Strategic Allocation SeriesClass A Shares
|
01/01/12
|
01/01/11
|
01/01/10
|
01/01/09
|
01/01/08
|
||||||||||||||||
|
Net Asset Value, Beginning of Period |
$ | 12.17 | $ | 12.22 | $ | 11.11 | $ | 9.25 | $ | 12.95 | ||||||||||
|
Net Investment Income (Loss) (1) |
0.29 | 0.30 | 0.30 | 0.29 | 0.37 | |||||||||||||||
|
Net Realized and Unrealized Gain (Loss) |
1.33 | (0.06 | ) | 1.14 | 1.94 | (3.60 | ) | |||||||||||||
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|
|
|
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|
|||||||||||
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Total from Investment Operations |
1.62 | 0.24 | 1.44 | 2.23 | (3.23 | ) | ||||||||||||||
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|
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|||||||||||
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Dividends from Net Investment Income |
(0.31 | ) | (0.29 | ) | (0.33 | ) | (0.37 | ) | (0.35 | ) | ||||||||||
|
Distributions from Net Realized Gains |
| | | | (0.12 | ) | ||||||||||||||
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|||||||||||
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Total Distributions |
(0.31 | ) | (0.29 | ) | (0.33 | ) | (0.37 | ) | (0.47 | ) | ||||||||||
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|||||||||||
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Change in Net Asset Value |
1.31 | (0.05 | ) | 1.11 | 1.86 | (3.70 | ) | |||||||||||||
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Net Asset Value, End of Period |
$ | 13.48 | $ | 12.17 | $ | 12.22 | $ | 11.11 | $ | 9.25 | ||||||||||
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Total Return (2) |
13.42 | % | 1.91 | 13.20 | 24.51 | (25.45 | ) | |||||||||||||
|
Net Assets, End of Period (in thousands) |
$ | 135,046 | $ | 138,124 | $ | 158,322 | $ | 170,247 | $ | 163,271 | ||||||||||
|
Ratio of Net Operating Expenses to Average Net Assets (3) |
0.87 | % (4) | 0.85 | % | 0.85 | % | 0.85 | % | 0.85 | % | ||||||||||
|
Ratio of Gross Operating Expenses to Average Net Assets (before Waivers and Reimbursements) (3) |
1.05 | % | 1.07 | % | 0.96 | % | 0.95 | % | 0.87 | % | ||||||||||
|
Ratio of Net Investment Income to Average Net Assets |
2.18 | % | 2.39 | % | 2.61 | % | 2.98 | % | 3.19 | % | ||||||||||
|
Portfolio Turnover Rate |
72 | % | 43 | % | 42 | % | 89 | % | 50 | % | ||||||||||
Footnote Legend:
| (1) |
Computed using average shares outstanding. |
| (2) |
The total return does not include the expenses associated with the annuity or life insurance policy through which you invest. |
| (3) |
The Series will also indirectly bear their prorated share of expenses of any underlying funds in which it invests. Such expenses are not included in the calculation of this ratio. |
| (4) |
Blended net expense ratio. For additional information, see Note 3C in the Notes to Financial Statements in the Annual Report. |
| Virtus Strategic Allocation Series | 17 |
100 Pearl Street
Hartford, CT 06103
ADDITIONAL INFORMATION
You can find more information about the Series in the following documents:
Annual and Semiannual Reports
Annual and semiannual reports contain more information about the Series investments. The annual report discusses the market conditions and investment strategies that significantly affected the Series performance during the last fiscal year.
Statement of Additional Information (SAI)
The SAI contains more detailed information about the Series. It is incorporated by reference and is legally part of the prospectus.
To obtain free copies of these documents, you can download copies at virtus.com/our-products/vit , or you can request copies by calling us toll-free at 800-367-5877.
Information about the Series (including the SAI) can be reviewed and copied at the Securities and Exchange Commissions (SEC) Public Reference Room in Washington, DC. For information about the operation of the Public Reference Room, call 202-551-8090. This information is also available on the SECs Internet site at sec.gov . You may also obtain copies upon payment of a duplicating fee by writing the Public Reference Section of the SEC, Washington, DC 20549-6009 or by electronic request at publicinfo@sec.gov .
Virtus Customer Service: 800-367-5877
|
Virtus Variable Insurance Trust Investment Company Act File No. 811-04642 8507 |
5-13 |
VIRTUS VARIABLE INSURANCE TRUST
100 Pearl Street
Hartford, CT 06103
STATEMENT OF ADDITIONAL INFORMATION
May 1, 2013
Virtus Variable Insurance Trust is an open-end management investment company issuing shares in 9 separate series (Series), all of which are publicly offered and described herein:
|
FUND |
|
|
| Virtus Capital Growth Series | ||
| Virtus Growth & Income Series | ||
| Virtus International Series | ||
| Virtus Multi-Sector Fixed Income Series | ||
| Virtus Premium AlphaSector SM Series | ||
| Virtus Small-Cap Growth Series | ||
| Virtus Small-Cap Value Series | ||
| Virtus Real Estate Securities Series | ||
| Virtus Strategic Allocation Series |
This Statement of Additional Information relates to the Class A and Class I shares of the Series. This SAI is not a prospectus and it should be read in conjunction with the Prospectuses for the Series as described below and as supplemented from time to time. Each Series Prospectuses are incorporated by reference into this SAI, and the portions of this SAI that relate to each Series have been incorporated by reference into such Series Prospectuses. The portions of this SAI that do not relate to a Series do not form a part of such Series SAI, have not been incorporated by reference into such Series Prospectuses and should not be relied upon by investors in such Series.
The Prospectuses may be obtained by downloading them from virtus.com ; by calling VP Distributors, LLC at 800.367.5877; or by writing to the Distributor at 100 Pearl Street, Hartford, CT 06103.
Capitalized terms used and not defined herein have the same meanings as those used in the Prospectuses.
The audited financial statements for the Series appear in each Series annual report for its most recent fiscal year. The financial statements from the foregoing annual report are incorporated herein by reference. Shareholders may obtain a copy of the Annual Report dated December 31, 2012, without charge, by calling 800.367.5877 or by downloading it from virtus.com .
Virtus Customer Service: 800.367.5877
Web Site: virtus.com
| PAGE | ||||
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More Information About Fund Investment Strategies & Related Risks |
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2
| 1933 Act | The Securities Act of 1933, as amended | |
| 1940 Act | The Investment Company Act of 1940, as amended | |
| AAMI | Aberdeen Asset Management Inc., subadviser to the International Series | |
| ACH | Automated Clearing House, a nationwide electronic money transfer system that provides for the inter-bank clearing of credit and debit transactions and for the exchange of information among participating financial institutions | |
| ADRs | American Depositary Receipts | |
| ADSs | American Depositary Shares | |
| Aberdeen | Aberdeen Asset Management PLC, the parent company of AAMI | |
| Administrator | The Trusts administrative agent, Virtus Fund Services, LLC | |
| Adviser | The investment adviser to the Series, Virtus Investment Advisers, Inc. | |
| BNY Mellon | BNY Mellon Investment Servicing (US) Inc., the sub-administrative and accounting agent for the Series as well as the transfer agent for the Series | |
| CCO | Chief Compliance Officer | |
| CDRs | Continental Depositary Receipts (another name for EDRs) | |
| CDSC | Contingent Deferred Sales Charge | |
| CEA | Commodity Exchange Act, which is the U.S. law governing trading in commodity futures | |
| CFTC | Commodity Futures Trading Commission, which is the U.S. regulator governing trading in commodity futures | |
| Capital Growth Series | Virtus Capital Growth Series | |
| Class | A class of shares of a Series of the Trust discussed in this SAI | |
| Code | The Internal Revenue Code of 1986, as amended, which is the law governing U.S. federal taxes | |
| Custodian | The custodian of the Series assets, JPMorgan Chase Bank, N.A. | |
| Distributor | The principal underwriter of shares of the Series, VP Distributors, LLC | |
| EDRs | European Depositary Receipts (another name for CDRs) | |
| ETFs | Exchange-traded Funds | |
| Duff & Phelps | Duff & Phelps Investment Management Co., subadviser to the Real Estate Securities Series | |
| Euclid | Euclid Advisors LLC, subadviser to the Growth & Income Series, Premium AlphaSector SM Series and Strategic Allocation Series (equity portion) | |
| FHFA | Federal Housing Finance Agency, an independent federal agency that regulates FNMA, FDMC and the twelve Federal Home Loan Banks | |
| FHLMC | Federal Home Loan Mortgage Corporation, also known as Freddie Mac, which is a government-sponsored corporation formerly owned by the twelve Federal Home Loan Banks and now owned entirely by private stockholders | |
3
| FINRA | Financial Industry Regulatory Authority, a self-regulatory organization with authority over registered broker-dealers operating in the United States, including VP Distributors | |
| FNMA | Federal National Mortgage Association, also known as Fannie Mae, which is a government-sponsored corporation owned entirely by private stockholders and subject to general regulation by the Secretary of Housing and Urban Development | |
| F-Squared | F-Squared Institutional Advisors, LLC, subadviser to the Premium AlphaSector SM Series | |
| Fund Complex | The group of funds sponsored by Virtus and managed by VIA, including the Series, the Virtus Mutual Funds and certain other closed-end funds | |
| GDRs | Global Depositary Receipts | |
| GNMA | Government National Mortgage Association, also known as Ginnie Mae, is a wholly-owned United States Government corporation within the Department of Housing and Urban Development | |
| Growth & Income Series | Virtus Growth & Income Series | |
| IMF | International Monetary Fund, an international organization seeking to promote international economic cooperation, international trade, employment and exchange rate stability, among other things | |
| GICs | Guaranteed Investment Contracts | |
| IRA | Individual Retirement Account | |
| IRS | The United States Internal Revenue Service, which is the arm of the U.S. government that administers and enforces the Code | |
| International Series | Virtus International Series | |
| JPMorgan | JPMorgan Chase Bank, N.A. | |
| Kayne | Kayne Anderson Rudnick Investment Management LLC, subadviser to the Capital Growth Series, Small-Cap Growth Series and the Small-Cap Value Series | |
| LIBOR | London Interbank Offering Rate, an interest rate at which banks can borrow funds, in marketable size, from other banks in the London interbank market | |
| Multi-Sector Fixed Income Series | Virtus Multi-Sector Fixed Income Series | |
| Moodys | Moodys Investors Service, Inc. | |
| NAV | Net Asset Value, which is the per-share price of a Series | |
| Newfleet | Newfleet Asset Management, LLC, subadviser to the Multi-Sector Fixed Income Series and Strategic Allocation Series (fixed income portion) | |
| NYSE | New York Stock Exchange | |
| OCC | Options Clearing Corporation, the worlds largest equity derivatives clearing corporation | |
| OECD | Organization for Economic Cooperation and Development, an international organization seeking to promote economic progress and world trade | |
| PERLS | Principal Exchange Rate Linked Securities | |
| Premium AlphaSector SM Series | Virtus Premium AlphaSector SM Series | |
| Prospectuses | The prospectuses for the Series, as amended from time to time | |
4
GENERAL INFORMATION AND HISTORY
The Trust is an open-end management investment company as defined in the 1940 Act. It was formed on February 18, 1986 as a Massachusetts business trust and commenced operations on December 5, 1986. Prior to November 5, 2010, the Trust was named The Phoenix Edge Series Fund. The Trust was reorganized as a Delaware statutory trust on February 14, 2011.
The investment objectives of the Series are listed below. The Series Prospectuses describe the strategies that the Series will employ in seeking to achieve their investment objectives.
| Series | Investment Objective | |
| Capital Growth Series | To provide long-term growth of capital. | |
| Growth & Income Series | To provide capital appreciation and current income. |
5
| Series | Investment Objective | |
| International Series | To provide high total return consistent with reasonable risk. | |
| Multi-Sector Fixed Income Series | To provide long-term total return. | |
| Premium AlphaSector SM Series | To provide long-term capital appreciation. | |
| Real Estate Securities Series | To provide capital appreciation and income with approximately equal emphasis. | |
| Small-Cap Growth Series | To provide long-term capital growth. | |
| Small-Cap Value Series | To provide long-term capital appreciation. | |
| Strategic Allocation Series | To provide high total return over an extended period of time consistent with prudent investment risk. |
The following discussion supplements the disclosure in the Prospectuses.
Capital Stock and Organization of the Trust
The capitalization of the Trust consists solely of an unlimited number of shares of beneficial interest. The Trust currently offers shares in different Series and different Classes of those Series. Holders of shares of a Series have equal rights with regard to voting, redemptions, dividends, distributions, and liquidations with respect to that Series. Shareholders of all Series vote on the election of Trustees. On matters affecting an individual Series (such as approval of an investment advisory agreement or a change in fundamental investment policies) and also on matters affecting an individual class (such as approval of matters relating to the Plan of Distribution for a particular Class of Shares), a separate vote of that Series or Class is required. The Trust does not hold regular meetings of shareholders of the Series. The Board of Trustees will call a meeting of shareholders of a Series when at least 10% of the outstanding shares of that Series so request in writing. If the Board of Trustees fails to call a meeting after being so notified, the shareholders may call the meeting. The Board of Trustees will assist the shareholders by identifying other shareholders or mailing communications, as required under Section 16(c) of the 1940 Act.
Shares are fully paid, nonassessable, redeemable and fully transferable when they are issued. Shares do not have cumulative voting rights, preemptive rights or subscription rights. The assets received by the Trust for the issue or sale of shares of each Series, and any Class thereof and all income, earnings, profits and proceeds thereof, are allocated to such Series and Class, respectively, subject only to the rights of creditors, and constitute the underlying assets of such Series or class. The underlying assets of each Series are required to be segregated on the books of account, and are to be charged with the expenses in respect to such Series and with a share of the general expenses of the Trust. Any general expenses of the Trust not readily identifiable as belonging to a particular Series or Class will be allocated by or under the direction of the Board of Trustees as it determines to be fair and equitable. The Trust is not bound to recognize any transfer of shares of a Series or Class until the transfer is recorded on the Trusts books pursuant to policies and procedures of the Transfer Agent.
As a Delaware statutory trust, the Trusts operations are governed by its Agreement and Declaration of Trust dated February 14, 2011, as amended, and the Delaware Statutory Trust Act. A copy of the Trusts Certificate of Trust, as amended, is on file with the Office of the Secretary of the State of Delaware. Upon the initial purchase of shares, the shareholder agrees to be bound by the Trusts Agreement and Declaration of Trust, as amended. Delaware law provides that Delaware statutory trust shareholders are not personally liable for obligations of the Delaware statutory trust under Delaware law. The Trusts Agreement and Declaration of Trust expressly provides that the Trust has been organized under Delaware law and that the Agreement and Declaration of Trust is to be governed by Delaware law. It is nevertheless possible that a Delaware statutory trust, such as the Trust, might become a party to an action in another state whose courts refused to apply Delaware law, in which case the Trusts shareholders could be subject to personal liability. To guard against this risk, the Agreement and Declaration of Trust (i) contains an express disclaimer of shareholder liability for acts or obligations of the Trust and provides that notice of such disclaimer may be given in each agreement, obligation and instrument entered into or executed by the Trust or its Trustees, (ii) provides for the indemnification out of Trust property of any shareholders held personally liable for any obligations of the Trust or any series of the Trust by reason of a claim or demand relating to such person being or having been a shareholder (as opposed to such persons actions or omissions), and (iii) provides that the Trust shall, upon request, assume the defense of any such claim made against any shareholder for any act or obligation of the Trust and satisfy any judgment thereon. Thus, the risk of a Trust shareholder incurring financial loss beyond his or her investment because of shareholder liability is limited to circumstances in which all of the following factors are present: (1) a court refused to apply Delaware law; (2) the liability arose under tort law or, if not, no contractual limitation of liability was in effect; and (3) the Trust itself
6
would be unable to meet its obligations. In the light of Delaware law, the nature of the Trusts business and the nature of its assets, the risk of personal liability to a Series shareholder is remote.
The Agreement and Declaration of Trust further provides that the Trust shall indemnify each of its Trustees and officers against liabilities and expenses reasonably incurred by them, in connection with, or arising out of, any action, suit or proceeding, threatened against or otherwise involving such Trustee or officer, directly or indirectly, by reason of being or having been a Trustee or officer of the Trust. The Agreement and Declaration of Trust does not authorize the Trust to indemnify any Trustee or officer against any liability to which he or she would otherwise be subject by reason of or for willful misfeasance, bad faith, gross negligence or reckless disregard of such persons duties.
Shares in each Series of the Trust are generally available only as underlying investments in a variable accumulation annuity contract or a variable universal life insurance policy issued by a participating insurance company.
Diversification of Series
Each Series is diversified under the 1940 Act, except for the Virtus Real Estate Securities Series, which is non-diversified. Each diversified Series also intends to diversify its assets to the extent necessary to qualify for tax treatment as a regulated investment company under the Code. (For information regarding qualification under the Code, see Dividends, Distributions and Taxes in this SAI.)
Series Names and Investment Policies
Certain of the Series have names that suggest a focus on a particular type of investment. In accordance with Rule 35d-1 under the 1940 Act, each of those Series states in its Prospectuses that it has adopted a policy that it will, under normal circumstances, invest at least 80% of its assets in investments of the type suggested by its name. For this policy, assets means net assets plus the amount of any borrowings for investment purposes. In addition, in appropriate circumstances, synthetic investments may be included in the 80% basket if they have economic characteristics similar to the other investments included in the basket. A Series policy to invest at least 80% of its assets in such a manner is not a fundamental one, which means that it may be changed without a vote of a majority of the Series outstanding shares as defined in the 1940 Act. However, under Rule 35d-1, shareholders must be given written notice at least 60 days prior to any change by a Series of its 80% investment policy.
Mixed and Shared Funding
Shares of the Trust are not directly offered to the public. Shares of the Trust are currently offered through separate accounts to fund variable accumulation annuity contracts and variable universal life insurance policies issued by participating insurance companies. The interests of variable annuity contract owners and variable life policy owners could diverge based on differences in federal and state regulatory requirements, tax laws, investment management or other unanticipated developments. The Trustees do not foresee any such differences or disadvantages at this time. However, the Trustees intend to monitor for any material conflicts and will determine what action, if any, should be taken in response to such conflicts. If such a conflict should occur, one or more separate accounts may be required to withdraw its investment in the Trust or shares of another fund may be substituted.
Operation of a Fund of Funds
The term fund of funds is typically used to describe mutual funds whose primary investment strategy involves investing in other investment companies, such as ETFs and other mutual funds. Investments in securities of other investment companies, including ETFs, are subject to statutory limitations prescribed in the 1940 Act. Absent an available exemption, a fund may not: (i) acquire more than 3% of the voting securities of any other investment company, (ii) invest more that 5% of its total assets in securities of any one investment company, or (iii) invest more than 10% of its assets in securities of all investment companies. Many ETFs have obtained exemptive relief from the SEC to permit unaffiliated funds to invest in the ETFs shares beyond these statutory limitations, subject to certain conditions. The Series may rely on these exemptive orders to invest in unaffiliated ETFs. In addition to this the Trust has obtained exemptive relief permitting the Series to exceed the limitations with respect to investments in affiliated and unaffiliated funds that are not themselves funds of funds, subject to certain conditions.
Portfolio Turnover
The portfolio turnover rate of each Series is calculated by dividing the lesser of purchases or sales of portfolio securities during the fiscal year by the monthly average of the value of the Series securities (excluding all securities, including options, with maturities at the time of acquisition of one year or less). All long-term securities,
7
including long-term U.S. Government securities, are included. A high rate of portfolio turnover generally involves correspondingly greater brokerage commission expenses, which must be borne directly by the Series. Turnover rates may vary greatly from year to year as well as within a particular year and also may be affected by cash requirements for redemptions of each Series shares by requirements that enable the Trust to receive certain favorable tax treatments. The portfolio turnover rates for each Series are set forth in the summary prospectus and under Financial Highlights in the statutory prospectus.
Disclosure of Portfolio Holdings
The Trustees of the Trust have adopted policies with respect to the disclosure of the Series portfolio holdings. These policies provide that the Series portfolio holdings information generally may not be disclosed to any party prior to the information becoming public. Certain limited exceptions are described below. Additionally, the Series policies prohibit Virtus and the Series service providers from entering into any agreement to disclose Series portfolio holdings in exchange for any form of compensation or consideration. These policies apply to disclosures to all categories of persons, including individual investors, institutional investors, intermediaries who sell shares of the Series, third parties providing services to the Series (accounting agent, print vendors, etc.), rating and ranking organizations (Lipper, Morningstar, etc.) and affiliated persons of the Series.
The Board of Trustees has delegated to the Trusts Administrator the authority to make decisions regarding requests for information on portfolio holdings prior to public disclosure. The Administrator will authorize the disclosure of portfolio holdings only if it determines such disclosure to be in the best interests of Series shareholders. The Administrator generally carries out this duty through its chief compliance officer, in consultation with other officers representing various areas of management.
The Trusts Compliance Officer is responsible for monitoring the use of portfolio holdings information, for the Series compliance with these policies and for providing reports to the Board of Trustees regarding their compliance, including information with respect to any potential conflicts of interest between the interests of Series shareholders and those of Virtus and its affiliates identified during the reporting period and how such conflicts were resolved.
Public Disclosures
In accordance with rules established by the SEC, each Series sends semiannual and annual reports to shareholders that contain a full listing of portfolio holdings as of the second and fourth fiscal quarters, respectively, within 60 days of quarter end. The Series also disclose complete portfolio holdings as of the end of the first and third fiscal quarters on Form N-Q, which is filed with the SEC within 60 days of quarter end. The Series shareholder reports are available on Virtus Web site at virtus.com . Certain of the Series also make publicly available on Virtus Web site a full listing of portfolio holdings as of the end of each month with a 30-day delay, while other of the Series make such full listings available as of the end of each quarter with a 60-day delay. Additionally, each Series provides its top 10 holdings and summary composition data derived from portfolio holdings information on Virtus Web site. This information is posted to the Web site at the end of each month with respect to the top 10 holdings, and at the end of each quarter with respect to summary composition information, generally within 10 business days. This information will be available on the Web site until full portfolio holdings information becomes publicly available as described above. The Series also provide publicly-available portfolio holdings information directly to ratings agencies, the frequency and timing of which is determined under the terms of the contractual arrangements with such agencies, and may provide to financial intermediaries, upon request, monthly portfolio holdings for periods included in publicly-available quarterly portfolio holdings disclosures.
Other Disclosures
The Administrator may authorize the disclosure of non-public portfolio holdings information under certain limited circumstances. The Series policies provide that non-public disclosures of a Series portfolio holdings may only be made if (i) the Series has a legitimate business purpose for making such disclosure and (ii) the party receiving the non-public information enters into a confidentiality agreement, which includes a duty not to trade on the non-public information. The Administrator will consider any actual or potential conflicts of interest between Virtus and the Series shareholders and will act in the best interest of the Series shareholders with respect to any such disclosure of portfolio holdings information. If a potential conflict can be resolved in a manner that does not present detrimental effects to the Series shareholders, the Administrator may authorize release of portfolio holdings information. Conversely, if the potential conflict cannot be resolved in a manner that does not present detrimental effects to the Series shareholders, the Administrator will not authorize such release.
8
Ongoing Arrangements to Disclose Portfolio Holdings
As previously authorized by the Series Board of Trustees and/or the Series Administrator, the Series periodically disclose non-public portfolio holdings on a confidential basis to various service providers that require such information in order to assist the Series in their day-to-day operations, as well as public information to certain ratings organizations. In addition to Virtus and its affiliates, the entities receiving non-public portfolio holdings as of the date of this SAI are described in the following table. The table also includes information as to the timing of these entities receiving the portfolio holdings information from the Series.
Non-Public Holdings Information
| Type of Service Provider | Name of Service Provider |
Timing of Release of Portfolio Holdings Information |
||
| Adviser | Virtus Investment Advisers, Inc. | Daily, with no delay | ||
| Subadvisers |
Aberdeen Asset Management Inc. Duff & Phelps Investment Management Co. Euclid Advisors, LLC F-Squared Institutional Advisors, LLC Kayne Anderson Rudnick Investment Management LLC Newfleet Asset Management, LLC |
Daily, with no delay Daily, with no delay
Daily, with no delay
|
||
| Administrator | Virtus Fund Services, LLC | Daily, with no delay | ||
| Distributor | VP Distributors, LLC | Daily, with no delay | ||
| Custodian | JPMorgan | Daily, with no delay | ||
| Sub-financial Agent | BNY Mellon | Daily, with no delay | ||
| Independent Registered Public Accounting Firm | PricewaterhouseCoopers LLP |
Annual Reporting Period: within two business days of end of reporting period Semiannual Reporting Period: within 30 business days of end of reporting period |
||
| Typesetting and Printing Firm for Financial Reports | RR Donnelley Financial | Quarterly, within 15 days of end of reporting period | ||
| Proxy Voting Service | Institutional Shareholder Services | Daily, weekly, monthly, quarterly depending on subadviser | ||
| Class Action Provider | Glass Lewis/Battea | Daily, with no delay |
Public Portfolio Holdings Information
| Type of Service Provider | Name of Service Provider |
Timing of Release of Portfolio Holdings Information |
||
| Rating Agencies | Lipper Inc. and Morningstar | Certain funds are monthly, with 30-day delay or quarterly with a 60 day delay after fiscal quarter-end | ||
| Portfolio Redistribution Firms | Bloomberg, Standard & Poors and Thompson Reuters | Certain funds are monthly, with 30-day delay or quarterly with a 60 day delay after fiscal quarter-end |
These service providers are required to keep all non-public information confidential and are prohibited from trading based on the information or otherwise using the information except as necessary in providing services to the Series.
There is no guarantee that the Trusts policies on use and dissemination of holdings information will protect the Series from the potential misuse of holdings by individuals or firms in possession of such information.
9
MORE INFORMATION ABOUT FUND INVESTMENT STRATEGIES & RELATED RISKS
The following investment strategies and policies supplement each Series investment strategies and policies set forth in the Series prospectuses. Some of the investment strategies and policies described below and in each Series prospectus set forth percentage limitations on a Series investment in, or holdings of, certain types of investments. Unless otherwise required by law or stated in this SAI, compliance with these strategies and policies will be determined immediately after the acquisition of such investments by the Series. Subsequent changes in values, net assets, or other circumstances will not be considered when determining whether the investment complies with the Series investment strategies and policies.
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Investment Technique |
Description and Risks | Series-Specific Limitations | ||
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Debt Investing |
Each Series may invest in debt, or fixed income, securities. Debt, or fixed income, securities (which include corporate bonds, commercial paper, debentures, notes, government securities, municipal obligations, state- or state agency-issued obligations, obligations of foreign issuers, asset-or mortgage-backed securities, and other obligations) are used by issuers to borrow money and thus are debt obligations of the issuer. Holders of debt securities are creditors of the issuer, normally ranking ahead of holders of both common and preferred stock as to dividends or upon liquidation. The issuer usually pays a fixed, variable, or floating rate of interest and must repay the amount borrowed at the securitys maturity. Some debt securities, such as zero-coupon securities (discussed below), do not pay interest but are sold at a deep discount from their face value.
Yields on debt securities depend on a variety of factors, including the general conditions of the money, bond, and note markets, the size of a particular offering, the maturity date of the obligation, and the rating of the issue. Debt securities with longer maturities tend to produce higher yields and are generally subject to greater price fluctuations in response to changes in market conditions than obligations with shorter maturities. An increase in interest rates generally will reduce the market value of portfolio debt securities, while a decline in interest rates generally will increase the value of the same securities. The achievement of a Series investment objective depends in part on the continuing ability of the issuers of the debt securities in which the Series invests to meet their obligations for the payment of principal and interest when due. Obligations of issuers of debt securities are subject to the provisions of bankruptcy, insolvency, sovereign immunity, and other laws that affect the rights and remedies of creditors. There is also the possibility that, as a result of litigation or other conditions, the ability of an issuer to pay, when due, the principal of and interest on its debt securities may be materially affected. |
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Convertible Securities |
A convertible security is a bond, debenture, note, or other security that entitles the holder to acquire common stock or other equity securities of the same or a different issuer within a particular period of time at a specific price or formula. It generally entitles the holder to receive interest paid or accrued until the security matures or is redeemed, converted, or exchanged. Convertible securities have several unique investment characteristics such as (1) higher yields than common stocks, but lower yields than comparable nonconvertible securities, (2) a lesser degree of | A Series investments in convertible securities that are rated below investment grade will be limited to 5% of the Series total assets. | ||
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Investment Technique |
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fluctuation in value then the underlying stock since they have fixed income characteristics and (3) the potential for capital appreciation if the market price of the underlying common stock increases.
Before conversion, convertible securities have characteristics similar to nonconvertible debt securities. Convertible securities rank senior to common stock in a corporations capital structure and, therefore, generally entail less risk than the corporations common stock, although the extent to which this is true depends in large measure on the degree to which the convertible security sells above its value as a fixed income security. However, because convertible securities are usually viewed by the issuer as future common stock, they are generally subordinated to other senior securities and therefore are rated one category lower than the issuers non-convertible debt obligations or preferred stock.
A convertible security may be subject to redemption or conversion at the option of the issuer at a predetermined price. If a convertible security held by the Series is called for redemption, the Series could be required to permit the issuer to redeem the security and convert it to the underlying common stock. The Series generally would invest in convertible securities for their favorable price characteristics and total return potential, and would normally not exercise an option to convert. The Series might be more willing to convert such securities to common stock.
A Series subadviser will select only those convertible securities for which it believes (a) the underlying common stock is a suitable investment for the Series and (b) a greater potential for total return exists by purchasing the convertible security because of its higher yield and/or favorable market valuation. However, the Series may invest in convertible debt securities rated less than investment grade. Debt securities rated less than investment grade are commonly referred to as junk bonds. (For information about debt securities rated less than investment grade, see High Yield-High Risk (Junk Bonds) Securities under Debt Investing in this section of the SAI; for additional information about ratings on debt obligations, see Appendix A to this SAI.) |
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Corporate Debt Securities |
Each Series may invest in debt securities issued by corporations, limited partnerships and other similar entities. A Series investments in debt securities of domestic or foreign corporate issuers include bonds, debentures, notes and other similar corporate debt instruments, including convertible securities that meet the Series minimum ratings criteria or if unrated are, in the Series subadvisers opinion, comparable in quality to corporate debt securities that meet those criteria. The rate of return or return of principal on some debt obligations may be linked or indexed to the level of exchange rates between the U.S. dollar and a foreign currency or currencies or to the value of commodities, such as gold. | |||
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Investment Technique |
Description and Risks | Series-Specific Limitations | ||
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Dollar- denominated Foreign Debt Securities (Yankee Bonds) |
Each Series may invest in Yankee bonds, which are dollar-denominated instruments issued in the U.S. market by foreign branches of U.S. banks and U.S. branches of foreign banks. Since these instruments are dollar-denominated, they are not affected by variations in currency exchange rates. They are influenced primarily by interest rate levels in the United States and by the financial condition of the issuer, or of the issuers foreign parent. However, investing in these instruments may present a greater degree of risk than investing in domestic securities, due to less publicly available information, less securities regulation, war or expropriation. Special considerations may include higher brokerage costs and thinner trading markets. Investments in foreign countries could be affected by other factors including extended settlement periods. (See Foreign Investing in this section of the SAI for additional information about investing in foreign countries.) | |||
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Duration |
Duration is a time measure of a bonds interest-rate sensitivity, based on the weighted average of the time periods over which a bonds cash flows accrue to the bondholder. Time periods are weighted by multiplying by the present value of its cash flow divided by the bonds price. (A bonds cash flows consist of coupon payments and repayment of capital.) A bonds duration will almost always be shorter than its maturity, with the exception of zero-coupon bonds, for which maturity and duration are equal. | |||
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High-Yield, High-Risk Fixed Income Securities |
Investments in securities rated BB or below by S&P or Ba or below by Moodys generally provide greater income (leading to the name high-yield securities) and opportunity for capital appreciation than investments in higher quality securities, but they also typically entail greater price volatility, liquidity, and principal and income risk. These securities are regarded as predominantly speculative as to the issuers continuing ability to meet principal and interest payment obligations. Analysis of the creditworthiness of issuers of lower-quality debt securities may be more complex than for issuers of higher-quality debt securities.
Interest-bearing securities typically experience appreciation when interest rates decline and depreciation when interest rates rise. The market values of low-rated securities tend to reflect individual corporate developments to a greater extent than do higher-rated securities, which react primarily to fluctuations in the general level of interest rates. Low-rated securities also tend to be more sensitive to economic conditions than higher-rated securities. As a result, they generally involve more credit risks than securities in the higher-rated categories. During an economic downturn or a sustained period of rising interest rates, highly leveraged issuers of low-rated securities may experience financial stress and may not have sufficient revenues to meet their payment obligations. The issuers ability to service its debt obligations may also be adversely affected by specific corporate developments, the issuers inability to meet specific projected business forecasts or the unavailability of |
The Multi-Sector Fixed Income Series will limit its investments in below-investment grade securities to no more than 50% of its net assets; the Strategic Allocation Series will limit such investments to no more than 10% of its net assets. | ||
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Investment Technique |
Description and Risks | Series-Specific Limitations | ||
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additional financing. The risk of loss due to default by an issuer of low-rated securities is significantly greater than issuers of higher-rated securities because such securities are generally unsecured and are often subordinated to other creditors. Further, if the issuer of a low-rated security defaulted, the applicable Series might incur additional expenses in seeking recovery. Periods of economic uncertainty and changes would also generally result in increased volatility in the market prices of low-rated securities and thus in the applicable Series NAV.
Low-rated securities typically contain redemption, call or prepayment provisions which permit the issuer of the securities containing such provisions to, at its discretion, redeem the securities. During periods of falling interest rates, issuers of low-rated securities are likely to redeem or prepay the securities and refinance them with debt securities with a lower interest rate. To the extent an issuer is able to refinance the securities or otherwise redeem them, the applicable Series may have to replace the securities with a lower yielding security which would result in lower returns for the Series.
A Series may have difficulty disposing of certain low-rated securities because there may be a thin trading market for such securities. Because not all dealers maintain markets in all low-rated securities, there is no established retail secondary market for many of these securities. The Series anticipate that such securities could be sold only to a limited number of dealers or institutional investors. To the extent a secondary trading market does exist, it is generally not as liquid as the secondary market for higher-rated securities. The lack of a liquid secondary market may have an adverse impact on the market price of the security, and accordingly, the NAV of a particular Series and its ability to dispose of particular securities when necessary to meet its liquidity needs, or in response to a specific economic event, or an event such as a deterioration in the creditworthiness of the issuer. The lack of a liquid secondary market for certain securities may also make it more difficult for the Series to obtain accurate market quotations for purposes of valuing its respective portfolio. Market quotations are generally available on many low-rated issues only from a limited number of dealers and may not necessarily represent firm bids of such dealers or prices for actual sales. During periods of thin trading, the spread between bid and asked prices is likely to increase significantly. In addition, adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the values and liquidity of low-rated securities, especially in a thinly-traded market. If a Series experiences unexpected net redemptions, it may be forced to liquidate a portion of its portfolio securities without regard to their investment merits. Due to the limited liquidity of low-rated securities, the Series may be forced to liquidate these securities at a substantial discount. Any such liquidation would reduce the Series asset base over which expenses could be allocated and could result in a reduced rate of return for the Series. |
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Investment Technique |
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Inverse Floating Rate Obligations |
Certain variable rate securities pay interest at a rate that varies inversely to prevailing short-term interest rates (sometimes referred to as inverse floaters). For example, upon reset the interest rate payable on a security may go down when the underlying index has risen. During periods when short-term interest rates are relatively low as compared to long-term interest rates, the Series may attempt to enhance its yield by purchasing inverse floaters. Certain inverse floaters may have an interest rate reset mechanism that multiplies the effects of changes in the underlying index. While this form of leverage may increase the securitys yield, it may also increase the volatility of the securitys market value.
Similar to other variable and floating rate obligations, effective use of inverse floaters requires skills different from those needed to select most portfolio securities. If movements in interest rates are incorrectly anticipated, a Series holding these instruments could lose money and its NAV could decline. |
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Letters of Credit |
Debt obligations, including municipal obligations, certificates of participation, commercial paper and other short-term obligations, may be backed by an irrevocable letter of credit of a bank that assumes the obligation for payment of principal and interest in the event of default by the issuer. Only banks that, in the opinion of the relevant Series subadviser, are of investment quality comparable to other permitted investments of the Series may be used for Letter of Credit-backed investments. | |||
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Loan and Debt Participations and Assignments |
A loan participation agreement involves the purchase of a share of a loan made by a bank to a company in return for a corresponding share of the borrowers principal and interest payments. Loan participations of the type in which the Series may invest include interests in both secured and unsecured corporate loans. When a Series purchases loan assignments from lenders, it will acquire direct rights against the borrower, but these rights and the Series obligations may differ from, and be more limited than, those held by the assignment lender. The principal credit risk associated with acquiring loan participation and assignment interests is the credit risk associated with the underlying corporate borrower. There is also a risk that there may not be a readily available market for participation loan interests and, in some cases, this could result in the Series disposing of such securities at a substantial discount from face value or holding such securities until maturity.
In the event that a corporate borrower failed to pay its scheduled interest or principal payments on participations held by the Series, the market value of the affected participation would decline, resulting in a loss of value of such investment to the Series. Accordingly, such participations are speculative and may result in the income level and net assets of the Series being reduced. Moreover, loan participation agreements generally limit the right of a |
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Investment Technique |
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participant to resell its interest in the loan to a third party and, as a result, loan participations may be deemed by the Series to be illiquid investments. A Series will invest only in participations with respect to borrowers whose creditworthiness is, or is determined by the Series subadviser to be, substantially equivalent to that of issuers whose senior unsubordinated debt securities are rated B or higher by Moodys or S&P. For the purposes of diversification and/or concentration calculations, both the borrower and issuer will be considered an issuer.
The Series may purchase from banks participation interests in all or part of specific holdings of debt obligations. Each participation interest is backed by an irrevocable letter of credit or guarantee of the selling bank that the relevant Series subadviser has determined meets the prescribed quality standards of the Series. Thus, even if the credit of the issuer of the debt obligation does not meet the quality standards of the Series, the credit of the selling bank will.
Loan participations and assignments may be illiquid and therefore subject to the Series limitations on investments in illiquid securities. (See Illiquid and Restricted Securities in this section of the SAI.) |
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Municipal Securities and Related Investments |
Tax-exempt municipal securities are debt obligations issued by the various states and their subdivisions (e.g., cities, counties, towns, and school districts) to raise funds, generally for various public improvements requiring long-term capital investment. Purposes for which tax-exempt bonds are issued include flood control, airports, bridges and highways, housing, medical facilities, schools, mass transportation and power, water or sewage plants, as well as others. Tax-exempt bonds also are occasionally issued to retire outstanding obligations, to obtain funds for operating expenses or to loan to other public or, in some cases, private sector organizations or to individuals.
Yields on municipal securities are dependent on a variety of factors, including the general conditions of the money market and the municipal bond market, the size of a particular offering, the maturity of the obligations and the rating of the issue. Municipal securities with longer maturities tend to produce higher yields and are generally subject to potentially greater capital appreciation and depreciation than obligations with shorter maturities and lower yields. The market prices of municipal securities usually vary, depending upon available yields. An increase in interest rates will generally reduce the value of portfolio investments, and a decline in interest rates will generally increase the value of portfolio investments. The ability of the Series to achieve its investment objective is also dependent on the continuing ability of the issuers of municipal securities in which the Series invests to meet their obligations for the payment of interest and principal when due. The ratings of Moodys and S&Ps represent their opinions as to the quality of municipal securities which they undertake to rate. Ratings are not absolute standards of |
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Investment Technique |
Description and Risks | Series-Specific Limitations | ||
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quality; consequently, municipal securities with the same maturity, coupon, and rating may have different yields. There are variations in municipal securities, both within a particular classification and between classifications, depending on numerous factors. It should also be pointed out that, unlike other types of investments, municipal securities have traditionally not been subject to regulation by, or registration with, the SEC, although there have been proposals which would provide for such regulation in the future.
The federal bankruptcy statutes relating to the debts of political subdivisions and authorities of states of the United States provide that, in certain circumstances, such subdivisions or authorities may be authorized to initiate bankruptcy proceedings without prior notice to or consent of creditors, which proceedings could result in material and adverse changes in the rights of holders of their obligations.
Lawsuits challenging the validity under state constitutions of present systems of financing public education have been initiated or adjusted in a number of states, and legislation has been introduced to effect changes in public school financing in some states. In other instances there have been lawsuits challenging the issuance of pollution control revenue bonds or the validity of their issuance under state or federal law which could ultimately affect the validity of those municipal securities or the tax-free nature of the interest thereon.
Descriptions of some of the municipal securities and related investment types most commonly acquired by the Series are provided below. In addition to those shown, other types of municipal investments are, or may become, available for investment by the Series. For the purpose of each Series investment restrictions set forth in this SAI, the identification of the issuer of a municipal security which is not a general obligation bond is made by the applicable Series subadviser on the basis of the characteristics of the obligation, the most significant of which is the source of funds for the payment of principal and interest on such security. |
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Municipal Bonds |
Municipal bonds, which meet longer-term capital needs and generally have maturities of more than one year when issued, have two principal classifications: general obligation bonds and revenue bonds. Another type of municipal bond is referred to as an industrial development bond. | |||
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General Obligation Bonds |
Issuers of general obligation bonds include states, counties, cities, towns, and regional districts. The proceeds of these obligations are used to fund a wide range of public projects, including construction or improvement of schools, highways and roads, and water and sewer systems. The basic security behind general obligation bonds is the issuers pledge of its full faith and credit and taxing power for the payment of principal and interest. The taxes that can be levied for the payment of debt service may be limited or unlimited as to the rate or amount of special assessments. | |||
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Investment Technique |
Description and Risks | Series-Specific Limitations | ||
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Industrial Development Bonds |
Industrial development bonds, which are considered municipal bonds if the interest paid is exempt from federal income tax, are issued by or on behalf of public authorities to raise money to finance various privately operated facilities for business and manufacturing, housing, sports arenas and pollution control. These bonds are also used to finance public facilities such as airports, mass transit systems, ports and parking. The payment of the principal and interest on such bonds is dependent solely on the ability of the facilitys user to meet its financial obligations and the pledge, if any, of real and personal property so financed as security for such payment. | |||
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Revenue Bonds |
The principal security for a revenue bond is generally the net revenues derived from a particular facility, group of facilities, or, in some cases, the proceeds of a special excise or other specific revenue source. Revenue bonds are issued to finance a wide variety of capital projects including: electric, gas, water and sewer systems; highways, bridges, and tunnels; port and airport facilities; colleges and universities; and hospitals. Although the principal security behind these bonds may vary, many provide additional security in the form of a debt service reserve fund whose money may be used to make principal and interest payments on the issuers obligations. Housing finance authorities have a wide range of security; including partially or fully insured mortgages, rent subsidized and/or collateralized mortgages, and/or the net revenues from housing or other public projects. Some authorities provide further security in the form of a states ability (without obligation) to make up deficiencies in the debt service reserve fund. | |||
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Municipal Leases |
The Series may acquire participations in lease obligations or installment purchase contract obligations (hereinafter collectively called lease obligations) of municipal authorities or entities. Although lease obligations do not constitute general obligations of the municipality for which the municipalitys taxing power is pledged, a lease obligation may be backed by the municipalitys covenant to budget for, appropriate, and make the payments due under the lease obligation. However, certain lease obligations contain non-appropriation clauses which provide that the municipality has no obligation to make lease or installment purchase payments in future years unless money is appropriated for such purpose on a yearly basis. In addition to the non-appropriation risk, these securities represent a relatively new type of financing that has not yet developed the depth of marketability associated with more conventional bonds. In the case of a non-appropriation lease, the Series ability to recover under the lease in the event of non-appropriation or default will be limited solely to the repossession of the leased property in the event foreclosure might prove difficult. The Series subadviser will evaluate the credit quality of a municipal lease and whether it will be considered liquid. (See Illiquid and Restricted Investments in this section of the SAI for information regarding the implications of these investments being considered illiquid.) | |||
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Investment Technique |
Description and Risks | Series-Specific Limitations | ||
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Municipal Notes |
Municipal notes generally are used to provide for short-term working capital needs and generally have maturities of one year or less. Municipal notes include bond anticipation notes, construction loan notes, revenue anticipation notes and tax anticipation notes. | |||
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Bond Anticipation Notes |
Bond anticipation notes are issued to provide interim financing until long-term financing can be arranged. In most cases, the long-term bonds then provide the money for the repayment of the notes. | |||
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Construction Loan Notes |
Construction loan notes are sold to provide construction financing. After successful completion and acceptance, many projects receive permanent financing through FNMA or GNMA. | |||
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Revenue Anticipation Notes |
Revenue anticipation notes are issued in expectation of receipt of other types of revenue, such as federal revenues available under federal revenue sharing programs. | |||
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Tax Anticipation Notes |
Tax anticipation notes are issued to finance working capital needs of municipalities. Generally, they are issued in anticipation of various seasonal tax revenue, such as income, sales, use and business taxes, and are payable from these specific future taxes. | |||
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Tax-Exempt Commercial Paper |
Tax-exempt commercial paper is a short-term obligation with a stated maturity of 365 days or less. It is issued by state and local governments or their agencies to finance seasonal working capital needs or as short-term financing in anticipation of longer-term financing. | |||
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Participation on Creditors Committees |
While the Series do not invest in securities to exercise control over the securities issuers, each Series may from time to time participate on committees formed by creditors to negotiate with the management of financially troubled issuers of securities held by the Series. Such participation may subject the relevant Series to expenses such as legal fees and may make the Series an insider of the issuer for purposes of the federal securities laws, and therefore may restrict the Series ability to purchase or sell a particular security when it might otherwise desire to do so. Participation by a Series on such committees also may expose the Series to potential liabilities under the federal bankruptcy laws or other laws governing the rights of creditors and debtors. A Series will participate on such committees only when the Series subadviser believes that such participation is necessary or desirable to enforce the Series rights as a creditor or to protect the value of securities held by the Series. | |||
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Payable in Kind (PIK) Bonds |
PIK bonds are obligations which provide that the issuer thereof may, at its option, pay interest on such bonds in cash or in kind, which means in the form of additional debt securities. Such securities benefit the issuer by mitigating its need for cash to meet debt service, but also require a higher rate of return to attract investors who are willing to defer receipt of such cash. The Series will accrue income on such | |||
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Investment Technique |
Description and Risks | Series-Specific Limitations | ||
| investments for tax and accounting purposes, which is distributable to shareholders and which, because no cash is received at the time of accrual, may require the liquidation of other portfolio securities to satisfy the Series distribution obligations. The market prices of PIK bonds generally are more volatile than the market prices of securities that pay interest periodically, and they are likely to respond to changes in interest rates to a greater degree than would otherwise similar bonds on which regular cash payments of interest are being made. | ||||
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Ratings |
The rating or quality of a debt security refers to the issuers creditworthiness, i.e. , its ability to pay principal and interest when due. Higher ratings indicate better credit quality, as rated by independent rating organizations such as Moodys, S&P or Fitch, which publish their ratings on a regular basis. Appendix A provides a description of the various ratings provided for bonds (including convertible bonds), municipal bonds, and commercial paper.
After a Series purchase a debt security, the rating of that security may be reduced below the minimum rating acceptable for purchase by the Series. A subsequent downgrade does not require the sale of the security, but the Series subadviser will consider such an event in determining whether to continue to hold the obligation. To the extent that ratings established by Moodys or S&P may change as a result of changes in such organizations or their rating systems, a Series will invest in securities which are deemed by the Series subadviser to be of comparable quality to securities whose current ratings render them eligible for purchase by the Series.
Credit ratings issued by credit rating agencies evaluate the safety of principal and interest payments of rated securities. They do not, however, evaluate the market-value risk of low-rated securities and therefore may not fully reflect the true risks of an investment. In addition, credit rating agencies may or may not make timely changes in a rating to reflect changes in the economy or in the condition of the issuer that affect the market value of the security. Consequently, credit ratings are used only as a preliminary indicator of investment quality. |
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Sovereign Debt |
Each Series may invest in sovereign debt, which is issued or guaranteed by foreign governments (including countries, provinces and municipalities) or their agencies and instrumentalities. Sovereign debt may trade at a substantial discount from face value. The Series may hold and trade sovereign debt of foreign countries in appropriate circumstances to participate in debt conversion programs. Emerging-market country sovereign debt involves a high degree of risk, is generally lower-quality debt, and is considered speculative in nature due, in part, to the extreme and volatile nature of debt burdens in such countries and because emerging market governments can be relatively unstable. The issuer or governmental authorities that control | |||
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Investment Technique |
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| sovereign-debt repayment (sovereign debtors) may be unable or unwilling to repay principal or interest when due in accordance with the terms of the debt. A sovereign debtors willingness or ability to repay principal and interest due in a timely manner may be affected by, among other factors, its cash-flow situation, the extent of its foreign reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the sovereign debtors policy towards the IMF, and the political constraints to which the sovereign debtor may be subject. Sovereign debtors may also be dependent on expected disbursements from foreign governments, multilateral agencies and others abroad to reduce principal and interest arrearage on their debt. The commitment of these third parties to make such disbursements may be conditioned on the sovereign debtors implementation of economic reforms or economic performance and the timely service of the debtors obligations. The sovereign debtors failure to meet these conditions may cause these third parties to cancel their commitments to provide funds to the sovereign debtor, which may further impair the debtors ability or willingness to timely service its debts. In certain instances, the Series may invest in sovereign debt that is in default as to payments of principal or interest. In the event that the Series hold non-performing sovereign debt, the Series may incur additional expenses in connection with any restructuring of the issuers obligations or in otherwise enforcing their rights thereunder. | ||||
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Brady Bonds |
Each Series may invest a portion of its assets in certain sovereign debt obligations known as Brady Bonds. Brady Bonds are issued under the framework of the Brady Plan, an initiative announced by former U.S. Treasury Secretary Nicholas F. Brady in 1989 as a mechanism for debtor nations to restructure their outstanding external indebtedness. The Brady Plan contemplates, among other things, the debtor nations adoption of certain economic reforms and the exchange of commercial bank debt for newly issued bonds. In restructuring its external debt under the Brady Plan framework, a debtor nation negotiates with its existing bank lenders as well as the World Bank or the IMF. The World Bank or IMF supports the restructuring by providing funds pursuant to loan agreements or other arrangements that enable the debtor nation to collateralize the new Brady Bonds or to replenish reserves used to reduce outstanding bank debt. Under these loan agreements or other arrangements with the World Bank or IMF, debtor nations have been required to agree to implement certain domestic monetary and fiscal reforms. The Brady Plan sets forth only general guiding principles for economic reform and debt reduction, emphasizing that solutions must be negotiated on a case-by-case basis between debtor nations and their creditors.
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| Brady Bonds are often viewed as having three or four valuation components: (i) the collateralized repayment of principal at final maturity; (ii) the collateralized interest payments; (iii) the uncollateralized interest payments; and (iv) any uncollateralized repayment of principal at maturity (these uncollateralized amounts constitute the residual risk). In light of the residual risk of Brady Bonds and, among other factors, the history of defaults with respect to commercial bank loans by public and private entities of countries issuing Brady Bonds, investments in Brady Bonds can be viewed as speculative. | ||||
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Stand-by Commitments |
Each Series may purchase securities together with the right to resell them to the seller or a third party at an agreed-upon price or yield within specified periods prior to their maturity dates. Such a right to resell is commonly known as a stand-by commitment, and the aggregate price which a Series pays for securities with a stand-by commitment may increase the cost, and thereby reduce the yield, of the security. The primary purpose of this practice is to permit the Series to be as fully invested as practicable in municipal securities while preserving the necessary flexibility and liquidity to meet unanticipated redemptions. Stand-by commitments acquired by a Series are valued at zero in determining the Series NAV. Stand-by commitments involve certain expenses and risks, including the inability of the issuer of the commitment to pay for the securities at the time the commitment is exercised, non-marketability of the commitment, and differences between the maturity of the underlying security and the maturity of the commitment. | |||
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Strip Bonds |
Strip bonds are debt securities that are stripped of their interest (usually by a financial intermediary) after the securities are issued. The market value of these securities generally fluctuates more in response to changes in interest rates than interest-paying securities of comparable maturity. | |||
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Tender Option Bonds |
Tender option bonds are relatively long-term bonds that are coupled with the option to tender the securities to a bank, broker-dealer or other financial institution at periodic intervals and receive the face value of the bond. This investment structure is commonly used as a means of enhancing a securitys liquidity. | |||
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Variable and Floating Rate Obligations |
Each Series may purchase securities having a floating or variable rate of interest. These securities pay interest at rates that are adjusted periodically according to a specific formula, usually with reference to some interest rate index or market interest rate (the underlying index). The floating rate tends to decrease the securitys price sensitivity to changes in interest rates. These types of securities are relatively long-term instruments that often carry demand features permitting the holder to demand payment of principal at any time or at specified intervals prior to maturity. Accordingly, as interest rates decrease or increase, the potential for capital appreciation or depreciation is less than for fixed-rate obligations.
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In order to most effectively use these investments, a Series subadviser must correctly assess probable movements in interest rates. This involves different skills than those used to select most portfolio securities. If the Series subadviser incorrectly forecasts such movements, the Series could be adversely affected by the use of variable or floating rate obligations.
The floating and variable rate obligations that the Series may purchase include variable rate demand securities. Variable rate demand securities are variable rate securities that have demand features entitling the purchaser to resell the securities to the issuer at an amount approximately equal to amortized cost or the principal amount thereof plus accrued interest, which may be more or less than the price that the Series paid for them. The interest rate on variable rate demand securities also varies either according to some objective standard, such as an index of short-term, tax-exempt rates, or according to rates set by or on behalf of the issuer.
When a Series purchases a floating or variable rate demand instrument, the Series subadviser will monitor, on an ongoing basis, the ability of the issuer to pay principal and interest on demand. The Series right to obtain payment at par on a demand instrument could be affected by events occurring between the date the Series elects to demand payment and the date payment is due that may affect the ability of the issuer of the instrument to make payment when due, except when such demand instrument permits same day settlement. To facilitate settlement, these same day demand instruments may be held in book entry form at a bank other than the Series custodian subject to a sub-custodian agreement between the bank and the Series custodian.
The floating and variable rate obligations that the Series may purchase also include certificates of participation in such obligations purchased from banks. A certificate of participation gives the Series an undivided interest in the underlying obligations in the proportion that the Series interest bears to the total principal amount of the obligation. Certain certificates of participation may carry a demand feature that would permit the holder to tender them back to the issuer prior to maturity.
The income received on certificates of participation in tax-exempt municipal obligations constitutes interest from tax-exempt obligations.
Each Series will limit its purchases of floating and variable rate obligations to those of the same quality as it otherwise is allowed to purchase. Similar to fixed rate debt instruments, variable and floating rate instruments are subject to changes in value based on changes in prevailing market interest rates or changes in the issuers creditworthiness.
A floating or variable rate instrument may be subject to a Series percentage limitation on illiquid securities if there is no reliable trading market for the instrument or if the Series may not demand payment of the principal amount within seven days. (See Illiquid and Restricted Securities in this section of the SAI.) |
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Zero and Deferred Coupon Debt Securities |
Each Series may invest in debt obligations that do not make any interest payments for a specified period of time prior to maturity (deferred coupon bonds) or until maturity (zero coupon bonds). The nonpayment of interest on a current basis may result from the bonds having no stated interest rate, in which case the bond pays only principal at maturity and is initially issued at a discount from face value. Alternatively, the bond may provide for a stated rate of interest, but provide that such interest is not payable until maturity, in which case the bond may initially be issued at par. The value to the investor of these types of bonds is represented by the economic accretion either of the difference between the purchase price and the nominal principal amount (if no interest is stated to accrue) or of accrued, unpaid interest during the bonds life or payment deferral period.
Because deferred and zero coupon bonds do not make interest payments for a certain period of time, they are generally purchased by a Series at a deep discount and their value fluctuates more in response to interest rate changes than does the value of debt obligations that make current interest payments. The degree of fluctuation with interest rate changes is greater when the deferred period is longer. Therefore, when a Series invests in zero or deferred coupon bonds there is a risk that the value of the Series shares may decline more as a result of an increase in interest rates than would be the case if the Series did not invest in such bonds.
Even though zero and deferred coupon bonds may not pay current interest in cash, each Series is required to accrue interest income on such investments and to distribute such amounts to shareholders. Thus, a Series would not be able to purchase income-producing securities to the extent cash is used to pay such distributions, and, therefore, the Series current income could be less than it otherwise would have been. Instead of using cash, the Series might liquidate investments in order to satisfy these distribution requirements. |
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Derivative Investments |
The Series may invest in various types of derivatives, which may at times result in significant derivative exposure. A derivative is a financial instrument whose performance is derived from the performance of another asset. The Series may invest in derivative instruments including, but not limited to: futures contracts, put options, call options, options on future contracts, options on foreign currencies, swaps, forward contracts, structured investments, and other equity-linked derivatives.
The Series may use derivative instruments for hedging (to offset risks associated with an investment, currency exposure, or market conditions) or for speculative (to seek to enhance returns) purposes. When the Series invests in a derivative for speculative purposes, the Series will be fully exposed to the risks of loss of that derivative, which may sometimes be greater than the derivatives cost. The Series may not use any derivative to gain exposure to an asset or |
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class of assets that it would be prohibited by its investment restrictions from purchasing directly. The Series ability to use derivative instruments may also be limited by tax considerations. (See Dividends, Distributions and Taxes in this SAI.)
Investments in derivatives in general are subject to market risks that may cause their prices to fluctuate over time. Investments in derivatives may not directly correlate with the price movements of the underlying instrument. As a result, the use of derivatives may expose the Series to additional risks that it would not be subject to if it invested directly in the securities underlying those derivatives. The use of derivatives may result in larger losses or smaller gains than otherwise would be the case. |
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Commodity Interests |
Certain of the derivative investment types permitted for the Series may be considered commodity interests for purposes of the CEA and regulations approved by the CFTC. However, each Series intends to limit the use of such investment types as required to qualify for exclusion or exemption from being considered a commodity pool or otherwise as a vehicle for trading in commodity interests under such regulations. As a result, each Series has filed a notice of exclusion under CFTC Regulation 4.5 or exemption under CFTC Regulation 4.13(a)(3).
The CFTC recently adopted amendments to its rules that may affect the Series ability to continue to claim exclusion or exemption from regulation. If a Series use of these techniques would cause the Series to be considered a commodity pool under the CEA, then the Adviser would be subject to registration and regulation as the Series commodity pool operator, and the Series subadviser may be subject to registration and regulation as the Series commodity trading advisor. A Series may incur additional expense as a result of the CFTCs registration and regulation obligations, and the Series use of these techniques and other instruments may be limited or restricted. |
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Credit-linked Notes |
Credit-linked notes are derivative instruments used to transfer credit risk. The performance of the notes is linked to the performance of the underlying reference obligation or reference portfolio (reference entities). The notes are usually issued by a special purpose vehicle that sells credit protection through a credit default swap agreement in return for a premium and an obligation to pay the transaction sponsor should a reference entity experience a credit event, such as bankruptcy. The special purpose vehicle invests the proceeds from the notes to cover its contingent obligation. Revenue from the investments and the money received as premium are used to pay interest to note holders. The main risk of credit linked notes is the risk of default to the reference obligation of the credit default swap. Should a default occur, the special purpose vehicle would have to pay the transaction sponsor, subordinating payments to the note holders. Credit linked notes also may not be liquid and may be subject to currency and interest rate risks as well. | |||
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Eurodollar Instruments |
The Series may invest in Eurodollar instruments. Eurodollar instruments are U.S. dollar-denominated futures contracts or options thereon which are linked to the LIBOR, although foreign currency-denominated instruments are available from time to time. Eurodollar futures contracts enable purchasers to obtain a fixed rate for the lending of funds and sellers to obtain a fixed rate for borrowings. A Series might use Eurodollar futures contracts and options thereon to hedge against changes in LIBOR, to which many interest rate swaps and fixed income instruments are linked. | |||
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Equity-linked Derivatives |
Each Series may invest in equity-linked derivative products designed to replicate the composition and performance of particular indices. Examples of such products include Standard & Poors Depositary Receipts (SPDRs), World Equity Benchmark Series (WEBs), NASDAQ 100 tracking shares (QQQs), Dow Jones Industrial Average Instruments (DIAMONDS) and Optimized Portfolios as Listed Securities (OPALS). Investments in equity-linked derivatives involve the same risks associated with a direct investment in the types of securities included in the indices such products are designed to track. There can be no assurance that the trading price of the equity-linked derivatives will equal the underlying value of the basket of securities purchased to replicate a particular index or that such basket will replicate the index.
Investments in equity-linked derivatives may constitute investments in other investment companies. (See Mutual Fund Investing in this section of the SAI for information regarding the implications of a Series investing in other investment companies.) |
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Foreign Currency Forward Contracts, Futures and Options |
Each Series may engage in certain derivative foreign currency exchange and option transactions involving investment risks and transaction costs to which the Series would not be subject absent the use of these strategies. If a Series subadvisers predictions of movements in the direction of securities prices or currency exchange rates are inaccurate, the adverse consequences to the Series may leave the Series in a worse position than if it had not used such strategies. Risks inherent in the use of option and foreign currency forward and futures contracts include: (1) dependence on the Series subadvisers ability to correctly predict movements in the direction of securities prices and currency exchange rates; (2) imperfect correlation between the price of options and futures contracts and movements in the prices of the securities or currencies being hedged; (3) the fact that the skills needed to use these strategies are different from those needed to select portfolio securities; (4) the possible absence of a liquid secondary market for any particular instrument at any time; and (5) the possible need to defer closing out certain hedged positions to avoid adverse tax consequences. The Series ability to enter into futures contracts is also limited by the requirements of the Code for qualification as a regulated investment company. (See the Dividends, Distributions and Taxes section of this SAI.)
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A Series may engage in currency exchange transactions to protect against uncertainty in the level of future currency exchange rates. In addition, a Series may write covered put and call options on foreign currencies for the purpose of increasing its return.
Generally, a Series may engage in both transaction hedging and position hedging. When it engages in transaction hedging, a Series enters into foreign currency transactions with respect to specific receivables or payables, generally arising in connection with the purchase or sale of portfolio securities. A Series will engage in transaction hedging when it desires to lock in the U.S. dollar price of a security it has agreed to purchase or sell, or the U.S. dollar equivalent of a dividend or interest payment in a foreign currency. By transaction hedging, the Series will attempt to protect itself against a possible loss resulting from an adverse change in the exchange rate between the U.S. dollar and the applicable foreign currency during the period between the date on which the security is purchased or sold, or on which the dividend or interest payment is declared, and the date on which such payments are made or received.
A Series may enter into contracts to purchase or sell foreign currencies at a future date (forward contracts) and purchase and sell foreign currency futures contracts. For transaction hedging purposes, the Series may also purchase exchange-listed and over-the-counter put and call options on foreign currency futures contracts and on foreign currencies. A put option on a futures contract gives the Series the right to assume a short position in the futures contract until the expiration of the option. A put option on a currency gives the Series the right to sell the currency at an exercise price until the expiration of the option. A call option on a futures contract gives the Series the right to assume a long position in the futures contract until the expiration of the option. A call option on a currency gives the Series the right to purchase the currency at the exercise price until the expiration of the option.
When engaging in position hedging, a Series enters into foreign currency exchange transactions to protect against a decline in the values of the foreign currencies in which its portfolio securities are denominated (or an increase in the values of currency for securities which the Series expects to purchase, when the Series holds cash or short-term investments). In connection with position hedging, the Series may purchase put or call options on foreign currency and on foreign currency futures contracts and buy or sell forward contracts and foreign currency futures contracts. (A Series may also purchase or sell foreign currency on a spot basis, as discussed in Foreign Currency Transactions under Foreign Investing in this section of the SAI.)
The precise matching of the amounts of foreign currency exchange transactions and the value of the portfolio securities involved will not generally be possible since the future value of such securities in foreign currencies will |
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change as a consequence of market movements in the value of those securities between the dates the currency exchange transactions are entered into and the dates they mature. It is also impossible to forecast with precision the market value of portfolio securities at the expiration or maturity of a forward or futures contract. Accordingly, it may be necessary for a Series to purchase additional foreign currency on the spot market (and bear the expense of such purchase) if the market value of the security or securities being hedged is less than the amount of foreign currency the Series is obligated to deliver and a decision is made to sell the security or securities and make delivery of the foreign currency. Conversely, it may be necessary to sell on the spot market some of the foreign currency received upon the sale of the portfolio security or securities if the market value of such security or securities exceeds the amount of foreign currency the Series is obligated to deliver.
Transaction and position hedging do not eliminate fluctuations in the underlying prices of the securities which a Series owns or intends to purchase or sell. They simply establish a rate of exchange which one can achieve at some future point in time. Additionally, although these techniques tend to minimize the risk of loss due to a decline in the value of the hedged currency, they also tend to limit any potential gain which might result from the increase in value of such currency.
A Series may seek to increase its return or to offset some of the costs of hedging against fluctuations in currency exchange rates by writing covered put options and covered call options on foreign currencies. In that case, the Series receives a premium from writing a put or call option, which increases the Series current return if the option expires unexercised or is closed out at a net profit. A Series may terminate an option that it has written prior to its expiration by entering into a closing purchase transaction in which it purchases an option having the same terms as the option written.
A Series currency hedging transactions may call for the delivery of one foreign currency in exchange for another foreign currency and may at times not involve currencies in which its portfolio securities are then denominated. A Series subadviser will engage in such cross hedging activities when it believes that such transactions provide significant hedging opportunities for the Series. Cross hedging transactions by a Series involve the risk of imperfect correlation between changes in the values of the currencies to which such transactions relate and changes in the value of the currency or other asset or liability which is the subject of the hedge.
Foreign currency forward contracts, futures and options may be traded on foreign exchanges. Such transactions may not be regulated as effectively as similar transactions in the United States; may not involve a clearing mechanism and related guarantees; and are subject to the risk of governmental actions affecting trading in, or the prices of, foreign securities. The value of such positions also could be |
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adversely affected by (i) other complex foreign political, legal and economic factors, (ii) lesser availability than in the United States of data on which to make trading decisions, (iii) delays in the relevant Series ability to act upon economic events occurring in foreign markets during non-business hours in the United States, (iv) the imposition of different exercise and settlement terms and procedures and margin requirements than in the United States, and (v) lesser trading volume.
The types of derivative foreign currency exchange transactions most commonly employed by the Series are discussed below, although each Series is also permitted to engage in other similar transactions to the extent consistent with the Series investment limitations and restrictions.
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Foreign Currency Forward Contracts |
A foreign currency forward contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days (term) from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are traded directly between currency traders (usually large commercial banks) and their customers.
A Series will specifically designate on its accounting records any asset, including equity securities and non-investment-grade debt so long as the asset is liquid, unencumbered and marked to market daily in an amount not less than the value of the Series total assets committed to forward foreign currency exchange contracts entered into for the purchase of a foreign currency. If the value of the securities specifically designated declines, additional cash or securities will be added so that the specifically designated amount is not less than the amount of the Series commitments with respect to such contracts. |
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Foreign Currency Futures Transactions |
Each Series may use foreign currency futures contracts and options on such futures contracts. Through the purchase or sale of such contracts, a Series may be able to achieve many of the same objectives attainable through the use of foreign currency forward contracts, but more effectively and possibly at a lower cost.
Unlike forward foreign currency exchange contracts, foreign currency futures contracts and options on foreign currency futures contracts are standardized as to amount and delivery period and are traded on boards of trade and commodities exchanges. It is anticipated that such contracts may provide greater liquidity and lower cost than forward foreign currency exchange contracts.
Purchasers and sellers of foreign currency futures contracts are subject to the same risks that apply to the buying and selling of futures generally. In addition, there are risks associated with foreign currency futures contracts similar to those associated with options on foreign currencies. (See Foreign Currency Options and Futures Contracts and Options on Futures Contracts, each in this sub-section of |
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the SAI.) The Series must accept or make delivery of the underlying foreign currency, through banking arrangements, in accordance with any U.S. or foreign restrictions or regulations regarding the maintenance of foreign banking arrangements by U.S. residents and may be required to pay any fees, taxes or charges associated with such delivery which are assessed in the issuing country.
To the extent required to comply with SEC Release No. IC-10666, when entering into a futures contract or an option transaction, a Series will specifically designate on its accounting records any asset, including equity securities and non-investment-grade debt so long as the asset is liquid, unencumbered and marked to market daily equal to the prescribed amount.
Futures contracts are designed by boards of trade which are designated contracts markets by the CFTC. Futures contracts trade on contracts markets in a manner that is similar to the way a stock trades on a stock exchange and the boards of trade, through their clearing corporations, guarantee performance of the contracts. As of the date of this SAI, the Series may invest in futures contracts under specified conditions without being regulated as commodity pools. However, under recently amended CFTC rules the Series ability to maintain the exclusions/exemptions from the definition of commodity pool may be limited. (See Commodity Interests in this section of the SAI.) |
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Foreign Currency Options |
A foreign currency option provides the option buyer with the right to buy or sell a stated amount of foreign currency at the exercise price at a specified date or during the option period. A call option gives its owner the right, but not the obligation, to buy the currency, while a put option gives its owner the right, but not the obligation, to sell the currency. The option seller (writer) is obligated to fulfill the terms of the option sold if it is exercised. However, either seller or buyer may close its position during the option period for such options any time prior to expiration.
A call rises in value if the underlying currency appreciates. Conversely, a put rises in value if the underlying currency depreciates. While purchasing a foreign currency option can protect a Series against an adverse movement in the value of a foreign currency, it does not limit the gain which might result from a favorable movement in the value of such currency. For example, if the Series were holding securities denominated in an appreciating foreign currency and had purchased a foreign currency put to hedge against a decline in the value of the currency, it would not have to exercise its put. Similarly, if the Series had entered into a contract to purchase a security denominated in a foreign currency and had purchased a foreign currency call to hedge against a rise in the value of the currency but instead the currency had depreciated in value between the date of purchase and the settlement date, the Series would not have to exercise its call but could acquire in the spot market the amount of foreign currency needed for settlement.
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The value of a foreign currency option depends upon the value of the underlying currency relative to the U.S. dollar. As a result, the price of the option position may vary with changes in the value of either or both currencies and have no relationship to the investment merits of a foreign security, including foreign securities held in a hedged investment portfolio. Because foreign currency transactions occurring in the interbank market involve substantially larger amounts than those that may be involved in the use of foreign currency options, the Series may be disadvantaged by having to deal in an odd lot market (generally consisting of transactions of less than $1 million) for the underlying foreign currencies at prices that are less favorable than for round lots.
As in the case of other kinds of options, the use of foreign currency options constitutes only a partial hedge, and a Series could be required to purchase or sell foreign currencies at disadvantageous exchange rates, thereby incurring losses. The purchase of an option on a foreign currency may not necessarily constitute an effective hedge against fluctuations in exchange rates and, in the event of rate movements adverse to the Series position, the Series may forfeit the entire amount of the premium plus related transaction costs.
Options on foreign currencies written or purchased by a Series may be traded on U.S. or foreign exchanges or over the counter. There is no systematic reporting of last sale information for foreign currencies traded over the counter or any regulatory requirement that quotations available through dealers or other market sources be firm or revised on a timely basis. Quotation information available is generally representative of very large transactions in the interbank market and thus may not reflect relatively smaller transactions (i.e., less than $1 million) where rates may be less favorable. The interbank market in foreign currencies is a global, around-the-clock market. To the extent that the U.S. options markets are closed while the markets for the underlying currencies remain open, significant price and rate movements may take place in the underlying markets that are not reflected in the options market.
For additional information about options transactions, see Options under Derivative Investments in this section of the SAI. |
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Foreign Currency Warrants |
Foreign currency warrants such as currency exchange warrants are warrants that entitle the holder to receive from the issuer an amount of cash (generally, for warrants issued in the United States, in U.S. dollars) that is calculated pursuant to a predetermined formula and based on the exchange rate between a specified foreign currency and the U.S. dollar as of the exercise date of the warrant. Foreign currency warrants generally are exercisable upon their issuance and expire as of a specified date and time. Foreign currency warrants have been issued in connection with U.S. dollar-denominated debt offerings by major corporate issuers in an attempt to reduce the foreign currency exchange risk | |||
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that, from the point of view of prospective purchasers of the securities, is inherent in the international fixed income marketplace.
Foreign currency warrants may be used to reduce the foreign exchange risk assumed by purchasers of a security by, for example, providing for a supplemental payment in the event the U.S. dollar depreciates against the value of a major foreign currency such as the Japanese Yen or Euro. The formula used to determine the amount payable upon exercise of a foreign currency warrant may make the warrant worthless unless the applicable foreign currency exchange rate moves in a particular direction (e.g., unless the U.S. dollar appreciates or depreciates against the particular foreign currency to which the warrant is linked or indexed).
Foreign currency warrants are severable from the debt obligations with which they may be offered, and may be listed on exchanges. Foreign currency warrants may be exercisable only in certain minimum amounts, and an investor wishing to exercise warrants who possesses less than the minimum number required for exercise may be required either to sell the warrants or to purchase additional warrants, thereby incurring additional transaction costs. Upon exercise of warrants, there may be a delay between the time the holder gives instructions to exercise and the time the exchange rate relating to exercise is determined, thereby affecting both the market and cash settlement values of the warrants being exercised. The expiration date of the warrants may be accelerated if the warrants should be delisted from an exchange or if their trading should be suspended permanently, which would result in the loss of any remaining time value of the warrants (i.e., the difference between the current market value and the exercise value of the warrants), and, if the warrants were out-of-the-money, in a total loss of the purchase price of the warrants.
Warrants are generally unsecured obligations of their issuers and are not standardized foreign currency options issued by the OCC. Unlike foreign currency options issued by OCC, the terms of foreign exchange warrants generally will not be amended in the event of governmental or regulatory actions affecting exchange rates or in the event of the imposition of other regulatory controls affecting the international currency markets. The initial public offering price of foreign currency warrants is generally considerably in excess of the price that a commercial user of foreign currencies might pay in the interbank market for a comparable option involving significantly larger amounts of foreign currencies. Foreign currency warrants are subject to significant foreign exchange risk, including risks arising from complex political or economic factors. |
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Performance Indexed Paper |
Performance indexed paper is U.S. dollar-denominated commercial paper the yield of which is linked to certain foreign exchange rate movements. The yield to the investor on performance indexed paper is established at maturity as a function of spot exchange rates between the U.S. dollar and a designated currency as of or about the time (generally, the index maturity two days prior to maturity). The yield to | |||
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| the investor will be within a range stipulated at the time of purchase of the obligation, generally with a guaranteed minimum rate of return that is below, and a potential maximum rate of return that is above, market yields on U.S. dollar-denominated commercial paper, with both the minimum and maximum rates of return on the investment corresponding to the minimum and maximum values of the spot exchange rate two business days prior to maturity. | ||||
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Principal Exchange Rate Linked Securities (PERLS) |
PERLS are debt obligations the principal on which is payable at maturity in an amount that may vary based on the exchange rate between the U.S. dollar and a particular foreign currency at or about that time. The return on standard principal exchange rate linked securities is enhanced if the foreign currency to which the security is linked appreciates against the U.S. dollar, and is adversely affected by increases in the foreign exchange value of the U.S. dollar, reverse PERLS are like the standard securities, except that their return is enhanced by increases in the value of the U.S. dollar and adversely impacted by increases in the value of foreign currency. Interest payments on the securities are generally made in U.S. dollars at rates that reflect the degree of foreign currency risk assumed or given up by the purchaser of the notes (i.e., at relatively higher interest rates if the purchaser has assumed some of the foreign exchange risk, or relatively lower interest rates if the issuer has assumed some of the foreign exchange risk, based on the expectations of the current market). PERLS may in limited cases be subject to acceleration of maturity (generally, not without the consent of the holders of the securities), which may have an adverse impact on the value of the principal payment to be made at maturity. | |||
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Futures Contracts and Options on Futures Contracts |
Each Series may use interest rate, foreign currency or index futures contracts. An interest rate, foreign currency or index futures contract provides for the future sale by one party and purchase by another party of a specified quantity of a financial instrument, foreign currency or the cash value of an index at a specified price and time. A futures contract on an index is an agreement pursuant to which two parties agree to take or make delivery of an amount of cash equal to the difference between the value of the index at the close of the last trading day of the contract and the price at which the index contract was originally written. Although the value of an index might be a function of the value of certain specified securities, no physical delivery of these securities is made. A public market exists in futures contracts covering several indexes as well as a number of financial instruments and foreign currencies, and it is expected that other futures contracts will be developed and traded in the future. Interest rate futures contracts currently are traded in the United States primarily on the floors of the Chicago Board of Trade and the International Monetary Market of the Chicago Mercantile Exchange. Interest rate futures also are traded on foreign exchanges such as the London International Financial Futures Exchange and the Singapore International Monetary Exchange.
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No Series will purchase or sell any financial futures contract or related option for non-bona fide hedging purposes if, immediately thereafter, the sum of the cash or U.S. Treasury bills committed with respect to its existing futures and related options positions and the premiums paid for related options would exceed 5% of the market value of its total assets.
No Series may enter into a futures contract for the delivery of a security if, immediately thereafter, the value of the securities called for by all of such Series outstanding futures contracts (for both receipt and delivery) would exceed 10% of the market value of such Series total assets. |
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There are several risks in connection with the use of futures contracts as a hedging device. While hedging can provide protection against an adverse movement in market prices, it can also limit a hedgers opportunity to benefit fully from a favorable market movement. In addition, investing in futures contracts and options on futures contracts will cause the Series to incur additional brokerage commissions and may cause an increase in the Series portfolio turnover rate.
The successful use of futures contracts and related options also depends on the ability of the relevant Series subadviser to forecast correctly the direction and extent of market movements, interest rates and other market factors within a given time frame. To the extent market prices remain stable during the period a futures contract or option is held by a Series or such prices move in a direction opposite to that anticipated, the Series may realize a loss on the transaction which is not offset by an increase in the value of its portfolio securities. Options and futures may also fail as a hedging technique in cases where the movements of the securities underlying the options and futures do not follow the price movements of the hedged portfolio securities. As a result, the Series total return for the period may be less than if it had not engaged in the hedging transaction. The loss from investing in futures transactions is potentially unlimited.
Utilization of futures contracts by a Series involves the risk of imperfect correlation in movements in the price of futures contracts and movements in the price of the securities which are being hedged. If the price of the futures contract moves more or less than the price of the securities being hedged, the Series will experience a gain or loss which will not be completely offset by movements in the price of the securities. It is possible that, where a Series has sold futures contracts to hedge its portfolio against a decline in the market, the market may advance and the value of securities held in the Series portfolio may decline. If this occurred, the Series would lose money on the futures contract and would also experience a decline in value in its portfolio securities. Where futures are purchased to hedge against a possible increase in the prices of securities before the Series is able to invest its cash (or cash equivalents) in securities (or options) in an orderly fashion, it is possible that the market may decline; if the Series then determines not to invest in securities (or options) at that time because of concern as to possible further market decline or for other reasons, the Series will realize a loss on the futures that would not be offset by a reduction in the price of the securities purchased.
The market prices of futures contracts may be affected if participants in the futures market elect to close out their contracts through off-setting transactions rather than to meet margin deposit requirements. In such case, distortions in the normal relationship between the cash and futures markets could result. Price distortions could also result if investors in futures contracts opt to make or take delivery of the underlying securities rather than to engage in closing |
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transactions because such action would reduce the liquidity of the futures market. In addition, from the point of view of speculators, because the deposit requirements in the futures markets are less onerous than margin requirements in the cash market, increased participation by speculators in the futures market could cause temporary price distortions. Due to the possibility of price distortions in the futures market and because of the imperfect correlation between movements in the prices of securities and movements in the prices of futures contracts, a correct forecast of market trends may still not result in a successful hedging transaction.
Compared to the purchase or sale of futures contracts, the purchase of put or call options on futures contracts involves less potential risk for the Series because the maximum amount at risk is the premium paid for the options plus transaction costs. However, there may be circumstances when the purchase of an option on a futures contract would result in a loss to the Series while the purchase or sale of the futures contract would not have resulted in a loss, such as when there is no movement in the price of the underlying securities.
For additional information about options transactions, see Options under Derivative Investments in this section of the SAI. |
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Mortgage- Related and Other Asset- Backed Securities |
Each Series may purchase mortgage-related and other asset-backed securities, which collectively are securities backed by mortgages, installment contracts, credit card receivables or other financial assets. Asset-backed securities represent interests in pools of assets in which payments of both interest and principal on the securities are made periodically, thus in effect passing through such payments made by the individual borrowers on the assets that underlie the securities, net of any fees paid to the issuer or guarantor of the securities. The average life of asset-backed securities varies with the maturities of the underlying instruments, and the average life of a mortgage-backed instrument, in particular, is likely to be substantially less than the original maturity of the mortgage pools underlying the securities as a result of mortgage prepayments. For this and other reasons, an asset-backed securitys stated maturity may be shortened, and the securitys total return may be difficult to predict precisely.
If an asset-backed security is purchased at a premium, a prepayment rate that is faster than expected will reduce yield to maturity, while a prepayment rate that is slower than expected will have the opposite effect of increasing yield to maturity. Conversely, if an asset-backed security is purchased at a discount, faster than expected prepayments will increase yield to maturity, while slower than expected prepayments will decrease yield to maturity.
Prepayments of principal of mortgage-related securities by mortgagors or mortgage foreclosures affect the average life of the mortgage-related securities in the Series portfolio. |
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Collateralized Mortgage Obligations (CMOs) |
CMOs are hybrid instruments with characteristics of both mortgage-backed and mortgage pass-through securities. Similar to a bond, interest and prepaid principal on a CMO are paid, in most cases, semiannually. CMOs may be collateralized by whole mortgage loans but are more typically collateralized by portfolios of mortgage pass-through securities guaranteed by entities such as GNMA, FHLMC, or FNMA, and their income streams.
CMOs are typically structured in multiple classes, each bearing a different stated maturity. Actual maturity and average life will depend upon the prepayment experience of the collateral. CMOs provide for a modified form of call protection through a de facto breakdown of the underlying pool of mortgages according to how quickly the loans are repaid. Monthly payment of principal received from the pool of underlying mortgages, including prepayments, is first returned to investors holding the shortest maturity class. Investors holding the longer maturity classes typically receive principal only after the first class has been retired. An investor may be partially guarded against a sooner than desired return of principal because of the sequential payments.
FHLMC CMOs are debt obligations of FHLMC issued in multiple classes having different maturity dates and are secured by the pledge of a pool of conventional mortgage loans purchased by FHLMC. Unlike FHLMC Participation Certificates, payments of principal and interest on the CMOs are made semiannually rather than monthly. The amount of principal payable on each semiannual payment date is determined in accordance with FHLMCs mandatory sinking fund schedule. Sinking fund payments in the CMOs are allocated to the retirement of the individual classes of bonds in the order of their stated maturities. Payments of principal on the mortgage loans in the collateral pool in excess of the amount of FHLMCs minimum sinking fund obligation for any payment date are paid to the holders of the CMOs as additional sinking-fund payments. Because of the pass-through nature of all principal payments received on the collateral pool in excess of FHLMCs minimum sinking fund requirement, the rate at which principal of the CMOs is actually repaid is likely to be such that each class of bonds will be retired in advance of its scheduled maturity date. If collection of principal (including prepayments) on the mortgage loans during any semiannual payment period is not sufficient to meet FHLMCs minimum sinking fund obligation on the next sinking fund payment date, FHLMC agrees to make up the deficiency from its general funds. |
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CMO Residuals |
CMO residuals are derivative mortgage securities issued by agencies or instrumentalities of the U.S. Government or by private originators of, or investors in, mortgage loans. As described above, the cash flow generated by the mortgage assets underlying a series of CMOs is applied first to make required payments of principal and interest on the CMOs and second to pay the related administrative expenses of the issuer. The residual in a CMO structure generally represents | |||
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the interest in any excess cash flow remaining after making the foregoing payments. Each payment of such excess cash flow to a holder of the related CMO residual represents income and/or a return of capital. The amount of residual cash flow resulting from a CMO will depend on, among other things, the characteristics of the mortgage assets, the coupon rate of each class of CMO, prevailing interest rates, the amount of administrative expenses and, in particular, the prepayment experience on the mortgage assets. In addition, if a series of a CMO includes a class that bears interest at an adjustable rate, the yield to maturity on the related CMO residual will also be extremely sensitive to changes in the level of the index upon which interest rate adjustments are based. In certain circumstances a Series may fail to recoup fully its initial investment in a CMO residual.
CMO residuals are generally purchased and sold by institutional investors through several investment banking firms acting as brokers or dealers. The CMO residual market currently may not have the liquidity of other more established securities trading in other markets. CMO residuals may be subject to certain restrictions on transferability, may be deemed illiquid and therefore subject to the Series limitations on investment in illiquid securities. (See Illiquid and Restricted Securities in this section of the SAI.) |
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Mortgage Pass- through Securities |
Mortgage pass-through securities are interests in pools of mortgage loans, assembled and issued by various governmental, government-related, and private organizations. Unlike other forms of debt securities, which normally provide for periodic payment of interest in fixed amounts with principal payments at maturity or specified call dates, these securities provide a monthly payment consisting of both interest and principal payments. In effect, these payments are a pass-through of the monthly payments made by the individual borrowers on their residential or commercial mortgage loans, net of any fees paid to the issuer or guarantor of such securities. Additional payments are caused by repayments of principal resulting from the sale of the underlying property, refinancing or foreclosure, net of fees or costs. Modified pass-through securities (such as securities issued by GNMA) entitle the holder to receive all interest and principal payments owed on the mortgage pool, net of certain fees, at the scheduled payment dates regardless of whether or not the mortgagor actually makes the payment.
The principal governmental guarantor of mortgage-related securities is GNMA. GNMA is authorized to guarantee, with the full faith and credit of the United States Government, the timely payment of principal and interest on securities issued by institutions approved by GNMA (such as savings and loan institutions, commercial banks and mortgage bankers) and backed by pools of Federal Housing Administration insured or Veterans Administration guaranteed mortgages. Government-related guarantors whose obligations are not backed by the full faith and credit of the United States Government include FNMA and FHLMC. FNMA purchases |
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conventional (i.e., not insured or guaranteed by any government agency) residential mortgages from a list of approved seller/servicers which include state and federally chartered savings and loan associations, mutual savings banks, commercial banks and credit unions and mortgage bankers. FHLMC issues Participation Certificates that represent interests in conventional mortgages from FHLMCs national portfolio. FNMA and FHLMC guarantee the timely payment of interest and ultimate collection of principal on securities they issue, but the securities they issue are neither issued nor guaranteed by the United States Government.
Commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers also create pass-through pools of conventional residential mortgage loans. Such issuers may, in addition, be the originators and/or servicers of the underlying mortgage loans as well as the guarantors of the mortgage-related securities. Pools created by such non-governmental issuers generally offer a higher rate of interest than government and government-related pools because there are no direct or indirect government or agency guarantees of payments for such securities. However, timely payment of interest and principal of these pools may be supported by various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance and letters of credit. The insurance and guarantees are issued by governmental entities, private insurers and the mortgage poolers. Such insurance and guarantees and the creditworthiness of the issuers thereof will be considered in determining whether a mortgage-related security meets the Series investment quality standards. There can be no assurance that the private insurers or guarantors can meet their obligations under the insurance policies or guarantee arrangements. A Series may buy mortgage-related securities without insurance or guarantees if, through an examination of the loan experience and practices of the originator/servicers and poolers, the Series subadviser determines that the securities meet the Series quality standards. Securities issued by certain private organizations may not be readily marketable and may therefore be subject to the Series limitations on investments in illiquid securities. (See Illiquid and Restricted Securities in this section of the SAI.)
Mortgage-backed securities that are issued or guaranteed by the U.S. Government, its agencies or instrumentalities, are not subject to the Series industry concentration restrictions set forth in the Investment Restrictions section of this SAI by virtue of the exclusion from the test available to all U.S. Government securities. The Series will take the position that privately-issued, mortgage-related securities do not represent interests in any particular industry or group of industries. The assets underlying such securities may be represented by a portfolio of first lien residential mortgages (including both whole mortgage loans and mortgage |
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participation interests) or portfolios of mortgage pass-through securities issued or guaranteed by GNMA, FNMA or FHLMC. Mortgage loans underlying a mortgage-related security may in turn be insured or guaranteed by the Federal Housing Administration or the Department of Veterans Affairs. In the case of private issue mortgage-related securities whose underlying assets are neither U.S. Government securities nor U.S. Government-insured mortgages, to the extent that real properties securing such assets may be located in the same geographical region, the security may be subject to a greater risk of default than other comparable securities in the event of adverse economic, political or business developments that may affect such region and, ultimately, the ability of residential homeowners to make payments of principal and interest on the underlying mortgages.
It is possible that the availability and the marketability (that is, liquidity) of the securities discussed in this section could be adversely affected by the actions of the U.S. Government to tighten the availability of its credit. On September 7, 2008, the FHFA, an agency of the U.S. Government, placed FNMA and FHLMC into conservatorship, a statutory process with the objective of returning the entities to normal business operations. FHFA will act as the conservator to operate FNMA and FHLMC until they are stabilized. The conservatorship is still in effect as of the date of this SAI and has no specified termination date. There can be no assurance as to when or how the conservatorship will be terminated or whether FNMA or FHLMC will continue to exist following the conservatorship or what their respective business structures will be during or following the conservatorship. FHFA, as conservator, has the power to repudiate any contract entered into by FNMA or FHLMC prior to its appointment if it determines that performance of the contract is burdensome and repudiation of the contract promotes the orderly administration of FNMAs or FHLMCs affairs. Furthermore, FHFA has the right to transfer or sell any asset or liability of FNMA or FHLMC without any approval, assignment or consent. If FHFA were to transfer any such guarantee obligation to another party, holders of FNMA or FHLMC mortgage-backed securities would have to rely on that party for satisfaction of the guarantee obligation and would be exposed to the credit risk of that party.
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Other Asset- Backed Securities |
Through trusts and other special purpose entities, various types of securities based on financial assets other than mortgage loans are increasingly available, in both pass-through structures similar to mortgage pass-through securities described above and in other structures more like CMOs. As with mortgage-related securities, these asset-backed securities are often backed by a pool of financial assets representing the obligations of a number of different parties. They often include credit-enhancement features similar to mortgage-related securities.
Financial assets on which these securities are based include automobile receivables; credit card receivables; loans to finance boats, recreational vehicles, and mobile homes; |
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| computer, copier, railcar, and medical equipment leases; and trade, healthcare, and franchise receivables. In general, the obligations supporting these asset-backed securities are of shorter maturities than mortgage loans and are less likely to experience substantial prepayments. However, obligations such as credit card receivables are generally unsecured and the obligors are often entitled to protection under a number of state and federal consumer credit laws granting, among other things, rights to set off certain amounts owed on the credit cards, thus reducing the balance due. Other obligations that are secured, such as automobile receivables, may present issuers with difficulties in perfecting and executing on the security interests, particularly where the issuer allows the servicers of the receivables to retain possession of the underlying obligations, thus increasing the risk that recoveries on defaulted obligations may not be adequate to support payments on the securities. | ||||
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Stripped Mortgage-backed Securities (SMBS) |
SMBS are derivative multi-class mortgage securities. They may be issued by agencies or instrumentalities of the U.S. Government, or by private originators of, or investors in, mortgage loans. SMBS are usually structured with two classes that receive different proportions of the interest and principal distributions on a pool of mortgage assets. A common type of SMBS will have one class receiving some of the interest and most of the principal from the mortgage assets, while the other class will receive most of the interest and the remainder of the principal. In the most extreme case, one class will receive all of the interest (the interest-only or IO class), while the other class will receive all of the principal (the principal-only or PO class). The yield to maturity on an IO class security is extremely sensitive to the rate of principal payments (including prepayments) on the related underlying mortgage assets, and a rapid rate of principal payments may have a material adverse effect on a Series yield to maturity from these securities. If the underlying mortgage assets experience greater than anticipated prepayments of principal, the Series may fail to recoup fully its initial investment in these securities even if the security is in one of the highest rating categories. The market value of the PO class generally is unusually volatile in response to changes in interest rates.
Although SMBS are purchased and sold by institutional investors through several investment banking firms acting as brokers or dealers, these securities were only recently developed. As a result, established trading markets have not yet developed and, accordingly, these securities may be deemed illiquid and therefore subject to the Series limitations on investment in illiquid securities. (See Illiquid and Restricted Securities in this section of the SAI.)
Each Series may invest in other mortgage-related securities with features similar to those described above, to the extent consistent with the relevant Series investment objectives and policies. |
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Options |
Each Series may purchase or sell put and call options on securities, indices and other financial instruments. Options may relate to particular securities, foreign and domestic securities indices, financial instruments, foreign currencies or the yield differential between two securities. Such options may or may not be listed on a domestic or foreign securities exchange and may or may not be issued by the OCC.
A call option for a particular security gives the purchaser of the option the right to buy, and a writer the obligation to sell, the underlying security at the stated exercise price before the expiration of the option, regardless of the market price of the security. A premium is paid to the writer by the purchaser in consideration for undertaking the obligation under the option contract. A put option for a particular security gives the purchaser the right to sell and a writer the obligation to buy the security at the stated exercise price before the expiration date of the option, regardless of the market price of the security.
Options written by a Series will be covered and will remain covered as long as the Series is obligated as a writer. A call option is covered if the Series owns the underlying security or its equivalent covered by the call or has an absolute and immediate right to acquire that security without additional cash consideration (or for additional cash consideration if such cash is segregated) upon conversion or exchange of other securities held in its portfolio. A call option is also covered if the Series holds on a share-for-share or equal principal amount basis a call on the same security as the call written where the exercise price of the call held is equal to or less than the exercise price of the call written or greater than the exercise price of the call written if appropriate liquid assets representing the difference are segregated by the Series. A put option is covered if the Series maintains appropriate liquid securities with a value equal to the exercise price, or owns on a share-for-share or equal principal amount basis a put on the same security as the put written where the exercise price of the put held is equal to or greater than the exercise price of the put written.
A Series obligation to sell an instrument subject to a covered call option written by it, or to purchase an instrument subject to a secured put option written by it, may be terminated before the expiration of the option by the Series execution of a closing purchase transaction. This means that a Series buys on an exchange an option of the same series (i.e., same underlying instrument, exercise price and expiration date) as the option previously written. Such a purchase does not result in the ownership of an option. A closing purchase transaction will ordinarily be effected to realize a profit on an outstanding option, to prevent an underlying instrument from being called, to permit the sale of the underlying instrument or to permit the writing of a new option containing different terms on such underlying instrument. The cost of such a closing purchase plus related transaction costs may be |
Each Series may invest up to an aggregate of 5% of its total assets in exchange-traded or over-the-counter call and put options on securities, securities indices and foreign currencies.
No Series may write options on more than 50% of its total assets.
Immediately after entering into an opening option position, the total value of all open option positions based on exercise price will not exceed 10% of the Strategic Allocation Series total assets.
The Multi-Sector Fixed Income Series may only purchase a call option to terminate a previously written call option.
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greater than the premium received upon the original option, in which event the Series will experience a loss. There is no assurance that a liquid secondary market will exist for any particular option. A Series that has written an option and is unable to effect a closing purchase transaction will not be able to sell the underlying instrument (in the case of a covered call option) or liquidate the segregated assets (in the case of a secured put option) until the option expires or the optioned instrument is delivered upon exercise. The Series will be subject to the risk of market decline or appreciation in the instrument during such period.
To the extent required to comply with SEC Release No. IC-10666, when entering into an option transaction, a Series will specifically designate on its accounting records any asset, including equity securities and non-investment-grade debt so long as the asset is liquid, unencumbered and marked to market daily equal to the prescribed amount.
Options purchased are recorded as an asset and written options are recorded as liabilities to the extent of premiums paid or received. The amount of this asset or liability will be subsequently marked-to-market to reflect the current value of the option purchased or written. The current value of the traded option is the last sale price or, in the absence of a sale, the current bid price. If an option purchased by a Series expires unexercised, the Series will realize a loss equal to the premium paid. If a Series enters into a closing sale transaction on an option purchased by it, the Series will realize a gain if the premium received by the Series on the closing transaction is more than the premium paid to purchase the option, or a loss if it is less. If an option written by a Series expires on the stipulated expiration date or if a Series enters into a closing purchase transaction, it will realize a gain (or loss if the cost of a closing purchase transaction exceeds the net premium received when the option is sold), and the liability related to such option will be eliminated. If an option written by a Series is exercised, the proceeds of the sale will be increased by the net premium originally received and the Series will realize a gain or loss.
Options trading is a highly specialized activity that entails greater than ordinary investment risk. Options may be more volatile than the underlying instruments and, therefore, on a percentage basis, an investment in options may be subject to greater fluctuation than an investment in the underlying instruments themselves.
There are several other risks associated with options. For example, there are significant differences among the securities, currency and options markets that could result in an imperfect correlation among these markets, causing a given transaction not to achieve its objectives. In addition, a liquid secondary market for particular options, whether traded over-the-counter or on an exchange, may be absent for reasons that include the following: there may be insufficient trading interest in certain options; restrictions may be imposed by an exchange on opening transactions or |
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closing transactions or both; trading halts, suspensions or other restrictions may be imposed with respect to particular classes or series of options or underlying securities or currencies; unusual or unforeseen circumstances may interrupt normal operations on an exchange; the facilities of an exchange or the OCC may not at all times be adequate to handle current trading value; or one or more exchanges could, for economic or other reasons, decide or be compelled at some future date to discontinue the trading of options (or a particular class or series of options), in which event the secondary market on that exchange (or in that class or series of options) would cease to exist, although outstanding options that had been issued by the OCC as a result of trades on that exchange would continue to be exercisable in accordance with their terms.
The staff of the SEC currently takes the position that options not traded on registered domestic securities exchanges and the assets used to cover the amount of the Series obligation pursuant to such options are illiquid, and are therefore subject to each Series limitation on investments in illiquid securities. However, for options written with primary dealers in U.S. Government securities pursuant to an agreement requiring a closing transaction at the formula price, the amount considered to be illiquid may be calculated by reference to a formula price. (See Illiquid and Restricted Securities in this section of the SAI.) |
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Options on Indexes and Yield Curve Options |
Each Series may enter into options on indexes or options the spread, or yield differential, between two fixed income securities, in transactions referred to as yield curve options. Options on indexes and yield curve options provide the holder with the right to make or receive a cash settlement upon exercise of the option. With respect to options on indexes, the amount of the settlement will equal the difference between the closing price of the index at the time of exercise and the exercise price of the option expressed in dollars, times a specified multiple. With respect to yield curve options, the amount of the settlement will equal the difference between the yields of designated securities.
With respect to yield curve options, a call or put option is covered if a Series holds another call or put, respectively, on the spread between the same two securities and maintains in a segregated account liquid assets sufficient to cover the Series net liability under the two options. Therefore, the Series liability for such a covered option is generally limited to the difference between the amount of the Series liability under the option it wrote less the value of the option it holds. A Series may also cover yield curve options in such other manner as may be in accordance with the requirements of the counterparty with which the option is traded and applicable laws and regulations.
The trading of these types of options is subject to all of the risks associated with the trading of other types of options. In addition, however, yield curve options present risk of loss even if the yield of one of the underlying securities remains constant, if the spread moves in a direction or to an extent which was not anticipated. |
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Reset Options |
In certain instances, a Series may purchase or write options on U.S. Treasury securities, which provide for periodic adjustment of the strike price and may also provide for the periodic adjustment of the premium during the term of each such option. Like other types of options, these transactions, which may be referred to as reset options or adjustable strike options grant the purchaser the right to purchase (in the case of a call) or sell (in the case of a put), a specified type of U.S. Treasury security at any time up to a stated expiration date (or, in certain instances, on such date). In contrast to other types of options, however, the price at which the underlying security may be purchased or sold under a reset option is determined at various intervals during the term of the option, and such price fluctuates from interval to interval based on changes in the market value of the underlying security. As a result, the strike price of a reset option, at the time of exercise, may be less advantageous than if the strike price had been fixed at the initiation of the option. In addition, the premium paid for the purchase of the option may be determined at the termination, rather than the initiation, of the option. If the premium for a reset option written by a Series is paid at termination, the Series assumes the risk that (i) the premium may be less than the premium which would otherwise have been received at the initiation of the option because of such factors as the volatility in yield of the underlying Treasury security over the term of the option and adjustments made to the strike price of the option, and (ii) the option purchaser may default on its obligation to pay the premium at the termination of the option. Conversely, where a Series purchases a reset option, it could be required to pay a higher premium than would have been the case at the initiation of the option. | |||
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Swap Agreements |
Each Series may enter into interest rate, index and currency exchange rate swap agreements in attempts to obtain a particular desired return at a lower cost to the Series than if the Series had invested directly in an instrument that yielded that desired return. Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than one year. In a standard swap transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments. The gross returns to be exchanged or swapped between the parties are calculated with respect to a notional amount, i.e., the return on or increase in value of a particular dollar amount invested at a particular interest rate, in a particular foreign currency, or in a basket of securities representing a particular index. The notional amount of the swap agreement is only a fictive basis on which to calculate the obligations the parties to a swap agreement have agreed to exchange. A Series obligations (or rights) under a swap agreement will generally be equal only to the amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the net amount). A Series | |||
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obligations under a swap agreement will be accrued daily (offset against any amounts owing to the Series) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by specifically designating on the accounting records of the Series liquid assets to avoid leveraging of the Series portfolio.
Because swap agreements are two-party contracts and may have terms of greater than seven days, they may be considered to be illiquid and therefore subject to the Series limitations on investment in illiquid securities. (See Illiquid and Restricted Securities in this section of the SAI.) Moreover, the Series bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. A Series subadviser will cause the Series to enter into swap agreements only with counterparties that would be eligible for consideration as repurchase agreement counterparties under the Series repurchase agreement guidelines. (See Repurchase Agreements in this section of the SAI.) Certain restrictions imposed on the Series by the Code may limit the Series ability to use swap agreements. (See the Dividends, Distributions and Taxes section of this SAI.) The swaps market is a relatively new market and is largely unregulated. It is possible that developments in the swaps market, including potential government regulation, could adversely affect a Series ability to terminate existing swap agreements or to realize amounts to be received under such agreements.
Certain swap agreements are exempt from most provisions of the CEA and, therefore, are not regulated as futures or commodity option transactions under the CEA, pursuant to regulations of the CFTC. To qualify for this exemption, a swap agreement must be entered into by eligible participants and must meet certain conditions (each pursuant to the CEA and regulations of the CFTC). However, recent CFTC rule amendments dictate that certain swap agreements be considered commodity interests for purposes of the CEA. (See Commodity Interests in this section of the SAI for additional information regarding the implications of investments being considered commodity interests under the CEA.)
Recently, the SEC and the CFTC have developed and finalized rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act to create a new, comprehensive regulatory framework for swap transactions, and as of the date of this SAI they are continuing to develop and finalize additional rules. Under the new regulations, certain swap transactions will be required to be executed on a regulated trading platform and cleared through a derivatives clearing organization. Additionally, the new regulations will impose other requirements on the parties entering into swap transactions, including requirements relating to posting margin, and reporting and documenting swap transactions. A Series engaging in swap transactions may incur additional expenses as a result of these new regulatory requirements. The Adviser is continuing to monitor the finalization and implementation of the new regulations and to assess their impact on the Series. |
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Credit Default Swap Agreements |
Each Series may enter into credit default swap agreements. The buyer in a credit default contract is obligated to pay the seller a periodic, stream of payments over the term of the contract provided no event of default has occurred. In the event of default, the seller must pay the buyer the par value (full notional value) of the reference obligation in exchange for the reference obligation (typically emerging market debt). A Series may be either the buyer or seller in the transaction. If a Series is a buyer and no event of default occurs, the Series loses its investment and recovers nothing; however, if an event of default occurs, the Series receives full notional value for a reference obligation that may have little or no value.
As a seller, a Series receives a fixed rate of income throughout the term of the contract, which typically is between six months and three years, provided there is no default event; if an event of default occurs, the Series must pay the buyer the full notional value of the reference obligation. The value of the reference obligation received by the Series as a seller, coupled with the periodic payments previously received, may be less than the full notional value the Series pays to the buyer, resulting in a loss of value to the Series.
Credit default swaps involve greater risks than if the fund had invested in the reference obligation directly. In addition to general market risks, credit default swaps are subject to illiquidity risk, counterparty risk and credit risks. A Series will enter into swap agreements only with counterparties deemed creditworthy by the Series subadviser. |
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Equity Securities |
The Series may invest in equity securities. Equity securities include common stocks, preferred stocks and preference stocks; securities such as bonds, warrants or rights that are convertible into stocks; and depositary receipts for those securities.
Common stockholders are the owners of the company issuing the stock and, accordingly, usually have the right to vote on various corporate governance matters such as mergers. They are not creditors of the company, but rather, in the event of liquidation of the company, would be entitled to their pro rata shares of the companys assets after creditors (including fixed income security holders) and, if applicable, preferred stockholders are paid. Preferred stock is a class of stock having a preference over common stock as to dividends or upon liquidation. A preferred stockholder is a shareholder in the company and not a creditor of the company as is a holder of the companys fixed income securities. Dividends paid to common and preferred stockholders are distributions of the earnings or other surplus of the company and not interest payments, which are expenses of the company. Equity securities owned by the Series may be traded in the over-the-counter market or on a securities exchange and may not be traded every day or in the volume typical of securities traded on a major U.S. national securities exchange. As a result, disposition by the Series of a portfolio security to meet redemptions by shareholders or otherwise may require the Series to sell the |
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security at less than the reported value of the security, to sell during periods when disposition is not desirable, or to make many small sales over a lengthy period of time. The market value of all securities, including equity securities, is based upon the markets perception of value and not necessarily the book value of an issuer or other objective measure of a companys worth.
Stock values may fluctuate in response to the activities of an individual company or in response to general market and/or economic conditions. Historically, common stocks have provided greater long-term returns and have entailed greater short-term risks than other types of securities. Smaller or newer issuers may be more likely to realize more substantial growth or suffer more significant losses. Investments in these companies can be both more volatile and more speculative. Fluctuations in the value of equity securities in which a Series invests will cause the NAV of the Series to fluctuate. |
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Securities of Small and Mid Capitalization Companies |
While small and medium-sized issuers in which a Series invests will may offer greater opportunities for capital appreciation than larger market capitalization issuers, investments in such companies may involve greater risks and thus may be considered speculative. For example, smaller companies may have limited product lines, markets or financial resources, or they may be dependent on a limited management group. In addition, many small and mid-capitalization company stocks trade less frequently and in smaller volume, and may be subject to more abrupt or erratic price movements, than stocks of larger companies. The securities of small and mid-capitalization companies may also be more sensitive to market changes than the securities of larger companies. When a Series invests in small or mid-capitalization companies, these factors may result in above-average fluctuations in the NAV of the Series shares. Therefore, a Series investing in such securities should be considered as a long-term investment and not as a vehicle for seeking short-term profits. Similarly, an investment in a Series investing in such securities should not be considered a complete investment program.
Market capitalizations of companies in which the Series invest are determined at the time of purchase. |
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Unseasoned Companies |
As a matter of operating policy, each Series may invest to a limited extent in securities of unseasoned companies and new issues. The Adviser regards a company as unseasoned when, for example, it is relatively new to, or not yet well established in, its primary line of business. Such companies generally are smaller and younger than companies whose shares are traded on the major stock exchanges. Accordingly, their shares are often traded over-the-counter and their share prices may be more volatile than those of larger, exchange-listed companies. In order to avoid undue risks, the Series will not invest more than 5% of its total assets in securities of any one company with a record of fewer than three years continuous operation (including that of predecessors). | |||
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Foreign Investing |
The Series may invest in a broad range of securities of foreign issuers, including equity, debt and convertible securities and foreign government securities. The Series may purchase the securities of issuers from various countries, including countries commonly referred to as emerging markets. The Series may also invest in domestic securities denominated in foreign currencies.
Investing in the securities of foreign companies involves special risks and considerations not typically associated with investing in U.S. companies. These include differences in accounting, auditing and financial reporting standards, generally higher commission rates on foreign portfolio transactions, the possibility of expropriation or confiscatory taxation, adverse changes in investment or exchange control regulations, political instability which could affect U.S. investments in foreign countries, and potential restrictions on the flow of international capital. Additionally, dividends payable on foreign securities may be subject to foreign taxes withheld prior to distribution. Foreign securities often trade with less frequency and volume than domestic securities and therefore may exhibit greater price volatility. Changes in foreign exchange rates will affect the value of those securities which are denominated or quoted in currencies other than the U.S. dollar. Many of the foreign securities held by a Series will not be registered with, nor will the issuers thereof be subject to the reporting requirements of, the SEC. Accordingly, there may be less publicly available information about the securities and about the foreign company or government issuing them than is available about a domestic company or government entity. Moreover, individual foreign economies may differ favorably or unfavorably from the United States economy in such respects as growth of Gross National Product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payment positions. Finally, the Series may encounter difficulty in obtaining and enforcing judgments against issuers of foreign securities.
Securities of U.S. issuers denominated in foreign currencies may be less liquid and their prices more volatile than securities issued by domestic issuers and denominated in U.S. dollars. In addition, investing in securities denominated in foreign currencies often entails costs not associated with investment in U.S. dollar-denominated securities of U.S. issuers, such as the cost of converting foreign currency to U.S. dollars, higher brokerage commissions, custodial expenses and other fees. Non-U.S. dollar denominated securities may be subject to certain withholding and other taxes of the relevant jurisdiction, which may reduce the yield on the securities to the Series and which may not be recoverable by the Series or their investors.
The Trust may use a foreign custodian in connection with its purchases of foreign securities and may maintain cash and cash equivalents in the care of a foreign custodian. The amount of cash or cash equivalents maintained in the care of eligible foreign custodians will be limited to an amount |
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reasonably necessary to effect the Trusts foreign securities transactions. The use of a foreign custodian invokes considerations which are not ordinarily associated with domestic custodians. These considerations include the possibility of expropriations, restricted access to books and records of the foreign custodian, inability to recover assets that are lost while under the control of the foreign custodian, and the impact of political, social or diplomatic developments.
Settlement procedures relating to the Series investments in foreign securities and to the Series foreign currency exchange transactions may be more complex than settlements with respect to investments in debt or equity securities of U.S. issuers, and may involve certain risks not present in the Series domestic investments. For example, settlement of transactions involving foreign securities or foreign currency may occur within a foreign country, and a Series may be required to accept or make delivery of the underlying securities or currency in conformity with any applicable U.S. or foreign restrictions or regulations, and may be required to pay any fees, taxes or charges associated with such delivery. Such investments may also involve the risk that an entity involved in the settlement may not meet its obligations. Settlement procedures in many foreign countries are less established than those in the United States, and some foreign country settlement periods can be significantly longer than those in the United States. |
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Depositary Receipts |
Each Series permitted to hold foreign securities may also hold ADRs, ADSs, GDRs and EDRs. ADRs and ADSs typically are issued by an American bank or trust company and evidence ownership of underlying securities issued by a foreign corporation. EDRs, which are sometimes referred to as CDRs, are issued in Europe typically by foreign banks and trust companies and evidence ownership of either foreign or domestic securities. GDRs are similar to EDRs and are designed for use in several international financial markets. Generally, ADRs and ADSs in registered form are designed for use in United States securities markets and EDRs in bearer form are designed for use in European securities markets. For purposes of a Series investment policies, its investments in ADRs, ADSs, GDRs and EDRs will be deemed to be investments in the underlying foreign securities.
Depositary Receipts may be issued pursuant to sponsored or unsponsored programs. In sponsored programs, an issuer has made arrangements to have its securities traded in the form of Depositary Receipts. In unsponsored programs, the issuer may not be directly involved in the creation of the program. Although regulatory requirements with respect to sponsored and unsponsored programs are generally similar, in some cases it may be easier to obtain financial information from an issuer that has participated in the creation of a sponsored program. Accordingly, there may be less information available regarding issuers of securities underlying unsponsored programs and there may not be a |
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correlation between such information and the market value of the Depositary Receipts. For purposes of the Series investment policies, investments in Depositary Receipts will be deemed to be investments in the underlying securities. Thus, a Depositary Receipt representing ownership of common stock will be treated as common stock.
Depositary receipts are generally subject to the same sort of risks as direct investments in a foreign country, such as currency risk, political and economic risk, and market risk, because their values depend on the performance of a foreign security denominated in its home currency. (The risks of foreign investing are addressed above in this section of the SAI under the heading Foreign Investing.) In addition to risks associated with the underlying portfolio of securities, receipt holders also must consider credit standings of the custodians and broker/dealer sponsors. The receipts are not registered with the SEC and qualify as Rule 144A securities which may make them more difficult and costly to sell. (For information about Rule 144A securities, see Illiquid and Restricted Securities in this section of the SAI.) |
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Emerging Market Securities |
The Series may invest in countries or regions with relatively low gross national product per capita compared to the worlds major economies, and in countries or regions with the potential for rapid economic growth (emerging markets). Emerging markets will include any country: (i) having an emerging stock market as defined by the International Finance Corporation; (ii) with low-to-middle-income economies according to the World Bank; (iii) listed in World Bank publications as developing; or (iv) determined by the adviser to be an emerging market as defined above.
Certain emerging market countries are either comparatively underdeveloped or are in the process of becoming developed and may consequently be economically dependent on a relatively few or closely interdependent industries. A high proportion of the securities of many emerging market issuers may also be held by a limited number of large investors trading significant blocks of securities. While a Series subadviser will strive to be sensitive to publicized reversals of economic conditions, political unrest and adverse changes in trading status, unanticipated political and social developments may affect the values of the Series investments in such countries and the availability of additional investments in such countries.
The risks of investing in foreign securities may be intensified in the case of investments in emerging markets. Securities of many issuers in emerging markets may be less liquid and more volatile than securities of comparable domestic issuers. Emerging markets also have different clearance and settlement procedures, and in certain markets there have been times when settlements have been unable to keep pace with the volume of securities transactions, making it difficult to conduct such transactions. Delays in settlement could result in temporary periods when a portion of the assets of a Series is |
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uninvested and no return is earned thereon. The inability of a Series to make intended security purchases due to settlement problems could cause the Series to miss attractive investment opportunities. Inability to dispose of portfolio securities due to settlement problems could result either in losses to the Series due to subsequent declines in value of portfolio securities or, if a Series has entered into a contract to sell the security, in possible liability to the purchaser. Securities prices in emerging markets can be significantly more volatile than in the more developed nations of the world, reflecting the greater uncertainties of investing in less established markets and economies. In particular, countries with emerging markets may have relatively unstable governments, present the risk of nationalization of businesses, restrictions on foreign ownership, or prohibitions of repatriation of assets, and may have less protection of property rights than more developed countries.
Certain emerging markets may require governmental approval for the repatriation of investment income, capital or the proceeds of sales of securities by foreign investors. In addition, a country could impose temporary restrictions on foreign capital remittances, whether because deterioration occurs in an emerging markets balance of payments or for other reasons. The Series could be adversely affected by delays in, or a refusal to grant, any required governmental approval for repatriation of capital, as well as by the application to the Series of any restrictions on investments.
Investments in certain foreign emerging market debt obligations may be restricted or controlled to varying degrees. These restrictions or controls may at times preclude investment in certain foreign emerging market debt obligations and increase the expenses of the Series. |
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Foreign Currency Transactions |
When investing in securities denominated in foreign currencies, the Series will be subject to the additional risk of currency fluctuations. An adverse change in the value of a particular foreign currency as against the U.S. dollar, to the extent that such change is not offset by a gain in other foreign currencies, will result in a decrease in the Series assets. Any such change may also have the effect of decreasing or limiting the income available for distribution. Foreign currencies may be affected by revaluation, adverse political and economic developments, and governmental restrictions. Although the Series will invest only in securities denominated in foreign currencies that are fully convertible into U.S. dollars without legal restriction at the time of investment, no assurance can be given that currency exchange controls will not be imposed on any particular currency at a later date.
As a result of its investments in foreign securities, a Series may receive interest or dividend payments, or the proceeds of the sale or redemption of such securities, in the foreign currencies in which such securities are denominated. In that event, the Series may convert such currencies into dollars at the then current exchange rate. Under certain |
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circumstances, however, such as where the Series subadviser believes that the applicable rate is unfavorable at the time the currencies are received or the Series subadviser anticipates, for any other reason, that the exchange rate will improve, the Series may hold such currencies for an indefinite period of time.
In addition, a Series may be required to receive delivery of the foreign currency underlying forward foreign currency contracts it has entered into. This could occur, for example, if an option written by the Series is exercised or the Series is unable to close out a forward contract. A Series may hold foreign currency in anticipation of purchasing foreign securities.
A Series may also elect to take delivery of the currencies underlying options or forward contracts if, in the judgment of the Series subadviser, it is in the best interest of the Series to do so. In such instances as well, the Series may convert the foreign currencies to dollars at the then current exchange rate, or may hold such currencies for an indefinite period of time.
While the holding of currencies will permit a Series to take advantage of favorable movements in the applicable exchange rate, it also exposes the Series to risk of loss if such rates move in a direction adverse to the Series position. Such losses could reduce any profits or increase any losses sustained by the Series from the sale or redemption of securities, and could reduce the dollar value of interest or dividend payments received. In addition, the holding of currencies could adversely affect the Series profit or loss on currency options or forward contracts, as well as its hedging strategies.
When a Series effects foreign currency exchange transactions on a spot (i.e., cash) basis at the spot rate prevailing in the foreign exchange market, the Series incurs expenses in converting assets from one currency to another. A Series may also effect other types of foreign currency exchange transactions, which have their own risks and costs. For information about such transactions, please see Foreign Currency Forward Contracts, Futures and Options under Derivatives in this section of the SAI. |
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Foreign Investment Companies |
Some of the countries in which the Series may invest, may not permit, or may place economic restrictions on, direct investment by outside investors. Investments in such countries may be permitted only through foreign government-approved or -authorized investment vehicles, which may include other investment companies. These funds may also invest in other investment companies that invest in foreign securities. Investing through such vehicles may involve frequent or layered fees or expenses and may also be subject to limitation under the 1940 Act. As a shareholder of another investment company, the Series would bear, along with other shareholders, its pro rata portion of the other investment companys expenses, including advisory fees. Those expenses would be in addition to the advisory and other expenses that the Series bears directly in connection with its own operations. For additional information, see Mutual Fund Investing in this section of the SAI. | |||
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Privatizations |
The governments of some foreign countries have been engaged in programs of selling part or all of their stakes in government owned or controlled enterprises (privatizations). Privatizations may offer opportunities for significant capital appreciation. In certain foreign countries, the ability of foreign entities such as the Series to participate in privatizations may be limited by local law, or the terms on which a Series may be permitted to participate may be less advantageous than those for local investors. There can be no assurance that foreign governments will continue to sell companies currently owned or controlled by them or that privatization programs will be successful. | |||
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Funding Agreements |
Each Series may invest in funding agreements, which are insurance contracts between an investor and the issuing insurance company. For the issuer, they represent senior obligations under an insurance product. For the investor, and from a regulatory perspective, these agreements are treated as securities. These agreements, like other insurance products, are backed by claims on the general assets of the issuing entity and rank on the same priority level as other policy holder claims. Funding agreements typically are issued with a one-year final maturity and a variable interest rate, which may adjust weekly, monthly, or quarterly. Some agreements carry a seven-day put feature. A funding agreement without this feature is considered illiquid and will therefore be subject to the Series limitations on investments in illiquid securities. (See Illiquid and Restricted Securities in this section of the SAI.) Funding agreements are regulated by the state insurance board of the state where they are executed. | |||
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Guaranteed Investment Contracts |
Each Series may invest in GICs issued by U.S. and Canadian insurance companies. A GIC requires the investor to make cash contributions to a deposit fund of an insurance companys general account. The insurance company then makes payments to the investor based on negotiated, floating or fixed interest rates. A GIC is a general obligation of the issuing insurance company and not a separate account. The purchase price paid for a GIC becomes part of the general assets of the insurance company, and the contract is paid from the insurance companys general assets. Generally, a GIC is not assignable or transferable without the permission of the issuing insurance company, and an active secondary market in GICs does not currently exist. Therefore, these investments may be deemed to be illiquid, in which case they will be subject to the Series limitations on investments in illiquid securities. (See Illiquid and Restricted Securities in this section of the SAI.) | |||
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Illiquid and Restricted Securities |
Each Series may invest up to 15% of its net assets in securities that are considered illiquid. Historically, illiquid securities have included securities subject to contractual or legal restrictions on resale because they have not been registered under the 1933 Act (restricted securities), securities that are otherwise not readily marketable, such as | |||
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Restricted securities ordinarily can be sold by the Series in secondary market transactions to certain qualified investors pursuant to rules established by the SEC, in privately negotiated transactions to a limited number of purchasers or in a public offering made pursuant to an effective registration statement under the 1933 Act. When registration is required, the Series may be obligated to pay all or part of the registration expenses and a considerable time may elapse between the decision to sell and the sale date. If, during such period, adverse market conditions were to develop, the Series might obtain a less favorable price than the price which prevailed when it decided to sell.
Restricted securities will be priced at fair value as determined in good faith by the Trustees or their delegate. |
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Leverage |
Each Series may employ investment techniques that create leverage, either by using borrowed capital to increase the amount invested, or investing in instruments, including derivatives, where the investment loss can exceed the original amount invested. Certain investments or trading strategies that involve leverage can result in losses that greatly exceed the amount originally invested.
The SEC takes the position that transactions that have a leveraging effect on the capital structure of a mutual fund or are economically equivalent to borrowing can be viewed as constituting a form of borrowing by the fund for purposes of the 1940 Act. These transactions can include buying and selling certain derivatives (such as futures contracts); selling (or writing) put and call options; engaging in sale-buybacks; entering into firm-commitment and stand-by commitment agreements; engaging in when-issued, delayed-delivery, or forward-commitment transactions; and other similar trading practices (additional discussion about a number of these transactions can be found throughout this section of the SAI). As a result, when a Series enters into such transactions the transactions may be subject to the same requirements and restrictions as borrowing. (See Borrowing below for additional information.)
The following are some of the Series permitted investment techniques that are generally viewed as creating leverage for the Series. |
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Borrowing |
A Series ability to borrow money is limited by its investment policies and limitations, by the 1940 Act, and by applicable exemptions, no-action letters, interpretations, and other pronouncements issued from time to time by the SEC and its staff or any other regulatory authority with jurisdiction. Under the 1940 Act, a Series is required to maintain continuous asset coverage (that is, total assets including borrowings, less liabilities exclusive of borrowings) of 300% of the amount borrowed, with an exception for borrowings not in excess of 5% of the Series total assets made for temporary or emergency purposes. Any borrowings for temporary purposes in excess of 5% of the Series total assets must maintain continuous asset coverage. If the 300% asset coverage should decline as a | No Series may borrow money, except (i) in amounts not to exceed one-third of the value of the Series total assets (including the amount borrowed) from banks, and (ii) up to an additional 5% of its total assets from banks or other lenders for temporary purposes. For purposes of this restriction, (a) investment techniques such as margin purchases, short sales, forward commitments, and roll | ||
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result of market fluctuations or for other reasons, a Series may be required to sell some of its portfolio holdings within three days (excluding Sundays and holidays) to reduce the debt and restore the 300% asset coverage, even though it may be disadvantageous from an investment standpoint to sell securities at that time.
Borrowing will tend to exaggerate the effect on net asset value of any increase or decrease in the market value of a Series portfolio. Money borrowed will be subject to interest costs that may or may not be recovered by earnings on the securities purchased. A Series also may be required to maintain minimum average balances in connection with a borrowing or to pay a commitment or other fee to maintain a line of credit; either of these requirements would increase the cost of borrowing over the stated interest rate. |
transactions, (b) investments in instruments such as futures contracts, swaps, and options, and (c) short-term credits extended in connection with trade clearances and settlement shall not constitute borrowing.
The Growth & Income Series may not borrow money except from banks for temporary purposes. |
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Mortgage Dollar-Roll Transactions |
Each Series may enter into mortgage dollar-roll transactions pursuant to which it sells mortgage-backed securities for delivery in the future and simultaneously contracts to repurchase substantially similar securities on a specified future date. During the roll period, the Series foregoes principal and interest paid on the mortgage-backed securities. The Series is compensated for the lost interest by the difference between the current sales price and the lower price for the future purchase (often referred to as the drop) as well as by the interest earned on, and gains from, the investment of the cash proceeds of the initial sale. The Series may also be compensated by receipt of a commitment fee. If the income and capital gains from the Series investment of the cash from the initial sale do not exceed the income, capital appreciation and gain or loss that would have been realized on the securities sold as part of the dollar roll, the use of this technique will diminish the investment performance of the Series compared with what the performance would have been without the use of the dollar roll.
Dollar-roll transactions involve the risk that the market value of the securities the Series is required to purchase may decline below the agreed upon repurchase price of those securities. If the broker/dealer to whom the Series sells securities becomes insolvent, the Series right to purchase or repurchase securities may be restricted. Successful use of dollar rolls may depend upon the Series subadvisers ability to correctly predict interest rates and prepayments. There is no assurance that dollar rolls can be successfully employed. |
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Reverse Repurchase Agreements |
Reverse repurchase agreements are transactions in which the Series sells a security and simultaneously commits to repurchase that security from the buyer, such as a bank or broker-dealer, at an agreed upon price on an agreed upon future date. The resale price in a reverse repurchase agreement reflects a market rate of interest that is not related to the coupon rate or maturity of the sold security. For certain demand agreements, there is no agreed upon repurchase date and interest payments are calculated daily, often based upon the prevailing overnight repurchase rate.
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Generally, a reverse repurchase agreement enables the Series to recover for the term of the reverse repurchase agreement all or most of the cash invested in the portfolio securities sold and to keep the interest income associated with those portfolio securities. Such transactions are only advantageous if the interest cost to the Series of the reverse repurchase transaction is less than the cost of obtaining the cash otherwise. In addition, interest costs on the money received in a reverse repurchase agreement may exceed the return received on the investments made by the Series with those monies. Using reverse repurchase agreements to earn additional income involves the risk that the interest earned on the invested proceeds is less than the expense of the reverse repurchase agreement transaction.
While a reverse repurchase agreement is outstanding, the Series will maintain cash and appropriate liquid assets in a segregated custodial account to cover its obligation under the agreement. A Series will enter into reverse repurchase agreements only with parties that the Series subadviser deems creditworthy. |
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Money Market Instruments |
Each Series may invest in money market instruments, which are high-quality short-term investments. The types of money market instruments most commonly acquired by the Series are discussed below, although each Series is also permitted to invest in other types of money market instruments to the extent consistent with the Series investment limitations and restrictions. | |||
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Bankers Acceptances |
A bankers acceptance is a time draft drawn on a commercial bank by a borrower usually in connection with an international commercial transaction (to finance the import, export, transfer or storage of goods). The borrower, as well as the bank, is liable for payment, and the bank unconditionally guarantees to pay the draft at its face amount on the maturity date. Most acceptances have maturities of six months or less and are traded in secondary markets prior to maturity. | |||
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Certificates of Deposit |
Certificates of deposit are generally short-term, interest-bearing negotiable certificates issued by banks or savings and loan associations against funds deposited in the issuing institution. They generally may be withdrawn on demand but may be subject to early withdrawal penalties which could reduce the Series yield. Deposits subject to early withdrawal penalties or that mature in more than seven days are treated as illiquid securities if there is no readily available market for the securities. | |||
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Commercial Paper |
Commercial paper refers to short-term, unsecured promissory notes issued by corporations to finance short-term credit needs. Commercial paper is usually sold on a discount basis and has a maturity at the time of issuance not exceeding nine months. | |||
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Obligations of Foreign Banks and Foreign Branches of U.S. Banks |
The money market instruments in which the Series may invest include negotiable certificates of deposit, bankers acceptances and time deposits of foreign branches of U.S. banks, foreign banks and their non-U.S. branches (Eurodollars), U.S. branches and agencies of foreign banks (Yankee dollars), and wholly-owned banking-related subsidiaries of foreign banks. For the purposes of each Series investment policies with respect to money market instruments, obligations of foreign branches of U.S. banks and of foreign banks are obligations of the issuing bank and may be general obligations of the parent bank. Such obligations, however, may be limited by the terms of a specific obligation and by government regulation. As with investment in non-U.S. securities in general, investments in the obligations of foreign branches of U.S. banks and of foreign banks may subject a Series to investment risks that are different in some respects from those of investments in obligations of domestic issuers. | Although a Series typically will acquire obligations issued and supported by the credit of U.S. or foreign banks having total assets at the time of purchase of $1 billion or more, this $1 billion figure is not an investment policy or restriction of any Series. For the purposes of calculation with respect to the $1 billion figure, the assets of a bank will be deemed to include the assets of its U.S. and non-U.S. branches. | ||
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Time Deposits |
Time deposits are deposits in a bank or other financial institution for a specified period of time at a fixed interest rate for which a negotiable certificate is not received. | |||
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U.S. Government Obligations |
Securities issued or guaranteed as to principal and interest by the United States Government include a variety of Treasury securities, which differ only in their interest rates, maturities, and times of issuance. Treasury bills have maturities of one year or less. Treasury notes have maturities of one to ten years, and Treasury bonds generally have maturities of greater than ten years.
Agencies of the United States Government which issue or guarantee obligations include, among others, Export-Import Bank of the United States, Farmers Home Administration, Federal Housing Administration, GNMA, Maritime Administration, Small Business Administration and The Tennessee Valley Authority. Obligations of instrumentalities of the United States Government include securities issued or guaranteed by, among others, FNMA, Federal Home Loan Banks, FHLMC, Federal Intermediate Credit Banks, Banks for Cooperatives, and the U.S. Postal Service. Some of these securities are supported by the full faith and credit of the U.S. Government, others are supported by the right of the issuer to borrow from the Treasury, while still others are supported only by the credit of the instrumentality. There is no guarantee that the U.S. Government will provide financial support to its agencies or instrumentalities, now or in the future, if it is not obligated to do so by law. Accordingly, although these securities have historically involved little risk of loss of principal if held to maturity, they may involve more risk than securities backed by the full faith and credit of the U.S. Government because the Series must look principally to the agency or instrumentality issuing or guaranteeing the securities for repayment and may not be able to assert a claim against the United States if the agency or instrumentality does not meet its commitment. |
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The risks associated with investing in other investment companies generally reflect the risks of owning shares of the underlying securities in which those investment companies invest, although lack of liquidity in an investment company could result in its value being more volatile than the underlying portfolio of securities. For purposes of complying with investment policies requiring a Series to invest a percentage of its assets in a certain type of investments (e.g., stocks of small capitalization companies), the Series generally will look through an investment company in which it invests, to categorize the investment company in accordance with the types of investments the investment company holds.
Certain investment companies in which the Series may invest may be considered commodity pools under the CEA and applicable CFTC regulations. If a Series invests in such an investment company, the Series will be required to treat some or all of its holding of the investment companys shares as a commodity interest for the purposes of determining whether the Series is qualified to claim exclusion or exemption from regulation by the CFTC. (See Commodity Interests in this section of the SAI for additional information regarding the implications to the Series of investing in commodity interests.)
Investors in each Series should recognize that when a Series invests in another investment company, the Series will bear its pro rata portion of the other investment companys expenses, including advisory fees, in addition to the expenses the Series bears directly in connection with its own operations. |
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Real Estate Investment Trusts (REITs) |
Each Series may invest in REITs. REITs pool investors funds for investment primarily in income producing commercial real estate or real estate related loans. A REIT is not taxed on income distributed to shareholders if it complies with several requirements relating to its organization, ownership, assets, and income and a requirement that it distribute to its shareholders at least 90% of its taxable income (other than net capital gains) for each taxable year.
REITs can generally be classified as follows:
Equity REITs, which invest the majority of their assets directly in real property and derive their income primarily from rents. Equity REITs can also realize capital gains by selling properties that have appreciated in value.
Mortgage REITs, which invest the majority of their assets in real estate mortgages and derive their income primarily from interest payments.
Hybrid REITs, which combine the characteristics of both equity REITs and mortgage REITs.
REITs are like closed-end investment companies in that they are essentially holding companies. An investor should realize that by investing in REITs indirectly through the Series, he will bear not only his proportionate share of the expenses of |
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the Series, but also, indirectly, similar expenses of the underlying REITs. (See Mutual Fund Investing in this section of the SAI.)
Selecting REITs requires an evaluation of the merits of each type of asset a particular REIT owns, as well as regional and local economics. Due to the proliferation of REITs in recent years and the relative lack of sophistication of certain REIT managers, the quality of REIT assets has varied significantly. The risks associated with REITs are similar to those associated with the direct ownership of real estate. These include declines in the value of real estate, risks related to general and local economic conditions, dependence on management skill, cash flow dependence, possible lack of availability of long-term mortgage funds, over-building, extended vacancies of properties, decreased occupancy rates and increased competition, increases in property taxes and operating expenses, changes in neighborhood values and the appeal of the properties to tenants and changes in interest rates.
Equity REITs may be affected by changes in the value of the underlying properties they own, while mortgage REITs may be affected by the quality of any credit extended. Further, equity and mortgage REITs are dependent upon management skills and generally are not diversified. Equity and mortgage REITs are also subject to potential defaults by borrowers, self-liquidation, and the possibility of failing to qualify for tax-free status of income under the Code and failing to maintain exemption from the 1940 Act. In the event of a default by a borrower or lessee, the REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs associated with protecting its investments. In addition, investment in REITs could cause the Series to possibly fail to qualify as a regulated investment company. (See the Dividends, Distributions and Taxes section of the SAI.) |
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Repurchase Agreements |
Each Series may enter into repurchase agreements by which the Series purchases portfolio securities subject to the sellers agreement to repurchase them at a mutually agreed upon time and price. The repurchase price may be higher than the purchase price, the difference being income to the Series, or the purchase and repurchase price may be the same, with interest payable to the Series at a stated rate together with the repurchase price on repurchase. In either case, the income to the Series is unrelated to the interest rate on the security.
A repurchase agreement must be collateralized by obligations that could otherwise be purchased by the Series (except with respect to maturity), and these must be maintained by the seller in a segregated account for the Series. The value of such collateral will be monitored throughout the term of the repurchase agreement in an attempt to ensure that the market value of the collateral always equals or exceeds the repurchase price (including |
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accrued interest). If the value of the collateral dips below such repurchase price, additional collateral will be requested and, when received, added to the account to maintain full collateralization.
Repurchase agreements will be entered into with commercial banks, brokers and dealers considered by the relevant Series subadviser to be creditworthy. However, the use of repurchase agreements involves certain risks such as default by, or insolvency of, the other party to the transaction. The Series also might incur disposition costs in connection with liquidating the underlying securities or enforcing its rights.
Typically, repurchase agreements are in effect for one week or less, but they may be in effect for longer periods of time. Repurchase agreements of more than seven days duration are subject to each Series limitation on investments in illiquid securities, which means that no more than 15% of the market value of a Series total assets may be invested in repurchase agreements with a maturity of more than seven days and in other illiquid securities. |
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Securities Lending |
Subject to certain investment restrictions, each Series may, subject to the Trustees and Trust Treasurers approval, lend securities from its portfolio to brokers, dealers and financial institutions deemed creditworthy and receive, as collateral, cash or cash equivalents which at all times while the loan is outstanding will be maintained in amounts equal to at least 100% of the current market value of the loaned securities. Any cash collateral will be invested in short-term securities that will increase the current income of the Series lending its securities. A Series will have the right to regain record ownership of loaned securities to exercise beneficial rights such as voting rights and subscription rights. While a securities loan is outstanding, the Series is to receive an amount equal to any dividends, interest or other distributions with respect to the loaned securities. A Series may pay reasonable fees to persons unaffiliated with the Trust for services in arranging such loans.
Even though securities lending usually does not impose market risks on the lending Series, as with any extension of credit, there are risks of delay in recovery of the loaned securities and in some cases loss of rights in the collateral should the borrower of the securities fail financially. In addition, the value of the collateral taken as security for the securities loaned may decline in value or may be difficult to convert to cash in the event that a Series must rely on the collateral to recover the value of the securities. Moreover, if the borrower of the securities is insolvent, under current bankruptcy law, the Series could be ordered by a court not to liquidate the collateral for an indeterminate period of time. If the borrower is the subject of insolvency proceedings and the collateral held might not be liquidated, the result could be a material adverse impact on the liquidity of the lending Series.
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Investment Technique |
Description and Risks | Series-Specific Limitations | ||
| No Series will lend securities having a value in excess of 33 1/3% of its assets, including collateral received for loaned securities (valued at the time of any loan). | ||||
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Short Sales |
Each Series may sell securities short as part of its overall portfolio management strategies involving the use of derivative instruments and to offset potential declines in long positions in similar securities. A short sale is a transaction in which a Series sells a security it does not own or have the right to acquire, or that it owns but does not wish to deliver, in anticipation that the market price of that security will decline. A short sale is against the box to the extent the Series contemporaneously owns, or has the right to obtain at no added cost, securities identical to those sold short. All other short sales are commonly referred to as naked short sales.
When a Series makes a short sale, the broker-dealer through which the short sale is made must borrow the security sold short and deliver it to the party purchasing the security. The Series is required to make a margin deposit in connection with such short sales; the Series may have to pay a fee to borrow particular securities and will often be obligated to pay over any dividends and accrued interest on borrowed securities. If the price of the security sold short increases between the time of the short sale and the time the Series covers its short position, the Series will incur a loss; conversely, if the price declines, the Series will realize a capital gain. Any gain will be decreased, and any loss increased, by the transaction costs described above. The successful use of short selling may be adversely affected by imperfect correlation between movements in the price of the security sold short and the securities being hedged.
If a Series sells securities short against the box, it may protect unrealized gains, but will lose the opportunity to profit on such securities if the price rises. If a Series engages in naked short sales, the Series risk of loss could be as much as the maximum attainable price of the security (which could be limitless) less the price paid by the Series for the security at the time it was borrowed. |
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Special Situations |
Each Series may invest in special situations that the Series subadviser believes present opportunities for capital growth. Such situations most typically include corporate restructurings, mergers, and tender offers.
A special situation arises when, in the opinion of the Series subadviser, the securities of a particular company will, within a reasonably estimable period of time, be accorded market recognition at an appreciated value solely by reason of a development particularly or uniquely applicable to that company and regardless of general business conditions or movements of the market as a whole. Developments creating special situations might include, among others, the following: liquidations, reorganizations, recapitalizations, mergers, or tender offers; material litigation or resolution thereof; technological breakthroughs; and new management |
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|
Investment Technique |
Description and Risks | Series-Specific Limitations | ||
| or management policies. Although large and well-known companies may be involved, special situations often involve much greater risk than is inherent in ordinary investment securities. | ||||
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Temporary Investments |
When business or financial conditions warrant, each Series may assume a temporary defensive position by investing in money-market instruments, including obligations of the U.S. Government and its agencies and instrumentalities, obligations of foreign sovereigns, other debt securities, commercial paper including bank obligations, certificates of deposit (including Eurodollar certificates of deposit) and repurchase agreements. (See Money Market Instruments in this section of the SAI for more information about these types of investments.)
For temporary defensive purposes, during periods in which a Series subadviser believes adverse changes in economic, financial or political conditions make it advisable, the Series may reduce its holdings in equity and other securities and may invest up to 100% of its assets in certain short-term (less than twelve months to maturity) and medium-term (not greater than five years to maturity) debt securities and in cash (U.S. dollars, foreign currencies, or multicurrency units). The short-term and medium-term debt securities in which a Series may invest for temporary defensive purposes will be those that the Series subadviser believes to be of high quality (i.e., subject to relatively low risk of loss of interest or principal). If rated, these securities will be rated in one of the three highest rating categories by rating services such as Moodys or S&P (i.e., rated at least A). |
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Warrants or Rights to Purchase Securities |
Each Series may invest in or acquire warrants or rights to purchase equity or fixed income securities at a specified price during a specific period of time. A Series will make such investments only if the underlying securities are deemed appropriate by the Series subadviser for inclusion in the Series portfolio. Included are warrants and rights whose underlying securities are not traded on principal domestic or foreign exchanges. Warrants and stock rights are almost identical to call options in their nature, use and effect except that they are issued by the issuer of the underlying security, rather than an option writer, and they generally have longer expiration dates than call options. (See Options in this section of the SAI for information about call options.)
Bonds with warrants attached to purchase equity securities have many characteristics of convertible bonds and their prices may, to some degree, reflect the performance of the underlying stock. However, unlike convertible securities and preferred stocks, warrants do not pay a fixed dividend. Bonds also may be issued with warrants attached to purchase additional fixed income securities at the same coupon rate. A decline in interest rates would permit a Series holding such warrants to buy additional bonds at the favorable rate or to sell the warrants at a profit. If interest rates rise, the warrants would generally expire with no value.
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Each of the Growth & Income Series and the International Series may invest up to 5% of its net assets in warrants and stock rights, but no more than 2% of its net assets in warrants and stock rights not listed on the NYSE. | ||
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Investment Technique |
Description and Risks | Series-Specific Limitations | ||
|
A Series may purchase put warrants and call warrants whose values vary depending on the change in the value of one or more specified securities indices (index warrants). Index warrants are generally issued by banks or other financial institutions and give the holder the right, at any time during the term of the warrant, to receive upon exercise of the warrant a cash payment from the issuer based on the value of the underlying index at the time of exercise. In general, if the value of the underlying index rises above the exercise price of the index warrant, the holder of a call warrant will be entitled to receive a cash payment from the issuer upon exercise based on the difference between the value of the index and the exercise price of the warrant; if the value of the underlying index falls, the holder of a put warrant will be entitled to receive a cash payment from the issuer upon exercise based on the difference between the exercise price of the warrant and the value of the index. The holder of a warrant would not be entitled to any payments from the issuer at any time when, in the case of a call warrant, the exercise price is greater than the value of the underlying index or, in the case of a put warrant, the exercise price is less than the value of the underlying index. If a Series were not to exercise an index warrant prior to its expiration, then the Series would lose the amount of the purchase price paid by it for the warrant.
A Series will normally use index warrants in a manner similar to its use of options on securities indices. The risks of the Series use of index warrants are generally similar to those relating to its use of index options. (See Options in this section of the SAI for information about index options.) Unlike most index options, however, index warrants are issued in limited amounts and are not obligations of a regulated clearing agency, but are backed only by the credit of the bank or other institution which issues the warrant. Also, index warrants generally have longer terms than index options. Although a Series will normally invest only in exchange-listed warrants, index warrants are not likely to be as liquid as certain index options backed by a recognized clearing agency. In addition, the terms of index warrants may limit a Series ability to exercise the warrants at such time, or in such quantities, as the Series would otherwise wish to do. |
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When-Issued and Delayed Delivery Transactions |
Each Series may purchase securities on a when-issued or forward commitment basis. These transactions are also known as delayed delivery transactions. (The phrase delayed delivery is not intended to include purchases where a delay in delivery involves only a brief period required by the selling party solely to locate appropriate certificates and prepare them for submission for clearance and settlement in the customary way.) Delayed delivery transactions involve a commitment by the Series to purchase or sell securities at a future date (ordinarily up to 90 days later). The price of the underlying securities (usually expressed in terms of yield) and the date when the securities will be delivered and paid for (the settlement date) are fixed | |||
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|
Investment Technique |
Description and Risks | Series-Specific Limitations | ||
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at the time the transaction is negotiated. When-issued purchases and forward commitments are negotiated directly with the selling party.
When-issued purchases and forward commitments enable the Series to lock in what is believed to be an attractive price or yield on a particular security for a period of time, regardless of future changes in interest rates. For example, in periods of rising interest rates and falling bond prices, the Series might sell debt securities it owns on a forward commitment basis to limit its exposure to falling prices. In periods of falling interest rates and rising prices, the Series might sell securities it owns and purchase the same or similar securities on a when-issued or forward commitment basis, thereby obtaining the benefit of currently higher yields. The Series will not enter into such transactions for the purpose of leverage.
The value of securities purchased on a when-issued or forward commitment basis and any subsequent fluctuations in their value will be reflected in the Series NAV starting on the first business day after the date of the agreement to purchase the securities. The Series will be subject to the rights and risks of ownership of the securities on the agreement date. However, the Series will not earn interest on securities it has committed to purchase until they are paid for and received. A sellers failure to deliver securities to the Series could prevent the Series from realizing a price or yield considered to be advantageous and could cause the Series to incur expenses associated with unwinding the transaction.
When a Series makes a forward commitment to sell securities it owns, the proceeds to be received upon settlement will be included in the Series assets. Fluctuations in the market value of the underlying securities will not be reflected in the Series NAV as long as the commitment to sell remains in effect. Settlement of when-issued purchases and forward commitment transactions generally takes place up to 90 days after the date of the transaction, but the Series may agree to a longer settlement period.
The Series will make commitments to purchase securities on a when-issued basis or to purchase or sell securities on a forward commitment basis only with the intention of completing the transaction and actually purchasing or selling the securities. If deemed advisable as a matter of investment strategy, however, a Series may dispose of or renegotiate a commitment after it is entered into. A Series also may sell securities it has committed to purchase before those securities are delivered to the Series on the settlement date. The Series may realize a capital gain or loss in connection with these transactions.
When a Series purchases securities on a when-issued or forward-commitment basis, the Series will specifically designate on its accounting records securities having a value (determined daily) at least equal to the amount of the Series purchase commitments. These procedures are designed to ensure that each Series will maintain sufficient assets at all times to cover its obligations under when-issued purchases and forward commitments. |
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Fundamental Investment Limitations
The Trusts fundamental policies as they affect any Series cannot be changed without the approval of a vote of a majority of the outstanding shares of such Series, which is the lesser of (i) 67% or more of the voting securities of such Series present at a meeting if the holders of more than 50% of the outstanding voting securities of such Series are present or represented by proxy or (ii) more than 50% of the outstanding voting securities of such Series. A proposed change in fundamental policy or investment objective will be deemed to have been effectively acted upon by any Series if a majority of the outstanding voting securities of that Series votes for the approval of the proposal as provided above, notwithstanding (1) that such matter has not been approved by a majority of the outstanding securities of any other Series affected by such matter and (2) that such matter has not been approved by a majority of the outstanding voting securities of the Trust.
| (1) | A Series may not, with respect to 75% of its total assets, purchase securities of an issuer (other than the U.S. Government, its agencies, instrumentalities or authorities or repurchase agreements collateralized by U.S. Government securities and other investment companies), if: (a) such purchase would, at the time, cause more than 5% of the Series total assets, taken at market value, to be invested in the securities of such issuer; or (b) such purchase would, at the time, result in more than 10% of the outstanding voting securities of such issuer being held by the Series. This restriction does not apply to the Virtus Real Estate Securities Series. |
| (2) |
A Series may not purchase securities in a given industry if, after giving effect to the purchase, more than 25% of its total assets would be invested in the securities of one or more issuers conducting business activities in the same industry (excluding the U.S. Government or its agencies or instrumentalities). This restriction does not apply to the Real Estate Securities Series. In addition, the Strategic Allocation Series may invest more than 25% of its assets in the banking industry. This prohibition shall not apply to the purchase of investment company shares by the Premium AlphaSector SM Series. |
| (3) | A Series may not issue senior securities in contravention of the 1940 Act. Activities permitted by SEC exemptive orders or staff interpretations shall not be deemed prohibited by this restriction. |
| (4) | A Series may not borrow money, except (i) in amounts not to exceed one third of the value of the Series total assets (including the amount borrowed) from banks, and (ii) up to an additional 5% of its total assets from banks or other lenders for temporary purposes. For purposes of this restriction, (a) investment techniques such as margin purchases, short sales, forward commitments, and roll transactions, (b) investments in instruments such as futures contracts, swaps, and options, and (c) short-term credits extended in connection with trade clearances and settlement shall not constitute borrowing. |
| (5) | A Series may not underwrite the securities issued by other persons, except to the extent that, in connection with the disposition of portfolio securities, a Series may be deemed to be an underwriter under the applicable law. |
| (6) | A Series may not purchase or sell real estate, except that a Series may (i) acquire or lease office space for its own use, (ii) invest in securities of issuers that invest in real estate or interests therein, (iii) invest in mortgage-related securities and other securities that are secured by real estate or interests therein, or (iv) hold and sell real estate acquired by the Series as a result of the ownership of securities. |
| (7) | A Series may not lend securities or make any other loans if, as a result, more than 33 1/3% of its total assets would be lent to other parties, except that a Series may purchase debt securities, may enter into repurchase agreements, may lend portfolio securities and may acquire loans, loan participations and assignments (both funded and unfunded) and other forms of debt instruments. |
| (8) | A Series may not purchase or sell commodities or commodity contracts, except a Series may purchase and sell derivatives (including, but not limited to, options, futures contracts and options on futures contracts) whose value is tied to the value of a financial index or a financial instrument or other asset (including, but not limited to, securities indices, interest rates, securities, currencies and physical commodities). |
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Non-Fundamental Investment Limitations
Additional investment limitations adopted by each Series, which may be changed without shareholder approval, are as follows:
| Growth & Income Series | The Series may invest up to 5% of its net assets in warrants and stock rights, but no more than 2% of its net assets in warrants and stock rights not listed on the NYSE. (See Warrants or Rights to Purchase Securities in the More Information About Series Investment Strategies and Related Risks section of this SAI.) | |
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International Series |
The Series may invest up to 5% of its net assets in warrants and stock rights, but no more than 2% of its net assets in warrants and stock rights not listed on the NYSE. (See Warrants or Rights to Purchase Securities in the More Information About Series Investment Strategies and Related Risks section of this SAI.)
The Series also may hedge its foreign currency exchange rate risk by engaging in currency financial futures and options transactions. (See Foreign Currency Forward Contracts, Futures and Options under Derivatives and Foreign Currency Transactions under Foreign Investing in the More Information About Series Investment Strategies and Related Risks section of this SAI.)
The Series may invest in nonconvertible fixed income securities of non-U.S. issuers when the Series subadviser believes that such securities are appropriate for the achievement of the Series investment objective. The nonconvertible fixed income securities may consist of: corporate notes, bonds, debentures and other securities (such as Euro-currency instruments) of non-U.S. issuers that are rated within the three highest rating categories of rating services or, if unrated, are deemed by the adviser to be of comparable credit quality; and securities issued by foreign governments and supranational agencies (such as the World Bank). (See Debt Investing in the More Information About Series Investment Strategies and Related Risks section of this SAI.) |
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| Multi-Sector Fixed Income Series | The Series may only purchase a call option to terminate a previously written call option. (See Options under Derivative Investments in the More Information About Series Investment Strategies and Related Risks section of this SAI.) | |
| Real Estate Securities Series |
The Series will not invest in real estate directly, but only in securities issued by real estate companies. (See Real Estate Investment Trusts (REITs) in the More Information About Series Investment Strategies and Related Risks section of this SAI.) However, the portfolio may be subject to risks similar to those associated with the direct ownership of real estate because of its policy of concentrating in the securities of companies in the real estate industry. These include declines in the value of real estate, risks related to general and local economic conditions, dependence on management skill, cash flow dependence, possible lack of availability of long-term mortgage trusts, overbuilding, extended vacancies of properties, decreased occupancy rates and increased competition, increases in property taxes and operating expenses, changes in neighborhood values and the appeal of the properties to tenants and changes in interest rates.
The Series may invest in debt securities rated BBB or better by Standard & Poors or Baa or better by Moodys or, if not rated, judged to be of comparable quality as determined by the Series subadviser. (See Ratings under Debt Investing in the More Information About Series Investment Strategies and Related Risks section of this SAI.) In choosing debt securities for purchase by the Series, the Series subadviser will employ the same analytical and valuation techniques utilized in managing the equity portion of the Series holdings and will invest in debt securities only of companies that satisfy the Series subadvisers investment criteria. |
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| Strategic Allocation Series |
Immediately after entering into an opening option position, the total value of all open option positions based on exercise price will not exceed 10% of the Series total assets. (See Options under Derivative Investments in the More Information About Series Investment Strategies and Related Risks section of this SAI.)
In addition to the traditional investment techniques for purchasing and selling and engaging in trading, the Series may enter into financial futures and options contracts. (See Futures Contracts and Options on Futures Contracts and Options under Derivative Investments in the More Information About Series Investment Strategies and Related Risks section of this SAI.) |
Application of Investment Limitations
Except as otherwise noted, if any percentage restriction described above for a Series is adhered to at the time of investment, a subsequent increase or decrease in the percentage resulting from a change in the value of the Series assets will not constitute a violation of the restriction. The investment restrictions listed above are not intended to prevent any Series from investing all of its assets in other registered investment companies except as provided by the 1940 Act and the rules promulgated thereunder.
Trustees and Officers
The Board of Trustees of the Trust is responsible for the overall supervision of the Trust and performs the various duties imposed on Trustees by the 1940 Act and Delaware statutory trust law. The Board of Trustees is responsible for the overall supervision of the Series, including establishing the Series policies, general supervision and review of their investment activities. The officers, who administer the Series daily operations, are appointed by the Board of Trustees and generally are employees of the Adviser or one of its affiliates. The current Trustees and officers of the Trust performing a policy-making function and their affiliations and principal occupations for the past five years are set forth below. The Trust has no employees.
Unless otherwise noted, the address of each individual is 100 Pearl Street, Hartford, CT 06103. There is no stated term of office for Trustees or officers of the Trust.
Independent Trustees*
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Name and Year of Birth |
Length of
Time Served |
Number of
|
Principal Occupation(s)
During Past 5 Years |
Other Directorships
During Past 5 Years |
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Thomas J. Brown YOB: 1945 |
Served since 2011. | 9 | Retired. | Director (since 2005), VALIC Company Funds (48 portfolios); Director (since 2010), DYouville Senior Care Center. | ||||
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Roger A. Gelfenbien YOB: 1943 |
Served since 2000. | 9 | Retired. | Director (since 1999), USAllianz Variable Insurance Product Trust (36 portfolios); Director (2003 to 2009), Webster Bank. | ||||
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Eunice S. Groark YOB: 1938 |
Served since 1999. | 9 | Retired. | Director (since 2007), Peoples United Financial Inc. & Peoples UnitedBank; Director (since 1999), Rideshare Corp.; Director (since 1999), CT Humanities Council. | ||||
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John R. Mallin YOB: 1950 |
Served since 1999. | 9 | Partner/Attorney (since 2003), McCarter & English LLP | None. | ||||
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|
Name and Year of Birth |
Length of
Time Served |
Number of
|
Principal Occupation(s)
During Past 5 Years |
Other Directorships
During Past 5 Years |
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|
Hassell H. McClellan YOB: 1945 |
Served since 2008. | 9 | Professor (since 1984), Wallace E. Carroll School of Management, Boston College | Trustee, John Hancock Variable Insurance Trust (since 2005), John Hancock Funds II (since 2005), John Hancock Funds III (since 2012) and John Hancock retail funds (since 2012) (collectively, 234 portfolios); Board of Overseers (2000 to 2008), Tufts University School of Dental Medicine; Director (since 2010), Barnes Group, Inc. (diversified global components manufacturer and logistical services company). | ||||
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Philip R. McLoughlin YOB: 1946 |
Served since 2003. | 63 | Partner (since 2006), Cross Pond Partners, LLC (strategy consulting firm); Managing Director (2009 to 2010), SeaCap Asset Management Fund I, L.P. and SeaCap Partners, LLC (2009 to 2010) (investment management). | Director (since 1991) and Chairman (since 2010), World Trust Fund; Chairman (since 2002) and Trustee (since 1989), Virtus Mutual Funds (44 funds); Director (since 1995), closed-end funds managed by Duff & Phelps Investment Management Co. (4 portfolios); Trustee (since 2011), Virtus Closed-End Funds (2 portfolios); Director (1985 to 2009), Argo Group International Holdings Inc. and its predecessor, PXRE Corporation (insurance). | ||||
| * | Those Trustees listed as Independent Trustees are not interested persons of the Trust, as that term is defined in the 1940 Act. |
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Interested Trustee
|
Name and Year of Birth |
Length of Time Served |
Number of
|
Principal Occupation(s)
During Past 5 Years |
Other Directorships
During Past 5 Years |
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|
George R. Aylward** YOB: 1964 |
President since 2010; Trustee since 2012. | 61 | Director, President and Chief Executive Officer (since 2008), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; various senior officer positions with Virtus affiliates (since 2005). | Chairman, President and Chief Executive Officer (since 2006), The Zweig Closed-End Funds (2 portfolios); Trustee and President (since 2011), Virtus Closed-End Funds (2 portfolios); and Trustee (since 2006), Virtus Mutual Fund Complex (48 portfolios). | ||||
| ** | Mr. Aylward is an interested person as defined in the Investment Company Act of 1940, by reason of his position as President and Chief Executive Officer of Virtus, the ultimate parent company of the Adviser, and various positions with its affiliates including the Adviser. |
Officers of the Trust Who Are Not Trustees
|
Name, Address and Year of Birth |
Position(s) Held with the
|
Principal Occupation(s) During Past 5 Years |
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|
W. Patrick Bradley YOB: 1972 |
Vice President, since 2011; Chief Financial Officer and Treasurer, since 2004. |
Senior Vice President, Fund Services (since 2010), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; various officer positions (since 2006) with Virtus affiliates; Vice President (since 2011), Chief Financial Officer and Treasurer (since 2006), Virtus Mutual Fund Complex; Vice President, Chief Financial Officer and Treasurer (since 2011), Virtus Global Multi-Sector Income Fund and Virtus Total Return Fund; Vice President (since 2012) and Treasurer (Chief Financial Officer) (since 2007), The Zweig Fund, Inc. and Zweig Total Return Fund, Inc.; Vice President and Assistant Treasurer (since 2011), Duff & Phelps Global Utility Income Fund Inc. | ||
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Kevin J. Carr YOB: 1954 |
Vice President, Chief Legal Officer, Counsel and Secretary, since 2010. | Senior Vice President (since 2009), Vice President, Counsel and Secretary (2008 to 2009), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; various senior officer positions (since 2005) with Virtus affiliates; Vice President, Chief Legal Officer, Counsel and Secretary (since 2005), Virtus Mutual Fund Complex; Vice President and Assistant Secretary (since 2012), Vice President, Chief Legal Officer, Counsel and Secretary (2011-2012), Virtus Global Multi-Sector Income Fund and Virtus Total Return Fund; Vice President and Assistant Secretary (since 2012), Secretary and Chief Legal Officer (2005-2012), The Zweig Fund, Inc. and Zweig Total Return Fund, Inc.; Vice President and Assistant Secretary (since 2011), Duff & Phelps Global Utility Income Fund Inc. | ||
|
Nancy J. Engberg YOB: 1956 |
Vice President, since 2010; Chief Compliance Officer, since 2011. |
Vice President (since 2008) and Chief Compliance Officer (2008 to 2011), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; various officer positions (since 2003) with Virtus affiliates; Vice President and Chief Compliance Officer (since 2011), Virtus Mutual Fund Complex; Vice President and Chief Compliance Officer (since 2011), Virtus Global Multi-Sector Income Fund and Virtus Total Return Fund; Vice President and Chief Compliance Officer (since 2012), The Zweig Fund, Inc. and Zweig Total Return Fund, Inc. | ||
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|
Name, Address and Year of Birth |
Position(s) Held with the
|
Principal Occupation(s) During Past 5 Years |
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|
Francis G. Waltman YOB: 1962 |
Senior Vice President, since 2010. | Executive Vice President, Product Development (since 2009), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; various senior officer positions (since 2006) with Virtus affiliates; Senior Vice President (since 2008), Virtus Mutual Fund Complex; Senior Vice President (since 2011), Virtus Global Multi-Sector Income Fund and Virtus Total Return Fund. | ||
Leadership Structure and the Board of Trustees
The Board is currently composed of seven trustees, including six Independent Trustees. In addition to four regularly scheduled meetings per year, the Board holds special meetings either in person or via telephone to discuss specific matters that may require consideration prior to the next regular meeting. As discussed below, the Board has established several standing committees to assist the Board in performing its oversight responsibilities, and each such committee has a chairperson. The Board may also designate working groups or ad hoc committees as it deems appropriate.
The Board has appointed Mr. McLoughlin, an Independent Trustee, to serve in the role of Chairman. The Chairmans primary role is to participate in the preparation of the agenda for meetings of the Board and the identification of information to be presented to the Board with respect to matters to be acted upon by the Board. The Chairman also presides at all meetings of the Board and between meetings generally acts as a liaison with the Trusts service providers, officers, legal counsel, and the other Trustees. The Chairman may perform such other functions as may be requested by the Board from time to time. Except for any duties specified herein or pursuant to the Trusts Agreement and Declaration of Trust or By-laws, or as assigned by the Board, the designation of Chairman does not impose on such Independent Trustee any duties, obligations or liability that is greater than the duties, obligations or liability imposed on such person as a member of the Board, generally.
The Board believes that this leadership structure is appropriate because it allows the Board to exercise informed and independent judgment over matters under its purview, and it allocates areas of responsibility among committees or working groups of Trustees and the full Board in a manner that enhances effective oversight. Mr. McLoughlin previously served as the Chairman and Chief Executive Officer of the company that is now Virtus; however, he is now an Independent Trustee due to (a) the fact that Virtus is no longer affiliated with The Phoenix Companies, Inc. (which was its parent company when Mr. McLoughlin retired), (b) the passage of time and (c) the manner in which Mr. McLoughlin conducts his trusteeship. As a result of this balance, it is believed that Mr. McLoughlin has the ability to provide independent oversight of the Trusts operations within the context of his detailed understanding of the perspective of the Adviser and the Trusts other service providers. The Board therefore considers leadership by Mr. McLoughlin as enhancing the Boards ability to provide effective independent oversight of the Trusts operations and meaningful representation of the shareholders interests.
The Board also believes that having a super-majority of Independent Trustees is appropriate and in the best interest of the Series shareholders. Nevertheless, the Board also believes that having an interested person serve on the Board brings corporate and financial viewpoints that are, in the Boards view, crucial elements in its decision-making process. In addition, the Board believes that Mr. Aylward, who is currently the Chairman and President of the Adviser, and the President and Chief Executive Officer of Virtus, and serves in various executive roles with other affiliates of the Adviser who provide services to the Trust, provides the Board with the Advisers perspective in managing and sponsoring the Virtus Mutual Funds as well as the perspective of other service providers to the Trust. The leadership structure of the Board may be changed at any time and in the discretion of the Board, including in response to changes in circumstances or the characteristics of the Trust.
The Board of Trustees has established several standing committees to oversee particular aspects of the Series management. The members of each Committee are set forth below:
The Audit Committee
The Audit Committee is responsible for overseeing the Series accounting and auditing policies and practices. The Audit Committee reviews the Series financial reporting procedures, their system of internal control, the independent audit process, and the Series procedures for monitoring compliance with investment restrictions and applicable laws and regulations and with the Code of Ethics. The Audit Committee is composed entirely of Independent Trustees; its members are Thomas J. Brown, Roger A. Gelfenbien, Eunice S. Groark, John R. Mallin, Hassell H. McClellan and Philip R. McLoughlin. The Audit Committee met three times during the Trusts last fiscal year.
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The Executive Committee
The function of the Executive Committee is to serve as a delegate of the full Board of Trustees, as well as act on behalf of the Board when it is not in session, subject to limitations as set by the Board. Its members are Eunice S. Groark and John R. Mallin. Each of the members is an Independent Trustee. The Committee did not meet during the Trusts last fiscal year.
The Governance and Nominating Committee
The Governance and Nominating Committee is responsible for developing and maintaining governance principles applicable to the Series, for nominating individuals to serve as Trustees, including as Independent Trustees and annually evaluating the Board and Committees. The Governance and Nominating Committee is composed entirely of Independent Trustees; its members are Thomas J. Brown, Roger A. Gelfenbien, Eunice S. Groark, John R. Mallin, Hassell H. McClellan and Philip R. McLoughlin. The Governance and Nominating Committee met four times during the Trusts last fiscal year.
The Governance and Nominating Committee considers candidates for trusteeship and makes recommendations to the Board with respect to such candidates. There are no specific required qualifications for trusteeship. The committee considers all relevant qualifications of candidates for trusteeship, such as industry knowledge and experience, financial expertise, current employment and other board memberships, and whether the candidate would be qualified to be considered an Independent Trustee. The Board believes that having among its members a diversity of viewpoints, skills and experience and a variety of complementary skills enhances the effectiveness of the Board in its oversight role. The committee considers the qualifications of candidates for trusteeship in this context.
The Board has adopted a policy for consideration of Trustee nominees recommended by shareholders. With regards to such policy, an individual contractholder submitting a nomination must hold for at least two full years 5% of the shares of a Series of the Trust. Shareholder nominees for Trustee will be given the same consideration as any candidate provided the nominee meets certain minimum requirements.
Investment Performance Committee
The Investment Performance Committee monitors and reviews the investment performance of the Series of the Trust. The Investment Performance Committee is composed entirely of Independent Trustees; its members are Thomas J. Brown, Roger A. Gelfenbien, Eunice S. Groark, John R. Mallin, Hassell H. McClellan and Philip R. McLoughlin. The Investment Performance Committee met in person four times during the Trusts last fiscal year.
Board Oversight of Risk Management
As a registered investment company, the Trust is subject to a variety of risks, including investment risks, financial risks, compliance risks and regulatory risks. As part of its overall activities, the Board oversees the management of the Trusts risk management structure by the Trusts Adviser, Administrator, Distributor, officers and others. The responsibility to manage the Series risk management structure on a day-to-day basis is subsumed within the other responsibilities of these parties.
The Board then considers risk management issues as part of its general oversight responsibilities throughout the year at regular meetings of the Board and its committees, and within the context of any ad hoc communications with the Trusts service providers and officers. The Trusts Adviser, subadvisers, Distributor, officers and legal counsel prepare regular reports to the Board that address certain investment, valuation, compliance and other matters, and the Board as a whole or its committees may also receive special written reports or presentations on a variety of risk issues at the request of the Board, a committee, the Chairman or a senior officer.
The Board, through its Investment Performance Committee, receives regular written reports describing and analyzing the investment performance of the Series. In addition, the portfolio managers of the Series and senior management of the Series subadvisers meet with the Board periodically to discuss portfolio performance and answer the Boards questions with respect to portfolio strategies and risks. To the extent that a Series changes a principal investment strategy, the Board generally is consulted in advance with respect to such change.
The Board receives regular written reports from the Trusts Chief Financial Officer that enable the Board to monitor the number of fair valued securities in the Series portfolios, the reasons for the fair valuation and the methodology used to arrive at the fair value. Such reports also include information concerning illiquid securities within the Series portfolios. The Board and/or the Audit Committee may also review valuation procedures and pricing results with the Series independent auditors in connection with the review of the results of the audit of the Series year-end financial statements.
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The Board also receives regular compliance reports prepared by the compliance staff of the Adviser and meets regularly with the Trusts CCO to discuss compliance issues, including compliance risks. As required under applicable rules, the Independent Trustees meet regularly in executive session with the CCO, and the CCO prepares and presents an annual written compliance report to the Board. The CCO, as well as the compliance staff of the Adviser and Virtus, provide the Board with reports on their examinations of functions and processes within the Adviser and the subadvisers that affect the Series. The Board also adopts compliance policies and procedures for the Trust and approves such procedures for the Trusts service providers. The compliance policies and procedures are specifically designed to detect and prevent violations of the federal securities laws.
In its annual review of the Series advisory, subadvisory and distribution agreements, the Board reviews information provided by the Adviser, the Series subadvisers and the Distributor relating to their operational capabilities, financial conditions and resources. The Board may also discuss particular risks that are not addressed in its regular reports and processes.
The Board recognizes that it is not possible to identify all of the risks that may affect the Series or to develop processes and controls to eliminate or mitigate their occurrence or effects. The Board periodically reviews the effectiveness of its oversight of the Series, and the processes and controls in place to limit identified risks. The Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.
Information about Each Trustees Qualification, Experience, Attributes or Skills
In addition to the information set forth above, the following provides further information about each Trustees specific experience, qualifications, attributes or skills. The information in this section should not be understood to mean that any of the Trustees is an expert within the meaning of the federal securities laws.
George R. Aylward
In addition to his positions with the Trust, Mr. Aylward is a Director and the President and Chief Executive Officer of Virtus, the ultimate parent company of the Adviser. He also holds various executive positions with the Adviser, certain Series subadvisers, the Distributor and the Administrator to the Trust, and previously held such positions with the former parent company of Virtus. He therefore has experience in all aspects of the development and management of registered investment companies, and the handling of various financial, staffing, regulatory and operational issues. Mr. Aylward is a certified public accountant and holds an MBA, and he also serves as an officer and director of two closed-end funds managed by an affiliate of the Adviser and two closed-end funds managed by the Adviser.
Thomas J. Brown
Mr. Brown, currently retired, was employed in senior business and accounting roles with financial services companies for over twenty-five years, and he has over fifteen years of experience as a director/trustee of unaffiliated funds.
Roger A. Gelfenbien
Mr. Gelfenbien, currently retired, was employed as an accountant and consultant in the financial services sector for over thirty years, as well as having ten years experience with an unaffiliated fund as a director.
Eunice S. Groark
Mrs. Groark, currently retired, was a sole practitioner attorney for ten years. Mrs. Groark was elected Connecticuts first female Lieutenant Governor in 1990 (in office 1991-1995) and served as Corporation Counsel in Hartford, Connecticut from 1987 to 1990. She also served on the Hartford, Connecticut City Council for four years. Mrs. Groark was a director of a Bank of America predecessor. Mrs. Groark is also currently a director of an unaffiliated bank.
John R. Mallin
Mr. Mallin is a real estate partner and practice group leader for the Real Property Practice Group at McCarter & English LLP. During his career, he has been involved in all aspects of real estate development and financial transactions related to real estate.
Hassell H. McClellan
Mr. McClellan has extensive business experience in advising and consulting with companies to improve the companies management and operations, as well as serving as a business educator at several colleges. Mr. McClellan also has over ten years experience as a director of unaffiliated funds.
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Philip R. McLoughlin
Mr. McLoughlin has extensive investment advisory experience. He was the Chairman (1997-2002) and Chief Executive Officer (1995-2002) for Phoenix Investment Partners, Ltd., (now known as Virtus Investment Partners). He was also the Chief Investment Counsel (1994-2002) for Phoenix Investment Partners, Ltd. and the General Counsel (1983-1988) for Phoenix Mutual Life Insurance Company.
The Board believes that, collectively, the Trustees have the appropriate experience, qualifications, attributes and skills, which allow the Board to operate effectively in governing the Trust and protecting the interests of shareholders. Common attributes to all Trustees are their ability to review, evaluate, question and discuss information provided to them (and to request additional information), to interact effectively with VIA, the subadvisers, the Administrator, the Distributor, and other service providers, the Trusts Chief Financial Officer, Chief Compliance Officer (CCO), Chief Legal Officer and the Trusts independent registered public accounting firm.
Trustees Series Holdings as of December 31, 2012
As of December 31, 2012, none of the Trustees or officers directly own shares of the Series. As of December 31, 2012, The Trustees and officers as a group owned variable contracts that entitled them to give voting instructions with respect to less than 1% of the outstanding shares of the Trust.
Trustee Compensation
Trustees who are not employed by the Adviser or its affiliates receive an annual retainer and fees and expenses for attendance at Board and Committee meetings. Officers and employees of the Adviser of the Series who are interested persons are compensated for their services by the Adviser of the Series, or an affiliate of the Adviser of the Series, and receive no compensation from the Series. The Trust does not have any retirement plan for its Trustees.
For the Trusts fiscal year ended December 31, 2012, the current Trustees received the following compensation:
|
Aggregate Compensation from Trust |
Total Compensation From Trust and Fund Complex Paid to Trustees |
|||
|
Independent Trustees |
||||
| Thomas J. Brown | $68,000 | $68,000 (9 funds) | ||
| Roger A. Gelfenbien | $63,000 | $63,000 (9 funds) | ||
| Eunice S. Groark | $65,000 | $65,000 (9 funds) | ||
| John R. Mallin | $63,000 | $63,000 (9 funds) | ||
| Hassell H. McClellan | $65,000 | $65,000 (9 funds) | ||
| Philip R. McLoughlin | $75,000 | $75,000 (63 funds) | ||
|
Interested Trustee |
||||
| George R. Aylward | None | None | ||
A deferred compensation plan is available to the Trustees. Neither the Trust nor any affiliates provide additional compensation with respect to this deferred compensation plan.
Code of Ethics
The Trust, its Adviser, subadvisers and Distributor have each adopted a Code of Ethics pursuant to Rule 17-j1 under the 1940 Act. Personnel subject to the Codes of Ethics may purchase and sell securities for their personal accounts, including securities that may be purchased, sold or held by the Series, subject to certain restrictions and conditions. Generally, personal securities transactions are subject to preclearance procedures, reporting requirements and holding period rules. The Codes also restrict personal securities transactions in private placements, initial public offerings and securities in which a Series has a pending order. The Trust has also adopted a Senior Management Code of Ethics as required by Section 406 of the Sarbanes-Oxley Act of 2002.
Proxy Voting Policies
The Trust has adopted on behalf of the Series a Policy Regarding Proxy Voting stating the Trusts intention to exercise stock ownership rights with respect to portfolio securities in a manner that is reasonably anticipated to further the best economic interests of shareholders of the Series. The Series have committed to analyze and vote all proxies that are likely to have financial implications, and where appropriate, to participate in corporate
77
governance, shareholder proposals, management communications and legal proceedings. The Series must also identify potential or actual conflicts of interest in voting proxies and must address any such conflict of interest in accordance with the Policy.
The Policy stipulates that the Series Adviser will vote proxies, or delegate such responsibility to a subadviser. The applicable voting party will vote proxies in accordance with this Policy, or its own policies and procedures, which in no event will conflict with the Trusts Policy. The Adviser or applicable subadviser may engage a qualified, independent organization to vote proxies on its behalf (a delegate). Matters that may affect substantially the rights and privileges of the holders of securities to be voted will be analyzed and voted on a case-by-case basis taking into consideration such relevant factors as enumerated in the Policy. The views of management of a portfolio company will be considered.
The Policy specifies certain factors that will be considered when analyzing and voting proxies on certain issues, including, but not limited to:
| |
Corporate Governance Matterstax and economic benefits of changes in the state of incorporation; dilution or improved accountability associated with anti-takeover provisions such as staggered boards, poison pills and supermajority provisions. |
| |
Stock Option and Other Management Compensation Issuesexecutive pay and spending on perquisites, particularly in conjunction with sub-par performance and employee layoffs. |
| |
Social and Corporate Responsibility Issuesthe Adviser or subadviser will generally vote against shareholder social and environmental issue proposals. |
The Series and their delegates seek to avoid actual or perceived conflicts of interest of Series shareholders, on the one hand, and those of the Adviser, subadviser, delegate, Distributor, or any affiliated person of the Series, on the other hand.
Depending on the type and materiality, any conflicts of interest will be handled by (i) relying on the recommendations of an established, independent third party proxy voting vendor; (ii) voting pursuant to the recommendation of the delegate; (iii) abstaining; or (iv) where two or more delegates provide conflicting requests, voting shares in proportion to the assets under management of each delegate. The Policy requires each Adviser/subadviser or delegate to notify the President of the Trust of any actual or potential conflict of interest. No Adviser/subadviser or delegate may waive any conflict of interest or vote any conflicted proxies without the prior written approval of the Board of Trustees or the President of the Trust.
The Policy further imposes certain record keeping and reporting requirements on each Adviser/subadviser or delegate. Information regarding how the Series voted proxies relating to portfolio securities during the most recent 12-month period ending June 30 will be available free of charge by calling, toll-free, 800.367.5877, or on the SECs Web site at www.sec.gov .
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
As of April 1, 2013, the persons who owned of record, or were known by the Trusts to own beneficially, 5% or more of the outstanding shares of any class of the Series included in this SAI are shown in Appendix BPrincipal Shareholders.
Investment Adviser
The investment adviser to each of the Series is Virtus Investment Advisers, Inc., located at 100 Pearl Street, Hartford, Connecticut 06103. VIA, an indirect, wholly-owned subsidiary of Virtus, acts as the investment adviser for over 50 mutual funds and as adviser to institutional clients. VIA has acted as an investment adviser for over 80 years. As of December 31, 2012, VIA had approximately $29.8 billion in assets under management.
VIA began serving as investment adviser to the Trust in November 2010 and currently serves as investment adviser to each of the Series. Prior to November 5, 2010, Phoenix Variable Advisers, Inc. served as investment adviser to each of the Series, except Virtus Premium AlphaSector SM Series, which commenced operation on February 14, 2011.
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Investment Advisory Agreement and Expense Limitation Agreement
The investment advisory agreement, approved by the Board of Trustees, provides that the Trust will bear all costs and expenses (other than those specifically referred to as being borne by the Adviser) incurred in the operation of the Trust. Such expenses include, but shall not be limited to, all expenses incurred in the operation of the Trust and any public offering of its shares, including, among others, interest, taxes, brokerage fees and commissions, fees of Trustees who are not employees of VIA or any of its affiliates, expenses of Trustees, and shareholders meetings, expenses of printing and mailing proxy soliciting material, expenses of the insurance premiums for fidelity and other coverage, expenses of the repurchase and redemption of shares, expenses of the issue and sale of shares (to the extent not borne by VP Distributors under its agreement with the Trust), association membership dues, charges of custodians, transfer agents, dividend disbursing agents and financial agents, and bookkeeping, auditing and legal expenses. The Trust will also pay the fees and bear the expense of registering and maintaining the registration of the Trust and its shares with the SEC and registering or qualifying its shares under state or other securities laws and the expense of preparing and mailing prospectuses and reports to shareholders. If authorized by the Board of Trustees, the Trust will also pay for extraordinary expenses and expenses of a non-recurring nature which may include, but shall not be limited to, the reasonable cost of any reorganization or acquisition of assets and the cost of legal proceedings to which the Trust is a party.
Each Series will pay expenses incurred in its own operation and will also pay a portion of the Trusts general administration expenses allocated on the basis of the asset values of the respective Series.
For managing, or directing the management of, the investments of each Series, VIA is entitled to a fee, payable monthly, at the following annual rates:
|
Series |
Management Fees | |||||
| Premium AlphaSector SM Series | 1.10% | |||||
| Small-Cap Growth Series | 0.85% | |||||
| Small-Cap Value Series | 0.90% | |||||
| First $250 million | Next $250 million | Over $500 million | ||||
| Capital Growth Series | 0.70% | 0.65% | 0.60% | |||
| Growth & Income Series | 0.70% | 0.65% | 0.60% | |||
| International Series | 0.75% | 0.70% | 0.65% | |||
| Multi-Sector Fixed Income Series | 0.50% | 0.45% | 0.40% | |||
| Strategic Allocation Series | 0.60% | 0.55% | 0.50% | |||
| First $1 billion | Next $1 billion | Over $2 billion | ||||
| Real Estate Securities Series | 0.75% | 0.70% | 0.65% | |||
VIA has contractually agreed to reimburse expenses of the Series until at least April 30, 2014, to the extent that total operating expenses, excluding interest, taxes, extraordinary expenses and acquired fund fees and expenses, if any, exceed the maximum total operating expenses of the Series average net assets (the expense caps) listed in the chart below.
|
Series |
Expense Cap |
|
| Virtus Capital Growth Series | ||
| Class A | 1.03% | |
| Virtus Growth & Income Series | ||
| Class A | 0.98% | |
| Virtus International Series | ||
| Class A | 1.23% | |
| Class I | 0.98% | |
| Virtus Multi-Sector Fixed Income Series | ||
| Class A | 0.94% | |
| Class I | 0.69% | |
| Virtus Premium AlphaSector TM Series | ||
| Class A | 1.70% | |
| Class I | 1.45% | |
| Virtus Real Estate Securities Series | ||
| Class A | 1.16% | |
| Class I | 0.91% |
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|
Series |
Expense Cap |
|
| Virtus Small-Cap Growth Series | ||
| Class A | 1.19% | |
| Class I | 0.94% | |
| Virtus Small-Cap Value Series | ||
| Class A | 1.20% | |
| Virtus Strategic Allocation Series | ||
| Class A | 0.98% |
The Adviser also may, at its discretion, from time to time pay for other Series expenses from its own assets, or reduce the management fee of a Series in excess of that required. Any fee reimbursed and/or any Series expense absorbed by the Adviser pursuant to an agreed upon expense cap shall be reimbursed by the Series to the Adviser, if so requested by the Adviser, provided the aggregate amount of the Series current operating expense for such fiscal year does not exceed the applicable limitation on Series expenses.
The investment advisory agreement also provides that the Adviser shall not be liable to the Trust or to any shareholder of the Trust for any error of judgment or mistake of law or for any loss suffered by the Trust or by any shareholder of the Trust in connection with the matters to which the agreement relates, except a loss resulting from willful misfeasance, bad faith, gross negligence or reckless disregard on the part of such Adviser in the performance of its duties thereunder.
Provided it has been approved by a vote of the majority of the outstanding shares of a Series of the Trust which is subject to its terms and conditions, the investment advisory agreement continues from year to year with respect to such Series so long as (1) such continuance is approved at least annually by the Board of Trustees or by a vote of the majority of the outstanding shares of such Series and (2) the terms and any renewal of the agreement with respect to such Series have been approved by the vote of a majority of the Trustees who are not parties to the agreement or interested persons, as that term is defined in the 1940 Act, of the Trust or the Adviser, cast in person at a meeting called for the purpose of voting on such approval. On sixty days written notice and without penalty the agreement may be terminated as to the Trust or as to a Series by the Board of Trustees or by the Adviser and may be terminated as to a Series by a vote of the majority of the outstanding shares of such Series. The Agreement automatically terminates upon its assignment (within the meaning of the 1940 Act). The agreement provides that upon its termination, or at the request of the Adviser, the Trust will eliminate all reference to Virtus from its name, and will not thereafter transact business in a name using the word Virtus.
Adviser Affiliates
George Aylward, Kevin Carr and Frank Waltman, each serve as an officer of the Trust and as an officer and/or director of the Adviser. The other principal executive officers and directors of the Adviser are: Michael Angerthal, Executive Vice President, Chief Financial Officer and a Director; Mark Flynn, Executive Vice President, General Counsel and Assistant Clerk; and David Fusco, Vice President and Chief Compliance Officer.
Advisory Fees
VIA became investment adviser to the Trust effective November 5, 2010. Prior to November 5, 2010, compensation was paid to the prior adviser. VIA and the Trusts predecessor adviser were compensated for the last three calendar years as follows:
|
Gross Advisory Fee ($) |
Advisory Fee Waived and/or Expenses Reimbursed ($) |
Net Advisory Fee ($) |
||||||||||||||||||||||||||||||||||
|
2010 |
2011 |
2012 |
2010 |
2011 |
2012 |
2010 |
2011 |
2012 |
||||||||||||||||||||||||||||
|
Capital Growth Series |
1,540,000 | 1,497,428 | 1,387,103 | (214,000 | ) | (422,960 | ) | (334,433 | ) | 1,326,000 | 1,074,468 | 1,052,670 | ||||||||||||||||||||||||
|
Growth & Income Series |
691,000 | 1,207,111 | 1,035,970 | (171,000 | ) | (448,905 | ) | (335,164 | ) | 520,000 | 758,206 | 700,806 | ||||||||||||||||||||||||
|
International Series |
2,877,000 | 2,737,511 | 2,489,381 | (172,000 | ) | (613,384 | ) | (406,589 | ) | 2,705,000 | 2,124,127 | 2,082,792 | ||||||||||||||||||||||||
| Multi-Sector Fixed Income Series | 1,034,000 | 1,076,071 | 997,774 | (215,000 | ) | (465,829 | ) | (327,079 | ) | 819,000 | 610,242 | 670,695 | ||||||||||||||||||||||||
|
Premium AlphaSector SM Series* |
| 9,518 | 24,445 | | (48,500 | ) | (8,173 | ) | | (38,982 | ) | 16,272 | ||||||||||||||||||||||||
|
Real Estate Securities Series |
844,000 | 806,853 | 796,491 | (12,000 | ) | (133,500 | ) | (95,315 | ) | 832,000 | 673,353 | 701,176 | ||||||||||||||||||||||||
|
Small-Cap Growth Series |
265,000 | 581,453 | 530,961 | (89,000 | ) | (205,285 | ) | (154,620 | ) | 176,000 | 376,168 | 376,341 | ||||||||||||||||||||||||
|
Small-Cap Value Series |
538,000 | 1,296,689 | 1,121,604 | (58,000 | ) | (90,941 | ) | (69,021 | ) | 480,000 | 1,205,748 | 1,052,583 | ||||||||||||||||||||||||
|
Strategic Allocation Series |
950,000 | 903,268 | 842,574 | (171,000 | ) | (330,063 | ) | (252,918 | ) | 779,000 | 573,205 | 589,656 | ||||||||||||||||||||||||
| * |
The Premium AlphaSector SM Series commenced operations on February 2011; therefore, no advisory fees were paid during 2010. |
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Subadvisers and Subadvisory Agreements
VIA has entered into subadvisory agreements with respect to each Series. Each subadvisory agreement provides that VIA will delegate to the respective subadviser the performance of certain of its investment management services under the Investment Advisory Agreement with respect to each of the Series for which that subadviser provides subadvisory services. Each subadviser furnishes at its own expense the office facilities and personnel necessary to perform such services. VIA remains responsible for the supervision and oversight of each subadvisers performance. Each subadvisory agreement will continue in effect from year to year if specifically approved by the Trustees, including a majority of the Independent Trustees.
Aberdeen Asset Management Inc. International Series
AAMIs principal offices are located at 1735 Market Street, 37 th Floor, Philadelphia, PA 19103. AAMI is a wholly-owned subsidiary of Aberdeen, which was founded in 1983 and through subsidiaries operating from offices in Scotland; London, England; Singapore and the United States and elsewhere around the globe, provides investment management services to unit and investment trusts, segregated pension funds and other institutional and private portfolios. As of December 31, 2012, Aberdeen, and its advisory subsidiaries, had approximately $314.3 billion in assets under management. Aberdeens principal offices are located at Bow Bells House, 1 Bread Street, London EC4M 9HH.
AAMI may, as needed, use the resources of its parent, Aberdeen and its parents wholly-owned subsidiaries for implementing certain portfolio transactions and for providing research services. For implementing certain portfolio transactions, providing research and other services with regard to investments in particular geographic areas, for example, AAMI shall engage the services of its affiliates for which such entities shall be paid a fee by AAMI.
For its services as a subadviser, VIA will pay AAMI the following annual subadvisory fee rate (expressed as a percentage of average daily net assets):
|
Series |
Subadvisory Fee (%) |
|||
| International Series | 0.25 | % | ||
Duff & Phelps Investment Management Co. Real Estate Securities Series
Duff & Phelps, 200 S. Wacker Drive, Suite 500, Chicago, IL 60606, is an indirect, wholly-owned subsidiary of Virtus and an affiliate of VIA. Duff & Phelps acts as adviser and subadviser to open- and closed-end funds and as investment adviser to institutions and individuals. As of December 31, 2012, Duff & Phelps had approximately $8.9 billion in assets under management.
For its services as a subadviser, VIA pays Duff & Phelps a fee at the rate of 50% of the gross advisory fee paid by the Series.
Euclid Advisors LLC Growth & Income Series, Premium AlphaSectorSM Series and Strategic Allocation Series (equity portion)
Euclid, located at 1540 Broadway, New York, NY 10036 and 100 Pearl Street, Hartford, CT 06103, is an indirect, wholly-owned subsidiary of Virtus and an affiliate of VIA. Euclid acts as subadviser to mutual funds and as investment adviser to institutions and individuals. As of December 31, 2012, Euclid had approximately $6 billion in assets under management.
For its services as subadviser, VIA pays Euclid the following annual subadvisory fee rates (expressed as a percentage of average daily net assets):
|
Series |
Subadvisory Fee (%) |
|
| Growth & Income Series | 50% of net advisory fee | |
| Premium AlphaSector SM Series | 20% of the net advisory fee | |
| Strategic Allocation Series | 50% of the net advisory fee (equity assets only) |
F-Squared Institutional Advisors, LLC. Premium AlphaSector SM Series
F-Squared, 2221 Washington Street, Suite 201, Newton, MA 02462, has been an investment adviser since 2010 and provides investment management and advisory services to institutional and separately managed accounts. As of December 31, 2012, F-Squared had approximately $7.1 billion in assets under management.
For its services as limited services subadviser, VIA pays F-Squared the following annual subadvisory fee rate (expressed as a percentage of average daily net assets):
|
Series |
Subadvisory Fee (%) |
|
| Premium AlphaSector SM Series | 50% of net advisory fee |
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Kayne Anderson Rudnick Investment Management LLC Capital Growth Series, Small-Cap Growth Series and the Small-Cap Value Series
Kayne is located at 1800 Avenue of the Stars, Los Angeles, CA 90067 and is a wholly-owned indirect subsidiary of Virtus and an affiliate of VIA. Kayne also serves as subadviser for other mutual funds. As of December 31, 2012, Kayne had approximately $6.9 billion in assets under management.
For its services as subadviser, VIA pays Kayne the following annual subadvisory fee rates (expressed as a percentage of average daily net assets):
|
Series |
Subadvisory Fee (%) |
|
| Capital Growth Series | 50% of the net advisory fee | |
| Small-Cap Growth Series | 50% of gross advisory fee | |
| Small-Cap Value Series | 50% of gross advisory fee |
Newfleet Asset Management Multi-Sector Fixed Income Series and Strategic Allocation Series (fixed income portion)
Newfleet, 100 Pearl Street, Hartford, CT, is an indirect, wholly-owned subsidiary of Virtus and an affiliate of VIA. Newfleet acts as subadviser to open- and closed-end funds and as investment adviser to institutions and individuals. As of December 31, 2012, Newfleet had approximately $10.9 billion in assets under management.
For its services as a subadviser, VIA pays Newfleet the following annual subadvisory fee rates (expressed as a percentage of average daily net assets):
|
Series |
Subadvisory Fee (%) |
|
| Multi-Sector Fixed Income Series | 0.20% of average net assets | |
| Strategic Allocation Series | 0.23% of average net assets (fixed income only) |
Subadvisory Fees
The following table shows the dollar amount of fees payable to each subadviser for managing the applicable Series for the fiscal years ended December 31, 2010, 2011 and 2012.
|
Series |
2010 |
2011 |
2012 |
|||||||||
| Capital Growth Series 1 | $ | 770,016 | $ | 710,940 | $ | 693,552 | ||||||
| Growth & Income Series 2 | $ | 224,455 | $ | 133,827 | $ | 517,985 | ||||||
| International Series | $ | 1,368,103 | $ | 933,040 | $ | 844,422 | ||||||
| Multi-Sector Fixed Income Series 3 | $ | 412,307 | $ | 433,292 | $ | 391,626 | ||||||
| Premium AlphaSector SM Series 4 | | $ | 4,759 | $ | 12,222 | |||||||
| Real Estate Securities Series | $ | 422,149 | $ | 403,426 | $ | 398,246 | ||||||
| Small-Cap Growth Series 5 | $ | 158,283 | $ | 290,726 | $ | 265,481 | ||||||
| Small-Cap Value Series 6 | $ | 324,139 | $ | 648,344 | $ | 561,765 | ||||||
| Strategic Allocation Series (fixed income portion) 7 | $ | 145,733 | $ | 137,617 | $ | 126,043 | ||||||
| Strategic Allocation Series (equity portion) 2 | $ | 183,772 | $ | 64,028 | $ | 253,602 | ||||||
| 1 |
Kayne is the subadviser to this Series; under the terms of the Subadvisory Agreement, the subadvisory fee paid to Kayne is reduced by 50% of any reimbursements or waivers by VIA and increased by 50% of any such reimbursements or waivers subsequently recaptured. Newfleet served as the subadviser to the Series from November 5, 2010 to September 30, 2011; Neuberger Berman LLC served as the subadviser to the Series from September 15, 2008 through November 5, 2010. |
| 2 |
Until November 5, 2010, VIA served as a subadviser to these Series; effective November 5, 2010, VIA serves as Adviser. Effective September 30, 2011, Euclid serves as the subadviser to these Series; from November 5, 2010 through September 30, 2011, VIA managed these Series directly. |
| 3 |
Newfleet was appointed as subadviser to this Series on June 17, 2011. Prior to June 2, 2011, Goodwin Capital Advisers, Inc. (Goodwin) subadvised this Series; from June 2 through June 17, 2011, VIA managed this Series directly. |
| 4 |
Premium AlphaSector SM Series commenced operations on February 14, 2011; therefore, no subadvisory fees were paid during 2010. F-Squared serves as a subadviser to this Series; under the terms of the Subadvisory Agreement with F-Squared, the subadvisory fee paid to F-Squared is reduced by 50% of any reimbursements or waivers by VIA and increased by 50% of any such reimbursements or waivers subsequently recaptured. Effective September 30, 2011, Euclid also serves as a subadviser to this Series; under the terms of the |
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| Subadvisory Agreement with Euclid, the subadvisory fee paid to Euclid is reduced by 20% of any reimbursements or waivers by VIA and increased by 20% of any such reimbursements or waivers subsequently recaptured. |
| 5 |
Kayne is the Subadviser to this Series. Neuberger Berman LLC subadvised this Series from September 15, 2008 through November 5, 2010; prior thereto, it was subadvised by Fred Alger Management, Inc. |
| 6 |
Kayne is the Subadviser to this Series. AllianceBernstein L.P. subadvised this Series from May 2, 2009 through November 5, 2010; prior thereto, it was managed by Sanford Bernstein. |
| 7 |
Newfleet was appointed subadviser to this Series on June 17, 2011. Prior to June 2, 2011 Goodwin subadvised the fixed income portion of this Series; from June 2 through June 17, 2011, VIA managed this Series directly. |
Administrator
Effective January 1, 2013, Virtus Fund Services, LLC is the administrator of the Trust. Prior to January 1, 2013, VP Distributors served as the administrator of the Trust. Virtus Fund Services and VP Distributors are indirect, wholly-owned subsidiaries of Virtus and affiliates of the Adviser. For its services as administrator for the fiscal year ended December 31, 2012, VP Distributors received, and for its services as administrator as of the date of this SAI Virtus Fund Services is entitled to receive, an administration fee based upon the average net assets across all Series at the following annual rates:
| First $5 billion | 0.09% | |
| $5 billion to $15 billion | 0.08% | |
| Greater than $15 billion | 0.07% |
For purposes of applying the fee breakpoints, the Trusts average net assets may be aggregated with average net assets of certain other funds in the Fund Complex for which Virtus Fund Services acts as administrator.
The following table shows the dollar amount of fees paid to VP Distributors for the fiscal years ended December 31, 2010, 2011 and 2012, for its administrative services with respect to each Series.
|
Series |
2010 |
2011 |
2012 |
|||||||||
| Capital Growth Series | $188,859 | $177,150 | $156,374 | |||||||||
| Growth & Income Series | $83,433 | $142,775 | $116,810 | |||||||||
| International Series | $333,238 | $307,320 | $266,515 | |||||||||
| Multi-Sector Fixed Income Series | $175,185 | $176,990 | $157,439 | |||||||||
| Premium AlphaSector SM Series* | | $711 | $1,748 | |||||||||
| Real Estate Securities Series | $96,099 | $88,361 | $83,808 | |||||||||
| Small-Cap Growth Series | $26,778 | $56,264 | $49,303 | |||||||||
| Small-Cap Value Series | $46,300 | $119,189 | $98,539 | |||||||||
| Strategic Allocation Series | $140,108 | $131,344 | $120,625 | |||||||||
| * |
The Premium AlphaSector SM Series commenced operations in February 2011; therefore, it paid no administrative fees during 2010. |
Sub-administrative and Accounting Agent
BNY Mellon, 301 Bellevue Parkway, Wilmington, DE 19809, has been retained under a sub-administration agreement by the Administrator to perform certain administrative, fund accounting, tax and financial reporting services for the Trust, for which the Administrator pays BNY Mellon a fee. BNY Mellon is not compensated by the Trust for these services.
Distributor
VP Distributors, a broker-dealer registered with FINRA and which is an indirect, wholly-owned subsidiary of Virtus and an affiliate of the Adviser and certain subadvisers, serves as distributor of the Series shares. The principal office of VP Distributors is located at 100 Pearl Street, Hartford, Connecticut 06103. George R. Aylward, Kevin J. Carr and Nancy J. Engberg, each serve as an officer of the Trust and as an officer for the Distributor.
The Trust and VP Distributors have entered into an underwriting agreement under which VP Distributors has agreed to use its best efforts to find purchasers for Trust shares and the Trust has granted to VP Distributors the exclusive right to purchase from the Series and resell, as principal, shares needed to fill unconditional orders for Series shares. For its services under the underwriting agreement, VP Distributors may receive payments from the Trust pursuant to the Distribution Plan pursuant to Rule 12b-1 under the 1940 Act (the Distribution Plan) described below.
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The Trusts Underwriting Agreement was approved by the Board of Trustees at a Board meeting held on July 27, 2010, and was effective on November 5, 2010. The Underwriting Agreement will remain in effect from year to year provided the Distribution Agreements continuance is approved annually by (i) a majority of the Trustees who are not parties to such agreement or interested persons (as defined in the 1940 Act) of the Trust or a Series and, if applicable, who have no direct or indirect financial interest in the operation of the Distribution Plan or any such related agreement and (ii) either by vote of a majority of the Trustees or a majority of the outstanding voting securities (as defined in the 1940 Act) of the Trust.
Custodian
JPMorgan Chase Bank, N.A., One Chase Manhattan Plaza, 19 th Floor, New York, NY 10005, serves as the custodian (the Custodian) of the Series assets. The Custodian designated by the Board of Trustees holds the securities in the Series portfolios and other assets for safe keeping. The Custodian does not and will not participate in making investment decisions for the Series. The Trust has authorized the Custodian to appoint one or more sub-custodians for the assets of the Series held outside the United States. The securities and other assets of each Series are held by its Custodian or any sub-custodian separate from the securities and assets of each other Series.
Transfer Agent
Under a Transfer Agent Agreement, BNY Mellon acts as transfer agent to the Trust, and as such, performs certain administrative functions related to recording the purchase and redemption of Trust shares and serving as dividend paying agent. For these services, BNY Mellon receives a flat rate from the Series, plus per account fees and certain out-of-pocket charges.
Legal Counsel to the Trust and the Independent Trustees
Sullivan & Worcester, LLP, 1666 K Street, NW Washington, DC 20006, acts as legal counsel to the Trust and its Independent Trustees and reviews certain legal matters for the Trust in connection with the shares offered by the Prospectus.
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP serves as the independent registered public accounting firm for the Trust. PricewaterhouseCoopers LLP audits the Trusts annual financial statements and expresses an opinion thereon. The independent registered public accounting firm also provides other accounting and tax-related services as requested by the Trust from time to time.
The Trust has adopted Distribution Plan for the Class A shares of the Series, to compensate the Distributor for the services it provides and for the expenses it bears under the underwriting agreement. The Distribution Plan provides that the Trust, on behalf of each Series, may pay the Distributor annually up to 0.25% of the average daily net assets of a Series attributable to its shares in respect to activities primarily intended to result in the sale of shares of the Series. Under the terms of the Distribution Plan and the related Underwriting Agreement, each Series is authorized to make payments monthly to the Distributor that may be used to pay or reimburse entities providing distribution and shareholder servicing with respect to the shares of the Series for such entities fees or expenses incurred or paid in that regard. The Distribution Plan is of a type known as a compensation plan because payments are made for services rendered to the Trust with respect to shares of the Series regardless of the level of expenditures by the Distributor. The Trustees will, however, take into account such expenditures for purposes of reviewing operations under the Distribution Plan and in connection with their annual consideration of the Distribution Plans renewal. Expenditures under the Distribution Plan may include, without limitation: (a) the printing and mailing of prospectuses, statements of additional information, any supplements thereto and shareholder reports for prospective Contract owners with respect to the shares of the Series; (b) those relating to the development, preparation, printing and mailing of advertisements, sales literature and other promotional materials describing and/or relating to the shares of the Series; (c) holding seminars and sales meetings designed to promote the distribution of shares of the Series; (d) obtaining information and providing explanations to wholesale and retail distributors of contracts regarding Series investment objectives and policies and other information about the Series, including the performance of the Series; (3) training sales personnel regarding the shares of the Series; and (f) financing any other activity that the Distributor determines is primarily intended to result in the sale of shares of the Series.
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For the fiscal year ended December 31, 2012 and 2011 and for the period November 5, 2010 (implementation date) through December 31, 2010, the Series paid fees under the Distribution Plan (known as 12b-1 fees) in the amount of $3,299,075, $3,615,664 and $583,298, respectively. The Rule 12b-1 payments were used for unaffiliated third party distribution and administration services.
The Distribution Plan and any Rule 12b-1 related agreement that is entered into by the Trust or the Distributor in connection with the Distribution Plan will continue in effect for a period of more than one year only so long as continuance is specifically approved at least annually by vote of a majority of the Trusts Board of Trustees, and of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on the Distribution Plan or any Rule 12b-1 related agreement. In addition, the Distribution Plan and any Rule 12b-1 related agreement may be terminated as to shares of a Series at any time, without penalty, by vote of a majority of the outstanding shares of that Series, or by vote of a majority of the Independent Trustees. The Distribution Plan also provides that it may not be amended to increase materially the amount (up to 0.50% of average daily net assets annually) that may be spent for distribution of shares of any Series without the approval of shareholders of that Series.
The Plan requires that at least quarterly the Board of Trustees of the Trust review a written report with respect to the amounts expended under the Plan and the purposes for which such expenditures were made. While the Plan is in effect, the Trust will be required to commit the selection and nomination of candidates for Independent Trustees to the discretion of other Independent Trustees.
The following table shows Rule 12b-1 fees paid by the Series to VP Distributors for the period ended December 31, 2012. (Prior to May 1, 2013, the Series had only one class of shares, now known as Class A.) The Rule 12b-1 Fees were primarily used to compensate insurance companies for services that they provided.
|
Series |
Rule 12b-1
|
|||
| Capital Growth Series | 495,394 | |||
| Growth & Income Series | 116,722 | |||
| International Series | 844,422 | |||
| Multi-Sector Fixed Income Series | 498,887 | |||
| Premium AlphaSector SM Series | 5,556 | |||
| Real Estate Securities Series | 265,497 | |||
| Small-Cap Growth Series | 156,165 | |||
| Small-Cap Value Series | 312,092 | |||
| Strategic Allocation Series | 351,073 | |||
No interested person of the Trust and no Trustee who is not an interested person of the Trust, as that term is defined in the 1940 Act, had any direct or indirect financial interest in the operation of the Distribution Plan or related agreements.
The Board of Trustees has also adopted a Plan Pursuant to Rule 18f-3 under 1940 Act permitting the issuance of shares in multiple classes.
FINRA regards certain distribution fees as asset-based sales charges subject to FINRA sales load limits. FINRAs maximum sales charge rule may require the Board of Trustees to suspend distribution fees or amend the Distribution Plan.
Other Accounts Managed by Portfolio Managers and Potential Conflicts of Interest
As described in each Series prospectuses, the portfolio manager(s) who are responsible for the Series are
|
Series |
Portfolio Manager(s) |
|
| Capital Growth Series |
Doug Foreman
Gregory Toppe |
|
| Growth & Income Series |
David Dickerson
Carlton Neel |
|
| International Series |
Jamie Cumming
Stephen Docherty Samantha Fitzpatrick Andrew McMenigall Bruce Stout |
|
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|
Series |
Portfolio Manager(s) |
|
| Multi-Sector Fixed Income Series | David L. Albrycht | |
| Premium AlphaSector SM Series |
Howard Present
Amy Robinson |
|
| Small-Cap Growth Series |
Todd Beiley
Jon Christensen |
|
| Small-Cap Value Series |
Julie Kutasov
Robert A. Schwarzkopf Craig Stone |
|
| Real Estate Securities Series |
Geoffrey P. Dybas
Frank J. Haggerty, Jr. |
|
| Strategic Allocation Series |
David L. Albrycht
David Dickerson Carlton Neel |
|
There may be certain inherent conflicts of interest that arise in connection with the portfolio managers management of a Series investments and the investments of any other accounts they manage. The Board of Trustees has adopted on behalf of the Series policies and procedures designed to address any such conflicts of interest to ensure that all transactions are executed in the best interest of the Series shareholders. Each subadviser is required to certify its compliance with these procedures to the Board of Trustees on a quarterly basis. There have been no material compliance issues with respect to any of these policies and procedures during the Series most recent fiscal year.
The following table provides information as of December 31, 2012, regarding all accounts managed by the portfolio managers and portfolio management team members for each of the funds as named in the prospectus. In the table, Registered Investment Companies include all open and closed-end mutual funds. Pooled Investment Vehicles (PIVs) include, but are not limited to, securities of issuers exempt from registration under Section 3(c) of the Investment Company Act, such as private placements and hedge funds. Other accounts would include, but are not limited to, individual managed accounts, separate accounts, institutional accounts, pension funds, collateralized bond obligations and collateralized debt obligations. The portfolio managers managing the Series may also manage or be members of management teams for certain Virtus Mutual Funds or other similar accounts.
|
Registered Investment
Companies |
Other Pooled Investment
Vehicles (PIVs) |
Other
Accounts |
||||||||||||||||||||||
|
Portfolio Manager |
Number of Accounts |
Total Assets |
Number of Accounts |
Total Assets |
Number of Accounts |
Total Assets |
||||||||||||||||||
| David L. Albrycht | 11 | $ | 9 billion | 0 | N/A | 0 | N/A | |||||||||||||||||
| Todd Beiley (2)(3) | 3 | $ | 387 million | 0 | N/A | 316 | 1.31 billion | |||||||||||||||||
| Jon Christensen (2)(3) | 4 | $ | 390 million | 0 | N/A | 300 | $ | 1.34 billion | ||||||||||||||||
| Jamie Cumming | 6 | $ | 1.69 billion | 39 | $ | 19.04 billion | 82 | $ | 27.01 billion | |||||||||||||||
| David Dickerson | 8 | $ | 1.8 billion | 0 | N/A | 0 | N/A | |||||||||||||||||
| Stephen Docherty | 6 | $ | 1.69 billion | 39 | $ | 19.04 billion | 82 | $ | 27.01 billion | |||||||||||||||
| Geoffrey P. Dybas (1)(2) | 4 | $ | 4.6 billion | 1 | $ | 47.4 million | 13 | $ | 345 million | |||||||||||||||
| Samantha Fitzpatrick | 6 | $ | 1.69 billion | 39 | $ | 19.04 billion | 82 | $ | 27.01 billion | |||||||||||||||
| Doug Foreman (2)(3) | 2 | $ | 647 million | 0 | N/A | 71 | $ | 115 million | ||||||||||||||||
| Frank J. Haggerty, Jr. (1)(2) | 4 | $ | 4.6 billion | 1 | $ | 47.4 million | 13 | $ | 345 million | |||||||||||||||
| Julie Kutasov (2)(3) | 3 | $ | 415 million | 0 | N/A | 299 | $ | 1.58 billion | ||||||||||||||||
| Andrew McMenigall | 6 | $ | 1.69 billion | 39 | $ | 19.04 billion | 82 | $ | 27.01 billion | |||||||||||||||
| Carlton Neel | 8 | $ | 1.8 billion | 0 | N/A | 0 | N/A | |||||||||||||||||
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|
Registered Investment
Companies |
Other Pooled Investment
Vehicles (PIVs) |
Other
Accounts |
||||||||||||||||||||||
|
Portfolio Manager |
Number of Accounts |
Total Assets |
Number of Accounts |
Total Assets |
Number of Accounts |
Total Assets |
||||||||||||||||||
| Howard Present | 8 | $ | 4.98 billion | 2 | $ | 673.2 million | 77 | $ | 4.18 billion | |||||||||||||||
| Amy Robinson | 8 | $ | 5 billion | 0 | N/A | 0 | N/A | |||||||||||||||||
| Robert A. Schwarzkopf (2)(3) | 5 | $ | 720 million | 0 | N/A | 564 | $ | 2.86 billion | ||||||||||||||||
| Craig Stone (2)(3) | 4 | $ | 418 million | 0 | N/A | 329 | $ | 1.64 billion | ||||||||||||||||
| Bruce Stout | 6 | $ | 1.69 billion | 39 | $ | 19.04 billion | 82 | $ | 27.01 billion | |||||||||||||||
| Gregory Toppe (2)(3) | 2 | $ | 647 billion | 0 | N/A | 71 | $ | 115 million | ||||||||||||||||
| (1) |
Mr. Dybas and Mr. Haggerty are Portfolio Managers for 4 registered investment companies which include $3.2 billion from a closed-end fund of which $81.9 million are REIT securities. |
| (2) |
None of these accounts are subject to a performance fee. |
| (3) |
These investment professionals function as a team and are not segregated along product lines or by client type. The portfolio managers work on all core equity products and the data shown for these managers reflects firm-level numbers of accounts and assets under management segregated by vehicle type. |
Other Accounts with Performance Based Fees
|
Registered Investment
Companies |
Other Pooled Investment
Vehicles (PIVs) |
Other
Accounts |
||||||||||||||||||||||
|
Portfolio Manager |
Number of Accounts |
Total Assets |
Number of Accounts |
Total Assets |
Number of Accounts |
Total Assets |
||||||||||||||||||
| Jamie Cumming | 0 | N/A | 0 | N/A | 1 | $ | 67.13 million | |||||||||||||||||
| David Dickerson | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
| Stephen Docherty | 0 | N/A | 0 | N/A | 1 | $ | 67.13 million | |||||||||||||||||
| Samantha Fitzpatrick | 0 | N/A | 0 | N/A | 1 | $ | 67.13 million | |||||||||||||||||
| Andrew McMenigall | 0 | N/A | 0 | N/A | 1 | $ | 67.13 million | |||||||||||||||||
| Carlton Neel | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
| Howard Present | 1 | $ | 390 million | 1 | $ | 4.6 million | 4 | $ | 15 million | |||||||||||||||
| Amy Robinson | 1 | $ | 486 million | 0 | N/A | 0 | N/A | |||||||||||||||||
| Bruce Stout | 0 | N/A | 0 | N/A | 1 | $ | 67.13 million | |||||||||||||||||
Description of any Potential Material Conflicts of Interest
AAMI
The portfolio managers management of other accounts may give rise to potential conflicts of interest in connection with their management of the Series investments, on the one hand, and the investments of the other accounts, on the other. The other accounts may have the same investment objective as the Series. Therefore, a potential conflict of interest may arise as a result of the identical investment objectives, whereby the portfolio manager could favor one account over another. However, Aberdeen believes that these risks are mitigated by the facts that (i) accounts with like investment strategies managed by a particular portfolio manager are generally managed in a similar fashion, subject to exceptions to account for particular investment restrictions or policies applicable only to certain accounts, differences in cash flows and account sizes, and similar factors; and (ii) portfolio manager personal trading is monitored to avoid potential conflicts. In addition, Aberdeen has adopted trade allocation procedures that require equitable allocation of trade orders for a particular security among participating accounts.
In some cases, another account managed by the same portfolio manager may compensate Aberdeen based on the performance of the portfolio held by that account. The existence of such a performance-based fee may create additional conflicts of interest for the portfolio manager in the allocation of management time, resources and investment opportunities.
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Another potential conflict could include instances in which securities considered as investments for the Series also may be appropriate for other investment accounts managed by Aberdeen or its affiliates. Whenever decisions are made to buy or sell securities by the Series and one or more of the other accounts simultaneously, Aberdeen may aggregate the purchases and sales of the securities and will allocate the securities transactions in a manner that it believes to be equitable under the circumstances. As a result of the allocations, there may be instances where the Series will not participate in a transaction that is allocated among other accounts. While these aggregation and allocation policies could have a detrimental effect on the price or amount of the securities available to the Series from time to time, it is the opinion of Aberdeen that the benefits from the policies outweigh any disadvantage that may arise from exposure to simultaneous transactions. Aberdeen has adopted policies that are designed to eliminate or minimize conflicts of interest, although there is no guarantee that procedures adopted under such policies will detect each and every situation in which a conflict arises.
Duff & Phelps
There may be certain inherent conflicts of interest that arise in connection with the portfolio managers management of a Series investments and the investments of any other accounts they manage. Such conflicts could include the aggregation of orders for all accounts managed by a particular portfolio manager, the allocation of purchases across all such accounts, the allocation of IPOs and any soft dollar arrangements that the Adviser may have in place that could benefit the Series and/or such other accounts. The Board of Trustees has adopted on behalf of the Series policies and procedures designed to address any such conflicts of interest to ensure that all transactions are executed in the best interest of the Series shareholders. Each subadviser is required to certify its compliance with these procedures to the Board of Trustees on a quarterly basis. There have been no material compliance issues with respect to any of these policies and procedures during the Series most recent fiscal year. Additionally, any conflicts of interest between the investment strategies of a Series and the investment strategies of other accounts managed by portfolio managers are not expected to be material since portfolio managers generally manage funds and other accounts having similar investment strategies.
Euclid Advisers
Please see description under Description of any Potential Material Conflicts of Interest, above.
F-Squared
There may be certain inherent conflicts of interest that arise in connection with the portfolio managers management of the Series investments and the investments of any other accounts he manages. However, because F-Squared provides only limited services to the Series and does not implement portfolio transactions, F-Squareds conflicts of interest with respect to providing services to the Series are expected to be minimal.
Kayne Anderson
Please see description under Description of any Potential Material Conflicts of Interest, above.
Newfleet Asset Management
Please see description under Description of any Potential Material Conflicts of Interest, above.
Interests of Independent Trustees
SEC Release No. 33-7932 requires, among other things, that for certain regulatory filings made after February 15, 2002, mutual fund registrants must disclose potential conflicts of interest involving trustees that could affect their independence. These requirements require disclosure by each Independent Trustee, or their immediate family members, of any direct or indirect interests or material interests, which exceed $120,000, during the two most recently completed calendar years, or which could impact on their independence. An Independent Trustee has agreed to provide the following disclosures in accordance with the referenced release. The Trustee maintains that the existence of these facts or circumstances have not, or do not, in any manner, affect her ability to serve as an impartial and Independent Trustee.
Mrs. Groarks husband, Tom Groark, is Of Counsel to the law firm of Day Pitney LLP. During the last completed calendar year, Day Pitney LLP provided legal services to Virtus affiliates. Mr. Groark did not work on or have any other involvement with any of these matters and they did not have a material effect on his compensation.
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Portfolio Manager Compensation
AAMI
Aberdeens remuneration policies are designed to support our business strategy, as a leading international asset manager. The objective is to attract, retain and reward talented individuals for the delivery of sustained, superior returns for our clients and shareholders. Aberdeen operates in a highly competitive international employment market, and aims to maintain its strong track record of success in developing and retaining talent.
The policy is to recognize corporate and individual achievements each year through an appropriate annual bonus scheme. The aggregate value of awards in any year is dependent on the Aberdeen Groups overall performance and profitability. Consideration is also given to the level so f bonuses paid in the market. Individual awards which are payable to all members of staff are non-pensionable, are determined by a rigorous assessment of achievement against defined objectives.
A long-term incentive plan for key staff and senior employees comprises of a mixture of cash and deferred shares in AAM PLC or select Aberdeen funds (where applicable). Overall compensation packages are designed to be competitive relative to the investment management industry.
Base Salary. Any increase is to reflect inflation and is applied in a manner consistent with other Aberdeen Group employees; any other increases must be justified by reference to promotion or changes in responsibilities. The policy is to pay a fair salary commensurate with the individuals role, responsibilities and experience, and having regard to the market rates being offered for similar roles in the asset management sector and other comparable companies.
Annual Bonus. The Policy is to recognize corporate and individual achievements each year through an appropriate annual bonus scheme. The Aberdeen Remuneration Committee determines the key performance indicators that will be applied in considering the overall size of the bonus pool. In line with practice amongst other asset management companies, individual bonuses are not subject to an absolute cap. However, the aggregate size of the bonus pool is dependent on the Aberdeen Groups overall performance and profitability. Consideration is also given to the levels of bonuses paid in the market. Individual awards are determined by a rigorous assessment of achievement against defined objectives, and are reviewed and approved by the Aberdeen Remuneration Committee.
The deferral policy is intended to assist in the retention of talent and to create additional alignment of executives interests with Aberdeens sustained performance and, in respect of the deferral into funds, managed by Aberdeen, to align the interest of asset managers with our clients.
Staff performance is reviewed formally at least once a year. The review process looks at all of the ways in which an individual has contributed to the Aberdeen Group, and specifically, in the case of portfolio managers, to the relevant investment team. Discretionary bonuses are based on client service, asset growth and the performance of the respective portfolio manager. Overall participation in team meetings, generation of original research ideas and contribution to presenting the team externally are also evaluated.
In the calculation of a portfolio management teams bonus, the Aberdeen Group takes into consideration investment matters (which include the performance of funds, adherence to the company investment process, and quality of company meetings) as well as more subjective issues such as team participation and effectiveness at client presentations. To the extent performance is factored in, such performance is not judged against any specific benchmark and is evaluated over the period of a yearJanuary to December. The pre- or after-tax performance of an individual account is not considered in the determination of a portfolio managers discretionary bonus; rather the review process evaluates the overall performance of the team for all of the accounts they manage.
Portfolio manager performance on investment matters is judged over all of the accounts the portfolio manager contributes to and is documented in the appraisal process. A combination of the teams and individuals performance is considered and evaluated.
Although performance is not a substantial portion of a portfolio managers compensation, the Aberdeen Group also recognizes that fund performance can often be driven by factors outside ones control, such as (irrational) markets, and as such pays attention to the effort by portfolio managers to ensure integrity of our core process by sticking to disciplines and processes set, regardless of momentum and hot themes. Short-terming is thus discouraged and trading-oriented managers will thus find it difficult to thrive in the Aberdeen Groups environment. Additionally, if any of the aforementioned undue risks were to be taken by a portfolio manager, such trend would be identified via Aberdeens dynamic compliance monitoring system.
89
Long-Term Incentives. As part of an effective remuneration package, a long-term incentive plan is used to structure the package so as to retain, motivate, and reward key staff members with a view to improving their performance and thereby increasing the value of the Aberdeen Group for the benefit of shareholders. Long-term incentive plans can be either fund or share based and typically vest over one, two and three year periods.
Duff & Phelps, Euclid, Kayne and Newfleet
Virtus Investment Partners, Inc. and its affiliated investment management firms, including Duff & Phelps, Euclid, Kayne and Newfleet (collectively Virtus), believe that the firms compensation program is adequate and competitive to attract and retain high-caliber investment professionals. Investment professionals at Virtus receive a competitive base salary, an incentive bonus opportunity and a benefit package. Certain professionals who supervise and manage others also participate in a management incentive program reflecting their personal contribution and team performance. Certain key individuals also have the opportunity to take advantage of a Long-Term Incentive Compensation program, including potential awards of Virtus restricted stock units (RSUs) with a multi-year vesting, subject to Virtus board approval, and opportunities to defer their compensation and reduce tax implications.
Following is a more detailed description of the compensation structure.
Base Salary . Each portfolio manager is paid a fixed base salary, which is determined by Virtus and is designed to be competitive in light of the individuals experience and responsibilities. Virtus management uses compensation survey results of investment industry compensation conducted by an independent third party in evaluating competitive market compensation for its investment management professionals.
Incentive Bonus. Incentive bonus pools are based upon individual firm profits and in some instances overall Virtus profitability. The short-term incentive payment is generally paid in cash, but a portion may be made in Virtus RSUs. Individual payments are assessed using comparisons of actual investment performance compared with specific peer group or index measures established at the beginning of each calendar year. Performance of the funds/accounts managed is measured over one-, three- and five-year periods. Generally, an individual managers participation is based on the performance of each fund/account managed as weighted roughly by total assets in each of these funds/accounts. In certain instances comparison of portfolio risk factors to peer or index risk factors, as well as achievement of qualitative goals, may also be components of the individual payment potential.
The Performance Incentive Plan applicable to some portfolio managers varies from the description above. For instance, plans applicable to certain portfolio managers (i) may have an override based upon revenues generated, (ii) may contain a component that is based on the profitability of the management division with which the portfolio manager is associated, or (iii) may contain a guaranteed payout.
Other Benefits . Portfolio managers are also eligible to participate in broad-based plans offered generally to employees of Virtus and its affiliates, including 401(k), health and other employee benefit plans.
F-Squared
Howard Present is both Portfolio Manager for the Premium AlphaSector SM Series as well as CEO of F-Squared. His compensation includes a base salary and bonus, with the bonus comprised of both cash and equity. The determination of the bonus amount is made by the F-Squared Board of Directors, based on Mr. Presents responsibilities as CEO.
Portfolio Manager Series Ownership
|
Portfolio Manager |
Dollar Range of Equity Securities Beneficially Owned in Each
|
|
| David L. Albrycht* |
Multi-Sector Fixed Income Series: $50,001 $100,000
Strategic Allocation Series: $10,001 $50,000 |
| * | Amounts are held in an account which reflects the value of each Series shares; Mr. Albrychts interest in the account is determined by an incremental vesting schedule. |
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BROKERAGE ALLOCATION AND OTHER PRACTICES
In effecting transactions for the Series, the applicable subadviser (throughout this section, Subadviser) adheres to the Trusts policy of seeking best execution and price, determined as described below, except to the extent it is permitted to pay higher brokerage commissions for brokerage and research services as defined herein. The determination of what may constitute best execution and price in the execution of a securities transaction by a broker involves a number of considerations including, without limitation, the overall direct net economic result to the Series (involving both price paid or received and any commissions and other costs paid), the efficiency with which the transaction is effected, the ability to effect the transaction at all where a large block is involved, availability of the broker to stand ready to execute possibly difficult transactions in the future and the financial strength and stability of the broker. Such considerations are judgmental and are weighed by the Subadviser in determining the overall reasonableness of brokerage commissions paid by the Series.
The Subadviser may cause a Series to pay a broker an amount of commission for effecting a securities transaction in excess of the amount of commission which another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker. As provided in Section 28(e) of the Securities Exchange Act of 1934, brokerage and research services include advising as to the value of securities, the advisability of investing in, purchasing or selling securities, the availability of securities or purchasers or sellers of securities; furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts, and effecting securities transactions and performing functions incidental thereto (such as clearance and settlement). Brokerage and research services provided by brokers to the Series are considered to be in addition to and not in lieu of services required to be performed by each Subadviser under its contract with the Trust and may benefit both the Series and other accounts of the Subadviser. Conversely, brokerage and research services provided by brokers to other accounts of the Subadviser may benefit the Series.
If the securities in which a particular Series invests are traded primarily in the over-the-counter market, where possible the Series will deal directly with the dealers who make a market in the securities involved unless better prices and executions are available elsewhere. Such securities may be purchased directly from the issuer. Bonds and money market instruments are generally traded on a net basis and do not normally involve either brokerage commissions or transfer taxes.
The Trust has implemented, and the Board of Trustees has approved, policies and procedures reasonably designed to prevent (i) the Subadvisers personnel responsible for the selection of broker-dealers to effect fund portfolio securities transactions from taking into account, in making those decisions, a broker-dealers promotion or sales efforts, and (ii) the Trust, its Adviser, Subadvisers and Distributor from entering into any agreement or other understanding under which the Series direct brokerage transactions or revenue generated by those transactions to a broker-dealer to pay for distribution of Series shares. These policies and procedures are designed to prevent the Trust from entering into informal arrangements to direct portfolio securities transactions to a particular broker.
The Trust has adopted a policy and procedures governing the execution of aggregated advisory client orders (bunching procedures) in an attempt to lower commission costs on a per-share and per-dollar basis. According to the bunching procedures, a Subadviser shall aggregate transactions unless it believes in its sole discretion that such aggregation is inconsistent with its duty to seek best execution (which shall include the duty to seek best price) for the Series. No advisory account of the Subadviser is to be favored over any other account and each account that participates in an aggregated order is expected to participate at the average share price for all transactions of the Subadviser in that security on a given business day, with all transaction costs share pro rata based on the Series participation in the transaction. If the aggregated order is filled in its entirety, it shall be allocated among the Subadvisers accounts in accordance with the allocation order, and if the order is partially filled, it shall be allocated pro rata based on the allocation order. Notwithstanding the foregoing, the order may be allocated on a basis different from that specified in the allocation order if all accounts of the Subadviser whose orders are allocated receive fair and equitable treatment and the reason for such different allocation is explained in writing and is approved in writing by the Subadvisers compliance officer prior to the execution of the order. If an aggregated order is partially filled and allocated on a basis different from that specified in the allocation order, no account that is benefited by such different allocation may intentionally and knowingly effect any purchase or sale for a reasonable period following the execution of the aggregated order that would result in it receiving or selling more shares than the amount of shares it would have received or sold had the aggregated order been completely filled. The Board of Trustees will review these procedures from time to time as they deem appropriate.
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The following table shows aggregate amount of brokerage commissions paid by each Series. This information is for the past three fiscal years.
|
Aggregate Amount of
Brokerage Commissions ($) |
||||||||||||
| 2010 | 2011 | 2012 | ||||||||||
| Capital Growth Series | 357,256 | 354,615 | 49,364 | |||||||||
| Growth & Income Series | 142,137 | 165,778 | 168,189 | |||||||||
| International Series | 287,088 | 210,220 | 142,432 | |||||||||
| Multi-Sector Fixed Income Series | 1,100 | 140 | 804 | |||||||||
| Premium AlphaSector SM Series | | 1,504 | 2,355 | |||||||||
| Real Estate Securities Series | 67,455 | 33,976 | 36,345 | |||||||||
| Small-Cap Growth Series | 175,145 | 71,114 | 35,241 | |||||||||
| Small-Cap Value Series | 168,255 | 91,209 | 72,425 | |||||||||
| Strategic Allocation Series | 115,723 | 93,379 | 96,110 | |||||||||
Investment decisions for the Trust are made independently from those of the other investment companies or accounts advised by the Subadvisers. It may frequently happen that the same security is held in the portfolio of more than one fund or account. Simultaneous transactions are inevitable when several funds or accounts are managed by the same investment adviser, particularly when the same security is suited for the investment objectives of more than one fund or account. When two or more funds or accounts advised by the Subadviser are simultaneously engaged in the purchase or sale of the same security, the transactions are allocated among the funds or accounts in a manner equitable to each fund or account. It is recognized that in some cases this system could have a detrimental effect on the price or volume of the security as far as the Series are concerned. In other cases, however, it is believed that the ability of the Series to participate in volume transactions will produce better executions for the Series. It is the opinion of the Board of Trustees of the Trust that the desirability of utilizing each Subadviser as an investment adviser to the Series outweighs the disadvantages that may be said to exist from simultaneous transactions.
Securities of Regular Broker-Dealers. The Series are required to identify the securities of their regular brokers or dealers (as defined in Rule 10b-1 under the 1940 Act) or their parent companies held by the Series as of the close of their most recent fiscal year. During the fiscal year ended December 31, 2012, the Series acquired securities of certain of the Series regular broker dealers or the parents of such firms. The aggregate holdings of the Series of those brokers or dealers as of December 31, 2012 (amounts in thousands) were as follows:
|
Series |
Broker/Dealer |
Value ($) |
||||
| Growth & Income Series | Goldman Sachs & Co. | 2,551 | ||||
| JPMorgan Chase & Co. | 3,869 | |||||
| Multi Sector Fixed Income Series | Credit Suisse (USA) Inc. | 1,133 | ||||
| Citigroup Global Markets, Inc. | 1,644 | |||||
| JPMorgan Chase & Co. | 8,757 | |||||
| Bank of America LLC | 810 | |||||
| Barclays Bank Plc | 2,840 | |||||
| Morgan Stanley & Co., Inc. | 1,184 | |||||
| Goldman Sachs & Co. | 845 | |||||
| Citigroup Global Markets, Inc. | 401 | |||||
| JPMorgan Chase & Co. | 595 | |||||
| Strategic Allocation Series | Deutsche Bank Securities, Inc. | 139 | ||||
| Barclays Bank Plc | 1,095 | |||||
| Goldman Sachs & Co. | 469 | |||||
| Bank of America LLC | 604 | |||||
| JPMorgan Chase & Co. | 4,214 | |||||
| Citigroup Global Markets, Inc. | 919 | |||||
| Morgan Stanley & Co., Inc. | 872 | |||||
| JPMorgan Chase & Co. | 2,431 | |||||
| Goldman Sachs & Co. | 1,531 | |||||
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During the fiscal year ended December 31, 2012, the Series directed brokerage transactions to brokers for proprietary and third party research services. The amount of such transactions and related commissions were as follows:
|
Series |
Research Commission Transactions |
Research Commissions |
||||||
| Capital Growth Series | 65,920,121 | 26,548 | ||||||
| Growth & Income Series | 156,894,445 | 115,532 | ||||||
| Premium AlphaSector SM Series | 5,186,984 | 581 | ||||||
| Real Estate Securities Series | 11,623,594 | 15,811 | ||||||
| Small-Cap Growth Series | 14,960,075 | 12,568 | ||||||
| Small-Cap Value Series | 25,424,970 | 18,492 | ||||||
| Strategic Allocation Series | 87,085,128 | 65,475 | ||||||
PURCHASE, REDEMPTION AND PRICING OF SHARES
Purchase of Shares
The Series do not offer their shares to the general public but instead offer shares only to the separate accounts of participating insurance companies. The Trust has entered into an agreement with the insurance company sponsor of each separate account (participation agreement) setting forth the terms and conditions pursuant to which the insurance company will purchase and redeem shares of the Series. For information concerning the purchase of shares of the separate accounts, see the variable contract prospectus.
Redemption of Shares
The Trust will redeem any shares presented by the shareholder accounts for redemption. The accounts policies on when and whether to buy or redeem Trust shares are described in the contract prospectuses.
At the discretion of the Trustees, the Trust may, to the extent consistent with state and federal law, make payment for shares of a particular Series repurchased or redeemed in whole or in part in securities or other assets of such Series taken at current values. Should payment be made in securities, the shareholder accounts may incur brokerage costs in converting such securities to cash.
The right of redemption may be suspended or the payment date postponed for more than seven days only for any period during which trading on the NYSE is closed for other than customary weekend and holiday closings, or when trading on the NYSE is restricted, as determined by the SEC, for any period when an emergency (as defined by rules of the SEC) exists, or during any period when the SEC has, by order, permitted such suspension. In case of a suspension of the right of redemption, the shareholders may withdraw requests for redemption of shares prior to the next determination of NAV after the suspension has been terminated or they will receive payment of the NAV so determined.
The shareholder accounts may receive more or less than was paid for the shares, depending on the NAV of the shares at the time they are repurchased or redeemed.
Pricing of Shares
The NAV per share of each class of each Series generally is determined as of the close of regular trading (normally 4:00 PM eastern time) on days when the NYSE is open for trading. A Series will not calculate its NAV per share class on days when the NYSE is closed for trading.
The NYSE will be closed on the following observed national holidays: New Years Day, Martin Luther King, Jr. Day, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Since the Series do not price securities on weekends or United States national holidays, the NAV of a Series foreign assets may be significantly affected on days when the investor may not be able to purchase or sell shares of the Series. The NAV per share of a Series is determined by adding the values of all securities and other assets of the Series, subtracting liabilities, and dividing by the total number of outstanding shares of the Series. Assets and liabilities are determined in accordance with generally accepted accounting principles and applicable rules and regulations of the SEC. The total liability allocated to a class, plus that classs distribution fee and any other expenses allocated solely to that class, are deducted from the proportionate interest of such class in the assets of the Series, and the resulting amount of each is divided by the number of shares of that class outstanding to produce the NAV per share.
Security valuation procedures for each Series, which include nightly price variance as well as back-testing such as bi-weekly unchanged price, monthly secondary source and transaction analysis, have been approved by the
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Board of Trustees. All internally fair valued securities are approved by a valuation committee (the Valuation Committee) appointed by the Board. The Valuation Committee is comprised of the treasurer and assistant treasurer of the Trust, along with two appointees of the Adviser who are identified to the Board of Trustees. All internally fair valued securities, referred to below, are updated daily and reviewed in detail by the Valuation Committee monthly unless changes occur within the period. The Valuation Committee reviews the validity of any model inputs and any changes to the model when applicable. Internal fair valuations are reviewed by the Board of Trustees at least quarterly.
Each Series utilizes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.
| |
Level 1 quoted prices in active markets for identical securities |
| |
Level 2 prices determined using other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.) |
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Level 3 prices determined using significant unobservable inputs (including the valuation committees own assumptions in determining the fair value of investments) |
The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
A description of the valuation techniques applied to a Series major categories of assets and liabilities measured at fair value on a recurring basis is as follows:
Equity securities are valued at the official closing price (typically last sale) on the exchange on which the securities are primarily traded, or if no closing price is available, at the last bid price and are categorized as Level 1 in the hierarchy. Restricted equity securities and private placements that are not widely traded, are illiquid or are internally fair valued by the valuation committee, are generally categorized as Level 3 in the hierarchy.
Certain non-U.S. securities may be fair valued in cases where closing prices are not readily available or are deemed not reflective of readily available market prices. For example, significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time that non-U.S. markets close (where the security is principally traded) and the time that a Series calculates its NAV that may impact the value of securities traded in these non-U.S. markets. In such cases the Series fair value non-U.S. securities using an independent pricing service which considers the correlation of the trading patterns of the non-U.S. security to the intraday trading in the U.S. markets for investments such as ADRs, financial futures, exchange traded funds, and certain indexes as well as prices for similar securities. Such fair valuations are categorized as Level 2 in the hierarchy. Because the frequency of significant events is not predictable, fair valuation of certain non-U.S. common stocks may occur on a frequent basis.
Debt securities, including restricted securities, are valued based on evaluated quotations received from independent pricing services or from dealers who make markets in such securities. For most bond types, the pricing service utilizes matrix pricing which considers one or more of the following factors: yield or price of bonds of comparable quality, coupon, maturity, current cash flows, type, and current day trade information, as well as dealer supplied prices. These valuations are generally categorized as Level 2 in the hierarchy. Structured debt instruments such as mortgage-backed and asset-backed securities may also incorporate collateral analysis and utilize cash flow models for valuation and are generally categorized as Level 2 in the hierarchy. Pricing services do not provide pricing for all securities and therefore indicative bids from dealers are utilized which are based on pricing models used by market makers in the security and are generally categorized as Level 2 in the hierarchy. Debt securities that are not widely traded, are illiquid, or are internally fair valued by the valuation committee are generally categorized as Level 3 in the hierarchy.
Listed derivatives that are actively traded are valued based on quoted prices from the exchange and are categorized as Level 1 in the hierarchy.
Over-the-counter (OTC) derivative contracts, which include forward currency contracts and equity linked instruments, do not require material subjectivity as pricing inputs are observed from actively quoted markets and are categorized as Level 2 in the hierarchy.
Investments in open-end mutual funds are valued at their closing NAV each business day and are categorized as Level 1 in the hierarchy.
Short-term notes having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market, and are generally categorized as Level 2 in the hierarchy.
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DIVIDENDS, DISTRIBUTIONS AND TAXES
The following discussion of the federal tax status of the Series is a general and abbreviated summary based on tax laws and regulations in effect on the date of this statement of additional information. Tax law is subject to change by legislative, administrative or judicial action.
Qualification as Regulated Investment Company
Each Series is treated as a separate taxpayer for federal income tax purposes. The Trust intends for each Series to elect to be treated as a regulated investment company under Subchapter M of Chapter 1 of the Code and to qualify as a regulated investment company each year. If a Series: (1) continues to qualify as a regulated investment company, and (2) distributes to its shareholders at least 90% of its investment company taxable income (including for this purpose its net ordinary investment income and realized net short-term capital gains) and 90% of its tax-exempt interest income (reduced by certain expenses) (the 90% distribution requirement), which the Trust intends each Series to do, then under the provisions of Subchapter M of the Code the Series should have little or no liability for federal income taxes. In particular, a Series will not be subject to federal income tax on the portion of its investment company taxable income and net capital gain ( i.e., realized net long-term capital gain in excess of realized net short-term capital loss) it distributes to shareholders (or treats as having been distributed to shareholders).
Each Series generally will endeavor to distribute (or treat as deemed distributed) to shareholders all of its investment company taxable income and its net capital gain, if any, for each taxable year so that it will not incur federal income taxes on its earnings.
A Series must meet several requirements to maintain its status as a regulated investment company . These requirements include the following:
| (1) | at least 90% of its gross income for each taxable year must be derived from: |
| a) | dividends, interest, payments with respect to loaned securities, gains from the sale or disposition of securities (including gains from related investments in foreign currencies), and other income (including gains from options, futures or forward contracts) derived with respect to its business of investing in such securities or currencies, and |
| b) | net income derived from an interest in a qualified publicly traded partnership; and |
| (2) | at the close of each quarter of the Series taxable year: |
| a) | at least 50% of the value of the Series total assets must consist of cash, cash items, securities of other regulated investment companies, U.S. Government securities and other securities limited in respect to any one issuer to 5% of the value of the Series assets and to not more than 10% of the outstanding voting securities of any issuer, and |
| b) | the Series must not invest more than 25% of its total assets in the securities of any one issuer (other than U.S. Government securities or the securities of other regulated investment companies), the securities of two or more issuers that are controlled by the Series and that are engaged in the same or similar trades or businesses or related trades or businesses, or the securities of one or more qualified publicly traded partnerships. |
Distributions to Avoid Federal Excise Tax
A regulated investment company generally must distribute in each calendar year an amount equal to at least the sum of: (1) 98% of its ordinary taxable income for the year, (2) 98.2% of its capital gain net income for the 12 months ended on October 31 of that calendar year, and (3) any ordinary income or net capital gain income not distributed for prior years (the excise tax avoidance requirements). To the extent that a regulated investment company fails to do this, it is subject to a 4% nondeductible federal excise tax on undistributed earnings. However, the excise tax does not apply to a regulated investment company, whose only shareholders during the year are segregated asset accounts of life insurance companies supporting variable life insurance contracts or variable annuity contracts, certain qualified trusts, or parties that contributed in aggregate $250,000 or less in seed money to the Series. The Trust intends that each Series will either qualify for this exception or will make sufficient distributions each year to satisfy the excise tax avoidance requirements.
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Section 817(h) Diversification Requirements
Each Series also intends to comply with Section 817(h) of the Code and the regulations issued thereunder, which impose certain investment diversification requirements on life insurance companies separate accounts that are used to support variable life insurance contracts and variable annuity contracts. A separate account may meet these requirements by investing solely in the shares of a regulated investment company registered under the 1940 Act as an open-end management investment company (such as the Series) provided that such regulated investment company satisfies the diversification requirements (as well as certain other requirements) of Section 817(h) of the Code and the regulations issued thereunder. These requirements are in addition to the diversification requirements of subchapter M and the 1940 Act, and may affect the securities in which a Series may invest. In order to comply with future requirements of Section 817(h) (or related provisions of the Code), a Series may be required, for example, to alter its investment objectives.
The Section 817(h) requirements place certain limitations on the assets of each separate account (or underlying regulated investment company) that may be invested in securities of a single issuer. Specifically, the regulations provide that, except as permitted by a safe harbor described below, as of the end of each calendar quarter, or within 30 days thereafter:
| |
no more than 55% of a Series total assets may be represented by any one investment |
| |
no more than 70% by any two investments |
| |
no more than 80% by any three investments |
| |
no more than 90% by any four investments |
Section 817(h) provides, as a safe harbor, that a separate account (or underlying regulated investment company) will be treated as being adequately diversified if the diversification requirements under subchapter M are satisfied and no more than 55% of the value of the accounts total assets are cash and cash items, government securities, and securities of other regulated investment companies. For purposes of Section 817(h), all securities of the same issuer, all interests in the same real property project, and all interests in the same commodity are treated as a single investment. In addition, each U.S. Government agency or instrumentality is treated as a separate issuer, while the securities of a particular foreign government and its agencies, instrumentalities, and political subdivisions are considered securities issued by the same issuer.
Compliance with Applicable Requirements
If for any taxable year a Series fails to qualify as a regulated investment company or fails to satisfy the 90% distribution requirement, then all of its taxable income becomes subject to federal, and possibly state, income tax at regular corporate rates (without any deduction for distributions to its shareholders). In addition, if for any taxable year a Series fails to qualify as a regulated investment company, owners of variable life insurance contracts and variable annuity contracts who have indirectly invested in the Series might be taxed currently on the investment earnings under their contracts and thereby lose the benefit of tax deferral. Likewise, if a Series fails to comply with the diversification (or other) requirements of section 817(h) of the Code and the regulations thereunder, owners of variable life insurance contracts and variable annuity contracts who have indirectly invested in the Series might be taxed on the investment earnings under their contracts and thereby lose the benefit of tax deferral. Accordingly, compliance with the above requirements is carefully monitored by the Series investment adviser, subadvisers and administrator, and each Series intends to comply with these requirements as they exist or as they may be modified from time to time. Compliance with the tax requirements described above may result in lower total return for a Series than would otherwise be the case, since, to comply with the above requirements, the investments utilized (and the time at which such investments are entered into and closed out) may be different from what the Series investment adviser and subadvisers might otherwise select.
Investments in Foreign Securities
Investment income received from sources within foreign countries, or capital gains earned by a Series investing in securities of foreign issuers, may be subject to foreign income taxes withheld at the source. In this regard, withholding tax rates in countries with which the United States does not have a tax treaty are often as high as 35% or more. The United States has entered into tax treaties with many foreign countries that may entitle a Series to a reduced rate of tax or exemption from tax on this related income and gains. The effective rate of foreign tax cannot be determined at this time since the amount of a Series assets to be invested within various countries is not now known. The Trust intends that each Series will operate so as to qualify for applicable treaty-reduced rates of tax where available.
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If a Series acquires stock in certain foreign corporations that receive at least 75% of their annual gross income from passive sources (such as interest, dividends, rents, royalties or capital gain) or hold at least 50% of their total assets in investments producing such passive income (passive foreign investment companies), that Series could be subject to federal income tax and additional interest charges on excess distributions received from such companies or gain from the sale of stock in such companies, even if all income or gain actually received by the Series is timely distributed to its shareholders. The Series would not be able to pass through to its shareholders any credit or deduction for such a tax. Certain elections may, if available, ameliorate these adverse tax consequences, but any such election requires the applicable Series to recognize taxable income or gain without the concurrent receipt of cash. Any Series that acquires stock in foreign corporations may limit and/or manage its holdings in passive foreign investment companies to minimize its tax liability.
Foreign exchange gains and losses realized by a Series in connection with certain transactions involving non-dollar debt securities, certain foreign currency futures contracts, foreign currency option contracts, foreign currency forward contracts, foreign currencies, or payables or receivables denominated in a foreign currency are subject to Code provisions that generally treat such gains and losses as ordinary income and losses and may affect the amount, timing and character of distributions to shareholders. Any such transactions that are not directly related to a Series investment in securities (possibly including speculative currency positions or currency derivatives not used for hedging purposes) could, under future Treasury regulations, produce income not among the types of qualifying income from which the Series must derive at least 90% of its annual gross income.
Investments with Original Issue Discount
Each Series that invests in certain payment-in-kind instruments, zero coupon securities or certain deferred interest securities (and, in general, any other securities with original issue discount or with market discount if the Series elects to include market discount in current income) must accrue income on such investments prior to the receipt of the corresponding cash. However, because each Series must meet the 90% distribution requirement to qualify as a regulated investment company , a Series may have to dispose of its portfolio investments under disadvantageous circumstances to generate cash, or may have to leverage itself by borrowing the cash, to satisfy distribution requirements.
Options, Futures, and Swaps
A Series transactions in options contracts and futures contracts are subject to special provisions of the Code that, among other things, may affect the character of gains and losses realized by the Series (that is, may affect whether gains or losses are ordinary or capital), accelerate recognition of income to the Series and defer losses of the Series. These rules (1) could affect the character, amount and timing of distributions to shareholders of a Series, (2) could require the Series to mark to market certain types of the positions in its portfolio (that is, treat them as if they were closed out) and (3) may cause the Series to recognize income without receiving cash with which to make distributions in amounts necessary to satisfy the 90% distribution requirement and the excise tax avoidance requirements described above. To mitigate the effect of these rules and prevent disqualification of a Series as a regulated investment company, the Trust seeks to monitor transactions of each Series, seeks to make the appropriate tax elections on behalf of each Series and seeks to make the appropriate entries in each Series books and records when the Series acquires any option, futures contract or hedged investment.
The federal income tax rules applicable to interest rate swaps, caps and floors are unclear in certain respects, and a Series may be required to account for these transactions in a manner that, in certain circumstances, may limit the degree to which it may utilize these transactions.
Investor Taxation
Under current law, owners of variable life insurance contracts and variable annuity contracts who are indirectly invested in a Series generally are not subject to federal income tax on Series earnings or distributions or on gains realized upon the sale or redemption of Series shares until they are withdrawn from the contract. For information concerning the federal income tax consequences to the owners of variable life insurance contracts and variable annuity contracts, see the prospectuses for such contracts.
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Performance information for the Series (and either class of the Series) may be included in advertisements, sales literature or reports to shareholders or prospective investors. Performance information in advertisements and sales literature may be expressed as a yield of a class of shares and as a total return of a class of shares.
Advertisements, sales literature and other communications may contain information about the Series and their subadvisers current investment strategies and management style. Current strategies and style may change to allow the Series to respond quickly to changing market and economic conditions. From time to time the Series may include specific portfolio holdings or industries in such communications. To illustrate components of overall performance, each Series may separate its cumulative and average annual returns into income and capital gains components.
Performance information reflects only the performance of a hypothetical investment in each class during the particular time period on which the calculations are based. Performance information should be considered in light of a Series investment objectives and policies, characteristics and quality of the portfolio, and the market condition during the given time period, and should not be considered as a representation of what may be achieved in the future.
The fiscal year of the Trust ends on December 31. The Trust prepares financial statements at least semiannually, and the participating insurance companies have agreed to send copies of such financial statements to every contract owner or policy owner having an interest in the accounts. An annual report containing financial statements audited by the Trusts independent registered public accounting firm, PricewaterhouseCoopers LLP, will be sent to such contract owners and policy owners each year and is available without charge upon request.
The Series financial statements for the Trusts fiscal year ended December 31, 2012, appearing in the Series 2012 Annual Report to Shareholders, are incorporated herein by reference.
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APPENDIX A DESCRIPTION OF RATINGS
Moodys Investors Service, Inc.
Aaa: Bonds that are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as gilt edge. Interest payments are protected by a large or exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.
Aa: Bonds that are rated Aa are judged to be of high quality by all standards. Together with the Aaa group the comprise what are generally known as high grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuations of protective elements may be of greater amplitude or there may be other elements present which make the long-term risks appear somewhat larger than in Aaa securities.
A: Bonds that are rated A possess many favorable investment attributes and are to be considered as upper medium grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present which suggest a susceptibility to impairment sometime in the future.
Baa: Bonds that are rated Baa are considered as medium grade obligations, i.e., they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.
Moodys also provides credit ratings for preferred stocks. Preferred stock occupies a junior position to bonds within a particular capital structure.
aaa: An issue that is rated aaa is considered to be a top-quality preferred stock. This rating indicates good asset protection and the least risk of dividend impairment within the universe of preferred stocks.
aa: An issue that is rated aa is considered a high-grade preferred stock. This rating indicates that there is a reasonable assurance that earnings and asset protection will remain relatively well maintained in the foreseeable future.
a: An issue that is rated a is considered to be an upper-medium grade preferred stock. While risks are judged to be somewhat greater than in the aaa and aa classifications, earnings and asset protections are, nevertheless, expected to be maintained at adequate levels.
baa: An issue that is rated baa is considered to be a medium grade preferred stock, neither highly protected nor poorly secured. Earnings and asset protection appear adequate at present but may be questionable over any great length of time.
Moodys ratings for municipal notes and other short-term loans are designated Moodys Investment Grade (MIG). This distinction is in recognition of the differences between short-term and long-term credit risk. Loans bearing the designation MIG 1 are of the best quality, enjoying strong protection by establishing cash flows of funds for their servicing or by established and broad-based access to the market for refinancing, or both. Loans bearing the designation MIG 2 are of high quality, with margins of protection ample although not so large as in the preceding group. A short term issue having a demand feature (i.e., payment relying on external liquidity and usually payable on demand rather than fixed maturity dates) is differentiated by Moodys with the use of the Symbol VMIG, instead of MIG.
Standard & Poors Corporation
AAA: Bonds rated AAA have the higher rating assigned by Standard & Poors Corporation. Capacity to pay interest and repay principal is extremely strong.
AA : Bonds rated AA have a very strong capacity to pay interest and repay principal and differ from the higher rated issues only in small degree.
A: Bonds rated A have a very strong capacity to pay interest and repay principal, although they are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than bonds in higher rated categories.
BBB: Bonds rated BBB are regarded as having an adequate capacity to pay interest and repay principal. Whereas they normally exhibit adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for bonds in this category than in higher rated categories.
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S&Ps top ratings for municipal notes issued after July 29, 1984 are SP-1 and SP-2. The designation SP-1 indicates a very strong capacity to pay principal and interest. A + is added for those issues determined to possess overwhelming safety characteristics. An SP-2 designation indicates a satisfactory capacity to pay principal and interest.
Commercial paper rated A-2 or better by S&P is described as having a very strong degree of safety regarding timeliness and capacity to repay. Additionally, as a precondition for receiving an S&P commercial paper rating, a bank credit line and/or liquid assets must be present to cover the amount of commercial paper outstanding at all times.
The Moodys Prime-2 rating and above indicates a strong capacity for repayment of short-term promissory obligations.
100
APPENDIX B CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS
Control Persons
Phoenix Life Insurance Company (Phoenix), PHL Variable Insurance Company (PHL Variable) and Jefferson National Life Insurance Co. (Jefferson National), offer variable insurance and annuity products, and VP Distributors, LLC are control persons of certain Series of the Trust.
Phoenix (a New York insurance company) is a direct, wholly owned subsidiary of The Phoenix Companies, Inc. (PNX). PHL Variable (a Connecticut insurance company) is an indirect, wholly-owned subsidiary of PNX. Jefferson National (a Texas insurance company) is a wholly-owned subsidiary of Jefferson National Financial Corp. The addresses of these control persons are listed in the table below. VP Distributors provided the initial capital for Virtus Premium AlphaSector SM Series and continues to own shares of that Series.
A shareholder owning of record or beneficially more than 25% of a Series outstanding shares may be considered a controlling person. That Shareholders vote could have a more significant effect on matters presented at a Shareholders meeting than votes of other Shareholders.
Principal Shareholders
The following table sets forth information for the Class A shares of the Series as of April 1, 2013 with respect to each person who owns of record or is known by the Trust to own of record or beneficially own 5% or more of any class of any Series outstanding securities, as noted. Because Class I shares of the Series were not offered prior to the date of this SAI, there is no beneficial ownership to report.
|
Name and Address |
Name of Fund |
Percentage of Class Outstanding (%) |
||
|
Jefferson National Life Insurance Co C/O Carla Higgs 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
Premium AlphaSector SM Series | 84.80% | ||
|
PHL Variable Insurance Co PHLVIC C/O Peter Hosner 31 Tech Valley Drive East Greenbush, NY 12061-4134 |
Capital Growth Series Multi-Sector Fixed Income Series Strategic Allocation Series International Series Real Estate Securities Series Growth and Income Series Small-Cap Value Series Small-Cap Growth Series |
18.07%
62.43% 19.43% 72.59% 65.97% 52.25% 69.79% 41.76% |
||
|
Phoenix Life Insurance Co PLIC C/O Peter Hosner 31 Tech Valley Drive East Greenbush, NY 12061-4134 |
Capital Growth Series Multi-Sector Fixed Income Series Strategic Allocation Series International Series Real Estate Securities Series Growth and Income Series Small-Cap Value Series Small-Cap Growth Series |
81.87%
33.34% 80.55% 26.70% 32.21% 47.38% 30.05% 58.12% |
||
|
VP Distributors LLC Attn David Hanley 100 Pearl Street, Floor 8 Hartford, CT 06103-4500 |
Premium AlphaSector SM Series | 15.20% | ||
101
VIRTUS VARIABLE INSURANCE TRUST
PART COTHER INFORMATION
| Item 28. | Exhibits |
| (a) | Agreement and Declaration of Trust (establishing the Delaware statutory trust into which the Registrant reorganized effective February 14, 2011) dated January 3, 2011, filed via EDGAR with Post-Effective Amendment No. 62 (File No. 033-05033) on February 14, 2011. |
| (b) | Bylaws of Virtus Variable Insurance Trust, adopted January 3, 2011, filed via EDGAR with Post-Effective Amendment No. 62 (File No. 033-05033) on February 14, 2011. |
| (c) | See Articles III and V of the Agreement and Declaration of Trust; and Article II of the Bylaws. |
| (d) | Investment Advisory Contracts. |
| 1. | Investment Advisory Agreement between Registrant and Virtus Investment Advisers, Inc. (VIA) dated November 5, 2010, on behalf of Capital Growth Series, Growth & Income Series, International Series, Multi-Sector Fixed Income Series, Real Estate Securities Series, Small-Cap Growth Series, Small-Cap Value Series and Strategic Allocation Series, filed via EDGAR with Post-Effective Amendment No. 61 (File No. 033-05033) on December 1, 2010. |
| a) | First Amendment to Investment Advisory Agreement between Registrant and VIA effective as of February 14, 2011, on behalf of Premium AlphaSector Series, filed via EDGAR with Post-Effective Amendment No. 66 (File No. 033-05033) on April 24, 2012. |
| 2. | Subadvisory Agreement between Newfleet Asset Management, LLC (Newfleet) (formerly SCM Advisors, LLC) and VIA dated June 17, 2011, on behalf of the Multi-Sector Fixed Income Series and Strategic Allocation Series, filed via EDGAR with Post-Effective Amendment No. 66 (File No. 033-05033) on April 24, 2012. |
| 3. | Subadvisory Agreement between Aberdeen Asset Management, Inc. (Aberdeen) and VIA dated November 5, 2010, on behalf of the International Series, filed via EDGAR with Post-Effective Amendment No. 61 (File No. 033-05033) on December 1, 2010. |
| 4. | Subadvisory Agreement between Euclid Advisors, LLC (Euclid) and VIA dated September 30, 2011, on behalf of the Growth & Income Series, Premium AlphaSector Series and Strategic Allocation Series, filed via EDGAR with Post-Effective Amendment No. 66 (File No. 033-05033) on April 24, 2012. |
| 5. | Subadvisory Agreement between Duff & Phelps Investment Management Co. (DPIM) and VIA dated November 5, 2010, on behalf of the Real Estate Securities Series, filed via EDGAR with Post-Effective Amendment No. 61 (File No. 033-05033) on December 1, 2010. |
| 6. | Subadvisory Agreement between Kayne Anderson Rudnick Investment Management, LLC (Kayne) and VIA dated November 5, 2010, on behalf of the Small-Cap Growth Series and the Small-Cap Value Series, filed via EDGAR with Post-Effective Amendment No. 61 (File No. 033-05033) on December 1, 2010. |
| a)* | ( Corrected ) First Amendment to Subadvisory Agreement between Kayne and VIA dated September 30, 2011, on behalf of the Capital Growth Series, filed via EDGAR herewith. |
| 7. | Subadvisory Agreement between F-Squared Institutional Advisors, LLC (F-Squared) and VIA effective as of February 14, 2011, on behalf of the Premium AlphaSector Series, filed via EDGAR with Post-Effective Amendment No. 66 (File No. 033-05033) on April 24, 2012. |
| (e) |
| 1. | Underwriting Agreement between Registrant and VP Distributors, Inc. (now known as VP Distributors, LLC, VP Distributors) dated November 5, 2010, filed via EDGAR with Post-Effective Amendment No. 61 (File No. 033-05033) on December 1, 2010. |
| a) | Amendment to Underwriting Agreement between Registrant and VP Distributors, effective as of February 14, 2011, filed via EDGAR with Post-Effective Amendment No. 66 (File No. 033-05033) on April 24, 2012. |
| 2. | Distribution and Administrative Services Agreement among VIA, VP Distributors, Phoenix Life Insurance Company, PHL Variable Insurance Company and Phoenix Life and Annuity Company and 1851 Securities, Inc., effective as of November 5, 2010, filed via EDGAR with Post-Effective Amendment No. 61 (File No. 033-05033) on December 1, 2010. |
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| 3. | Marketing and Administrative Services Agreement between VP Distributors and Jefferson National Life Insurance Company dated November 2011, filed via EDGAR with Post-Effective Amendment No. 66 (File No. 033-05033) on April 24, 2012. |
| (f) | The Virtus Variable Insurance Trust Deferred Compensation Program, effective January 1, 2009, filed via EDGAR with Post-Effective Amendment No. 57 (File No. 033-05033) on April 30, 2009. |
| (g)* | Master Global Custody Agreement between Registrant and JPMorgan Chase Bank, N.A. dated March 1, 2013, filed via EDGAR herewith. |
| (h) | Other Material Contracts. |
| 1. | Transfer Agency Services Agreement between Registrant and BNY Mellon Investment Servicing (US) Inc. (formerly, PNC Global Investment Servicing (U.S.) Inc.) (BNY Mellon) dated November 1, 2008, filed via EDGAR with Post-Effective Amendment No. 57 (File No. 033-05033) on April 30, 2009. |
| a) | First Amendment to Transfer Agency Services Agreement between Registrant and BNY Mellon effective as of February 14, 2011, filed via EDGAR with Post-Effective Amendment No. 66 (File No. 033-05033) on April 24, 2012. |
| 2. | Administration Agreement between Registrant and VP Distributors (since assigned to Virtus Fund Services, LLC) dated December 31, 2008, filed via EDGAR with Post-Effective Amendment No. 57 (File No. 033-05033) on April 30, 2009. |
| a) | First Amendment to Administration Agreement between Registrant and VP Distributors (since assigned to Virtus Fund Services, LLC) effective as of February 14, 2011, filed via EDGAR with Post-Effective Amendment No. 66 (File No. 033-05033) on April 24, 2012. |
| 3.* | Amended and Restated Expense Limitation Agreement between Registrant and VIA, effective as of May 1, 2013, filed via EDGAR herewith. |
| 4.* | Form of Indemnification Agreement with each trustee of Registrant, effective as of February 14, 2011, filed via EDGAR herewith. |
| 5. | Participation Agreement among Registrant, VP Distributors, Phoenix Life Insurance Company, PHL Variable Insurance Company, Phoenix Life and Annuity Company, and 1851 Securities, Inc. dated as of November 5, 2010, filed via EDGAR with Post-Effective Amendment No. 61 (File No. 033-05033) on December 1, 2010. |
| 6. | Participation Agreement among Registrant, VP Distributors, and Jefferson National Life Insurance Company dated as of November 2011, filed via EDGAR with Post-Effective Amendment No. 66 (File No. 033-05033) on April 24, 2012. |
| 7.* | Participation Agreement among Registrant, VP Distributors and Security Benefit Life Insurance Company, dated as of April 7, 2013, filed via EDGAR herewith. |
| 8.* | Participation Agreement among Registrant, VP Distributors and First Security Benefit Life Insurance and Annuity Company of New York, dated as of April 7, 2013, filed via EDGAR herewith. |
| 9.* | Form of Participation Agreement among Registrant, VP Distributors and Symetra Life Insurance Company, filed via EDGAR herewith. |
| (i) | Legal Opinion. |
| 1.* | Opinion and Consent of Counsel covering shares of Virtus Variable Insurance Trust dated April 30, 2013, filed via EDGAR herewith. |
| (j) | Other Opinions. |
| 1.* | Consent of PricewaterhouseCoopers LLP, filed via EDGAR herewith. |
| (k) | Not applicable. |
| (l) | Not applicable. |
| (m) | Rule 12b-1 Plan, filed via EDGAR with Post-Effective Amendment No. 61 (File No. 033-05033) on December 1, 2010. |
| 1. | First Amendment to Rule 12b-1 Plan dated February 14, 2011, filed via EDGAR with Post-Effective Amendment No. 66 (File No. 033-05033) on April 24, 2012. |
| (n)* | Multi-Class Plan pursuant to Rule 18f-3, filed via EDGAR herewith. |
| (o) | Reserved. |
| (p) | Code of Ethics. |
| 1.* | Amended and Restated Code of Ethics of the Registrant dated February 2012, filed via EDGAR herewith. |
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| 2.* | Amended and Restated Combined Code of Ethics of DPIM, Euclid, Newfleet, Kayne and VIA et al. dated October 1, 2012, filed via EDGAR herewith. |
| 3.* | Code of Ethics of Aberdeen effective as of March 1, 2012, filed via EDGAR herewith. |
| 4.* | Code of Ethics of F-Squared dated September 15, 2012, filed via EDGAR herewith. |
| (q) | Powers of Attorney for Roger A. Gelfenbien, Eunice S. Groark, John R. Mallin, Hassell H. McClellan, Philip R. McLoughlin and Thomas J. Brown, Trustees, filed via EDGAR with Post-Effective Amendment No. 64 (File No. 033-05033) on April 21, 2011. |
| * | Filed herewith. |
| Item 29. | Persons Controlled By or Under Common Control with Registrant |
None.
| Item 30. | Indemnification |
The indemnification of Registrants principal underwriter against certain losses is provided for in Section 2 of the Underwriting Agreement incorporated herein by reference to Exhibit E.1 of the Registrants Registration Statement filed on Form N-1A on December 1, 2010. Indemnification of Registrants Custodian is provided for in section 7 of the Master Global Custody Agreement incorporated herein by reference to Exhibit G of the Registrants Registration Statement filed herewith. The indemnification of Registrants Transfer Agent is provided for in Section 11 of the Transfer Agency Services Agreement incorporated herein by reference to Exhibit H.1. The Trust has entered into Indemnification Agreements with each trustee dated February 14, 2011, the form of which is incorporated herein by reference to Exhibit H.4 of the Registrants Registration Statement filed herewith, whereby the Registrant shall indemnify the trustee for expenses incurred in any proceeding in connection with the trustees service to the Registrant.
In addition, Article VII sections 2 and 3 of the Registrants Agreement and Declaration of Trust incorporated herein by reference to Exhibit A of the Registrants Registration Statement filed on Form N-1A on February 14, 2011, provides in relevant part as follows:
A Trustee, when acting in such capacity, shall not be personally liable to any Person, other than the Trust or a Shareholder to the extent provided in this Article VII, for any act, omission or obligation of the Trust, of such Trustee or of any other Trustee. The Trustees shall not be responsible or liable in any event for any neglect or wrongdoing of any officer, agent, employee, Manager or Principal Underwriter of the Trust. The Trust (i) may indemnify an agent of the Trust or any Person who is serving or has served at the Trusts request as an agent of another organization in which the Trust has any interest as a shareholder, creditor or otherwise and (ii) shall indemnify each Person who is, or has been, a Trustee, officer or employee of the Trust and any Person who is serving or has served at the Trusts request as a director, officer, trustee, or employee of another organization in which the Trust has any interest as a shareholder, creditor or otherwise, in the case of (i) and (ii), to the fullest extent consistent with the 1940 Act and in the manner provided in the By-Laws; provided that such indemnification shall not be available to any of the foregoing Persons in connection with a claim, suit or other proceeding by any such Person against the Trust or a Series (or Class) thereof.
All persons extending credit to, contracting with or having any claim against the Trust or the Trustees shall look only to the assets of the appropriate Series (or Class thereof if the Trustees have included a Class limitation on liability in the agreement with such person as provided below), or, if the Trustees have yet to establish Series, of the Trust for payment under such credit, contract or claim; and neither the Trustees nor the Shareholders, nor any of the Trusts officers, employees or agents, whether past, present or future, shall be personally liable therefor.
Every note, bond, contract, instrument, certificate or undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or the Trustees by any of them in connection with the Trust shall conclusively be deemed to have been executed or done only in or with respect to his or their capacity as Trustee or Trustees, and such Trustee or Trustees shall not be personally liable thereon.
A Trustee shall be liable to the Trust and to any Shareholder solely for her or his own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee, and shall not be liable for errors of judgment or mistakes of fact or law. The Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust, and shall be under no liability for any act or omission in accordance with such advice nor for failing to follow such advice.
In addition, Article III section 7 of such Agreement and Declaration of Trust provides for the indemnification of shareholders of the Registrant as follows: If any Shareholder or former Shareholder shall be exposed to liability by reason of a claim or demand relating to such Person being or having been a Shareholder, and not because of such Persons acts or omissions, the Shareholder or former Shareholder (or such Persons heirs, executors, administrators, or other legal representatives or in the case of a corporation or other entity, its corporate or other general successor) shall be entitled to be held harmless from and indemnified out of the assets of the Trust against all cost and expense reasonably incurred in connection with such claim or demand, but only out of the assets held with
C-3
respect to the particular Series of Shares of which such Person is or was a Shareholder and from or in relation to which such liability arose. The Trust may, at its option and shall, upon request by the Shareholder, assume the defense of any claim made against the Shareholder for any act or obligation of the Trust and satisfy any judgment thereon from the assets held with respect to the particular series.
Article VI Section 2 of the Registrants Bylaws incorporated herein by reference to Exhibit B of the Registrants Registration Statement filed on Form N-1A on February 14, 2011, provides in relevant part, subject to certain exceptions and limitations, every agent shall be indemnified by the Trust to the fullest extent permitted by law against all liabilities and against all expenses reasonably incurred or paid by him or her in connection with any proceeding in which he or she becomes involved as a party or otherwise by virtue of his or her being or having been an agent. Such indemnification would not apply in the case of any liability to which the Registrant would otherwise be subject by reason of or for willful misfeasance, bad faith, gross negligence or reckless disregard of such persons duties. The Investment Advisory Agreement, Subadvisory Agreements, Master Global Custody Agreement, Sub-Administration Agreement and Sub-Transfer Agency and Service Agreement, each as amended, respectively provide that the Registrant will indemnify the other party (or parties, as the case may be) to the agreement for certain losses. Similar indemnities to those listed above may appear in other agreements to which the Registrant is a party.
The Registrant, in conjunction with VIA, the Registrants Trustees, and other registered investment management companies managed by VIA, maintains insurance on behalf of any person who is or was a Trustee, officer, employee, or agent of the Registrant, or who is or was serving at the request of the Registrant as a trustee, director, officer, employee or agent of another trust or corporation, against any liability asserted against such person and incurred by him or arising out of his position. However, in no event will Registrant maintain insurance to indemnify any such person for any act for which the Registrant itself is not permitted to indemnify him.
Insofar as indemnification for liability arising under the Securities Act of 1933, as amended (the Act), may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
| Item 31. | Business and Other Connections of the Investment Adviser and Subadvisers |
See Management in the Prospectus and The Investment Adviser, Subadvisers and Portfolio Managers and Management of the Trust in the Statement of Additional Information for information which is included in this Post-Effective Amendment regarding the business of the Adviser and Subadvisers. For information as to the business, profession, vocation or employment of a substantial nature of the directors and officers of the Adviser and Subadvisers, in the last two years, reference is made to the Advisers and Subadvisers current Form ADV filed under the Investment Advisers Act of 1940, incorporated herein by reference.
|
Adviser |
SEC File No.: | |
|
VIA |
801-5995 | |
|
Aberdeen |
801-49966 | |
|
Duff & Phelps |
801-14813 | |
|
Euclid |
801-54263 | |
|
F-Squared |
801-71753 | |
|
Kayne |
801-24241 | |
|
Newfleet |
801-51559 |
| Item 32. | Principal Underwriter |
| (a) | VP Distributors also serves as the principal underwriter for the following registrants: Virtus Equity Trust, Virtus Insight Trust and Virtus Opportunities Trust. |
| (b) | Directors and executive officers of VP Distributors, 100 Pearl Street, Hartford, CT 06103 are as follows: |
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|
Name and Principal Business Address |
Positions and Offices with Distributor |
Positions and Offices with Registrant |
||
|
George R. Aylward |
Director and Executive Vice President | President and Trustee | ||
|
Kevin J. Carr |
Vice President, Counsel and Secretary |
Vice President, Counsel, Chief Legal
Officer and Secretary |
||
|
Nancy J. Engberg |
Vice President and Assistant Secretary |
Vice President and Chief Compliance
Officer |
||
|
David Hanley |
Vice President and Treasurer | None | ||
|
David C. Martin |
Vice President and Chief Compliance Officer | None | ||
|
Jeff Cerutti |
Director and President | None | ||
|
Francis G. Waltman |
Director | Senior Vice President | ||
| (c) | To the best of the Registrants knowledge, no commissions or other compensation was received by any principal underwriter who is not an affiliated person of the Registrant or an affiliated person of such affiliated person, directly or indirectly, from the Registrant during the Registrants last fiscal year. |
| Item 33. | Location of Accounts and Records |
Persons maintaining physical possession of accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated thereunder include:
Secretary of the Trust:
Kevin J. Carr, Esq.
100 Pearl Street
Hartford, CT 06103
Investment Adviser:
Virtus Investment Advisers, Inc.
100 Pearl Street
Hartford, CT 06103
Subadviser to International Series:
Aberdeen Asset Management, Inc.
1735 Market Street, 32nd Floor
Philadelphia, PA 19103
Subadviser for Real Estate Securities Series:
Duff & Phelps Investment Management Co.
200 South Wacker Drive, Suite 500
Chicago, IL 60606
Subadviser for Growth & Income Series, Premium AlphaSector SM Series and Strategic Allocation Series:
Euclid Advisors, LLC
100 Pearl Street
Hartford, CT 06103
Subadviser for Premium AlphaSector SM Series:
F-Squared Institutional Advisors, LLC
One Newton Executive Park
2221 Washington Street, Suite 201
Newton, MA 02462
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Subadviser to Capital Growth Series, Small-Cap Growth Series and Small-Cap Value Series:
Kayne Anderson Rudnick Investment Management, LLC
1800 Avenue of the Stars
Second Floor
Los Angeles, CA 90067
Subadviser to Multi-Sector Fixed Income Fund:
Newfleet Asset Management, LLC
100 Pearl Street
Hartford, CT 06103
Principal Underwriter:
VP Distributors, LLC
100 Pearl Street
Hartford, CT 06103
Custodian:
JPMorgan Chase Bank, National Association
One Chase Manhattan Plaza, 19 th Floor
New York, NY 10005
Administrator:
Virtus Fund Services, LLC
100 Pearl Street
Hartford, CT 06103
Transfer Agent, Fund Accountant, Subadministrator and Dividend Dispersing Agent:
BNY Mellon Investment Servicing (US) Inc.
301 Bellevue Parkway
Wilmington, DE 19809
| Item 34. | Management Services |
None.
| Item 35. | Undertakings |
Not applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness for this registration statement under Rule 485(b) of the Securities Act and has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of Hartford and the State of Connecticut on the 30 th day of April, 2013.
| Virtus Variable Insurance Trust | ||
| By: | /s/ George R. Aylward | |
|
George R. Aylward President |
||
Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed below by the following persons in the capacities and on the 30 th day of April, 2013.
|
Signature |
Title |
|||
|
/s/ W. Patrick Bradley W. Patrick Bradley |
Vice President, Chief Financial Officer and Treasurer |
|||
|
Roger A. Gelfenbien* |
Trustee |
|||
|
Eunice S. Groark* |
Trustee |
|||
|
John R. Mallin* |
Trustee |
|||
|
Hassell H. McClellan* |
Trustee |
|||
|
Thomas J. Brown* |
Trustee |
|||
|
Philip R. McLoughlin* |
Trustee and Chairman |
|||
|
/s/ George R. Aylward George R. Aylward |
President and Trustee |
|||
| By: | /s/ George R. Aylward | |
|
* George R. Aylward, pursuant to Powers of Attorney. |
||
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Exhibit Index
| d.6.a. | ( Corrected ) First Amendment to Subadvisory Agreement between Kayne and VIA dated September 30, 2011, on behalf of the Capital Growth Series. |
| g. | Master Global Custody Agreement between Registrant and JPMorgan Chase Bank, N.A. dated March 1, 2013. |
| h.3. | Amended and Restated Expense Limitation Agreement between Registrant and VIA, effective as of May 1, 2013. |
| h.4. | Form of Indemnification Agreement with each trustee of Registrant, effective as of February 14, 2011. |
| h.7. | Participation Agreement among Registrant, VP Distributors and Security Benefit Life Insurance Company, dated as of April 5, 2013. |
| h.8. | Participation Agreement among Registrant, VP Distributors and First Security Benefit Life Insurance and Annuity Company of New York, dated as of April 5, 2013. |
| h.9. | Form of Participation Agreement among Registrant, VP Distributors and Symetra Life Insurance Company, dated as of [May 1, 2013]. |
| i.1. | Opinion and Consent of Counsel covering shares of Virtus Variable Insurance Trust dated April 30, 2013. |
| j.1. | Consent of PricewaterhouseCoopers LLP. |
| n. | Multi-Class Plan pursuant to Rule 18f-3. |
| p.1. | Amended and Restated Code of Ethics of the Registrant dated February 2012. |
| p.2. | Amended and Restated Combined Code of Ethics of DPIM, Euclid, Newfleet, Kayne and VIA et al. dated October 1, 2012. |
| p.3. | Code of Ethics of Aberdeen effective as of March 1, 2012. |
| p.4. | Code of Ethics of F-Squared dated September 15, 2012. |
Execution Copy
FIRST AMENDMENT
TO SUBADVISORY AGREEMENT
THIS AMENDMENT effective as of the 30th day of September, 2011 amends that certain Subadvisory Agreement effective November 5, 2010 (the Agreement) among Virtus Variable Insurance Trust (formerly The Phoenix Edge Series Fund) (the Fund), an open-end investment company of the series type registered under the Investment Company Act of 1940 (the Act) on behalf of its series Virtus Small-Cap Growth Series and Virtus Small-Cap Value Series. (the Series), Virtus Investment Advisers, Inc., a Massachusetts corporation (the Adviser) and Kayne Anderson Rudnick Investment Management, LLC a California limited liability company (the Subadviser) as follows:
| 1. | Virtus Capital Growth Series is hereby added as an additional Series to the Agreement. |
| 2. | This term of this Amendment to the Agreement, taken together with the entire Agreement, with respect to Virtus Capital Growth Series, shall become effective on the date set forth above, and shall continue in effect until December 31, 2011. The term of each of the other Designated Series is unaffected by this Amendment. The Agreement shall continue from year to year thereafter only so long as its continuance has been specifically approved at least annually by the Trustees in accordance with Section 15(a) of the Act, and by the majority vote of the disinterested Trustees in accordance with the requirements of Section 15(c) thereof. |
| 3. | The subadvisory fee for Virtus Capital Growth Series is hereby set forth on Schedule C to the Agreement, Schedule C is hereby deleted and Schedule C attached hereto is substituted in its place to reflect such addition. |
| 4. | Schedule F to the Agreement is hereby deleted and Schedule F attached hereto is substituted in its place to reflect the addition of Virtus Capital Growth Series. |
| 5. | Except as expressly amended hereby, all provisions of the Agreement shall remain in full force and effect and are unchanged in all other respects. All initial capitalized terms used but not defined herein shall have such meanings as ascribed thereto in the Agreement. |
| 6. | This Agreement may be executed in any number of counterparts (including executed counterparts delivered and exchanged by facsimile transmission) with the same effect as if all signing parties had originally signed the same document, and all counterparts shall be construed together and shall constitute the same instrument. For all purposes, signatures delivered and exchanged by facsimile transmission shall be binding and effective to the same extent as original signatures. |
[signature page follows]
IN WITNESS WHEREOF, the parties hereto intending to be legally bound have caused this Agreement to be executed by their duly authorized officers.
| VIRTUS VARIABLE INSURANCE TRUST | ||
| By: | /s/ Francis G. Waltman | |
| Name: | Francis G. Waltman | |
| Title: | Senior Vice President | |
| VIRTUS INVESTMENT ADVISERS, INC. | ||
| By: | /s/ Francis G. Waltman | |
| Name: | Francis G. Waltman | |
| Title: | Executive Vice President | |
ACCEPTED:
| KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT, LLC | ||
| By: | /s/ Jeannine Vanian | |
| Name: | Jeannine Vanian | |
| Title: | Chief Operating Officer | |
SCHEDULE C
(a) For services provided to the Funds, the Adviser will pay to the Subadviser a fee, payable in arrears at the annual rate stated below. The fee shall be prorated for any month during which this Agreement is in effect for only a portion of the month. In computing the fee to be paid to the Subadviser, the net asset value of each Designated Series shall be valued as set forth in the then current registration statement of the Fund.
(b) For the Virtus Small-Cap Growth Series and Virtus Small-Cap Value Series: The fee to be paid to the Subadviser is to be 50% of the gross management fee as calculated based on the average daily net assets.
(c) For the Virtus Capital Growth Series The fee to be paid to the Subadviser is to be 50% of the net advisory fee. For this purpose, the net advisory fee means the advisory fee paid to the Adviser after accounting for any applicable fee waiver and/or expense limitation agreement, which shall not include reimbursement of the Adviser for any expenses or recapture of prior waivers. In the event that the Adviser waives its entire fee and also assumes expenses of the Fund pursuant to an applicable expense limitation agreement, the Subadviser will similarly waive its entire fee and will share in the expense assumption by contributing 50% of the assumed amount. However, because the Subadviser shares the fee waiver and/or expense assumption equally with the Adviser, if during the term of this Agreement the Adviser later recaptures some or all of the fees so waived or expenses so assumed by the Adviser and the Subadviser together, the Adviser shall pay to the Subadviser 50% of the amount recaptured.
SCHEDULE F
DESIGNATED SERIES
Virtus Capital Growth Series
Virtus Small-Cap Growth Series
Virtus Small-Cap Value Series
EXECUTION COPY
Global Custody Agreement New York General May 2012
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Table of contents
Global Custody Agreement New York General May 2012
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Global Custody Agreement New York General May 2012
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GLOBAL CUSTODY AGREEMENT
This Agreement, dated March 1, 2013, is between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (J.P. Morgan), with a place of business at One Chase Manhattan Plaza, 19th Floor, New York, New York 10005; and each trust listed on Schedule A attached hereto (each a Customer), each with a place of business at 101 Munson Street, Greenfield, Massachusetts 01301.
| 1. | INTENTION OF THE PARTIES; DEFINITIONS |
| 1.1 | Intention of the Parties |
| (a) | This Agreement sets out the terms on which J.P. Morgan will provide custodial, settlement and other associated services to the Customer. J.P. Morgan will be responsible for the performance of only those duties expressly set forth in this Agreement. |
| (b) | Investing in Financial Assets and cash in foreign jurisdictions may involve risks of loss or other burdens and costs. The Customer acknowledges that J.P. Morgan is not providing any legal, tax or investment advice in providing the services under this Agreement and will not be liable for any losses resulting from Country Risk. |
| (c) | The terms and conditions of this Agreement are applicable only to the services which are specified in this Agreement. |
| 1.2 | Definitions; Interpretation |
| (a) | As used herein, the following terms have the meaning hereinafter stated. |
Account has the meaning set forth in Section 2.1 of this Agreement.
Affiliate means an entity controlling, controlled by, or under common control with, J.P. Morgan or the Customer, as the case may be.
Affiliated Subcustodian Bank means a Subcustodian that is both a subsidiary of JPMorgan Chase & Co. and either (i) a bank chartered or incorporated in the United States of America or (ii) a branch or subsidiary of such a bank.
Applicable Law means any applicable statute, treaty, rule, regulation or common law and any applicable decree, injunction, judgment, order, formal interpretation or ruling issued by a court or governmental entity.
Authorized Person means any person who has been designated by written notice from the Customer in the form as provided by J.P. Morgan (or by written notice in the form as provided by J.P. Morgan from any agent designated by the Customer, including, without limitation, an investment manager) to act on behalf of the Customer under this Agreement and any person who has been given an access code by a security administrator appointed by the Customer which allows the provision of Instructions. Such persons will continue to be Authorized Persons until such time as J.P. Morgan receives and has had reasonable time to act upon Instructions from the Customer (or its agent) that any such person is no longer an Authorized Person.
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Cash Account has the meaning set forth in Section 2.1(a)(ii).
Confidential Information means and includes all non public information concerning the Customer or the Accounts which J.P. Morgan receives in the course of providing services under this Agreement. Nevertheless, the term Confidential Information shall not include information which is or becomes available to the general public by means other than J.P. Morgans breach of the terms of this Agreement or information which J.P. Morgan obtains on a non-confidential basis from a person who is not known to be subject to any obligation of confidence to any person with respect to that information.
Corporate Action means any subscription right, bonus issue, stock repurchase plan, redemption, exchange, tender offer, or similar matter with respect to a Financial Asset in the Securities Account that requires discretionary action by the beneficial owner of the Security, but does not include rights with respect to class action litigation or proxy voting.
Country Risk means the risk of investing or holding assets in a particular country or market, including, but not limited to, risks arising from nationalization, expropriation or other governmental actions; the countrys financial infrastructure, including prevailing custody, tax and settlement practices; laws applicable to the safekeeping and recovery of Financial Assets and cash held in custody; the regulation of the banking and securities industries, including changes in market rules; currency restrictions, devaluations or fluctuations; and market conditions affecting the orderly execution of securities transactions or the value of assets.
Entitlement Holder means the person named on the records of a Securities Intermediary as the person having a Securities Entitlement against the Securities Intermediary.
Financial Asset means a Security and refers, as the context requires, either to the asset itself or to the means by which a persons claim to it is evidenced, including a Security, a security certificate, or a Securities Entitlement. Financial Asset does not include cash.
Instruction means an instruction that has been verified in accordance with a Security Procedure or, if no Security Procedure is applicable, which J.P. Morgan believes in good faith to have been given by an Authorized Person.
J.P. Morgan Indemnitees means J.P. Morgan, its Affiliates, its Subcustodians, and their respective nominees, directors, officers, employees and agents.
J.P. Morgans London Branch means the London branch office of JPMorgan Chase Bank, N.A.
Liabilities means any liabilities, losses, claims, costs, damages, penalties, fines, obligations, taxes (other than taxes based solely on J.P. Morgans income), or expenses of any kind whatsoever (whether actual or contingent and including, without limitation, reasonable attorneys, accountants, consultants or experts fees and disbursements and, where relevant, any and all amounts owing to J.P. Morgan by the Customers counterparty in connection with collateral/control accounts established at J.P. Morgan pursuant to the Customers Instruction) outstanding from time to time.
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Sealed Envelope means a sealed envelope which the Customer requests J.P. Morgan to hold in custody. Nothing in this definition shall obligate J.P. Morgan to accept any such Sealed Envelope.
Securities means shares, stocks, debentures, bonds, notes or other like obligations, whether issued in certificated or uncertificated form, and any certificates, receipts, warrants or other instruments representing rights to receive, purchase or subscribe for the same that are commonly traded or dealt in on securities exchanges or financial markets and any other property as may be acceptable to J.P. Morgan for the Securities Account.
Securities Account means each Securities custody account on J.P. Morgans records to which Financial Assets are or may be credited under this Agreement.
Securities Depository means any securities depository, dematerialized book entry system or similar system for the central handling of Securities, whether or not acting in that capacity.
Securities Entitlement means the rights and property interests of an Entitlement Holder with respect to a Financial Asset as set forth in Part 5 of Article 8 of the Uniform Commercial Code of the State of New York, as the same may be amended from time to time.
Securities Intermediary means J.P. Morgan, a Subcustodian, a Securities Depository, and any other financial institution which in the ordinary course of business maintains Securities custody accounts for others and acts in that capacity.
Security Procedure means a security procedure to be followed by the Customer upon the issuance of an Instruction and/or by J.P. Morgan upon the receipt of an Instruction, so as to enable J.P. Morgan to verify that such Instruction is authorized, as set forth in service level documentation in effect from time to time between the parties with respect to the services set forth in this Agreement, or as otherwise agreed in writing by the parties. A Security Procedure may, without limitation, involve the use of algorithms, codes, passwords, encryption or telephone call backs, and may be updated by J.P. Morgan from time to time upon notice to the Customer. The Customer acknowledges that the Security Procedure is designed to verify the authenticity of, and not detect errors in, Instructions. For the avoidance of doubt, the parties agree that a SWIFT message issued in the name of the Customer through any third party utility agreed upon by the parties as being a method for providing Instructions and authenticated in accordance with that utilitys customary procedures, shall be deemed to be an authorized Instruction.
Subcustodian means any of the subcustodians appointed by J.P. Morgan from time to time to hold Securities and act on its behalf in different jurisdictions (and being at the date of this Agreement the entities listed in Schedule 1) and includes any Affiliated Subcustodian Bank.
| (b) | Headings are for reference and convenience only and are not intended to affect interpretation. |
| (c) | References to Articles and Sections are to Articles and Sections of this Agreement and references to sub-sections and paragraphs are to sub-sections of the Sections and paragraphs of the sub-sections in which they appear. |
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| (d) | Unless the context requires otherwise, references in this Agreement to persons shall include legal as well as natural entities; references importing the singular shall include the plural (and vice versa); use of the generic masculine pronoun shall include the feminine; use of the term including shall be deemed to mean including but not limited to, and references to appendices and numbered sections shall be to such addenda and provisions herein; all such addenda are hereby incorporated in this Agreement by reference. |
| 2. | WHAT J.P. MORGAN IS REQUIRED TO DO |
| 2.1 | Set Up Accounts |
| (a) | J.P. Morgan will establish and maintain the following accounts (Accounts): |
| (i) | one or more Securities Accounts in the name of the Customer (or in another name requested by the Customer that is acceptable to J.P. Morgan) for Financial Assets, which may be held by J.P. Morgan or a Subcustodian or a Securities Depository for J.P. Morgan on behalf of the Customer, including as an Entitlement Holder; and |
| (ii) | one or more accounts in the name of the Customer (or in another name requested by the Customer that is acceptable to J.P. Morgan) (Cash Account) for any and all cash in any currency received by or on behalf of J.P. Morgan for the account of the Customer. |
Notwithstanding paragraph 2.1(a)(ii), cash held in respect of those markets where the Customer is required to have a cash account in its own name held directly with the relevant Subcustodian or Securities Depository will be held in that manner and will not be part of the Cash Account.
| (b) | At the request of the Customer, additional Accounts may be opened in the future, and such additional Accounts shall be subject to the terms of this Agreement. |
| (c) | In the event that the Customer requests the opening of any additional Account for the purpose of holding collateral pledged by the Customer to a securities exchange, clearing corporation, or other central counterparty (a Counterparty) to secure trading activity by the Customer, or the pledge to a Counterparty of cash or individual Securities held in an Account, that Account (or the pledged cash or Securities) shall be subject to the collateral arrangements in effect between J.P. Morgan and the Counterparty in addition to the terms of this Agreement. |
| (d) | J.P. Morgans obligation to open Accounts pursuant to Section 2.1(a) is conditional upon J.P. Morgan receiving such of the following documents as J.P. Morgan may require: |
| (i) | a certified copy of the Customers constitutional documents as currently in force; |
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| (ii) | evidence reasonably satisfactory to J.P. Morgan of the due authorization and execution of this Agreement by the Customer (for example by a certified copy of a resolution of the Customers board of directors or equivalent governing body, substantially in the form set out in Schedule 2); |
| (iii) | J.P. Morgans standard form fund manager mandate completed by the fund manager designated by the Customer; and |
| (iv) | in the case of any Account opened in a name not that of the Customer, documentation with respect to that name similar to that set forth in sub-sections (i)(iii). |
| 2.2 | Cash Account |
| (a) | Any amount standing to the credit of the Cash Account will be either: |
| (i) | deposited during the period it is credited to the Accounts in one or more deposit accounts at J.P. Morgans head office or at one of its non-U.S. branch offices and will constitute a debt owing to the Customer by J.P. Morgan as a banker, provided that any cash so deposited with a non-U.S. branch office will be payable exclusively by that branch office in the applicable currency, subject to compliance with Applicable Law, including, without limitation, any restrictions on transactions in the applicable currency imposed by the country of the applicable currency; or |
| (ii) | placed by J.P. Morgan with a bank or other financial institution in the country in which the applicable currency is issued, in which case the deposit will constitute a debt owing to the Customer by that bank or other financial institution and not J.P. Morgan, payable exclusively in the applicable currency at that bank or financial institution. |
| (b) | Any amounts credited by J.P. Morgan to the Cash Account on the basis of a notice or an interim credit from a third party, may be reversed if J.P. Morgan does not receive final payment in a timely manner. J.P. Morgan will notify the Customer promptly of any such reversal. |
| 2.3 | Segregation of Assets; Nominee Name |
| (a) | J.P. Morgan will identify in its books that Financial Assets credited to the Customers Securities Account belong to the Customer (except as otherwise may be agreed by J.P. Morgan and the Customer). |
| (b) | To the extent permitted by Applicable Law or market practice, J.P. Morgan will require each Subcustodian to identify in its own books that Financial Assets held at such Subcustodian by J.P. Morgan on behalf of its customers belong to customers of J.P. Morgan, such that it is readily apparent that the Financial Assets do not belong to J.P. Morgan or the Subcustodian. |
| (c) | J.P. Morgan is authorized, in its discretion: |
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| (i) | to hold in bearer form, such Financial Assets as are customarily held in bearer form or are delivered to J.P. Morgan or its Subcustodian in bearer form; |
| (ii) | to hold Securities in or deposit Securities with any Securities Depository; |
| (iii) | to hold Securities in omnibus accounts on a fungible basis and to accept delivery of Securities of the same class and denomination as those deposited with J.P. Morgan or its Subcustodian; |
| (iv) | to register in the name of the Customer, J.P. Morgan, a Subcustodian, a Securities Depository, or their respective nominees, such Financial Assets as are customarily held in registered form; and |
| (v) | to decline to accept any asset or property which it deems to be unsuitable or inconsistent with its custodial operations. |
| 2.4 | Settlement of Transactions |
Subject to Article 3 and Section 4.2 of this Agreement, J.P. Morgan will act in accordance with Instructions with respect to settlement of transactions. Settlement will be conducted in accordance with prevailing standards of the market in which the transaction occurs. Without limiting the generality of the foregoing, the Customer authorizes J.P. Morgan to deliver Securities or payment in accordance with applicable market practice in advance of receipt or settlement of consideration expected in connection with such delivery or payment, and the Customer acknowledges and agrees that such action alone will not of itself constitute negligence, fraud, or willful misconduct of J.P. Morgan, and the risk of loss arising from any such action will be borne by the Customer. In the case of the failure of the Customers counterparty (or other appropriate party) to deliver the expected consideration as agreed, J.P. Morgan will notify the Customer of such failure. If the Customers counterparty continues to fail to deliver the expected consideration, J.P. Morgan will provide information reasonably requested by the Customer that J.P. Morgan has in its possession to allow the Customer to enforce rights that the Customer has against the Customers counterparty, but neither J.P. Morgan nor its Subcustodians will be obliged to institute legal proceedings, file a proof of claim in any insolvency proceeding or take any similar action. J.P. Morgan agrees to consult with Customer and provide the Customer with such assistance as it determines is reasonable in the circumstances (at Customers expense) in the event that the Customer wishes to institute legal proceedings, file a proof of claim in any insolvency proceedings, or take any similar action in its own name.
| 2.5 | Contractual Settlement Date Accounting |
| (a) | J.P. Morgan will effect book entries on a contractual settlement date accounting basis as described below with respect to the settlement for those Financial Assets and transactions as to which J.P. Morgan customarily offers contractual settlement date accounting. J.P. Morgan reserves the right to restrict in good faith the availability of contractual settlement date accounting for credit or operational reasons. |
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| (i) | Sales: On the settlement date for a sale, J.P. Morgan will credit the Cash Account with the proceeds of the sale and, if not already delivered, transfer the relevant Financial Assets to an account at J.P. Morgan pending settlement of the transaction. |
| (ii) | Purchases: On the settlement date for a purchase (or earlier, if market practice requires delivery of the purchase price before the settlement date), J.P. Morgan will debit the Cash Account for the settlement amount and credit a separate account at J.P. Morgan. J.P. Morgan will then post the Securities Account as awaiting receipt of the expected Financial Assets. The Customer will not be entitled to the delivery of Financial Assets until J.P. Morgan or a Subcustodian actually receives them. |
Upon request, J.P. Morgan shall provide the Customer with a list of those markets for which it provides contractual settlement date accounting. J.P. Morgan may add markets to or remove markets from such list upon reasonable notice to the Customer.
| (b) | J.P. Morgan may reverse any debit or credit made pursuant to Section 2.5(a) prior to a transactions actual settlement upon notice to the Customer in cases where J.P. Morgan reasonably believes that the transaction will not settle in the ordinary course within a reasonable time. The Customer will be responsible for any costs or Liabilities resulting from such reversal. The Customer acknowledges that the procedures described in Section 2.5 are of an administrative nature, and J.P. Morgan does not undertake to make loans and/or Financial Assets available to the Customer. |
| 2.6 | Actual Settlement Date Accounting |
With respect to settlement of a transaction that is not posted to the Account on the contractual settlement date as referred to in Section 2.5, J.P. Morgan will post the transaction on the date on which the cash or Financial Assets received as consideration for the transaction is actually received and settled by J.P. Morgan.
| 2.7 |
Income Collection (AutoCredit ® ) |
| (a) | J.P. Morgan will monitor information publicly available in the applicable market about forthcoming income payments on the Financial Assets, and will promptly notify the Customer of such information. |
| (b) |
J.P. Morgan will credit the Cash Account with income proceeds on Financial Assets on the anticipated payment date, net of any taxes that are withheld by J.P. Morgan or any third party (AutoCredit) for those Financial Assets and/or markets as to which J.P. Morgan customarily |
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| offers an AutoCredit service. J.P. Morgan reserves the right to restrict in good faith the availability of AutoCredit for credit or operational reasons. Upon request, J.P. Morgan shall provide the Customer with a list of AutoCredit eligible markets. J.P. Morgan may add markets to or remove markets from the list of AutoCredit markets upon notice to the Customer that is reasonable in the circumstances. J.P. Morgan may reverse AutoCredit credits upon oral or written notification to the Customer if J.P. Morgan believes that the corresponding payment will not be received by J.P. Morgan within a reasonable period or the credit was incorrect. |
| (c) | When the AutoCredit service is not available, income on Financial Assets, net of any taxes withheld by J.P. Morgan or any third party, will be credited only after actual receipt and reconciliation by J.P. Morgan. |
| (d) | J.P. Morgan will use reasonable efforts to contact appropriate parties to collect unpaid interest, dividends or redemption proceeds and notify the Customer of the late payment, but neither J.P. Morgan nor its Subcustodians will be obliged to file any formal notice of default, institute legal proceedings, file a proof of claim in any insolvency proceeding or take any similar action. |
| 2.8 | Miscellaneous Administrative Duties |
| (a) | Until J.P. Morgan receives Instructions to the contrary, J.P. Morgan will: |
| (i) | present all Financial Assets for which J.P. Morgan has received notice of a call for redemption or that have otherwise matured, and all income and interest coupons and other income items that call for payment upon presentation; |
| (ii) | execute in the name of the Customer such certificates as may be required to obtain payment in respect of Financial Assets; and |
| (iii) | exchange interim or temporary documents of title held in the Securities Account for definitive documents of title. |
| (b) | In the event that, as a result of holding of Financial Assets in an omnibus account, the Customer receives fractional interests in Financial Assets arising out of a Corporate Action or class action litigation, J.P. Morgan will credit the Customer with the amount of cash it would have received had the Financial Assets not been held in an omnibus account, and the Customer shall relinquish to J.P. Morgan its interest in such fractional interests. |
| (c) | If some, but not all, of an outstanding class of Financial Assets is called for redemption, J.P. Morgan may allot the amount redeemed among the respective beneficial holders of such a class of Financial Assets on a pro rata basis or in a similar manner J.P. Morgan deems fair and equitable. |
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| (d) | J.P. Morgan reserves the right to reverse any transactions that are credited to the Accounts due to mis-postings and other such similar actions. |
| 2.9 | Corporate Actions |
| (a) | J.P. Morgan will act in accordance with local market practice to obtain information concerning Corporate Actions that is publicly available in the local market. J.P. Morgan also will review information obtained from sources to which it subscribes for information concerning such Corporate Actions. J.P. Morgan will promptly provide that information (or summaries that reflect the material points concerning the applicable Corporate Action) to the Customer or its Authorized Person. |
| (b) | J.P. Morgan will act in accordance with the Customers Instructions in relation to such Corporate Actions. If the Customer fails to provide J.P. Morgan with timely Instructions with respect to any Corporate Action, neither J.P. Morgan nor its Subcustodians or their respective nominees will take any action in relation to that Corporate Action, except as otherwise agreed in writing by J.P. Morgan and the Customer or as may be set forth by J.P. Morgan as a default action in the notification it provides under Section 2.9(a) with respect to that Corporate Action. |
| 2.10 | Class Action Litigation |
Any notices received by J.P. Morgans corporate actions department about settled securities class action litigation that requires action by affected owners of the underlying Financial Assets will be promptly notified to the Customer if J.P. Morgan, using reasonable care and diligence in the circumstances, identifies that the Customer was a shareholder and held the relevant Financial Assets in custody with J.P. Morgan at the relevant time. J.P. Morgan will not make filings in the name of the Customer in respect to such notifications except as otherwise agreed in writing between the Customer and J.P. Morgan. The services set forth in this Section 2.10 are available only in certain markets, details of which are available from J.P. Morgan on request.
| 2.11 | Proxies |
| (a) | J.P. Morgan will monitor information distributed to holders of Financial Assets about upcoming shareholder meetings, promptly notify the Customer of such information and, subject to Section 2.11(c), act in accordance with the Customers Instructions in relation to such meetings (the Proxy Voting Service). |
| (b) | The Proxy Voting Service is available only in certain markets, details of which are available from J.P. Morgan on request. Provision of the Proxy Voting Service is conditional upon receipt by J.P. Morgan of a duly completed enrolment form as well as additional documentation that may be required for certain markets. |
| (c) | The Proxy Voting Service does not include physical attendance at shareholder meetings. Requests for physical attendance at shareholder meetings can be made but they will be evaluated and agreed to by J.P. Morgan on a case by case basis. |
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| (d) | The Customer acknowledges that the provision of the Proxy Voting Service may be precluded or restricted under a variety of circumstances. These circumstances include, but are not limited to: |
| (i) | the Financial Assets being on loan or out for registration; |
| (ii) | the pendency of conversion or another corporate action; |
| (iii) | the Financial Assets being held in a margin or collateral account at J.P. Morgan or another bank or broker, or otherwise in a manner which affects voting; |
| (iv) | local market regulations or practices, or restrictions by the issuer; and |
| (v) | J.P. Morgan being required to vote all shares held for a particular issue for all of J.P. Morgans customers on a net basis (i.e., a net yes or no vote based on voting instructions received from all its customers). Where this is the case, J.P. Morgan will notify the Customer. |
| 2.12 | Statements of Account |
| (a) | J.P. Morgan will provide the Customer with electronic access to Account information (the Information) that will enable the Customer to generate or receive reports and statements of account for each Account, identifying cash and Financial Assets held in the Account as well as Account transactions. The Customer will review the Information and give J.P. Morgan written notice of (i) any suspected error or omission or (ii) the Customers inability to access any such Information. The Customer will provide J.P. Morgan such notice within a reasonable time after (x) the Information is made available to the Customer or (y) the Customer discovers that it is unable to access the Information, as the case may be. |
| (b) | The Customer acknowledges that information available to it electronically with respect to transactions posted after the close of the prior business day may not be accurate due to mis-postings, delays in updating Account records, and other causes. J.P. Morgan will not be liable for any loss or damage arising out of any such information accessed electronically that is subsequently updated or corrected by the close of business on the first business day after the original transaction was posted. |
| 2.13 | Access to J.P. Morgans Records |
| (a) |
J.P. Morgan will allow the Customers auditors and independent public accountants such reasonable access to the records of J.P. Morgan relating to the Accounts as may be required in connection with their examination of books and records pertaining to the Customers affairs. Subject to restrictions under the relevant local law, J.P. Morgan shall |
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| direct any Subcustodian to permit the Customers auditors and independent public accountants, reasonable access to the records of any Subcustodian of Financial Assets held in the Securities Account as may be required in connection with such examination. |
| (b) | J.P. Morgan will, upon reasonable written notice, allow the Customer reasonable access during normal working hours to the records of J.P. Morgan relating to the Accounts. J.P. Morgan may impose reasonable restrictions on the number of individuals allowed access, the frequency and length of such access, and the scope of the records made available. The Customer shall reimburse J.P. Morgan for the reasonable cost of copying, collating and researching archived information. |
| 2.14 | Maintenance of Financial Assets at Subcustodian Locations |
| (a) | Unless Instructions require another location acceptable to J.P. Morgan, Financial Assets will be held in the country or jurisdiction in which their principal trading market is located, where such Financial Assets may be presented for payment, where such Financial Assets were acquired, or where such Financial Assets are located. J.P. Morgan reserves the right to refuse to accept delivery of Financial Assets or cash in countries and jurisdictions other than those referred to in Schedule 1 to this Agreement, as in effect from time to time. J.P. Morgan may modify Schedule 1 to this Agreement upon notice to the Customer. |
| (b) | J.P. Morgan reserves the right to restrict the services it provides in certain markets that are deemed by J.P. Morgan to be restricted markets from time to time. A current list of these markets, and a summary of the related restrictions, is set forth on Schedule 3. J.P. Morgan may update Schedule 3 from time to time upon notice to the Customer. |
| 2.15 | Tax Relief Services |
J.P. Morgan will provide tax relief services as provided in Section 8.2.
| 2.16 | Foreign Exchange Transactions |
To facilitate the administration of the Customers trading and investment activity, J.P. Morgan may, but will not be obliged to, enter into spot or forward foreign exchange contracts with the Customer, or an Authorized Person, and may also provide foreign exchange contracts and facilities through its Affiliates or Subcustodians; provided that, subject to J.P. Morgans business consideration, J.P. Morgan will endeavor to enter into foreign exchange contracts as requested by Customer and such contracts will be in accordance with the terms as indicated in the J.P. Morgan Foreign Exchange Pricing Agreement with Customer which may be amended from time to time. In all cases where J.P. Morgan or its Affiliates or Subcustodians enter into foreign exchange contracts or facilities with the Customer, J.P. Morgan will not be executing or otherwise placing any foreign exchange transaction as the Customers agent, and the terms and conditions of such foreign exchange
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contracts or facilities (as the case may be) will apply to such transactions. With respect to the Customers foreign exchange contracts or facilities with J.P. Morgan, J.P. Morgan will be acting as the Customers principal counterparty on such foreign exchange contracts or facilities (as the case may be).
| 2.17 | Notifications |
If the Customer has agreed to access information concerning the Accounts through J.P. Morgans website, except as required in Section 10.1 of the Agreement, J.P. Morgan may make any notifications required under this Agreement by posting it on the website or by other electronic means acceptable to J.P. Morgan as may be reasonably requested in writing by Customer.
| 2.18 | Sealed Envelopes |
From time to time, at the Customers request, J.P. Morgan may agree to hold certain Sealed Envelopes in custody for the Customer. Notwithstanding anything in this Agreement to the contrary, J.P. Morgans sole responsibility with regards to Sealed Envelopes will be to hold them in J.P. Morgans or in a Subcustodians possession. J.P. Morgan shall not be responsible for verifying the content of any Sealed Envelope purported to contain assets or assessing the value, validity or transferability of any such assets (including the existence or value of any investments contained in any Sealed Envelope). With respect to Sealed Envelopes, neither J.P. Morgan nor its Subcustodians will be obligated to perform any service or action described in this Agreement, including, but not limited to, asset servicing, tax services, corporate actions, income or dividend collection, settlement services or class action litigation.
| 3. | INSTRUCTIONS |
| 3.1 | Acting on Instructions; Method of Instruction and Unclear Instructions |
| (a) | The Customer authorizes J.P. Morgan to accept, rely upon and/or act upon any Instructions received by it without inquiry. The Customer will indemnify the J.P. Morgan Indemnitees against, and hold each of them harmless from, any Liabilities that may be imposed on, incurred by, or asserted against the J.P. Morgan Indemnitees as a result of any action or omission taken in accordance with any Instruction. |
| (b) | To the extent possible, instructions to J.P. Morgan shall be sent via electronic instruction or trade information system acceptable to J.P. Morgan or via facsimile transmission. Where reasonably practicable, the Customer will use automated and electronic methods of sending Instructions. |
| (c) | J.P. Morgan shall promptly notify an Authorized Person if J.P. Morgan determines that an Instruction does not contain all information reasonably necessary for J.P. Morgan to carry out the Instruction. J.P. Morgan may decline to act upon an Instruction if it does not receive clarification or confirmation satisfactory to it. J.P. Morgan will not be liable for any loss arising from any reasonable delay in carrying out any such Instruction while it seeks information, clarification or confirmation or in declining to act upon any Instruction for which it does not receive clarification satisfactory to it. |
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| 3.2 | Verification and Security Procedures |
| (a) | J.P. Morgan and the Customer shall comply with any applicable Security Procedures with respect to the delivery or authentication of Instructions and shall ensure that any codes, passwords or similar devices are reasonably safeguarded. |
| (b) | Either party may record any of their telephone communications. |
| 3.3 | Instructions; Contrary to Law/Market Practice |
J.P. Morgan need not act upon Instructions which it reasonably believes to be contrary to law, regulation or market practice, and J.P. Morgan shall be under no duty to investigate whether any Instructions comply with Applicable Law or market practice. In the event J.P. Morgan does not act upon such Instructions, J.P. Morgan will notify the Customer where reasonably practicable.
| 3.4 | Cut-Off Times |
J.P. Morgan has established cut-off times for receipt of Instructions, which will be made available to the Customer. If J.P. Morgan receives an Instruction after its established cut-off time, J.P. Morgan will attempt to act upon the Instruction on the day requested if J.P. Morgan deems it practicable to do so or otherwise as soon as practicable after that day.
| 3.5 | Electronic Access |
Access by the Customer to certain applications or products of J.P. Morgan via J.P. Morgans web site or otherwise shall be governed by this Agreement and the terms and conditions set forth in Annex A.
| 4. | FEES, EXPENSES AND OTHER AMOUNTS OWING TO J.P. MORGAN |
| 4.1 | Fees and Expenses |
The Customer will pay J.P. Morgan for its services under this Agreement such fees as may be agreed upon in writing from time to time, together with J.P. Morgans reasonable out-of-pocket or incidental expenses, including, but not limited to, legal fees and tax or related fees incidental to processing charged directly or indirectly by governmental authorities, issuers, or their agents. Invoices will be payable within thirty (30) days of the date of the invoice. If the Customer disputes an invoice it shall nevertheless pay on or before the date that payment is due such portion of the invoice that is not subject to a bona fide dispute. J.P. Morgan may deduct amounts invoiced from the Cash Account except to the extent that the Customer has objected to the invoice within thirty (30) days of the date of the invoice (or such other period as the parties may agree in writing). Without prejudice to J.P. Morgans other rights, J.P. Morgan reserves the right to charge interest on overdue amounts from the due date until actual payment at such rate as J.P. Morgan customarily charges for similar overdue amounts.
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| 4.2 | Overdrafts |
If a debit to any currency in the Cash Account results in a debit balance, then J.P. Morgan may, in its discretion, (i) advance an amount equal to the overdraft, (ii) refuse to settle in whole or in part the transaction causing such debit balance, or (iii) if any such transaction is posted to the Securities Account, reverse any such posting. If J.P. Morgan elects to make such an advance, the advance will be deemed a loan to the Customer, payable on demand, bearing interest at the applicable rate charged by J.P. Morgan from time to time, for such overdrafts, from the date of such advance to the date of payment (including after the date any judgment may be entered against the Customer with respect to any overdraft) and otherwise on the terms on which J.P. Morgan makes similar overdrafts available from time to time. No prior action or course of dealing on J.P. Morgans part with respect to the settlement of transactions on the Customers behalf will be asserted by the Customer against J.P. Morgan for J.P. Morgans refusal to make advances to the Cash Account or to settle any transaction for which the Customer does not have sufficient available funds in the applicable currency in the Account. The Customer shall be deemed to be in default with respect to any such advance upon the occurrence of any event of the type specified in section 365(e)(1) of the U.S. Bankruptcy Code, as amended from time to time.
| 4.3 | J.P. Morgans Right Over Securities; Set-off |
| (a) | Without prejudice to J.P. Morgans rights under Applicable Law, J.P. Morgan and its Affiliates shall have, and the Customer grants to J.P. Morgan a first priority, perfected and continuing security interest in and a lien on all cash, Financial Assets and any other property of every kind that are credited to the Account or otherwise held for the Customer by J.P. Morgan ( Account Assets ) as security for any and all Liabilities of the Customer to J.P. Morgan or any of its Affiliates, and J.P. Morgan shall be entitled without notice to the Customer, to withhold delivery of such Account Assets, sell or otherwise realize any of such Account Assets and to apply the proceeds and any other monies credited to the Cash Account in satisfaction of such Liabilities; provided, where practicable, J.P. Morgan will endeavor to apprise the Customer prior to any action being initiated in connection with the foregoing. For this purpose, J.P. Morgan may make such currency conversions as may be necessary at its then current rates for the sale and purchase of relevant currencies. |
| (b) | Without prejudice to J.P. Morgans rights under Applicable Law, J.P. Morgan may set off against any Liabilities of the Customer to J.P. Morgan or any of its Affiliates, any amount in any currency (i) standing to the credit of any of the Customers accounts (whether deposit or otherwise) with any J.P. Morgan branch or office or with any Affiliate of J.P. Morgan or (ii) owed to the Customer by any J.P. Morgan branch or office or by any Affiliate of J.P. Morgan. For this purpose, J.P. Morgan shall be entitled to accelerate the maturity of any fixed term deposits and to effect such currency conversions as may be necessary at its current rates for the sale and purchase of the relevant currencies. |
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| 5. | SUBCUSTODIANS, SECURITIES DEPOSITORIES, AND OTHER AGENTS |
| 5.1 | Appointment of Subcustodians; Use of Securities Depositories |
| (a) | J.P. Morgan is authorized under this Agreement to act through and hold the Customers Financial Assets with Subcustodians. J.P. Morgan will use reasonable care in the selection, monitoring and continued appointment of such Subcustodians. In addition, J.P. Morgan and each Subcustodian may deposit Securities with, and hold Securities in any Securities Depository on such terms as such Securities Depository customarily operates and the Customer will provide J.P. Morgan with such documentation or acknowledgements that J.P. Morgan may require to hold the Financial Assets in such Securities Depository. |
| (b) | Unless required otherwise by Applicable law in the relevant market, any agreement J.P. Morgan enters into with a Subcustodian for holding J.P. Morgans customers assets will provide that such assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors except a claim for payment for their safe custody or administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar law, and that the beneficial ownership thereof will be freely transferable without the payment of money or value other than for safe custody or administration. J.P. Morgan shall be responsible for all claims for payment of fees for safe custody or administration so that no Subcustodian exercises any claim for such payment against the Customers assets. Where a Subcustodian deposits Securities with a Securities Depository, J.P. Morgan will cause the Subcustodian to identify on its records that the Securities deposited by the Subcustodian at such Securities Depository belong to J.P. Morgan, as agent. This Section 5.1(b) will not apply to the extent of any special agreement or arrangement made by the Customer with any particular Subcustodian. |
| (c) | Subject to Section 2.20, J.P. Morgan is not responsible for the selection or monitoring of any Securities Depository and will not be liable for any act or omission by (or the insolvency of) any Securities Depository. In the event the Customer incurs a loss due to the negligence, willful default, or insolvency of a Securities Depository, J.P. Morgan will make reasonable efforts, in its discretion, to seek recovery from the Securities Depository, but J.P. Morgan will not be obligated to institute legal proceedings, file proof of claim in any insolvency proceeding, or take any similar action. |
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| 5.2 | Liability for Subcustodians |
| (a) | Subject to Section 7.1(b), J.P. Morgan will be liable for direct losses incurred by the Customer that result from: |
| (i) | the failure by a Subcustodian to use reasonable care in the provision of custodial services by it in accordance with the standards prevailing in the relevant market or from the fraud or willful misconduct of such Subcustodian in the provision of custodial services by it; or |
| (ii) | the insolvency of any Affiliated Subcustodian Bank. |
| (b) | Subject to Section 5.1(a) and J.P. Morgans duty to use reasonable care in the monitoring of a Subcustodians financial condition as reflected in its published financial statements and other publicly available financial information concerning it customarily reviewed by J.P. Morgan in its oversight process, J.P. Morgan will not be responsible for any losses (whether direct or indirect) incurred by the Customer that result from the insolvency of any Subcustodian which is not a branch or an Affiliated Subcustodian Bank. |
| (c) | J.P. Morgan reserves the right to add, replace or remove Subcustodians. J.P. Morgan will give prompt notice of any such action, which will be advance notice if practicable. Upon request by the Customer, J.P. Morgan will identify the name, address and principal place of business of any Subcustodian and the name and address of the governmental agency or other regulatory authority that supervises or regulates such Subcustodian. |
| 6. | ADDITIONAL PROVISIONS |
| 6.1 | Representations of the Customer and J.P. Morgan |
| (a) |
The Customer represents, warrants and covenants that (i) it has full authority and power, and has obtained all necessary authorizations and consents, to deposit and control the Financial Assets, Sealed Envelopes and cash in the Accounts, to use J.P. Morgan as its custodian in accordance with the terms of this Agreement, to borrow money (either short term or intraday borrowings in order to settle transactions prior to receipt of covering funds), grant a lien over Financial Assets as contemplated by Section 4.3, and enter into foreign exchange transactions; (ii) assuming execution and delivery of this Agreement by J.P. Morgan, this Agreement is the Customers legal, valid and binding obligation, enforceable against the Customer in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement; (iii) it has not relied on any oral or written representation made by J.P. Morgan or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of J.P. Morgan; (iv) it is a resident of the United States and shall notify J.P. Morgan of any changes in residency; (v) the Financial Assets, Sealed Envelopes and cash deposited in the Accounts (other than those assets held in Accounts established pursuant to certain account control agreements (Control Account Assets) among the Customer, J.P. Morgan and secured party named therein) are not subject to any |
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| encumbrance or security interest whatsoever and the Customer undertakes that, so long as Liabilities of the Customer under or in connection with this Agreement are outstanding, it will not create or permit to subsist any encumbrance or security interest over such Financial Assets, Sealed Envelopes or cash (other than Control Account Assets); (vi) no delivery of Securities by the Customer to J.P. Morgan and no Instruction by the Customer with respect to such Securities will contravene Applicable Law; and (vii) none of the Financial Assets, Sealed Envelopes and cash to be held under this Agreement are plan assets as defined in Section 3(42) of the Employee Retirement Income Security Act of 1974, as amended, or the regulations thereunder except as otherwise expressly notified to J.P. Morgan. |
J.P. Morgan may rely upon the certification of such other facts as may be required to administer J.P. Morgans obligations under this Agreement and the Customer shall indemnify J.P. Morgan against all losses, liability, claims or demands arising directly or indirectly from any such certifications.
| (b) | J.P. Morgan represents and warrants that (i) assuming execution and delivery of this Agreement by the Customer, this Agreement is J.P. Morgans legal, valid and binding obligation, enforceable against J.P. Morgan in accordance with its terms and (ii) it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement. |
| 6.2 | The Customer is Liable to J.P. Morgan Even if it is Acting for Another Person |
If the Customer is acting as an agent or for another person as envisaged in Section 2.1(a) in respect of any transaction, cash, or Financial Asset, J.P. Morgan nevertheless will treat the Customer as its principal for all purposes under this Agreement. In this regard, the Customer will be liable to J.P. Morgan as a principal in respect of any transactions relating to the Account. The foregoing will not affect any rights J.P. Morgan might have against the Customers principal or the other person envisaged by Section 2.1(a).
| 6.3 | Special Settlement Services |
J.P. Morgan may, but shall not be obliged to, make available to the Customer from time to time special settlement services (including continuous linked settlement) for transactions involving Securities, cash, foreign exchange, and other instruments or contracts. The Customer shall comply, and shall cause its Authorized Persons to comply, with the requirements of any external settlement agency through which such settlements may be processed, including, without limitation, its rules and by-laws, where applicable.
| 7. | WHEN J.P. MORGAN IS LIABLE TO THE CUSTOMER |
| 7.1 | Standard of Care; Liability |
| (a) | J.P. Morgan will use reasonable care in performing its obligations under this Agreement. J.P. Morgan will not be in violation of this Agreement with respect to any matter as to which it has satisfied its obligation of reasonable care. |
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| (b) | J.P. Morgan will be liable for the Customers direct damages to the extent they result from J.P. Morgans fraud, negligence or willful misconduct in performing its duties as set out in this Agreement and to the extent provided in Section 5.2(a). Nevertheless, under no circumstances will J.P. Morgan be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts, J.P. Morgans performance under this Agreement, or J.P. Morgans role as custodian. |
| (c) | The Customer will indemnify the J.P. Morgan Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the J.P. Morgan Indemnitees in connection with or arising out of (i) J.P. Morgans performance under this Agreement, provided the J.P. Morgan Indemnitees have not acted with negligence or engaged in fraud or willful misconduct in connection with the Liabilities in question or (ii) any J.P. Morgan Indemnitees status as a holder of record of the Customers Financial Assets. Nevertheless, the Customer will not be obligated to indemnify any J.P. Morgan Indemnitee under the preceding sentence with respect to any Liability for which J.P. Morgan is liable under Section 5.2(a) of this Agreement. |
| (d) | The Customer agrees that J.P. Morgan provides no service in relation to, and therefore has no duty or responsibility to: (i) question Instructions or make any suggestions to the Customer or an Authorized Person regarding such Instructions; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise the Customer or an Authorized Person regarding any default in the payment of principal or income of any Security other than as provided in Section 2.7(b) of this Agreement; and (iv) evaluate or report to the Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which J.P. Morgan is instructed to deliver Financial Assets or cash. J.P. Morgan is not responsible or liable in any way for the genuineness or validity of any Security or instrument received, delivered or held by J.P. Morgan in physical form that appears to be genuine and valid. |
| 7.2 | Force Majeure |
J.P. Morgan will maintain and update from time to time business continuation and disaster recovery procedures with respect to its global custody business that it determines from time to time meet reasonable commercial standards. J.P. Morgan will have no liability, however, for any damage, loss, expense or liability of any nature that the Customer may suffer or incur, caused by an act of God, fire, flood, civil or labor disturbance, war, terrorism, act of any governmental authority or other act or threat of any authority (de jure or de facto), legal constraint, fraud or forgery (other than on the part of J.P. Morgan or its employees), malfunction of equipment or software (except where such malfunction is primarily and directly attributable to J.P. Morgans negligence in maintaining the equipment or software), currency re-denominations, failure
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of or the effect of rules or operations of any external funds transfer system, inability to obtain or interruption of external communications facilities, or any other cause beyond the reasonable control of J.P. Morgan (including without limitation, the non-availability of appropriate foreign exchange).
| 7.3 | J.P. Morgan May Consult With Counsel |
J.P. Morgan will be entitled to rely on, and may act upon the advice of professional advisors in relation to matters of law, regulation or market practice (which may be the professional advisors of the Customer), and will not be liable to the Customer under this Agreement for any action taken or omitted pursuant to such advice.
| 7.4 | J.P. Morgan Provides Diverse Financial Services and May Generate Profits as a Result |
The Customer hereby authorizes J.P. Morgan to act under this Agreement notwithstanding that: (a) J.P. Morgan or any of its divisions, branches or Affiliates may have a material interest in transactions entered into by the Customer with respect to the Account or that circumstances are such that J.P. Morgan may have a potential conflict of duty or interest, including the fact that J.P. Morgan or its Affiliates may act as a market maker in the Financial Assets to which Instructions relate, provide brokerage services to other customers, act as financial adviser to the issuer of such Financial Assets, act in the same transaction as agent for more than one customer, have a material interest in the issue of the Financial Assets; or earn profits from any of the activities listed herein and (b) J.P. Morgan or any of its divisions, branches or Affiliates may be in possession of information tending to show that the Instructions received may not be in the best interests of the Customer. J.P. Morgan is not under any duty to disclose any such information.
| 7.5 | Assets Held Outside J.P. Morgans Control |
J.P. Morgan will not be obliged to (a) hold Financial Assets or cash with any person not agreed to by J.P. Morgan or (b) register or record Financial Assets in the name of any person not agreed to by J.P. Morgan. Furthermore, J.P. Morgan will not be obliged to register or record on J.P. Morgans records Financial Assets held outside J.P. Morgans control. If, however, the Customer makes any such request and J.P. Morgan agrees to the request, the consequences of doing so will be at the Customers own risk. J.P. Morgan shall not be liable for any losses incurred as a result and may be precluded from providing some of the services referred to in this Agreement (for example, and without limitation, income collection, proxy voting, class action litigation and Corporate Action notification and processing).
| 7.6 | Ancillary Services |
J.P. Morgan and its Subcustodians may use third party delivery services and providers of information regarding non-core custody services matters such as pricing, proxy voting, corporate actions and class action litigation and use local agents to provide extraordinary services such as attendance at annual meetings of issuers of Securities. Although J.P. Morgan will use reasonable care (and cause its Subcustodians to use reasonable care) in the selection and retention of such third party providers and local agents, it will not be responsible for any errors or omissions made by them in providing the relevant information or services.
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| 7.7 | Service Locations |
J.P. Morgan maintains various operational/service centers and locations through the United States and foreign jurisdictions. The services provided under this Agreement may be provided from one or more such locations. J.P. Morgan may change the operational/service centers and locations as it deems necessary or appropriate for its business concerns.
| 8. | TAXATION |
| 8.1 | Tax Obligations |
| (a) | The Customer will pay or reimburse J.P. Morgan, and confirms that J.P. Morgan is authorized to deduct from any cash received or credited to the Cash Account, any taxes or levies required by any revenue or governmental authority for whatever reason in respect of the Customers Accounts. |
| (b) | The Customer will provide to J.P. Morgan such certifications, declarations, documentation, and information as it may require in connection with taxation, and warrants that, when given, this information is true and correct in every respect, not misleading in any way, and contains all material information. The Customer undertakes to notify J.P. Morgan immediately if any information requires updating or correcting. J.P. Morgan has no duty in respect of, or liability for any taxes, penalties, interest or additions to tax, payable or paid that result from (i) the inaccurate completion of documents by the Customer or any third party; (ii) provision to J.P. Morgan or a third party of inaccurate or misleading information by the Customer or any third party; (iii) the withholding of material information by the Customer or any third party; or (iv) any delay by any revenue authority or any other cause beyond J.P. Morgans control. |
| (c) | If J.P. Morgan does not receive appropriate certifications, documentation and information then, as and when appropriate and required, additional tax shall be deducted from all income received in respect of the Financial Assets issued (including, but not limited to, United States non-resident alien tax and/or backup withholding tax). |
| (d) | The Customer will be responsible in all events for the timely payment of all taxes relating to the Financial Assets in the Securities Account; provided, however, that J.P. Morgan will be responsible for any penalty or additions to tax due solely as a result of J.P. Morgans negligent acts or omissions with respect to paying or withholding tax or reporting interest, dividend or other income paid or credited to the Cash Account. |
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| 8.2 | Tax Relief Services |
| (a) | Subject to the provisions of this Section, J.P. Morgan will provide (i) a relief at source service to obtain a reduction of withholding tax withheld as may be available in the applicable market in respect of income payments on Financial Assets credited to the Securities Account that J.P. Morgan believes may be available to the Customer and/or (ii) a tax reclaim service on certain qualifying Financial Assets. To defray expenses pertaining to nominal tax claims, J.P. Morgan may from time-to-time set minimum thresholds as to a de minimis value of tax reclaims or reduction of withholding which it will pursue in respect of income payments under this Section. |
| (b) | The provision of a tax relief service by J.P. Morgan is conditional upon J.P. Morgan receiving from the Customer (i) a declaration of its identity and place of residence and (ii) certain other documentation (pro forma copies of which are available from J.P. Morgan), prior to the receipt of Financial Assets in the Account and/or the payment of income. |
| (c) | J.P. Morgan will perform tax relief services only with respect to taxation levied by the revenue authorities of the countries advised to the Customer from time to time and J.P. Morgan may, by notification in writing, in its absolute discretion, supplement or amend the countries in which the tax relief services are offered. Other than as expressly provided in this Section 8.2, J.P. Morgan will have no responsibility with regard to the Customers tax position or status in any jurisdiction. |
| 9. | TERMINATION |
| 9.1 | Termination |
| (a) | Either party may terminate this Agreement on sixty (60) days written notice to the other party; provided the Customer shall pay a termination fee to J.P. Morgan in the amount of (i) $500,000 (U.S.) if the Customer provides such written notice within one hundred and eighty (180) days from and including the date on which J.P. Morgan commenced providing services under this Agreement or (ii) $250,000 (U.S.) if the Customer provides such written notice during the subsequent one hundred and eighty (180) days. For the avoidance of doubt, in the event J.P. Morgan terminates the Agreement pursuant to this Section 9.1(a), the Customer will not be required to pay the above termination fee. |
| (b) | Notwithstanding Section 9.1(a): |
| (i) | Either party may terminate this Agreement immediately on written notice to the other party in the event that a material breach of this Agreement by the other party has not been cured within thirty (30) days of that party being given written notice of the material breach; |
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| (ii) | Either party may terminate this Agreement immediately on written notice to the other party upon the other party being declared bankrupt, entering into a composition with creditors, obtaining a suspension of payment, being put under court controlled management, being subject to an involuntary order for the transfer of all or part of its business by a statutory authority, having any of its issued shares suspended from trading on any exchange on which they are listed (if applicable) or being the subject of a similar measure; and |
| (iii) | J.P. Morgan may terminate this Agreement on thirty (30) days written notice to the Customer in the event that J.P. Morgan reasonably determines that the Customer has ceased to satisfy J.P. Morgans customary credit requirements. |
| 9.2 | Exit Procedure |
The Customer will provide J.P. Morgan full details of the persons to whom J.P. Morgan must deliver Financial Assets and cash within a reasonable period before the effective time of termination of this Agreement. If the Customer fails to provide such details in a timely manner, J.P. Morgan shall be entitled to continue to be paid fees under this Agreement until such time as it is able to deliver the Financial Assets and cash to its successor custodian, but J.P. Morgan may take such steps as it reasonably determines to be necessary to protect itself following the effective time of termination, including ceasing to provide transaction settlement services in the event that J.P. Morgan is unwilling to assume any related credit risk. J.P. Morgan will in any event be entitled to deduct any amounts owing to it prior to delivery of the Financial Assets and cash (and, accordingly, J.P. Morgan will be entitled to sell Financial Assets and apply the sale proceeds in satisfaction of amounts owing to it). The Customer will reimburse J.P. Morgan promptly for all reasonable out-of-pocket expenses it incurs in delivering Financial Assets upon termination. Termination will not affect any of the liabilities either party owes to the other arising under this Agreement prior to such termination.
| 10. | MISCELLANEOUS |
| 10.1 | Notices |
Notices pursuant to Section 9 of this Agreement shall be sent or served by registered mail, overnight delivery services, such as Federal Express (FedEx) or United Parcel Service (UPS), etc., courier services or hand delivery to the address of the respective parties as set out on the first page of this Agreement, unless notice of a new address is given to the other party in writing.
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| 10.2 | Successors and Assigns |
This Agreement will be binding on each of the parties successors and assigns. The parties agree that neither party can assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld or delayed; except J.P. Morgan may assign this Agreement without the Customers consent to (a) any Affiliate or subsidiary of J.P. Morgan or (b) in connection with a merger, reorganization, stock sale or sale of all or substantially all of J.P. Morgans custody business.
| 10.3 | Entire Agreement |
This Agreement, including the Schedules, Exhibits, and Riders (and any separate agreement which J.P. Morgan and the Customer may enter into with respect to any Cash Account), sets out the entire Agreement between the parties in connection with the subject matter hereof, and this Agreement supersedes any other agreement, statement or representation relating to custody, whether oral or written. Amendments must be in writing and, except where this Agreement provides for amendments by notice from J.P. Morgan, signed by both parties.
| 10.4 | Information Concerning Deposits at J.P. Morgans Non-US Branch |
Under U.S. federal law, deposit accounts that the Customer maintains in J.P. Morgans foreign branches (outside of the U.S.) are not insured by the Federal Deposit Insurance Corporation. In the event of J.P. Morgans liquidation, foreign branch deposits have a lesser preference than U.S. deposits, and such foreign deposits are subject to cross-border risks.
| 10.5 | Insurance |
The Customer acknowledges that J.P. Morgan will not be required to maintain any insurance coverage specifically for the benefit of the Customer. J.P. Morgan will, however, provide summary information regarding its own general insurance coverage to the Customer upon written request.
| 10.6 | Security Holding Disclosure |
With respect to Securities and Exchange Commission Rule 14b-2 under The U.S Shareholder Communications Act, regarding disclosure of beneficial owners to issuers of Securities, J.P. Morgan is instructed not to disclose the name, address or Security positions of the Customer in response to shareholder communications requests regarding the Account.
| 10.7 | USA PATRIOT Act Disclosure |
Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act) requires J.P. Morgan to implement reasonable procedures to verify the identity of any person that opens a new Account with it. Accordingly, the Customer acknowledges that Section 326 of the USA PATRIOT Act and J.P. Morgans identity verification procedures require J.P. Morgan to obtain information which may be used to confirm the Customers identity, including without limitation the Customers name, address and organizational documents (identifying information). The Customer may also be asked to provide information about its financial status such as its current audited and unaudited financial statements. The Customer agrees to provide J.P. Morgan with and consents to J.P. Morgan obtaining from third parties any such identifying and financial information required as a condition of opening an account with or using any service provided by J.P. Morgan.
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| 10.8 | Governing Law and Jurisdiction |
This Agreement will be construed, regulated, and administered under the laws of the United States or State of New York, as applicable, without regard to New Yorks principles regarding conflict of laws, except that the foregoing shall not reduce any statutory right to choose New York law or forum. The United States District Court for the Southern District of New York will have the sole and exclusive jurisdiction over any lawsuit or other judicial proceeding relating to or arising from this Agreement. If that court lacks federal subject matter jurisdiction, the Supreme Court of the State of New York, New York County will have sole and exclusive jurisdiction. Either of these courts will have proper venue for any such lawsuit or judicial proceeding, and the parties waive any objection to venue or their convenience as a forum. The parties agree to submit to the jurisdiction of any of the courts specified and to accept service of process to vest personal jurisdiction over them in any of these courts. The parties further hereby knowingly, voluntarily and intentionally waive, to the fullest extent permitted by applicable law, any right to a trial by jury with respect to any such lawsuit or judicial proceeding arising or relating to this Agreement or the transactions contemplated hereby. To the extent that in any jurisdiction the Customer or J.P. Morgan may now or hereafter be entitled to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, the Customer or J.P. Morgan shall not claim, and it hereby irrevocably waives, such immunity.
| 10.9 | Severability; Waiver; and Survival |
| (a) | If one or more provisions of this Agreement are held invalid, illegal or unenforceable in any respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions will not in any way be affected or impaired. |
| (b) | Except as otherwise provided herein, no failure or delay on the part of either party in exercising any power or right under this Agreement operates as a waiver, nor does any single or partial exercise of any power or right preclude any other or further exercise, or the exercise of any other power or right. No waiver by a party of any provision of this Agreement, or waiver of any breach or default, is effective unless it is in writing and signed by the party against whom the waiver is to be enforced. |
| (c) | The parties rights, protections, and remedies under this Agreement shall survive its termination. |
| 10.10 | Confidentiality |
| (a) | Subject to Clause 10.10(b) J.P. Morgan will hold all Confidential Information in confidence and will not disclose any Confidential Information except as may be required by Applicable Law, a regulator with jurisdiction over J.P. Morgans business, or with the consent of the Customer. |
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| (b) | The Customer authorizes J.P. Morgan to disclose Confidential Information to: |
| (i) | any Subcustodian, subcontractor, agent, Securities Depository, securities exchange, broker, third party agent, proxy solicitor, issuer, or any other person that J.P. Morgan believes it is reasonably required in connection with J.P. Morgans provision of relevant services under this Agreement; |
| (ii) | its professional advisors, auditors or public accountants; |
| (iii) | its Affiliates and branches; and |
| (iv) | any revenue authority or any governmental entity in relation to the processing of any tax relief claim. |
| (c) | Except as otherwise required by Applicable Law or as needed to enforce the terms of this Agreement, the parties shall hold the terms and conditions, including, without limitation, any commercial terms, of this Agreement in confidence. |
| 10.11 | Counterparts |
This Agreement may be executed in several counterparts each of which will be deemed to be an original and together will constitute one and the same agreement.
| 10.12 | No Third Party Beneficiaries |
A person who is not a party to this Agreement shall have no right to enforce any term of this Agreement.
[ Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the date set forth above.
| ON BEHALF OF EACH TRUST LISTED ON SCHEDULE A ATTACHED TO THIS AGREEMENT | ||
| By: | /s/ W. Patrick Bradley | |
| Name: | W. Patrick Bradley | |
| Title: | VP& Treasurer | |
| Date: | 2/27/2013 | |
| JPMORGAN CHASE BANK, N.A. | ||
|
By: |
||
| Name: |
Matthew Caulfield |
|
| Title: |
MD |
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| Date: |
3/1/2013 |
|
Global Custody Agreement New York General May 2012
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SCHEDULE ALIST OF CUSTOMERS AS OF MARCH 1, 2013
VIRTUS VARIABLE INSURANCE TRUST
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SCHEDULE 1
List of Subcustodians and Markets Used by J.P. Morgan
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SCHEDULE 2
Form of Board Resolution
| To: | JPMorgan Chase Bank, N.A. |
20 .
We hereby certify that the following is a true copy of the minutes of the Board of Directors of .* (the Company ) which was duly called and held on , 20 . and at which a duly qualified quorum was present throughout and entitled to vote.
| 1. | There was produced to the meeting a form of Custody Agreement provided by JPMorgan Chase Bank, N.A. (J.P. Morgan) for use in connection with the opening of one or more cash and securities accounts and the conduct of such other transactions between the Company and J.P. Morgan as referred to therein. The form of Custody Agreement produced had been completed by an officer of the Company, and in particular it was noted that details of the Authorized Persons (as defined therein) and details of persons authorized to give instructions on behalf of the Company had been provided to J.P. Morgan. Details of any Fund Managers and Advisers had also been provided to J.P. Morgan. The indemnities given to J.P. Morgan in the Custody Agreement were also noted. The meeting considered the form of the Custody Agreement. |
| 2. | IT WAS RESOLVED that the form of Custody Agreement (together with the Schedule and Appendices), completed in the manner and form produced at the meeting, be and is hereby approved and that ** be and he/she is hereby authorized, for and on behalf of the Company, to sign and deliver the same together with such changes and amendments thereto as he/she may in his/her sole discretion think fit. |
| 3. | There was produced to the meeting a form of power of attorney ( power of attorney ) to be given by the Company to J.P. Morgan to enable J.P. Morgan to provide tax reclaim services as provided for in the Custody Agreement. The meeting considered the form of the power of attorney and in particular the indemnities contained in it. IT WAS RESOLVED that that power of attorney be and it is hereby approved and that it be executed under seal in accordance with the Companys constitution. |
Director
Secretary
| * | Name of Company in full. |
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SCHEDULE 3
J.P. Morgan Worldwide Securities Services Custody Restricted Markets Schedule
The following table identifies certain markets that J.P. Morgan has determined to be restricted markets and provides summary information about the nature of the restrictions applicable in each. J.P. Morgan reserves the right to update this Schedule from time to time upon notice to Customer.
|
Market |
Restrictions |
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Costa Rica |
Local currency will be held in one or more separate cash accounts that J.P. Morgan opens for the benefit of its customers with J.P. Morgans Costa Rican Subcustodian.
If J.P. Morgans Costa Rican Subcustodian exits the market or becomes an unacceptable provider of subcustody services, J.P. Morgan may cease to provide custody services with respect to Securities that are safekept in Costa Rica. Although J.P. Morgan will work with customers to mitigate the impact of any decision to exit the market, it may not be practicable to give significant advance notice of the exit. |
|
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Iceland |
Until further notice from J.P. Morgan, no deposits of Icelandic currency will be held in the Customers Cash Account except for the proceeds of sales of Icelandic Securities or where income and corporate action proceeds are paid in local currency.
Until further notice from J.P. Morgan, any credit of Icelandic currency to the Customers Cash Account with J.P. Morgan will be conditional and subject to reversal by J.P. Morgan upon notice to Customer except to the extent that the funds are able to be applied at Customers Instruction to the purchase of Icelandic Securities or J.P. Morgan is able to repatriate the funds from J.P. Morgans Icelandic Subcustodian via a foreign exchange transaction (upon Instruction received from Customer). In this regard, Customer will be entitled to no more than Customers pro rata share of any recoveries that J.P. Morgan is able to obtain, as reasonably determined by J.P. Morgan. |
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Lithuania |
Until further notice from J.P. Morgan, no deposits of Lithuanian currency will be held in the Customers Cash Account except for any existing balances and future proceeds of sales of Securities safekept in Lithuania (Lithuanian Securities) or where income and corporate action proceeds are paid in local currency.
Until further notice from J.P. Morgan, any credit of Lithuanian currency to Customers Cash Account with J.P. Morgan will be conditional and subject to reversal by J.P. Morgan upon notice to Customer except to the extent that the funds are able to be applied at Customers direction to the purchase of Lithuanian Securities or J.P. Morgan is able to repatriate the funds from J.P. Morgans Lithuanian Subcustodian via a foreign exchange transaction (upon Instruction received from Customer). In this regard, Customer will be entitled to no more than Customers pro rata share of any recoveries that J.P. Morgan is able to obtain, as reasonably determined by J.P. Morgan. |
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Malawi |
Local currency will be held in one or more separate cash accounts that J.P. Morgan opens for the benefit of its customers with J.P. Morgans Malawi Subcustodian.
Due to unclear standards in the Malawi market with respect to the completion and submission of corporate action elections, J.P. Morgan will be subject to a reasonable efforts standard of care with respect to any Corporate Action related to Securities safekept in Malawi (Malawi Securities).
If J.P. Morgans Malawi Subcustodian exits the market or becomes an unacceptable provider of subcustody services, J.P. Morgan may cease to provide custody services with respect to Malawi Securities. Although J.P. Morgan will work with customers to mitigate the impact of any decision to exit the market, it may not be practicable to give significant advance notice of the exit. |
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Market |
Restrictions |
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| Due to unclear standards in the Russian market with respect to the completion and submission of corporate action elections, J.P. Morgan will be subject to a reasonable efforts standard of care with respect to any Corporate Action related to Russian Equities. For clients settling through Russian Registrar Companies, proxy services are available where a signed agreement is in place between the Russian Subcustodian and the applicable Russian Registrar Company. | ||
| Tanzania |
Local currency will be held in one or more separate cash accounts that J.P. Morgan opens for the benefit of its customers with J.P. Morgans Tanzanian Subcustodian.
Due to the unclear standards in the Tanzanian market with respect to the completion and submission of corporate action elections, J.P. Morgan will be subject to a reasonable efforts standard of care with respect to any Corporate Action related to Securities safekept in Tanzania (Tanzanian Securities).
If J.P. Morgans Tanzanian Subcustodian exits the market or becomes an unacceptable provider of subcustody services, J.P. Morgan may cease to provide custody services with respect to Tanzanian Securities. Although J.P. Morgan will work with customers to mitigate the impact of any decision to exit the market, it may not be practicable to give significant advance notice of the exit. |
|
| Ukraine (for Ukrainian Equities only) |
Customer should refer to the current version of the applicable J.P. Morgans Ukraine briefing memo regarding the account structure and corporate action nuances of the Ukrainian market.
For client opening accounts in Ukraine and unincorporated client types in particular, due to unclear standards in the Ukrainian market with respect to the completion and submission of corporate action elections, J.P. Morgan will be subject to a reasonable efforts standard of care with respect to any Corporate Action related to equity Securities safekept in Ukraine. |
|
| West African Economic and Monetary Union (WAEMU) |
Local currency will be held in one or more separate cash accounts that J.P. Morgan opens for the benefit of its customers with J.P. Morgans WAEMU Subcustodian.
If J.P. Morgans WAEMU Subcustodian exits the market or becomes an unacceptable provider of subcustody services, or if market conditions otherwise deteriorate within one or more of the member states of WAEMU, J.P. Morgan may cease to provide custody services with respect to Securities issued in member states of WAEMU that are settled and safekept at Dépositaire Central/Banque de Règlement S.A.. Although J.P. Morgan will work with customers to mitigate the impact of any decision to exit the market, it may not be practicable to give significant advance notice of the exit. |
|
| Zimbabwe |
Until further notice from J.P. Morgan, any credit of U.S. Dollars to the Customers Cash Account with J.P. Morgan applied at Customers direction to the purchase or sale of Zimbabwe Securities will be conditional and subject to reversal by J.P. Morgan upon notice to Customer except to the extent that the funds are able to be repatriated or J.P. Morgan is able to repatriate the funds from J.P. Morgans Zimbabwean Subcustodian via a capital remittance transaction (upon Instruction received from Customer). In this regard, Customer will be entitled to no more than Customers pro rata share of any recoveries that J.P. Morgan is able to obtain, as reasonably determined by J.P. Morgan.
If J.P. Morgans Zimbabwean Subcustodian exits the market or becomes an unacceptable provider of subcustody services, or if market conditions otherwise deteriorate, J.P. |
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Market |
Restrictions |
|
| Morgan may cease to provide custody services with respect to Securities that are safekept in Zimbabwe. Although J.P. Morgan will work with customers to mitigate the impact of any decision to exit the market, it may not be practicable to give significant advance notice of the exit. |
U.K. Client Money Terms
Funds held in cash accounts that J.P. Morgan opens with a Subcustodian for the benefit of its customers will be subject to the protections of the U.K. FSA Client Money Rules and such cash accounts treated as Designated Client Money Accounts for purposes of those rules. In this regard, J.P. Morgan shall not place any of its proprietary funds in any of these cash accounts. However, Customers funds in these cash accounts may be commingled (though distinguishable via books and records kept at J.P. Morgan) with funds belonging to other J.P. Morgan clients. These cash accounts are not an obligation of J.P. Morgan. In cases where the market is located outside of the European Economic Area (EEA), these cash accounts may be subject to the laws of the market in which the Subcustodian operates such cash accounts. As a result, the Customers rights relating to such deposits may differ from its rights in deposits held at banks in the EEA. In the event that the Subcustodian pays interest on any of these cash accounts, the Customer shall be entitled to its proportionate share of that interest.
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ANNEX A
Electronic Access
1. J.P. Morgan may permit the Customer and its Authorized Persons to access certain electronic systems and applications (collectively, the Products) and to access or receive electronically Data (as defined below) in connection with the Agreement (collectively, the Products). J.P. Morgan may, from time to time, introduce new features to the Products or otherwise modify or delete existing features of the Products in its sole discretion. J.P. Morgan shall endeavor to give the Customer reasonable notice of its termination or suspension of access to the Products, but may do so immediately if J.P. Morgan determines, in its sole discretion, that providing access to the Products would violate Applicable Law or that the security or integrity of the Products is at risk. Access to the Products shall be subject to the Security Procedures.
2. In consideration of the fees paid by the Customer to J.P. Morgan and subject to any applicable software license addendum in relation to J.P. Morgan-owned or sublicensed software provided for a particular application and Applicable Law, J.P. Morgan grants to the Customer a non-exclusive, non-transferable, limited and revocable license to use the Products and the information and data made available through the Products or transferred electronically (the Data) for the Customers internal business use only. The Customer may download the Data and print out hard copies for its reference, provided that it does not remove any copyright or other notices contained therein. The license granted herein will permit use by the Customers Authorized Person, provided that such use shall be in compliance with the Agreement, including this Annex. The Customer acknowledges that elements of the Data, including prices, corporate action information, and reference data, may have been licensed by J.P. Morgan from third parties and that any use of such Data beyond that authorized by the foregoing license, may require the permission of one or more third parties in addition to J.P. Morgan.
3. The Customer acknowledges that there are security, corruption, transaction error and access availability risks associated with using open networks such as the internet, and the Customer hereby expressly assumes such risks. The Customer is solely responsible for obtaining, maintaining and operating all software (including antivirus software, anti-spyware software, and other internet security software) and personnel necessary for the Customer to access and use the Products. All such software must be interoperable with J.P. Morgans software. Each of the Customer and J.P. Morgan shall be responsible for the proper functioning, maintenance and security of its own systems, services, software and other equipment.
4. In cases where J.P. Morgans web site is unexpectedly down or otherwise unavailable, J.P. Morgan shall, absent a force majeure event, provide other appropriate means for the Customer or its Authorized Persons to instruct J.P. Morgan or obtain reports from J.P. Morgan. J.P. Morgan shall not be liable for any Liabilities arising out of the Customers use of, access to or inability to use the Products via J.P. Morgans web site in the absence of J.P. Morgans gross negligence or willful misconduct.
5. Use of the Products may be monitored, tracked, and recorded. In using the Products, the Customer hereby expressly consents to such monitoring, tracking, and recording. Individuals and organizations should have no expectation of privacy unless local law, regulation, or contract provides otherwise. J.P. Morgan shall own all right, title and interest in the data reflecting the Customer usage of the Products or J.P. Morgans web site (including, but not limited to, general usage data and aggregated transaction data). J.P. Morgan may use and sublicense data obtained by it regarding the Customers use of the Products or J.P. Morgans website, as long as J.P. Morgan does not disclose to others that the Customer was the source of such data or the details of individual transactions effected using the Products or web site.
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6. The Customer shall not knowingly use the Products to transmit (i) any virus, worm, or destructive element or any programs or data that may be reasonably expected to interfere with or disrupt the Products or servers connected to the Products; (ii) material that violates the rights of another, including but not limited to the intellectual property rights of another; and (iii) junk mail, spam, chain letters or unsolicited mass distribution of e-mail.
7. The Customer shall promptly and accurately designate in writing to J.P. Morgan the geographic location of its users upon written request. The Customer further represents and warrants to J.P. Morgan that the Customer shall not access the service from any jurisdiction which J.P. Morgan informs the Customer or where the Customer has actual knowledge that the service is not authorized for use due to local regulations or laws, including applicable software export rules and regulations. Prior to submitting any document which designates the persons authorized to act on the Customers behalf, the Customer shall obtain from each individual referred to in such document all necessary consents to enable J.P. Morgan to process the data set out therein for the purposes of providing the Products.
8. The Customer will be subject to and shall comply with all applicable laws, rules and regulations concerning restricting collection, use, disclosure, processing and free movement of the Data (collectively, the Privacy Regulations). The Privacy Regulations may include, as applicable, the Federal Privacy of Consumer Financial Information Regulation (12 CFR Part 30), as amended from time to time, issued pursuant to Section 504 of the Gramm-Leach-Bliley Act of 1999 (15 U.S.C. §6801, et seq.), the Health and Insurance Portability and Accountability Act of 1996 (42 U.S.C. §1320d), The Data Protection Act 1998 and Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to processing of personal data and the free movement of such data.
9. The Customer shall be responsible for the compliance of its Authorized Persons with the terms of the Agreement, including this Annex.
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AMENDED AND RESTATED
EXPENSE LIMITATION AGREEMENT
VIRTUS VARIABLE INSURANCE TRUST
This Amended and Restated Expense Limitation Agreement (the Agreement) effective as of May 1, 2013, amends and restates that certain Expense Limitation Agreement effective as of February 14, 2011, by and between Virtus Variable Insurance Trust, a Delaware statutory trust (the Registrant), on behalf of each series of the Registrant listed in Appendix A (each a Fund and collectively, the Funds) and the Adviser of each of the Funds, Virtus Investment Advisers, Inc., a Massachusetts corporation (the Adviser).
WHEREAS, the Adviser renders advice and services to the Funds pursuant to the terms and provisions of one or more Investment Advisory Agreements entered into between the Registrant and the Adviser (the Advisory Agreement);
WHEREAS, the Adviser desires to maintain the expenses of each Fund at a level below the level to which each such Fund might otherwise be subject; and
WHEREAS, the Adviser understands and intends that the Registrant will rely on this Agreement in accruing the expenses of the Registrant for purposes of calculating net asset value and for other purposes, and expressly permits the Registrant to do so.
NOW, THEREFORE, the parties hereto agree as follows:
| 1. | Limit on Fund Expenses. The Adviser hereby agrees to limit the Expenses of each class of each Fund to the respective rate of Total Fund Operating Expenses (Expense Limit) specified for that class in Appendix A of this Agreement for the time period indicated. |
| 2. | Definition. For purposes of this Agreement, the term Total Fund Operating Expenses with respect to a Fund is defined to include all expenses necessary or appropriate for the operation of the Fund including the Advisers investment advisory or management fee under the Advisory Agreement and other expenses described in the Advisory Agreement that the Fund is responsible for and have not been assumed by the Adviser, but excludes front-end or contingent deferred loads, taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, or extraordinary expenses (such as litigation) or acquired fund fees and expenses. |
| 3. | Recoupment and Recapture of Fees and Expenses. Each Fund agrees to reimburse the Adviser and/or certain of its affiliates (collectively, Virtus) out of assets belonging to the relevant class of the Fund for any Total Fund Operating Expenses of the relevant class of the Fund in excess of the Expense Limit paid, waived or assumed by Virtus for that Fund, provided that Virtus would not be entitled to reimbursement for any amount that would cause Total Fund Operating Expenses to exceed the Expense Limit or, if the Expense Limit has been removed, then the previous Expense Limit, at the time that the reimbursement would be made, and provided further that no amount would be reimbursed by the Fund more than three years after the fiscal year in which it was incurred or waived by Virtus. |
| 4. |
Term, Termination and Modification. This Agreement shall become effective on the date specified herein and shall remain in effect with respect to each Fund subject to a Contractual Expense Limitation for the time period indicated on Appendix A, unless sooner terminated as provided below in this Paragraph. Subsequent to the initial term |
| indicated on Appendix A, the amount of the Expense Limit and term applicable to each Fund shall be as disclosed in the then current prospectus of that Fund. This Agreement shall remain in effect with respect to each Fund subject to a Voluntary Expense Limitation until such time as specified in a notice of its termination provided by one party to the other party. This Agreement also may be terminated by the Registrant on behalf of any one or more of the Funds at any time without payment of any penalty or by the Board of Trustees of the Registrant upon thirty (30) days written notice to the Adviser. In addition, this Agreement shall terminate with respect to a Fund upon termination of the Advisory Agreement with respect to such Fund. |
| 5. | Assignment. This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party. |
| 6. | Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute or rule, or shall otherwise be rendered invalid, the remainder of this Agreement shall not be affected thereby. |
| 7. | Captions. The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. |
| 8. | Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of Delaware without giving effect to the conflict of laws principles thereof; provided that nothing herein shall be construed to preempt, or to be inconsistent with, any Federal securities law, regulation or rule, including the Investment Company Act of 1940, as amended, and the Investment Advisers Act of 1940, as amended, and any rules and regulations promulgated thereunder. |
| 9. | Computation. If the fiscal year-to-date Total Fund Operating Expenses of a Fund at the end of any month during which this Agreement is in effect exceed the Expense Limit for that Fund (the Excess Amount), the Adviser shall (at its option) waive or reduce its fee under the Advisory Agreement and/or remit to that Fund an amount that is sufficient to pay the Excess Amount computed on the last day of the month. |
| 10. | Liability. Virtus agrees that it shall look only to the assets of the relevant class of each respective relevant Fund for performance of this Agreement and for payment of any claim Virtus may have hereunder, and neither any other series (including the other series of the Registrant) or class of the Fund, nor any of the Registrants trustees, officers, employees, agents or shareholders, whether past, present or future, shall be personally liable therefor. |
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized officers.
| VIRTUS VARIABLE INSURANCE TRUST | VIRTUS INVESTMENT ADVISERS, INC. | |||||||
| By: | /s/ Francis G. Waltman | By: | /s/ Francis G. Waltman | |||||
| Francis G. Waltman | Francis G. Waltman | |||||||
| Senior Vice President | Executive Vice President | |||||||
APPENDIX A
Contractual Expense Limitations
|
Fund |
Total Fund
|
Term |
||
|
Virtus Small-Cap Growth Series |
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Class A |
1.19% | November 6, 2012 through April 30, 2014 | ||
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Class I |
0.94% | May 1, 2013 through April 30, 2014 | ||
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Virtus Small-Cap Value Series |
||||
|
Class A |
1.20% | November 6, 2012 through April 30, 2014 | ||
|
Virtus Capital Growth Series |
||||
|
Class A |
1.03% | November 6, 2012 through April 30, 2014 | ||
|
Virtus Growth & Income Series |
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Class A |
0.98% | November 6, 2012 through April 30, 2014 | ||
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Virtus Multi-Sector Fixed Income Series |
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|
Class A |
0.94% | November 6, 2012 through April 30, 2014 | ||
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Class I |
0.69% | May 1, 2013 through April 30, 2014 | ||
|
Virtus Strategic Allocation Series |
||||
|
Class A |
0.98% | November 6, 2012 through April 30, 2014 | ||
|
Virtus International Series |
||||
|
Class A |
1.23% | November 6, 2012 through April 30, 2014 | ||
|
Class I |
0.98% | May 1, 2013 through April 30, 2014 | ||
|
Virtus Real Estate Securities Series |
||||
|
Class A |
1.16% | November 6, 2012 through April 30, 2014 | ||
|
Class I |
0.91% | May 1, 2013 through April 30, 2014 | ||
|
Virtus Premium AlphaSector TM Series |
||||
|
Class A |
1.70% | May 1, 2013 through April 30, 2014 | ||
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Class I |
1.45% | May 1, 2013 through April 30, 2014 | ||
Voluntary Expense Limitations*
|
Fund |
Total Fund Operating Expense Limit |
Effective Date |
||
|
N/A |
| * | Voluntary expense limitations are terminable at any time upon notice. |
FORM OF
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (this Agreement) is made as of [__] by and between (i) The Virtus Variable Insurance Trust (the Trust), acting on behalf of itself and each of its portfolio series, whether existing on the date hereof (as listed on Appendix A hereto) or subsequently established (the Series) and (ii) the trustee of the Trust whose name is set forth on the signature page (the Trustee).
WHEREAS, the Trustee is a trustee of the Trust, and the Trust wishes the Trustee to continue to serve in that capacity;
WHEREAS, the declaration of trust of the Trust (the Declaration of Trust) provides that the business of the Trust shall be managed by the Trustees and they shall have all powers necessary to carry out that responsibility, does not limit any rights to indemnification that the Trustee may be entitled to by contract or otherwise under law and the Trustees have duly authorized this Agreement; and
WHEREAS, to induce the Trustee to continue to provide services to the Trust as a trustee of the Trust and to provide the Trustee with contractual assurance that indemnification will be available to the Trustee, the Trust desires to provide the Trustee with protection against personal liability and delineate certain procedural aspects relating to indemnification and advancement of expenses, as more fully set forth herein,
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual agreements set forth herein, the parties hereby agree as set forth below.
1. Definitions . For purposes of this Agreement, the following terms shall have the following meanings:
(a) Disabling Conduct shall mean the Trustees willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
(b) Expenses shall include without limitation all judgments, penalties, fines, amounts paid in settlement or compromise, prohibited transaction excise taxes, liabilities, losses, interest, expenses of investigation, attorneys fees, accountants fees, retainers, court costs, transcript costs, fees of experts and witnesses, expenses of preparing for and attending depositions and other proceedings, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other costs, disbursements or expenses of the type customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating or acting as a witness in a Proceeding.
(c) Final Adjudication shall mean a final decision on the merits by court order or judgment of the court or other body before which a matter was brought, from which no further right of appeal or review exists.
(d) Non-Party Trustee shall mean a trustee of the Trust who is not (i) an interested person of the Trust as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, (ii) a party to the Proceeding with respect to which indemnification or advances are sought or (iii) a party to any other Proceeding based on the same or similar grounds that is then or has been pending.
(e) The term Proceeding shall include without limitation any threatened, pending or completed claim, demand, discovery request, request for testimony or information, action, suit, arbitration, alternative dispute mechanism, investigation, hearing or other proceeding, including any appeal from any of the foregoing, whether civil, criminal, administrative, legislative or investigative and, except as otherwise provided herein, shall also include any proceeding brought by or in the right of the Trust or any Series and any proceeding brought by a Trustee against the Trust or any Series.
(f) The Trustees service to the relevant Series shall include without limitation the Trustees service as a trustee or advisory trustee of the Trust and his or her service at the request of the Trust or the Series as a trustee, director, officer, employee, agent or representative of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.
(g) Special Counsel shall mean a law firm, or a member of a law firm, that is experienced in matters of investment company law and neither at the time of designation is, nor in the five years immediately preceding such designation was, retained to represent (i) the Trust or the Trustee (except that a majority of the Non-Party Trustees may determine, in their sole discretion, that any prior representation of the Trust or Trustee shall not disqualify such law firm or a member of a law firm from representation if the prior representation is not related to the issue in dispute) or (ii) any other party to the Proceeding (or any party reasonably expected to become a party to the Proceeding) giving rise to a claim for indemnification or advancements hereunder. Notwithstanding the foregoing, however, the term Special Counsel shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Trust or the Trustee in an action to determine the Trustees rights pursuant to this Agreement, regardless of when the Trustees act or failure to act occurred.
2. Indemnification . The Trust on behalf of each Series severally shall indemnify and hold harmless the Trustee against any and all Expenses actually incurred or paid by the Trustee in any Proceeding in connection with the Trustees service to the relevant Series, subject to the provisions of the following sentence and the provisions of Section 3 and paragraph (h) of Section 6 of this Agreement, provided that in any Proceeding initiated by the Trustee, other than one instituted pursuant to Section 6(d) or 6(f), the initiation of the Proceeding by the Trustee was approved in advance by a majority of the Non-Party Trustees. The Trustee shall be indemnified pursuant to this Section 2 against any and all Expenses unless (i) the Trustee is subject to such Expenses by reason of the Trustees not having acted in good faith in the reasonable belief that his or her action was in or not opposed to the best interests of the Series, (ii) the Trustee is liable to the Series or its shareholders by reason of the Trustees Disabling Conduct or (iii) in the case of a criminal proceeding, the Trustee had reasonable cause to believe that his or her conduct was unlawful, and with respect to each of (i), (ii) and (iii), there has been a Final Adjudication in the relevant Proceeding that the Trustees conduct fell within (i), (ii) or (iii).
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3. Advancement of Expenses . Expenses, including accountants and counsel fees incurred by the Trustee (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be paid from time to time by the Trust on behalf of a Series in advance of Final Adjudication of a Proceeding in connection with the Trustees service to a Series, upon receipt by the Trust of (a) the Trustees written affirmation of his or her good faith belief that he or she is entitled to indemnification under this Agreement and his or her written undertaking to repay any funds advanced if it is ultimately determined that he or she is not entitled to indemnification under this Agreement, which undertaking must be an unlimited general obligation of the Trustee but need not be secured and may be accepted by the Trust without reference to the financial ability of the Trustee to make repayment or (b) a written confirmation in reasonably acceptable form that the Trust is insured against losses arising by reason of any lawful advancements and that the insurer will pay the Expenses of the Trustee in a reasonably prompt manner. Authorizations under this Section 3 shall be made in writing by a majority of the Non-Party Trustees (provided that a majority of such Non-Party Trustees then in office act on the matter), or Special Counsel stating that the Trustee has complied with the requirements of this Section 3.
4. Presumptions . For purposes of the determination or opinion referred to in clause (c) of Section 3 or clauses (y)(i) or (y)(ii) of subsection (h) of Section 6 of this Agreement, the Non-Party Trustees or Special Counsel, as the case may be, shall be entitled to rely upon a rebuttable presumption that the Trustee has not engaged in Disabling Conduct.
5. Witness Expenses . To the extent the Trustee is, by reason of the Trustees service to the relevant Series, a witness for any reason in any Proceeding to which such Trustee is not a party, such Trustee shall be indemnified against any and all Expenses actually incurred by or on behalf of such Trustee in connection therewith.
6. Procedure for Determination of Entitlement to Indemnification and Advancements . A request by the Trustee for indemnification or advancement of Expenses shall be made in writing and shall be accompanied by such relevant documentation and information as is reasonably available to the Trustee. The Secretary of the Trust shall promptly advise the trustees of the Trust of such request.
(a) Methods of Determination . Upon the Trustees request for indemnification of Expenses, a determination with respect to the Trustees entitlement thereto shall be made in a manner consistent with the terms of this Agreement and the Declaration of Trust. The Trustee shall cooperate with the person or persons making such determination, including without limitation providing to such person or persons upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and is reasonably available to the Trustee and reasonably necessary to such determination. Any failure by the Trustee to cooperate with the person or persons making such determination shall extend as necessary and appropriate the period or periods described in paragraph (c) of this Section 6 regarding determinations deemed to have been made. Any Expenses incurred by the Trustee in so cooperating shall be borne by the Series, irrespective of the determination as to the Trustees entitlement to indemnification or advancement of Expenses.
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(b) Special Counsel . If the determination of entitlement to indemnification or advancement of Expenses is to be made by Special Counsel, the Special Counsel shall be selected by a majority of the Non-Party Trustees of the Trust (or, if there are no Non-Party Trustees with respect to the matter in question, by a majority of the Trustees of the Trust who are not interested persons of the Trust, as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the Independent Trustees)), and the Trust shall give written notice to the Trustee advising the Trustee of the identity of the Special Counsel selected. The Trustee may, within five (5) days after receipt of such written notice, deliver to the Trust a written objection to such selection. Such objection may be asserted only on the ground that the Special Counsel so selected does not meet the requirements set forth in Section 1 and shall set forth with particularity the factual basis of such assertion. The Non-Party Trustees (or Independent Trustees, as the case may be) of the Trust shall determine the merits of the objection and, in their discretion, either determine that the proposed Special Counsel shall, despite the objection, act as such hereunder or select another Special Counsel who shall act as such hereunder.
If within fourteen (14) days after submission by the Trustee of a written request for indemnification or advancement of Expenses no such Special Counsel shall have been finally selected as provided in the previous paragraph, then either the Trust or the Trustee may petition an appropriate court of the State of Delaware or any other court of competent jurisdiction for the appointment as Special Counsel of a person selected by the court or by such other person as the court shall designate, and the person so appointed shall act as Special Counsel.
The relevant Series shall pay all reasonable fees and Expenses charged or incurred by Special Counsel in connection with his, her or its determinations pursuant to this Agreement and shall pay all reasonable fees and Expenses incident to the procedures described in this paragraph, regardless of the manner in which such Special Counsel was selected or appointed.
(c) Failure to Make Timely Determination . Subject to paragraph (a) of this Section 6, if the person or persons empowered or selected to determine whether the Trustee is entitled to indemnification or advancement of Expenses (other than determinations that are made or to be made by a court) shall not have made such determination within thirty (30) days after receipt by the Trust of the request therefor, the requisite determination of entitlement to indemnification or advancement of Expenses shall be deemed to have been made, and the Trustee shall be entitled to such indemnification or advancement, absent (i) an intentional misstatement by the Trustee of a material fact, or an intentional omission of a material fact necessary to make the Trustees statement not materially misleading, in connection with the request for indemnification or advancement of Expenses, (ii) a prohibition of such indemnification or advancements under applicable law or the Declaration of Trust or the Trusts by-laws, (iii) a requirement under the Investment Company Act of 1940, as amended, for insurance or security, which has not been satisfied, or (iv) a subsequent Final Adjudication or, in a matter disposed of without a Final Adjudication, determination pursuant to subsection (h) of Section 6, that the Trustee is not entitled to indemnification under this Agreement; provided , however , that such period may be extended for a reasonable period of time, not to exceed an additional thirty (30) days, if the person or persons making the determination in good faith require such additional time to obtain or evaluate documentation or information relating thereto. Any assertion under clauses (i), (ii), or (iii) of this Section 6(c) shall be made in writing, specify the basis for the assertion, and be delivered to the Trustee within thirty (30) days after receipt by the Trust of the request for indemnification or advancement of Expenses (or any extension of such period provided under this Section 6(c)). The Trustee shall be entitled to adjudication of such assertion in an appropriate court of the State of Delaware or any other court of competent jurisdiction.
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(d) Payment upon Determination of Entitlement . If a determination is made pursuant to Section 2 or Section 3 (or is deemed to be made pursuant to paragraph (c) of this Section 6 and, in the case of advancement of Expenses, the other conditions are satisfied) that the Trustee is entitled to indemnification or advancement of Expenses, payment of any indemnification amounts or advancements owing to the Trustee shall be made within ten (10) days after such determination (and, in the case of advancements of further Expenses, within ten (10) days after submission of supporting information, including the required undertaking). If such payment is not made when due, the Trustee shall be entitled to adjudication of the Trustees entitlement to such indemnification or advancements in an appropriate court of the State of Delaware or any other court of competent jurisdiction. The Trustee shall commence any proceeding seeking adjudication within 60 days following the date on which he or she first has the right to commence such proceeding pursuant to this paragraph (d). In any such proceeding, the Trust and the relevant Series shall be bound by the determination that the Trustee is entitled to indemnification or advancements, absent (i) an intentional misstatement by the Trustee of a material fact, or an intentional omission of a material fact necessary to make his or her statement not materially misleading, in connection with the request for indemnification or advancements, (ii) a prohibition of such indemnification or advancements under applicable law or (iii) a requirement under the Investment Company Act of 1940, as amended, for insurance or security, which has not been satisfied.
(e) Appeal of Adverse Determination . If a determination is made that the Trustee is not entitled to indemnification or advancements (other than determinations that are made by a court), the Trustee shall be entitled to adjudication of such matter in an appropriate court of the State of Delaware or any other court of competent jurisdiction. Alternatively, the Trustee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association. The Trustee shall commence such proceeding or arbitration within 60 days following the date on which the adverse determination is made. Any such judicial proceeding or arbitration shall be conducted in all respects as a de novo trial or arbitration on the merits, and the Trustee shall not be prejudiced by reason of such prior adverse determination.
(f) Expenses of Appeal . If the Trustee seeks arbitration or a judicial adjudication to determine or enforce his or her rights under, or to recover damages for breach of, the indemnification or Expense advancement provisions of this Agreement, the Trustee shall be entitled to recover from the relevant Series, and shall be indemnified by the relevant Series against, any and all Expenses actually incurred by the Trustee in such arbitration or judicial adjudication, but only if the Trustee prevails therein. If it shall be determined in such arbitration or judicial adjudication that the Trustee is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the expenses incurred by the Trustee in connection with such arbitration or judicial adjudication shall be appropriately prorated.
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(g) Validity of Agreement . In any arbitration or judicial proceeding commenced pursuant to this Section 6, the Trust shall be precluded from asserting that the procedures and presumptions set forth in this Agreement are not valid, binding and enforceable against the Trust or relevant Series and shall stipulate in any such court or before any such arbitrator that the Trust is bound by all the provisions of this Agreement.
(h) Lack of Adjudication . Notwithstanding any provision herein to the contrary, as to any matter disposed of (whether by compromise payment, pursuant to a consent decree or otherwise) without a Final Adjudication by a court, or by any other body before which the Proceeding was brought, that the Trustee either (a) did not act in good faith in the reasonable belief that the Trustees action was in or not opposed to the best interests of the Series or (b) is liable to the Series or its shareholders by reason of Disabling Conduct, indemnification shall be provided if (x) there has been a determination that the Trustee did not engage in Disabling Conduct by the court or other body approving any settlement or other disposition of the matter or (y) there has been a reasonable determination, based upon a review of readily available facts (but not a full trial-type inquiry), that the Trustee acted in good faith in the reasonable belief that the Trustees action was in or not opposed to the best interests of the Series and is not liable to the Trust and the relevant Series or its shareholders by reason of Disabling Conduct, by (i) the vote of a majority of the Non-Party Trustees (provided that a majority of such Non-Party Trustees then in office act on the matter) or (ii) Special Counsel in a written opinion.
7. General Provisions .
(a) Non-Exclusive Rights . The provisions for indemnification of, and advancement of Expenses to, the Trustee set forth in this Agreement shall not be deemed exclusive of any other rights to which the Trustee may otherwise be entitled, including any other rights to be indemnified or have Expenses advanced by the Trust. For the avoidance of doubt, such other rights include, but are not limited to, any rights the Trustee may have pursuant to an Indemnification Agreement between the Trustee and The Phoenix Edge Series Fund. The Trust shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the Trustee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise, if such payment is not recoverable from the Trustee.
(b) Continuation of Provisions . This Agreement shall be binding upon all successors of the Trust, including without limitation any transferee of all or substantially all assets of a Series and any successor by merger, consolidation or operation of law and shall inure to the benefit of the Trustees spouse, heirs, assigns, devisees, executors, administrators and legal representatives. The provisions of this Agreement shall continue with respect to the Trust until the final termination of all Proceedings in respect of which the Trustee has asserted, is entitled to assert or has been granted rights of indemnification or advancement of Expenses hereunder and of any proceeding commenced by the Trustee pursuant to Section 6 relating thereto. No amendment of the Declaration of Trust or by-laws of the Trust shall limit or eliminate the right of the Trustee to indemnification and advancement of Expenses set forth in this Agreement. The Trustees right of indemnification and advancement of Expenses set forth in this Agreement shall survive the Trustees death, disability, retirement or resignation as a Trustee.
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(c) Selection of Counsel . The Trust shall be entitled to assume the defense of any Proceeding for which the Trustee seeks indemnification or advancement of Expenses under this Agreement. However, counsel selected by the Trustee shall conduct the defense of the Trustee to the extent reasonably determined by such counsel to be necessary to protect the interests of the Trustee, and the relevant Series shall indemnify the Trustee therefor to the extent otherwise permitted under this Agreement, if (i) the Trustee reasonably determines that there may be a conflict in the Proceeding between the positions of the Trustee and the positions of the Trust or the other parties to the Proceeding that are indemnified by the Trust and not represented by separate counsel, or the Trustee otherwise reasonably concludes that representation of both the Trustee, the Trust and such other parties by the same counsel would not be appropriate, or (2) the Proceeding involves the Trustee but neither the Trust nor any such other party who is indemnified by the Trust and the Trustee reasonably withholds consent to being represented by counsel selected by the Trust. If the Trust shall not have elected to assume the defense of any such Proceeding for the Trustee within thirty (30) days after receiving written notice thereof from the Trustee, the Trust shall be deemed to have waived any right it might otherwise have to assume such defense. If the Trust does not assume or conduct the defense of any Proceeding, the Trustee shall not consent to a settlement or any other disposition not involving a Final Adjudication without the prior written consent of the Trust.
(d) D&O Insurance . To the extent the Trust maintains an insurance policy or policies providing liability insurance to its trustees or its trustees who are not interested persons of the Trust as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, the Trustee shall be covered by such policy or policies at all times when serving as a trustee of the Trust, in accordance with its or their terms, to the maximum extent of the coverage available for any similarly situated trustee of the Trust. For a period of ten (10) years or such shorter period as the tail or other coverage described below is reasonably available after the Trustee has ceased to serve as a trustee of the Trust, whether through resignation, death or otherwise, and to the extent insurance as provided in the previous sentence does not continue to cover the Trustee even though he or she is no longer serving as a trustee of the Trust, the Trust shall purchase and maintain in effect, through tail or other appropriate coverage, one or more policies of insurance on behalf of the Trustee to the maximum extent of the coverage provided to then serving trustees of the Trust (or, if the Trust has been terminated, the coverage in effect immediately prior to such termination), unless the purchase of such insurance by the Trust is not permitted by applicable law, including for these purposes any fiduciary duties applicable to the persons then constituting the trustees of the Trust, such insurance is not generally available, or in the reasonable business judgment of the persons then constituting the trustees of the Trust, the premium for such insurance is substantially disproportionate to the amount of coverage afforded. In the event of liquidation of the Trust, the Trust shall, prior to such liquidation, establish one or more reserves in amounts reasonably necessary to meet its obligations under this Agreement, including, without limitation, amounts reasonably necessary to pay insurance premiums, to pay deductibles, or to meet claims for indemnification or defense costs that are not reasonably likely to be recovered under applicable insurance policies.
(e) Subrogation . In the event of any payment by any Series pursuant to this Agreement, the Series shall be subrogated to the extent of such payment to all of the rights of recovery of the Trustee, who shall, upon reasonable written request by the Trust on behalf of the Series and at the Series expense, execute all such documents and take all such reasonable actions as are necessary to enable the Trust to enforce such rights. Nothing in this Agreement shall be deemed to diminish or otherwise restrict the right of the Trust or the Trustee to proceed
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or collect against any insurers or to give such insurers any rights against the Trust under or with respect to this Agreement, including without limitation any right to be subrogated to the Trustees rights hereunder, unless otherwise expressly agreed to by the Trust in writing, and the obligation of such insurers to the Trust and the Trustee shall not be deemed to be reduced or impaired in any respect by virtue of the provisions of this Agreement.
(f) Notice of Proceedings . The Trustee shall promptly notify the Trust in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding that may be subject to indemnification or advancement of Expenses pursuant to this Agreement, but no delay in providing such notice shall in any way limit or affect the Trustees rights or the Trusts obligations under this Agreement.
(g) Notices . All notices, requests, demands and other communications to a party pursuant to this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally (with a written receipt by the addressee) or two (2) days after being sent (i) by certified or registered mail, postage prepaid, return receipt requested or (ii) by nationally recognized overnight courier service to 100 Pearl Street, Hartford, CT 06103 (if addressed to the Trust), the address specified on the signature page of this Agreement (if addressed to the Trustee) or such other address as may have been furnished by such party by notice in accordance with this paragraph.
(h) Severability . If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, in whole or in part, for any reason whatsoever, (i) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation each portion of any Section of this Agreement containing any provision that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the remaining provisions of this Agreement shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.
(i) Modification and Waiver . This Agreement supersedes any existing or prior agreement between the Trust and the Trustee pertaining to the subject matter of indemnification and advancement of Expenses, other than the Declaration of Trust, the by-laws of the Trust and the terms of any liability insurance policies, which shall not be modified or amended by this Agreement. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both parties or their respective successors or legal representatives; provided , however , that any supplements, modifications or amendments to the Declaration of Trust, by-laws or the terms of the liability insurance policy or policies of the Trust shall not be deemed to constitute supplements, modifications or amendments to this Agreement. Any waiver by either party of any breach by the other party of any provision contained in this Agreement to be performed by the other party must be in writing and signed by the waiving party or such partys successor or legal representative, and no such waiver shall be deemed a waiver of similar or other provisions at the same or any prior or subsequent time.
(j) Joinder of New Series . In the event that additional Series are created and added to the Trust from time to time, Appendix A listing each Series of the Trust covered by this Agreement may be amended to add the additional Series by the Trusts execution and delivery to
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the Trustee of an amended Appendix A . Irrespective of whether the Trust executes and delivers to the Trustee an amended Appendix A , the additional Series shall be deemed a Series for all purposes of this Agreement as of the date that it is created and added to the Trust.
(k) Headings . The headings of the Sections of this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.
(l) Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be an original, and all of which when taken together shall constitute one document.
(m) Applicable Law . This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to principles of conflict of laws.
(n) WAIVER OF RIGHT TO JURY TRIAL. BY EXECUTING THIS AGREEMENT, THE PARTIES KNOWINGLY AND WILLINGLY WAIVE ANY RIGHT THEY HAVE UNDER APPLICABLE LAW TO A TRIAL BY JURY IN ANY DISPUTE ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE ISSUES RAISED BY THAT DISPUTE.
(o) Miscellaneous . Copies of the Declaration of Trust are on file with the Secretary of State of the State of Delaware. The obligations of or arising out of this Agreement are not binding upon any of the Trusts trustees, officers, employees, agents or shareholders individually, but are binding solely upon the assets and property of the respective Series in accordance with their proportionate interests hereunder. The assets and liabilities of each of the Series are separate and distinct, and the obligations of or arising out of this instrument are binding solely upon the assets or property of the respective Series.
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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed in its name and on its behalf on the date set forth above.
| VIRTUS VARIABLE INSURANCE TRUST, on behalf of Itself and each of its Series listed on Appendix A Attached Hereto | TRUSTEE | |||||
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Name: |
Name: | (Trustee) | ||||
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Title: |
Address for Notices: | |||||
APPENDIX A
TO
AMENDED AND RESTATED INDEMNIFICATION AGREEMENT
RELATING TO TRUSTEES OF
VIRTUS VARIABLE INSURANCE TRUST
Virtus Variable Insurance Trust:
Virtus Capital Growth Series
Virtus Growth & Income Series
Virtus Multi-Sector Fixed Income Series
Virtus Small-Cap Growth Series
Virtus Small-Cap Value Series
Virtus Strategic Allocation Series
Virtus International Series
Virtus Real Estate Securities Series
Virtus Premium AlphaSector Series
A-1
PARTICIPATION AGREEMENT
Among
Security Benefit Life Insurance Company,
Virtus Variable Insurance Trust,
and
VP Distributors, LLC
THIS AGREEMENT, dated as of the 5 th day of April, 2013, by and among Security Benefit Life Insurance Company, (the Company), a stock life insurance company organized under the laws of the State of Kansas, on its own behalf and on behalf of each segregated asset account of the Company currently in existence or hereafter created, as set forth on Schedule A hereto, which may be updated from time to time for the convenience of the parties, (each an Account), Virtus Variable Insurance Trust (the Fund), a Delaware statutory trust, and VP Distributors, LLC (the Distributor), a Delaware limited liability company.
WHEREAS, the Fund engages in business as an open-end management investment company and is available to act as the investment vehicle for separate accounts established for variable life insurance and variable annuity contracts (the Variable Insurance Products) to be offered by insurance companies which have entered into participation agreements with the Fund and Distributor (Participating Insurance Companies); and
WHEREAS, the shares of beneficial interest/common stock of the Fund are divided into several series of shares, each representing the interest in a particular managed portfolio of securities and other assets (each a Portfolio); and
WHEREAS, the Fund is registered as an open-end management investment company under the Investment Company Act of 1940 (the 1940 Act) and shares of the Portfolios are registered under the Securities Act of 1933, as amended (the 1933 Act); and
WHEREAS, Virtus Investment Advisers, Inc. (the Adviser), which serves as investment adviser to the Fund, is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended; and
WHEREAS, the Fund may rely on an order ( The Phoenix Edge Series Fund, et al. , Investment Company Act Rel. Nos. 25687 (Jul. 26, 2002) (Notice) and 25703 (Aug. 20, 2002)(Order)) from the Securities and Exchange Commission (the SEC) which, among other relief, grants Participating Insurance Companies and variable annuity and variable life insurance separate accounts exemptions from the provisions of Sections 9(a), 13(a), 15(a), and 15(b) of the 1940 Act and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, if and to the extent necessary to permit shares of the Fund to be sold to and held by variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated life insurance companies (the Mixed and Shared Funding Exemptive Order); and
WHEREAS, the Company has issued or will issue certain variable annuity contracts supported wholly or partially by the Account (the Contracts) and has registered or will register such Contracts under the 1933 Act if required, and said Contracts are listed in Schedule A hereto, which may be updated from time to time for convenience of the parties; and
WHEREAS, the Account is duly established and maintained as a segregated asset account, duly established by the Company, to set aside and invest assets attributable to the aforesaid Contracts; and
WHEREAS, the Company has registered or will register each Account as a unit investment trust under the 1940 Act if required; and
WHEREAS, the Distributor, which serves as distributor to the Fund, is registered as a broker-dealer with the SEC under the Securities Exchange Act of 1934, as amended (the 1934 Act), and is a member in good standing of the Financial Industry Regulatory Authority (FINRA); and
WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company intends to purchase shares in the Portfolios as set forth in Schedule A hereto, as it may be updated from time to time for convenience of the parties (the Designated Portfolios) on behalf of the Account to fund the aforesaid Contracts, and the Distributor is authorized to sell such shares to the Account at their net asset value; and
WHEREAS, this Agreement shall be deemed to create a separate participation agreement on the terms hereof with respect to each Designated Portfolio, as if the parties hereto had executed a separate, identical form of participation agreement with respect to each Designated Portfolio, such that no liability or loss that might apply to one Portfolio hereunder shall affect any other Portfolio;
NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund and the Distributor agree as follows:
ARTICLE I. Sale of Fund Shares
1.1. The Fund has granted to the Distributor exclusive authority to distribute the Funds shares, and has agreed to instruct, and has so instructed, the Distributor to make available to the Company for purchase on behalf of the Account shares of beneficial interest in the Designated Portfolios. Pursuant to such authority and instructions, and subject to Article X hereof, the Distributor agrees to make available to the Company for purchase on behalf of the Account, shares of the Designated Portfolios, such purchases to be effected at net asset value in accordance with Section 1.3 of this Agreement. Notwithstanding the foregoing, (i) the Designated Portfolios (other than those listed on Schedule A) in existence now or that may be established in the future will be made available to the Company only as the Fund may so provide, and (ii) the Board of Trustees of the Fund (the Board) may suspend or terminate the offering of shares of any Designated Portfolio or class thereof, or liquidate any Designated Portfolio or class thereof, by providing no less than forty-five (45) days written notice to the Company, if such action is required by law or by regulatory authorities having jurisdiction or if, in the sole discretion of the Board acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, such action is necessary or appropriate and in the best interests of the shareholders of such Designated Portfolio.
1.2. The Fund shall redeem, at the Companys request, any full or fractional Designated Portfolio shares held by the Company on behalf of the Account, such redemptions to be effected at net asset value in accordance with Section 1.3 of this Agreement. Notwithstanding the foregoing, (i) the Fund may delay redemption of Fund shares of any Designated Portfolio to the extent permitted by the 1940 Act, and any rules, regulations or orders thereunder, and (ii) the Company shall not redeem Designated Portfolio shares attributable to Contract owners except in the circumstances permitted in Section 1.3 of this Agreement.
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1.3. Purchase and Redemption Procedures
(a) In the event that the parties trades are placed through the National Securities Clearing Corporation (NSCC), the parties agree to abide by the rules and procedures of the NSCC (collectively, the NSCC Terms). If the NSCC Terms conflict with the terms of this Section 1.3, such NSCC Terms shall prevail. In the event that the parties trades are not placed through the NSCC, the terms of subsections (b) through (f) of this Section 1.3 shall govern such trades.
(b) The Fund hereby appoints the Company as an agent of the Fund for the limited purpose of receiving and accepting purchase and redemption requests on behalf of the Account (but not with respect to any Fund shares that may be held in the general account of the Company) for shares of those Designated Portfolios made available hereunder, based on allocations of amounts to the Account or subaccounts thereof under the Contracts and other transactions relating to the Contracts or the Account. Receipt and acceptance of any such request (or relevant transactional information therefore) that is in good order on any day the New York Stock Exchange is open for trading and on which the relevant Designated Portfolio calculates its net asset value (a Business Day) pursuant to the rules of the SEC, by the Company as such limited agent of the Fund prior to the time that the Designated Portfolio ordinarily calculates its net asset value as described from time to time in the Funds prospectus shall constitute receipt and acceptance by the Designated Portfolio on that same Business Day, provided that the Fund receives notice of such request by 9:00 a.m. Eastern Time on the next following Business Day.
(c) The Company shall pay for shares of each Designated Portfolio on the same Business Day that it notifies the Fund of a purchase request for such shares. Payment for purchased Designated Portfolio shares shall be made in federal funds transmitted to the Fund or other designated person by wire to be received by 4:00 p.m. Eastern Time on the Business Day the Fund is notified of the purchase request for Designated Portfolio shares (unless the Fund determines and so advises the Company that sufficient proceeds are available from redemption of shares of other Portfolios effected pursuant to redemption requests tendered by the Company on behalf of the Account, or unless the Fund otherwise determines and so advises the Company to delay the date of payment, to the extent the Fund may do so under the 1940 Act). If federal funds are not received on time, such funds will be invested, and Designated Portfolio shares purchased thereby will be issued, as soon as practicable and the Company shall promptly, upon the Funds request, reimburse the Fund for any charges, costs, fees, interest or other expenses incurred by the Fund in connection with any advances to, or borrowing or overdrafts by, the Fund, or any similar expenses incurred by the Fund, as a result of portfolio transactions effected by the Fund based upon such purchase request. Upon receipt of federal funds so wired, such funds shall cease to be the responsibility of the Company and shall become the responsibility of the Fund.
(d) Payment for Designated Portfolio shares redeemed by the Account or the Company shall be made by the Fund in federal funds transmitted by wire to the Company or any other designated person by 5 p.m. Eastern Time on the same Business Day the Fund is properly notified of the redemption order of such shares (unless redemption proceeds are to be applied to the purchase of shares of other Portfolios in accordance with Section 1.3(b) of this Agreement), except that the Fund reserves the right to delay payment of redemption proceeds to the extent permitted under Section 22(e) of the 1940 Act and any rules thereunder, and in accordance with the procedures and policies of the Fund as described in the then-current prospectus and/or statement of additional information. The Fund shall not bear any responsibility whatsoever for the proper disbursement or crediting of redemption proceeds by the Company; the Company alone shall be responsible for such action.
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(e) Any purchase or redemption request for Designated Portfolio shares held or to be held in the Companys general account shall be effected at the net asset value per share next determined after the Funds receipt and acceptance of such request in good order, provided that, in the case of a purchase request, payment for Fund shares so requested is received by the Fund in federal funds prior to close of business on the applicable Business Day for determination of such value, as defined from time to time in the Funds prospectus (the Valuation Time).
(f) The Company shall not redeem shares of the Designated Portfolios attributable to the Contracts (as opposed to shares of the Designated Portfolios attributable to the Companys assets held in the Account) except (i) as necessary to implement Contract owner initiated or approved transactions, (ii) as required by state and/or federal laws or regulations or judicial or other legal precedent of general application (hereinafter referred to as a Legally Required Redemption), (iii) as permitted by an order of the SEC pursuant to Section 26(c) of the 1940 Act, but only if a substitution of other securities for the shares of the Designated Portfolios is consistent with the terms of the Contracts, or (iv) as otherwise permitted under the terms of the Contracts. Upon request, the Company will promptly furnish to the Fund reasonable assurance that any redemption pursuant to clause (ii) above is a Legally Required Redemption. Furthermore, except in cases where permitted under the terms of the Contracts, the Company shall not prevent Contract owners from allocating payments to a Designated Portfolio that was otherwise available under the Contracts without first giving the Fund 45 days notice of its intention to do so.
1.4. The Fund shall use its best efforts to make the net asset value per share for each Designated Portfolio (or class thereof) available to the Company by 7:00 p.m. Eastern Time each Business Day, and in any event, as soon as reasonably practicable after the net asset value per share for such Designated Portfolio or class thereof is calculated, and shall calculate such net asset value in accordance with the Funds statutory prospectus. None of the Fund, any Designated Portfolio, the Distributor, or any of their affiliates shall be liable for any information provided to the Company pursuant to this Agreement which information is based on incorrect information supplied by the Company to the Fund or the Distributor. If the Fund provides the Company with materially incorrect share net asset value information, the Company on behalf of the Account, shall be entitled to an adjustment to the number of shares purchased or redeemed to reflect the correct share net asset value, provided that the term materially incorrect share net asset value information shall be interpreted to mean a net asset value misstated by at least $0.01 and 1 / 2 of 1%, deemed by the Funds officers appropriate for adjustments to shareholder accounts pursuant to the Funds applicable policy. Any material error in the calculation of the net asset value per share, dividend or capital gain information shall be reported promptly to the Company upon discovery. In the event that any such material error is the result of the gross negligence of the Fund, or its designated agent for calculating the net asset value, any administrative or other costs or losses incurred for correcting underlying Contract owner accounts shall be at the Distributors expense, provided that the Company shall only seek reimbursement for actual out-of-pocket costs.
1.5. The Fund shall use its best efforts to furnish notice (by wire or telephone followed by written confirmation) to the Company of any income dividends or capital gain distributions payable on any Designated Portfolio shares in no event later than 6:00 p.m. Eastern Time on the ex-dividend date. The Company, on its behalf and on behalf of the Account, hereby elects to receive all such dividends and distributions as are payable on any Designated Portfolio shares in the form of additional shares of that Portfolio. The Company reserves the right, on its behalf and on behalf of the Account, to revoke this election and to receive all such dividends and capital gain distributions in cash. The Fund shall notify the Company promptly of the number of Portfolio shares so issued as payment of such dividends and distributions.
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1.6. Issuance and transfer of Fund shares shall be by book entry only. Share certificates will not be issued to the Company or the Account. Purchase and redemption orders for Fund shares shall be recorded in an appropriate ledger for the Account or the appropriate subaccount of the Account.
1.7. (a) The parties hereto acknowledge that the arrangement contemplated by this Agreement is not exclusive; the Funds shares may be sold to other insurance companies and the cash value of the Contracts may be invested in other investment companies.
(b) The Company shall not, without prior notice to the Fund (unless otherwise required by applicable law), take any action to operate the Account as a management investment company under the 1940 Act.
(c) The Company shall not, without prior notice to the Fund (unless otherwise required by applicable law), induce Contract owners to change or modify the Fund or change the Funds distributor or investment adviser.
(d) The Company shall not, without prior notice to the Fund, induce Contract owners to vote on any matter submitted for consideration by the shareholders of the Fund in a manner other than as recommended by the Board.
1.8 [Reserved]
1.9 The Company acknowledges that, pursuant to Form 24F-2, the Fund is not required to pay fees to the SEC for registration of its shares under the 1933 Act with respect to its shares issued to an Account that is a unit investment trust that offers interests that are registered under the 1933 Act and on which a registration fee has been or will be paid to the SEC (a Registered Account). Upon request, the Company agrees to provide the Fund or its agent information as to the number of shares purchased by a Registered Account and any other Account the interests of which are not registered under the 1933 Act. The Company acknowledges that the Fund intends to rely on the information so provided.
ARTICLE II. Representations and Warranties
2.1. The Company represents and warrants that the Contracts (a) are, or prior to issuance will be, registered under the 1933 Act, or (b) are not registered because they are properly exempt from registration under the 1933 Act or will be offered exclusively in transactions that are properly exempt from registration under the 1933 Act. The Company further represents and warrants that (i) the Contracts will be issued and sold in compliance in all material respects with all applicable federal securities and state securities and insurance laws; (ii) the sale of the Contracts shall comply in all material respects with state insurance and other applicable suitability requirements; (iii) the information provided pursuant to Section 1.9 shall be accurate in all material respects; and (iv) it and the Account are persons qualified to purchase shares of the Designated Portfolios under Section 817(h) of the Internal Revenue Code of 1986, as amended (the Code) and the regulations thereunder without impairing the ability of the Account to consider the portfolio investments of the Designated Portfolios as constituting investments of the Account for the purpose of satisfying the diversification requirements of Section 817(h) (Qualified Persons). The Company shall register and qualify the Contracts or interests therein as securities in accordance with the laws of the various states if and to the extent required by applicable law. If the Fund elects to use summary prospectuses, as defined in Rule 498 under the 1933 Act, and the Company elects to make use of such summary prospectuses in connection with satisfying prospectus delivery requirements under the 1933 Act, the Company represents and warrants that it shall comply with the requirements of Rule 498 under the 1933 Act and any applicable guidance received from the SEC or from the SEC staff thereunder in connection with the delivery of the Funds summary prospectuses and any other duties assumed by the
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Company in this Agreement. The Company represents and warrants that it has reasonable policies and procedures in place to ensure that it can appropriately meet its obligations under this Agreement. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law, that it has legally and validly established the Account as a segregated asset account under Kansas insurance laws, and that it (a) has registered or, prior to any issuance or sale of the Contracts, will register the Account as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts, or alternatively (b) has not registered the Account in proper reliance upon an exclusion from registration under the 1940 Act.
2.2. The Fund represents and warrants that Designated Portfolio shares sold pursuant to this Agreement shall be registered under the 1933 Act and shall be duly authorized for issuance, and that the Fund is and shall remain registered under the 1940 Act. The Fund shall amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares. The Fund shall not be responsible, and the Company shall take full responsibility, for determining any jurisdiction in which any qualification or registration of Fund shares or the Fund by the Fund may be required in connection with the sale of the Contracts or the indirect interest of any Contract in any shares of the Fund and shall advise the Fund at such time and in such manner as is necessary to permit the Fund to comply.
2.3. The Fund represents and warrants that it is lawfully organized and validly existing under the laws of the State of Delaware and that it does and will comply in all material respects with the 1940 Act, including, without limitation, Rule 38a-1 under the 1940 Act. The Fund makes no representations or warranties as to whether any aspect of the Designated Portfolios operations, including, but not limited to, investment policies, fees and expenses, complies with the insurance laws and other applicable laws of the various states. The Company agrees promptly to notify the Fund of any investment restrictions imposed by state insurance law applicable to the Fund or a Designated Portfolio.
2.4. The Distributor represents and warrants that shares of the Designated Portfolios (i) shall be offered and sold in compliance in all material respects with applicable federal securities laws, (ii) are offered and sold only to Participating Insurance Companies and their separate accounts and to persons or plans that communicate to the Fund that they are Qualified Persons, and (iii) are registered and qualified for sale in accordance with the laws of the various states to the extent required by applicable law.
2.5. The Fund and the Distributor represent and warrant that all of their trustees/directors, officers, employees, and other individuals or entities dealing with the money and/or securities of the Fund are and shall continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Fund in an amount not less than the minimum coverage as required currently by Rule 17g-1 of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company.
2.6. The Company represents and warrants that all of its directors, officers, employees, and other individuals/entities employed or controlled by the Company dealing with the money and/or securities of the Account are covered by a blanket fidelity bond or similar coverage for the benefit of the Account, in an amount not less than $5 million. The aforesaid bond includes coverage for larceny and embezzlement and is issued by a reputable bonding company. The Company agrees to hold for the benefit of the Fund and to pay to the Fund any amounts lost from larceny, embezzlement or other events covered by the aforesaid bond to the extent such amounts properly belong to the Fund pursuant to the terms of this Agreement. The Company agrees to make all reasonable efforts to see that this bond or another bond containing these provisions is always in effect, and agrees to notify the Fund and the Distributor in the event that such coverage no longer applies.
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2.7. The Company represents and warrants that it shall comply with any applicable privacy and notice provisions of 15 U.S.C. §§ 6801-6827 and any applicable regulations promulgated thereunder (including but not limited to 17 C.F.R. Part 248), and any other applicable federal and state privacy law, as they may be amended from time to time. The Company represents and warrants that it has implemented and shall maintain during the term of this Agreement appropriate security measures for personal information that comply with all applicable law and regulation.
2.8. The Company represents and warrants that it has in place an anti-money laundering program (AML program) that does now and will continue at all times during the term of this Agreement to comply with applicable laws and regulations, including the relevant provisions of the USA PATRIOT Act (Pub. L. No. 107-56 (2001)) and the regulations issued thereunder (the Patriot Act). The Company hereby certifies that it has established and maintains an AML program that includes written policies, procedures and internal controls reasonably designed to identify its Contract owners and has undertaken appropriate due diligence efforts to know its customers in accordance with all applicable anti-money laundering regulations in its jurisdiction including, where applicable, the Patriot Act. The Company further confirms that it will monitor for suspicious activity in accordance with the requirements of the Patriot Act. In addition, the Company represents and warrants that it has adopted and implemented policies and procedures reasonably designed to achieve compliance with the applicable requirements administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury. The Company agrees to provide the Distributor with such information as it may reasonably request, including but not limited to the filling out of questionnaires, attestations and other documents, to enable the Distributor to fulfill its obligations under applicable law, and, upon its request, to file a notice pursuant to Section 314 of the Patriot Act and the implementing regulations related thereto to permit the voluntary sharing of information between the parties hereto.
2.9. The Company represents and warrants that (a) the Company has, and will maintain, policies and procedures reasonably designed to monitor and prevent market timing or excessive trading activity by its customers and (b) the Company will provide the Fund or its agent with assurances regarding the compliance of its handling of orders with respect to shares of the Designated Portfolios with the requirements of Rule 22c-1 under the 1940 Act, regulatory interpretations thereof, and the Funds market timing and excessive trading policies upon reasonable request. Additionally, the Company shall comply with the requirements of applicable provisions of the summary prospectuses and statutory prospectus (collectively, the Prospectus) and SAI of the Fund, and with applicable federal and state securities laws. Among other things, and without limitation of the foregoing, the Company shall be responsible for reasonably assuring that: (a) only orders to purchase, redeem or exchange Designated Portfolio shares received by the Company or any Indirect Intermediary (as defined below) prior to the Valuation Time shall be submitted directly or indirectly by the Company to the Fund or its transfer agent or other applicable agent for receipt of a price based on the net asset value per share calculated for that day in accordance with Rule 22c-1 under the 1940 Act (orders to purchase, redeem or exchange Designated Portfolio shares received by the Company subsequent to the Valuation Time on any given Business Day or on a day that is not a Business Day shall receive a price based on the applicable net asset value per share next determined by the Fund in accordance with Rule 22c-1 under the 1940 Act); and (b) the Company shall cause to be imposed and/or waived applicable redemption fees, if any, only in accordance with the Designated Portfolios then current Prospectus or SAI and/or as instructed by the Distributor. The Company further agrees to make reasonable efforts to assist the Fund and its service providers (including but not limited to the Distributor) to detect, prevent and report market timing or excessive short-term trading of Designated Portfolio shares. To the extent the Company has actual knowledge of violations of Fund policies (as set forth in the then current Prospectus or SAI) regarding (i) the timing of purchase, redemption or exchange orders and pricing of Portfolio shares, (ii) market timing or excessive short-term trading, or (iii) the imposition of redemption fees, if any, the Company agrees promptly to report such known violations to the Distributor.
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ARTICLE III. Prospectuses and Proxy Statements; Voting
3.1. Subject to Section 7.1 and the Funds determination to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Distributor shall provide the Company with as many printed copies of the current prospectus, current Statement of Additional Information (SAI), supplements, proxy statements, and annual or semi-annual reports of each Designated Portfolio as the Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. The Company shall deliver such documents to Contract owners in accordance with applicable laws. If requested by the Company in lieu thereof, the Fund shall provide such documents (including a print-ready PDF, or an electronic copy of the documents in a format suitable for printing and posting on the Companys website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the Fund printed together in a single document or posted on the Companys web-site or printed individually by the Company if it so chooses.
3.2. The Funds prospectus shall state that the current SAI for the Fund is available.
3.3. The Fund shall provide the Company with information regarding the Funds expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld.
3.4. So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall solicit voting instructions from Contract holders and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. The Company shall be responsible for assuring that its Accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing.
3.5 The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable laws.
3.6 If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement.
3.7 Within three (3) Business Days of Company receiving a request for a paper copy or an electronic copy of a Fund statutory and/or summary prospectus, including any supplements, SAI, including any supplements, and most recent annual and semi-annual reports to shareholders under Rule 30e-1 of the 1940 Act (Fund Documents), the Company shall send a paper copy or electronic copy, respectively, of any requested Fund Document to any person requesting such copy at no cost to the Contract owner and by U.S. first class mail or other reasonably prompt means or by email for electronic requests. The Company shall deliver the most current version of the Fund Document that it has received from the Fund pursuant to Section 3.1 above.
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ARTICLE IV. Sales Material and Information
4.1. The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material that the Company (and/or its affiliates) develop(s) and in which the Fund (or a Portfolio thereof) or the Adviser or the Distributor is named. No such material shall be used until approved by the Fund or its designee, and the Fund will use its best efforts for it or its designee to review such sales literature or promotional material within ten (10) Business Days after receipt of such material. Materials not approved or disapproved within ten (10) Business Days shall be deemed approved, provided that the Company confirms that the Fund or its designee received such materials. The Company shall be responsible for any required regulatory filings of sales literature or promotional material it produces. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Portfolio thereof) or the Adviser or the Distributor is named, and no such material shall be used if the Fund or its designee so objects.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund, a Portfolio, or the Adviser or the Distributor in connection with the sale of the Contracts other than the information or representations contained in the registration statement or applicable prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Distributor for use with the public, except with the written permission of the Fund or the Distributor or the designee of either. The Company shall comply with all applicable laws, including Rule 498 under the 1933 Act, when composing, compiling and delivering sales literature or other promotional material. The Fund shall be entitled to review Companys placement of sales materials with the summary prospectus in order to review Companys compliance with applicable laws and regulations.
4.3. The Fund and the Distributor, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or the Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten (10) Business Days after receipt of such material. Materials not approved or disapproved within ten (10) Business Days shall be deemed approved, provided that the Fund or the Distributor, or their designee, confirms that the Company received such materials. The Distributor shall be responsible for any required regulatory filings of sales material it or the Fund produces. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company, except with the permission of the Company.
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4.5. Upon request, the Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, SAIs, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Portfolios or their shares, after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall not alter any of such documents provided by the Fund without the prior written consent of the Fund or Distributor.
4.6. Upon request, the Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Funds registration statement relating to any Designated Portfolio, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8 For purposes of this Article IV, the phrase sales literature and other promotional materials includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
ARTICLE V. Fees and Expenses
5.1. Except as otherwise provided herein or in a separate agreement entered into by some or all the parties hereto, no party to this Agreement shall pay any fee or other compensation to any other party to this Agreement.
5.2. All expenses incident to performance by the parties under this Agreement shall be paid in accordance with Schedule B hereof. Except as otherwise provided herein or therein, all expenses incident to performance by a party under this Agreement shall be paid by such party.
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ARTICLE VI. Qualification
6.1 Subject to the Companys representations and warranties in Section 6.3, the Fund will invest the assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity or life insurance contracts, whichever is appropriate, under the Code and the regulations issued thereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund represents and warrants that each Designated Portfolio has complied and will continue to comply with Section 817(h) of the Code and Treasury Regulation §1.817-5, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts, and any amendments or other modifications or successor provisions to such Section or Regulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the applicable Designated Portfolio so as to achieve compliance within the grace period afforded by Regulation 1.817-5.
6.2 The Fund represents and warrants that each Designated Portfolio is qualified as a regulated investment company under Subchapter M of the Code and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that a Designated Portfolio has ceased to so qualify or that it might not so qualify in the future.
6.3 The Company represents and warrants that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Code, and that it will maintain such treatment, and that it will notify the Fund immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a modified endowment contract as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract. In addition, the Company represents and warrants that each of its Accounts is a segregated asset account and that interests in the Accounts are offered exclusively through the purchase of or transfer into a variable contract within the meaning of such terms under Section 817 of the Code and the regulations thereunder. Company will continue to meet such definitional requirements, and it will notify the Fund and the Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.
ARTICLE VII. Potential Conflicts
7.1 The parties to this Agreement agree that the conditions or undertakings required by the Mixed and Shared Funding Exemptive Order that may be imposed on the Company, the Fund and/or the Distributor by virtue of such order by the SEC, including those relating to material irreconcilable conflicts, apply to the activities contemplated in this Agreement and are incorporated herein by reference as terms of this Agreement at all times that the Company, the Fund and/or the Distributor rely on the relief provided by such order. At all times the conditions and undertaking apply as set forth above, each of the parties agree to comply with such conditions and undertakings to the extent applicable to such party, notwithstanding any provision of this Agreement otherwise to the contrary. The parties hereto agree that each shall assume that it is relying upon the relief provided by the Mixed and Shared Funding Exemptive Order when acting in accordance with this Agreement, unless the Fund or Distributor provides a written notification to each party that the parties are not acting in reliance on the relief provided by such order.
7.2 If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the parties to this Agreement shall take such steps as may be
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necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Section 3.4 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.
Article VIII. Indemnification
8.1 Indemnification by the Company
8.1(a). The Company agrees to indemnify and hold harmless each of the Fund and the Distributor and each of its trustees/directors and officers, and each person, if any, who controls the Fund or the Distributor within the meaning of Section 15 of the 1933 Act or who is under common control with the Fund or the Distributor (collectively, the Indemnified Parties for purposes of this Section 8.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:
(i) arise out of or are based upon any untrue statement or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund or the Distributor for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares, or
(ii) arise out of or as a result of statements or representations by or on behalf of the Company (other than statements or representations contained in the registration statement, prospectus, SAI, or sales literature or other promotional material of the Fund not supplied by the Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Companys authorization or control, with respect to the sale or distribution of the Contracts or Fund shares, or
(iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature or other promotional material of the Fund or any amendment thereof or supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the Company for use in the registration statement, prospectus or SAI of the Fund or in sales literature; or
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(iv) arise as a result of any material failure by the Company to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification requirements specified in Article VI of this Agreement); or
(v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company;
as limited by and in accordance with the provisions of Sections 8.1(b) and 8.1(c) hereof.
8.1(b). The Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Partys willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Partys duties or by reason of such Indemnified Partys reckless disregard of its obligations or duties under this Agreement.
8.1(c). The Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Company of any such claim shall not relieve the Company from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against an Indemnified Party, the Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action. After notice from the Company to such party of the Companys election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Company will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.
8.1(d). The Indemnified Parties will promptly notify the Company of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the Fund shares or the Contracts or the operation of the Fund.
8.2 Indemnification by the Distributor
8.2(a). The Distributor agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:
(i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or SAI or sales literature or other promotional material of the Fund (or
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any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor or Fund by or on behalf of the Company for use in the registration statement, prospectus or SAI for the Fund or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or
(ii) arise out of or as a result of statements or representations by or on behalf of the Distributor (other than statements or representations contained in the registration statement, prospectus, SAI or sales literature or other promotional material for the Contracts not supplied by the Distributor or persons under its control) or wrongful conduct of the Distributor or the Fund with respect to the sale or distribution of the Contracts or Fund shares; or
(iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI or sales literature or other promotional material covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Distributor; or
(iv) arise as a result of any failure by the Distributor to provide the services and furnish the materials it is required to provide and furnish under the terms of this Agreement (including a failure of the Fund, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or
(v) arise out of or result from any material breach of any representation and/or warranty made by or on behalf of the Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by or on behalf of the Distributor;
as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof.
8.2(b). The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Partys willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Partys duties or by reason of such Indemnified Partys reckless disregard of obligations and duties under this Agreement or to the Company or the Account, whichever is applicable.
8.2(c). The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after
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such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Party, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributors election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.
8.2(d). The Company agrees promptly to notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of the Account.
8.3 Indemnification by the Fund
8.3(a). The Fund agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or litigation (including legal and other expenses) to which the Indemnified Parties may be required to pay or may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, expenses, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and:
(i) arise out of or as a result of statements or representations by or on behalf of the Fund (other than statements or representations contained in the registration statement, prospectus, SAI or sales literature or other promotional material for the Contracts not supplied by the Fund or persons under its control) or wrongful conduct of the Fund with respect to the sale or distribution of the Contracts or Fund shares; or
(ii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI or sales literature or other promotional material covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Fund; or
(iii) arise as a result of any failure by the Fund to provide the services and furnish the materials it is required to provide and furnish under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or
(iv) arise out of or result from any material breach of any representation and/or warranty made by or on behalf of the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by or on behalf of the Fund;
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as limited by and in accordance with the provisions of Sections 8.3(b) and 8.3(c) hereof. The parties acknowledge that the Funds indemnification obligations under this Section 8.3 are subject to applicable law.
8.3(b). The Fund shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Partys willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Partys duties or by reason of such Indemnified Partys reckless disregard of obligations and duties under this Agreement or to the Company, the Fund, the Distributor or the Account, whichever is applicable.
8.3(c). The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Fund in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Fund of any such claim shall not relieve the Fund from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Fund will be entitled to participate, at its own expense, in the defense thereof. The Fund also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action. After notice from the Fund to such party of the Funds election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Fund will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.
8.3(d). The Company agrees promptly to notify the Fund of the commencement of any litigation or proceeding against it or any of its respective officers or directors in connection with the Agreement, the issuance or sale of the Contracts, the operation of the Account, or the sale or acquisition of shares of the Fund.
ARTICLE IX. Applicable Law
9.1. This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the State of Delaware, without regard to the conflict of laws provisions thereof.
9.2. This Agreement shall be subject to the provisions of the 1933 and 1940 Acts as well as the Exchange Act of 1934, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the SEC may grant (including without limitation the Mixed and Shared Funding Exemptive Order), and the terms hereof shall be interpreted and construed in accordance therewith. If, in the future, the Mixed and Shared Funding Exemptive Order discussed in Article VII should no longer be necessary under applicable law, then Article VII hereof shall no longer apply.
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ARTICLE X. Termination
10.1. This Agreement shall continue in full force and effect until the first to occur of:
| (a) | termination by any party, for any reason with respect to some or all Designated Portfolios, by six (6) months advance written notice delivered to the other parties; or |
| (b) | termination by the Company by written notice to the other parties based upon the Companys determination that shares of the Fund are not reasonably available to meet the requirements of the Contracts; or |
| (c) | termination by the Company by written notice to the other parties in the event any of the Designated Portfolios shares are not registered, issued or sold in accordance with applicable state and/or federal law or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company; or |
| (d) | termination by the Fund or Distributor by written notice to the Company in the event that formal administrative proceedings are instituted against the Company by FINRA, the SEC, the Insurance Commissioner or like official of any state or any other regulatory body regarding the Companys duties under this Agreement or related to the sale of the Contracts, the operation of any Account, or the purchase of the Designated Portfolios shares; provided, however, that the Fund or Distributor determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Company to perform its obligations under this Agreement; or |
| (e) | termination by the Company by written notice to the other parties in the event that formal administrative proceedings are instituted against the Fund or Distributor by the SEC or any state securities department or any other regulatory body; provided, however, that the Company determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Fund or Distributor to perform its obligations under this Agreement; or |
| (f) | termination by the Company by written notice to the other parties in the event that any Designated Portfolio ceases to qualify as a regulated investment company under Subchapter M or fails to comply with the Section 817(h) diversification requirements specified in Article VI hereof, or if the Company reasonably believes that any such Designated Portfolio may fail to so qualify or comply with either provision; or |
| (g) | termination by either the Fund or the Distributor by written notice to the other parties, if either one or both the Fund and the Distributor, respectively, shall determine, in their sole judgment exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition, or prospects since the date of this Agreement or is the subject of material adverse publicity; or |
| (h) | termination by the Company by written notice to the other parties, if the Company shall determine, in its sole judgment exercised in good faith, that the Fund or the Distributor has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity; or |
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| (i) | termination by the Company upon any substitution of the shares of another investment company or series thereof for shares of a Designated Portfolio of the Fund in accordance with the terms of the Contracts, provided that the Company has given at least 90 days prior written notice to the Fund and Distributor of the date of substitution; or |
| (j) | termination by the Fund or Distributor by written notice to the Company in the event that the Contracts fail to meet the qualifications specified in Article VII hereof; or |
| (k) | termination by the Fund with respect to any or all Designated Portfolios if the Board has decided to (i) refuse to sell shares of any Designated Portfolio to the Company and/or any of its Accounts; (ii) suspend or terminate the offering of shares of any Designated Portfolio; or (iii) dissolve, reorganize, liquidate, merge or sell all assets of the Fund or any Designated Portfolio, subject to the provisions of Section 1.1; or |
| (l) | termination by any party in the event that the Funds Board of Trustees determines that a material irreconcilable conflict exists as provided in Article VII. |
10.2. Notwithstanding any termination of this Agreement, the Fund and the Distributor shall, upon the mutual agreement of the parties hereto, continue to make available additional shares of the Fund pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as Existing Contracts), unless the Company seeks an order pursuant to Section 26(b) of the 1940 Act to permit the substitution of other securities for the shares of the Portfolios. Specifically, the owners of the Existing Contracts shall be permitted to reallocate investments in the Fund, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts (subject to any such election by the Company).
10.3. The parties agree that Section 10.2 shall not apply to any terminations under Section 10.1(j), and the effect of such terminations shall instead be governed by the Mixed and Shared Funding Exemptive Order. The parties further agree that, to the extent that all or a portion of the assets of the Accounts continue to be invested in the Fund or any Designated Portfolio of the Fund, Articles I, II, III, VI, VII, VIII and IX will remain in effect after termination.
10.4 Notwithstanding any termination of this Agreement, each partys obligation under Article VIII to indemnify the other parties shall survive.
ARTICLE XI. Notices
Any notice shall be sufficiently given when sent by registered or certified mail or overnight delivery service to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party.
| If to the Company: |
Security Benefit Life Insurance Company Attention General Counsel One Security Benefit Place Topeka, Kansas 66636 - 0001 |
|
| If to the Fund or the Distributor: |
c/o Virtus Investment Partners 100 Pearl Street Hartford, CT 06103 Attention: Counsel |
|
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ARTICLE XII. Miscellaneous
12.1. All persons dealing with the Fund must look solely to the property of the respective Designated Portfolios listed on Schedule A hereto as though each such Designated Portfolio had separately contracted with the Company and the Distributor for the enforcement of any claims against the Fund. The parties agree that none of the Board, officers, agents or shareholders of the Fund assume any personal liability or responsibility for obligations entered into by or on behalf of the Fund.
12.2. Subject to the requirements of legal process and regulatory authority, the Fund and the Distributor shall treat as confidential the names and addresses of the owners of the Contracts. Each party shall treat as confidential all information reasonably identified as confidential in writing by any other party hereto and, except as permitted by this Agreement, shall not disclose, disseminate or utilize such information without the express written consent of the affected party until such time as such information has come into the public domain.
12.3. The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.
12.4. This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument.
12.5. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby.
12.6. Each party hereto shall cooperate with each other party and all appropriate governmental authorities (including without limitation the SEC, FINRA, and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby. Notwithstanding the generality of the foregoing, each party hereto further agrees to furnish the Kansas Insurance Commissioner with any information or reports in connection with services provided under this Agreement which such Commissioner may request in order to ascertain whether the variable insurance operations of the Company are being conducted in a manner consistent with the Kansas insurance laws and regulations and any other applicable law or regulations.
12.7. The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies, and obligations, at law or in equity, which the parties hereto are entitled to under state and federal laws.
12.8. This Agreement may be amended by written agreement between all parties. This Agreement or any of the rights and obligations hereunder may not be assigned, as that term is defined by and interpreted under the 1940 Act, by any party without the prior written consent of all parties hereto. The Company shall promptly notify the Fund and the Distributor of any change in control of the Company.
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12.9 Upon request, the Company shall furnish, or shall cause to be furnished, to the Fund or its designee copies of the following reports: (a) the Companys annual statement (prepared under statutory accounting principles) and annual report (prepared under generally accepted accounting principles) filed with any state or federal regulatory body or otherwise made available to the public; and (b) any registration statement (without exhibits) and financial reports of the Company filed with the Securities and Exchange Commission or any state insurance regulator.
ARTICLE XIII. Rule 22c-2 Compliance
13.1 The Company agrees to provide, or cause to be provided, promptly to the Distributor, upon written request, the taxpayer identification number (TIN), the Individual/International Taxpayer Identification Number (ITIN), or other government-issued identifier (GII) and the Contract owner number or participant account number, if known, of any or all Contractholder(s) of the account, the name or other identifier of any investment professional(s) associated with the Contractholder(s) or account (if known), and the amount, date and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange of shares held through an account maintained by the Company during the period covered by the request. Unless otherwise specifically requested by the Distributor, the Company shall only be required to provide information relating to Contractholder-Initiated Transfer Purchases or Contractholder-Initiated Transfer Redemptions.
(a) Period Covered by Request. Requests must set forth a specific period, normally not to exceed 90 days from the date of the request, for which transaction information is sought. The Distributor may request transaction information older than 90 days from the date of the request as it deems necessary to investigate compliance with policies established or utilized by the Fund or the Distributor for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by a Portfolio. If requested by the Distributor, the Company will provide the information specified in this Section 12.1 for each trading day.
(b) Form and Timing of Response. The Company agrees to provide, promptly upon request of the Distributor, the requested information specified in this Section 13.1. The Company agrees to use its best efforts to determine promptly whether any specific person about whom it has received the identification and transaction information specified in this Section 13.1 is itself a financial intermediary, as that term is defined in Rule 22c-2 under the 1940 Act (an Indirect Intermediary) and, upon request of the Distributor, promptly either (i) provide (or arrange to have provided) the information set forth in this Section 13.1 for those Contractholders who hold an account with an Indirect Intermediary or (ii) restrict or prohibit the Indirect Intermediary from purchasing shares in nominee name on behalf of other persons. The Company additionally agrees to inform the Distributor whether it plans to perform (i) or (ii) above. Responses required by this paragraph must be communicated in writing and in a format mutually agreed upon by the parties. To the extent practicable, the format for any Contractholder and transaction information provided to the Distributor should be consistent with the NSCC Standardized Data Reporting Format.
(c) Limitations on Use of Information. The Distributor agrees not to use the information received under this Section 13.1 for marketing or any other similar purpose without the prior written consent of the Company; provided, however, that this provision shall not limit the use of publicly available information, information already in the possession of the Distributor, the Fund or their affiliates at the time the information is received pursuant to this Section 13.1 or information which comes into the possession of the Distributor, the Fund or their affiliates from a third party.
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(d) Agreement to Restrict Trading. The Company agrees to execute written instructions from the Distributor to restrict or prohibit further purchases or exchanges of Portfolio shares by a Contractholder that has been identified by the Distributor as having engaged in transactions in Portfolio shares (directly or indirectly through the Companys account) that violate policies established or utilized by the Fund or the Distributor for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by a Portfolio. Unless otherwise directed by the Distributor, any such restrictions or prohibitions shall only apply to Contractholder-Initiated Transfer Purchases or Contractholder-Initiated Transfer Redemptions that are effected directly or indirectly through the Company.
(e) Form of Instructions. Instructions must include the TIN, ITIN or GII and the specific individual Contract owner number or participant account number associated with the Contractholder, if known, and the specific restriction(s) to be executed. If the TIN, ITIN, GII or the specific individual Contract owner number or participant account number associated with the Contractholder is not known, the instructions must include an equivalent identifying number of the Contractholder(s) or account(s) or other agreed upon information to which the instruction relates.
(f) Timing of Response. The Company agrees to execute instructions from the Distributor as soon as reasonably practicable, but not later than five (5) business days after receipt of the instructions by the Company.
(g) Confirmation by the Company. The Company must provide written confirmation to the Distributor that the Distributors instructions to restrict or prohibit trading have been executed. The Company agrees to provide confirmation as soon as reasonably practicable, but not later than ten (10) business days after the instructions have been executed.
(h) Definitions. For purposes of this Section 13.1, the following terms shall have the following meanings, unless a different meaning is clearly required by the context:
(i) The term Contractholder means the holder of interests in a Contract or a participant in an employee benefit plan with a beneficial interest in a Contract.
(ii) The term Contractholder-Initiated Transfer Purchase means a transaction that is initiated or directed by a Contractholder that results in a transfer of assets within a Contract to a Portfolio, but does not include transactions that are executed: (i) automatically pursuant to a contractual or systematic program or enrollment such as a transfer of assets within a Contract to a Portfolio as a result of dollar cost averaging programs, insurance company approved asset allocation programs, or automatic rebalancing programs; (ii) pursuant to a Contract death benefit; (iii) as a result of a one-time step-up in Contract value pursuant to a Contract death benefit; (iv) as a result of an allocation of assets to a Portfolio through a Contract as a result of payments such as loan repayments, scheduled contributions, retirement plan salary reduction contributions, or planned premium payments to the Contract; or (v) pre-arranged transfers at the conclusion of a required free look period.
(iii) The term Contractholder-Initiated Transfer Redemption means a transaction that is initiated or directed by a Contractholder that results in a transfer of assets within a Contract out of a Portfolio, but does not include transactions that are
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executed: (i) automatically pursuant to a contractual or systematic program or enrollments such as transfers of assets within a Contract out of a Portfolio as a result of annuity payouts, loans, systematic withdrawal programs, insurance company approved asset allocation programs and automatic rebalancing programs; (ii) as a result of any deduction of charges or fees under a Contract; (iii) within a Contract out of a Portfolio as a result of scheduled withdrawals or surrenders from a Contract; or (iv) as a result of payment of a death benefit from a Contract.
(iv) The term Portfolios shall mean the constituent series of the Fund, but for purposes of this Section 13.1 shall not include Portfolios excepted from the requirements of paragraph (a) of Rule 22c-2 by paragraph (b) of Rule 22c-2.
(v) The term promptly shall mean as soon as practicable but in no event later than five (5) business days from the Companys receipt of the request for information from the Distributor.
(vi) The term written includes electronic writings and facsimile transmissions.
(vii) In addition, for purposes of this Section 13.1, the term purchase does not include the automatic reinvestment of dividends or distributions.
[Signature page follows.]
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and on its behalf by its duly authorized representative.
| Security Benefit Life Insurance Company | By its authorized officer | |||||||
| By: | Doug Wolff | |||||||
| Title: | President | |||||||
| Date: | 4/5/13 | |||||||
| Virtus Variable Insurance Trust | By its authorized officer | |||||||
| By: | George Aylward | |||||||
| Title: | President | |||||||
| Date: | 4/5/13 | |||||||
| VP Distributors, LLC | By its authorized officer | |||||||
| By: | Matthew Hamel | |||||||
| Title: | Senior Vice President | |||||||
| Date: | 4/5/13 | |||||||
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April , 2013
Schedule A
| Account(s) | Contract(s) | |
| Variflex Separate Account | Variflex | |
| SBL Variable Annuity Account VIII | Variflex LS | |
| Variable Annuity Account XI | Scarborough | |
| SBL Variable Annuity Account XIV |
AdvisorDesigns SecureDesigns AdvanceDesigns EliteDesigns |
|
Additionally, Accounts and Contracts will include any new Accounts and Contracts created subsequent to the date hereof.
Fund and Portfolios
Virtus Variable Insurance Trust:
Virtus Capital Growth Series, Class A
Virtus Growth & Income Series, Class A
Virtus International Series, Class A
Multi-Sector Fixed Income Series, Class A
Virtus Premium AlphaSector TM Series, Class A
Virtus Real Estate Securities Series, Class A
Virtus Small-Cap Growth Series, Class A
Virtus Small-Cap Value Series, Class A
Virtus Strategic Allocation Series, Class A
Additionally, Portfolios will include any portfolio created subsequent to the date hereof.
A-1
SCHEDULE B
EXPENSES
The Fund and the Company will coordinate the functions and pay the costs of the completing these functions based upon an allocation of costs in the tables below. The term Current is defined as an existing Contract owner with value allocated to one or more Portfolios. The term Prospective is defined as a potential new Contract owner.
|
Item |
Function |
Party Responsible for Expense |
||
| Fund Prospectus | Printing and Distribution (including postage) | Current and Prospective Fund (Company may choose to do the printing at Funds expense) | ||
| Fund Prospectus and SAI Supplements | Printing and Distribution (including postage) | Fund (Company may choose to do the printing at Funds expense) | ||
| Fund SAI | Printing and Distribution (including postage) | Fund | ||
| Proxy Material for Fund | Printing, Distribution to Current (including postage), tabulation and solicitation | Fund | ||
| Fund Annual & Semi-Annual Report | Printing and Distribution (including postage) | Fund (Company may choose to do the printing at Funds expense) | ||
| Contract Prospectus | Printing and Distribution (including postage) | Company | ||
| Contract Prospectus and SAI Supplements | Printing and Distribution (including postage) | Company | ||
| Contract SAI | Printing and Distribution (including postage) | Company | ||
| Other communication to Prospective and Current | Printing and Distribution (including postage) |
If Required by Law or Fund Fund
If Required by Company Company |
||
| Operations of the Fund | All operations and related expenses, including the cost of registration and qualification of shares, taxes on the issuance or transfer of shares, cost of management of the business affairs of a Fund, and expenses paid or assumed by a Fund pursuant to any Rule 12b-1 plan | Fund | ||
| Operations of the Accounts | Federal registration of units of separate account (24f-2 fees) | Company | ||
- B-1 -
SCHEDULE C
USE OF SUMMARY PROSPECTUSES
All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such term in the Agreement.
| 1. | For purposes of this Schedule C, the terms Summary Prospectus and Statutory Prospectus shall have the same meaning as set forth in Rule 498. |
| 2. | The Fund shall provide the Company with copies of the Summary Prospectuses and any supplements thereto in the same manner and at the same times as the Agreement requires that the Fund provide the Company with Statutory Prospectuses. |
| 3. | The Fund represents and warrants that the Summary Prospectuses and the web site hosting of such Summary Prospectuses will comply with the requirements of Rule 498 applicable to the Fund and its Portfolios. The Fund further represents and warrants that it has appropriate policies and procedures in place in accordance with Rule 498(e)(4) to ensure that such web site continuously complies with Rule 498. |
| 4. | The Fund and the Distributor each agrees that the URL indicated on each Summary Prospectus will lead Contract owners directly to the web page used for hosting Summary Prospectuses and that such web page will host the current Fund documents required to be posted in compliance with Rule 498. The Fund shall immediately notify the Company of any unexpected interruptions in availability of this web page. The Fund agrees that the web landing page used for hosting Summary Prospectuses will contain Summary Prospectuses only for the Fund or its affiliated funds. |
| 5. | The Fund and the Distributor represent and warrant that they will be responsible for compliance with the provisions of Rule 498(f)(i) involving Contract owner requests for additional Fund documents made directly to the Fund or the Distributor, or one of their affiliates. The Fund and the Distributor further represent and warrant that any information obtained about Contract owners pursuant to this provision will be used solely for the purposes of responding to requests for additional Fund documents. |
| 6. | The Company represents and warrants that it will respond to requests for additional Fund documents made by Contract owners directly to the Company or one of its affiliates. |
| 7. | The Company represents and warrants that any bundling of Summary Prospectuses and Statutory Prospectuses will be done in compliance with Rule 498. |
| 8. | At the Companys request, the Adviser and the Fund will provide the Company with URLs to the current Fund documents for use with Companys electronic delivery of Fund documents or on the Companys website. The Adviser and the Fund will be responsible for ensuring the integrity of the URLs and for maintaining the Funds current documents on the site to which such URLs originally navigate to. |
| 9. | If the Fund determines that it will end its use of the Summary Prospectus delivery option, the Fund will provide the Company with at least 60 days advance notice of its intent so that the Company can arrange to deliver a Statutory Prospectus in place of a Summary Prospectus. In order to comply with Rule 498(e)(1), the Fund shall continue to maintain its website in compliance with the requirements of this Agreement and Rule 498 for a minimum of 90 days after the termination of any such notice period. |
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| 10. | The parties agree that all other provisions of the Participation Agreement, including the Indemnification provisions, will apply to the terms of this Schedule C as applicable. |
| 11. | The parties agree that the Company is not required to distribute Summary Prospectuses to its Contract owners, but rather use of the Summary Prospectus will be at the discretion of the Company. The Company agrees that it will give the Distributor and the Fund sufficient notice of its intended use of the Summary Prospectuses or the Statutory Prospectuses. |
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PARTICIPATION AGREEMENT
Among
First Security Benefit Life Insurance and Annuity Company of New York,
Virtus Variable Insurance Trust,
and
VP Distributors, LLC
THIS AGREEMENT, dated as of the 5 th day of April, 2013, by and among First Security Benefit Life Insurance and Annuity Company of New York, (the Company), a stock life insurance company organized under the laws of the State of New York, on its own behalf and on behalf of each segregated asset account of the Company currently in existence or hereafter created, as set forth on Schedule A hereto, which may be updated from time to time for the convenience of the parties, (each an Account), Virtus Variable Insurance Trust (the Fund), a Delaware statutory trust, and VP Distributors, LLC (the Distributor), a Delaware limited liability company.
WHEREAS, the Fund engages in business as an open-end management investment company and is available to act as the investment vehicle for separate accounts established for variable life insurance and variable annuity contracts (the Variable Insurance Products) to be offered by insurance companies which have entered into participation agreements with the Fund and Distributor (Participating Insurance Companies); and
WHEREAS, the shares of beneficial interest/common stock of the Fund are divided into several series of shares, each representing the interest in a particular managed portfolio of securities and other assets (each a Portfolio); and
WHEREAS, the Fund is registered as an open-end management investment company under the Investment Company Act of 1940 (the 1940 Act) and shares of the Portfolios are registered under the Securities Act of 1933, as amended (the 1933 Act); and
WHEREAS, Virtus Investment Advisers, Inc. (the Adviser), which serves as investment adviser to the Fund, is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended; and
WHEREAS, the Fund may rely on an order ( The Phoenix Edge Series Fund, et al. , Investment Company Act Rel. Nos. 25687 (Jul. 26, 2002) (Notice) and 25703 (Aug. 20, 2002)(Order)) from the Securities and Exchange Commission (the SEC) which, among other relief, grants Participating Insurance Companies and variable annuity and variable life insurance separate accounts exemptions from the provisions of Sections 9(a), 13(a), 15(a), and 15(b) of the 1940 Act and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, if and to the extent necessary to permit shares of the Fund to be sold to and held by variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated life insurance companies (the Mixed and Shared Funding Exemptive Order); and
WHEREAS, the Company has issued or will issue certain variable annuity contracts supported wholly or partially by the Account (the Contracts) and has registered or will register such Contracts under the 1933 Act if required, and said Contracts are listed in Schedule A hereto, which may be updated from time to time for convenience of the parties; and
WHEREAS, the Account is duly established and maintained as a segregated asset account, duly established by the Company, to set aside and invest assets attributable to the aforesaid Contracts; and
WHEREAS, the Company has registered or will register each Account as a unit investment trust under the 1940 Act if required; and
WHEREAS, the Distributor, which serves as distributor to the Fund, is registered as a broker-dealer with the SEC under the Securities Exchange Act of 1934, as amended (the 1934 Act), and is a member in good standing of the Financial Industry Regulatory Authority (FINRA); and
WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company intends to purchase shares in the Portfolios as set forth in Schedule A hereto, as it may be updated from time to time for convenience of the parties (the Designated Portfolios) on behalf of the Account to fund the aforesaid Contracts, and the Distributor is authorized to sell such shares to the Account at their net asset value; and
WHEREAS, this Agreement shall be deemed to create a separate participation agreement on the terms hereof with respect to each Designated Portfolio, as if the parties hereto had executed a separate, identical form of participation agreement with respect to each Designated Portfolio, such that no liability or loss that might apply to one Portfolio hereunder shall affect any other Portfolio;
NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund and the Distributor agree as follows:
ARTICLE I. Sale of Fund Shares
1.1. The Fund has granted to the Distributor exclusive authority to distribute the Funds shares, and has agreed to instruct, and has so instructed, the Distributor to make available to the Company for purchase on behalf of the Account shares of beneficial interest in the Designated Portfolios. Pursuant to such authority and instructions, and subject to Article X hereof, the Distributor agrees to make available to the Company for purchase on behalf of the Account, shares of the Designated Portfolios, such purchases to be effected at net asset value in accordance with Section 1.3 of this Agreement. Notwithstanding the foregoing, (i) the Designated Portfolios (other than those listed on Schedule A) in existence now or that may be established in the future will be made available to the Company only as the Fund may so provide, and (ii) the Board of Trustees of the Fund (the Board) may suspend or terminate the offering of shares of any Designated Portfolio or class thereof, or liquidate any Designated Portfolio or class thereof, by providing no less than forty-five (45) days written notice to the Company, if such action is required by law or by regulatory authorities having jurisdiction or if, in the sole discretion of the Board acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, such action is necessary or appropriate and in the best interests of the shareholders of such Designated Portfolio.
1.2. The Fund shall redeem, at the Companys request, any full or fractional Designated Portfolio shares held by the Company on behalf of the Account, such redemptions to be effected at net asset value in accordance with Section 1.3 of this Agreement. Notwithstanding the foregoing, (i) the Fund may delay redemption of Fund shares of any Designated Portfolio to the extent permitted by the 1940 Act, and any rules, regulations or orders thereunder, and (ii) the Company shall not redeem Designated Portfolio shares attributable to Contract owners except in the circumstances permitted in Section 1.3 of this Agreement.
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1.3. Purchase and Redemption Procedures
(a) In the event that the parties trades are placed through the National Securities Clearing Corporation (NSCC), the parties agree to abide by the rules and procedures of the NSCC (collectively, the NSCC Terms). If the NSCC Terms conflict with the terms of this Section 1.3, such NSCC Terms shall prevail. In the event that the parties trades are not placed through the NSCC, the terms of subsections (b) through (f) of this Section 1.3 shall govern such trades.
(b) The Fund hereby appoints the Company as an agent of the Fund for the limited purpose of receiving and accepting purchase and redemption requests on behalf of the Account (but not with respect to any Fund shares that may be held in the general account of the Company) for shares of those Designated Portfolios made available hereunder, based on allocations of amounts to the Account or subaccounts thereof under the Contracts and other transactions relating to the Contracts or the Account. Receipt and acceptance of any such request (or relevant transactional information therefore) that is in good order on any day the New York Stock Exchange is open for trading and on which the relevant Designated Portfolio calculates its net asset value (a Business Day) pursuant to the rules of the SEC, by the Company as such limited agent of the Fund prior to the time that the Designated Portfolio ordinarily calculates its net asset value as described from time to time in the Funds prospectus shall constitute receipt and acceptance by the Designated Portfolio on that same Business Day, provided that the Fund receives notice of such request by 9:00 a.m. Eastern Time on the next following Business Day.
(c) The Company shall pay for shares of each Designated Portfolio on the same Business Day that it notifies the Fund of a purchase request for such shares. Payment for purchased Designated Portfolio shares shall be made in federal funds transmitted to the Fund or other designated person by wire to be received by 4:00 p.m. Eastern Time on the Business Day the Fund is notified of the purchase request for Designated Portfolio shares (unless the Fund determines and so advises the Company that sufficient proceeds are available from redemption of shares of other Portfolios effected pursuant to redemption requests tendered by the Company on behalf of the Account, or unless the Fund otherwise determines and so advises the Company to delay the date of payment, to the extent the Fund may do so under the 1940 Act). If federal funds are not received on time, such funds will be invested, and Designated Portfolio shares purchased thereby will be issued, as soon as practicable and the Company shall promptly, upon the Funds request, reimburse the Fund for any charges, costs, fees, interest or other expenses incurred by the Fund in connection with any advances to, or borrowing or overdrafts by, the Fund, or any similar expenses incurred by the Fund, as a result of portfolio transactions effected by the Fund based upon such purchase request. Upon receipt of federal funds so wired, such funds shall cease to be the responsibility of the Company and shall become the responsibility of the Fund.
(d) Payment for Designated Portfolio shares redeemed by the Account or the Company shall be made by the Fund in federal funds transmitted by wire to the Company or any other designated person by 5 p.m. Eastern Time on the same Business Day the Fund is properly notified of the redemption order of such shares (unless redemption proceeds are to be applied to the purchase of shares of other Portfolios in accordance with Section 1.3(b) of this Agreement), except that the Fund reserves the right to delay payment of redemption proceeds to the extent permitted under Section 22(e) of the 1940 Act and any rules thereunder, and in accordance with the procedures and policies of the Fund as described in the then-current prospectus and/or statement of additional information. The Fund shall not bear any responsibility whatsoever for the proper disbursement or crediting of redemption proceeds by the Company; the Company alone shall be responsible for such action.
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(e) Any purchase or redemption request for Designated Portfolio shares held or to be held in the Companys general account shall be effected at the net asset value per share next determined after the Funds receipt and acceptance of such request in good order, provided that, in the case of a purchase request, payment for Fund shares so requested is received by the Fund in federal funds prior to close of business on the applicable Business Day for determination of such value, as defined from time to time in the Funds prospectus (the Valuation Time).
(f) The Company shall not redeem shares of the Designated Portfolios attributable to the Contracts (as opposed to shares of the Designated Portfolios attributable to the Companys assets held in the Account) except (i) as necessary to implement Contract owner initiated or approved transactions, (ii) as required by state and/or federal laws or regulations or judicial or other legal precedent of general application (hereinafter referred to as a Legally Required Redemption), (iii) as permitted by an order of the SEC pursuant to Section 26(c) of the 1940 Act, but only if a substitution of other securities for the shares of the Designated Portfolios is consistent with the terms of the Contracts, or (iv) as otherwise permitted under the terms of the Contracts. Upon request, the Company will promptly furnish to the Fund reasonable assurance that any redemption pursuant to clause (ii) above is a Legally Required Redemption. Furthermore, except in cases where permitted under the terms of the Contracts, the Company shall not prevent Contract owners from allocating payments to a Designated Portfolio that was otherwise available under the Contracts without first giving the Fund 45 days notice of its intention to do so.
1.4. The Fund shall use its best efforts to make the net asset value per share for each Designated Portfolio (or class thereof) available to the Company by 7:00 p.m. Eastern Time each Business Day, and in any event, as soon as reasonably practicable after the net asset value per share for such Designated Portfolio or class thereof is calculated, and shall calculate such net asset value in accordance with the Funds statutory prospectus. None of the Fund, any Designated Portfolio, the Distributor, or any of their affiliates shall be liable for any information provided to the Company pursuant to this Agreement which information is based on incorrect information supplied by the Company to the Fund or the Distributor. If the Fund provides the Company with materially incorrect share net asset value information, the Company on behalf of the Account, shall be entitled to an adjustment to the number of shares purchased or redeemed to reflect the correct share net asset value, provided that the term materially incorrect share net asset value information shall be interpreted to mean a net asset value misstated by at least $0.01 and 1 / 2 of 1%, deemed by the Funds officers appropriate for adjustments to shareholder accounts pursuant to the Funds applicable policy. Any material error in the calculation of the net asset value per share, dividend or capital gain information shall be reported promptly to the Company upon discovery. In the event that any such material error is the result of the gross negligence of the Fund, or its designated agent for calculating the net asset value, any administrative or other costs or losses incurred for correcting underlying Contract owner accounts shall be at the Distributors expense, provided that the Company shall only seek reimbursement for actual out-of-pocket costs.
1.5. The Fund shall use its best efforts to furnish notice (by wire or telephone followed by written confirmation) to the Company of any income dividends or capital gain distributions payable on any Designated Portfolio shares in no event later than 6:00 p.m. Eastern Time on the ex-dividend date. The Company, on its behalf and on behalf of the Account, hereby elects to receive all such dividends and distributions as are payable on any Designated Portfolio shares in the form of additional shares of that Portfolio. The Company reserves the right, on its behalf and on behalf of the Account, to revoke this election and to receive all such dividends and capital gain distributions in cash. The Fund shall notify the Company promptly of the number of Portfolio shares so issued as payment of such dividends and distributions.
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1.6. Issuance and transfer of Fund shares shall be by book entry only. Share certificates will not be issued to the Company or the Account. Purchase and redemption orders for Fund shares shall be recorded in an appropriate ledger for the Account or the appropriate subaccount of the Account.
1.7. (a) The parties hereto acknowledge that the arrangement contemplated by this Agreement is not exclusive; the Funds shares may be sold to other insurance companies and the cash value of the Contracts may be invested in other investment companies.
(b) The Company shall not, without prior notice to the Fund (unless otherwise required by applicable law), take any action to operate the Account as a management investment company under the 1940 Act.
(c) The Company shall not, without prior notice to the Fund (unless otherwise required by applicable law), induce Contract owners to change or modify the Fund or change the Funds distributor or investment adviser.
(d) The Company shall not, without prior notice to the Fund, induce Contract owners to vote on any matter submitted for consideration by the shareholders of the Fund in a manner other than as recommended by the Board.
1.8 [Reserved]
1.9 The Company acknowledges that, pursuant to Form 24F-2, the Fund is not required to pay fees to the SEC for registration of its shares under the 1933 Act with respect to its shares issued to an Account that is a unit investment trust that offers interests that are registered under the 1933 Act and on which a registration fee has been or will be paid to the SEC (a Registered Account). Upon request, the Company agrees to provide the Fund or its agent information as to the number of shares purchased by a Registered Account and any other Account the interests of which are not registered under the 1933 Act. The Company acknowledges that the Fund intends to rely on the information so provided.
ARTICLE II. Representations and Warranties
2.1. The Company represents and warrants that the Contracts (a) are, or prior to issuance will be, registered under the 1933 Act, or (b) are not registered because they are properly exempt from registration under the 1933 Act or will be offered exclusively in transactions that are properly exempt from registration under the 1933 Act. The Company further represents and warrants that (i) the Contracts will be issued and sold in compliance in all material respects with all applicable federal securities and state securities and insurance laws; (ii) the sale of the Contracts shall comply in all material respects with state insurance and other applicable suitability requirements; (iii) the information provided pursuant to Section 1.9 shall be accurate in all material respects; and (iv) it and the Account are persons qualified to purchase shares of the Designated Portfolios under Section 817(h) of the Internal Revenue Code of 1986, as amended (the Code) and the regulations thereunder without impairing the ability of the Account to consider the portfolio investments of the Designated Portfolios as constituting investments of the Account for the purpose of satisfying the diversification requirements of Section 817(h) (Qualified Persons). The Company shall register and qualify the Contracts or interests therein as securities in accordance with the laws of the various states if and to the extent required by applicable law. If the Fund elects to use summary prospectuses, as defined in Rule 498 under the 1933 Act, and the Company elects to make use of such summary prospectuses in connection with satisfying prospectus delivery requirements under the 1933 Act, the Company represents and warrants that it shall comply with the requirements of Rule 498 under the 1933 Act and any applicable guidance received from the SEC or from the SEC staff thereunder in connection with the delivery of the Funds summary prospectuses and any other duties assumed by the
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Company in this Agreement. The Company represents and warrants that it has reasonable policies and procedures in place to ensure that it can appropriately meet its obligations under this Agreement. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law, that it has legally and validly established the Account as a segregated asset account under New York insurance laws, and that it (a) has registered or, prior to any issuance or sale of the Contracts, will register the Account as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts, or alternatively (b) has not registered the Account in proper reliance upon an exclusion from registration under the 1940 Act.
2.2. The Fund represents and warrants that Designated Portfolio shares sold pursuant to this Agreement shall be registered under the 1933 Act and shall be duly authorized for issuance, and that the Fund is and shall remain registered under the 1940 Act. The Fund shall amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares. The Fund shall not be responsible, and the Company shall take full responsibility, for determining any jurisdiction in which any qualification or registration of Fund shares or the Fund by the Fund may be required in connection with the sale of the Contracts or the indirect interest of any Contract in any shares of the Fund and shall advise the Fund at such time and in such manner as is necessary to permit the Fund to comply.
2.3. The Fund represents and warrants that it is lawfully organized and validly existing under the laws of the State of Delaware and that it does and will comply in all material respects with the 1940 Act, including, without limitation, Rule 38a-1 under the 1940 Act. The Fund makes no representations or warranties as to whether any aspect of the Designated Portfolios operations, including, but not limited to, investment policies, fees and expenses, complies with the insurance laws and other applicable laws of the various states. The Company agrees promptly to notify the Fund of any investment restrictions imposed by state insurance law applicable to the Fund or a Designated Portfolio.
2.4. The Distributor represents and warrants that shares of the Designated Portfolios (i) shall be offered and sold in compliance in all material respects with applicable federal securities laws, (ii) are offered and sold only to Participating Insurance Companies and their separate accounts and to persons or plans that communicate to the Fund that they are Qualified Persons, and (iii) are registered and qualified for sale in accordance with the laws of the various states to the extent required by applicable law.
2.5. The Fund and the Distributor represent and warrant that all of their trustees/directors, officers, employees, and other individuals or entities dealing with the money and/or securities of the Fund are and shall continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Fund in an amount not less than the minimum coverage as required currently by Rule 17g-1 of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company.
2.6. The Company represents and warrants that all of its directors, officers, employees, and other individuals/entities employed or controlled by the Company dealing with the money and/or securities of the Account are covered by a blanket fidelity bond or similar coverage for the benefit of the Account, in an amount not less than $5 million. The aforesaid bond includes coverage for larceny and embezzlement and is issued by a reputable bonding company. The Company agrees to hold for the benefit of the Fund and to pay to the Fund any amounts lost from larceny, embezzlement or other events covered by the aforesaid bond to the extent such amounts properly belong to the Fund pursuant to the terms of this Agreement. The Company agrees to make all reasonable efforts to see that this bond or another bond containing these provisions is always in effect, and agrees to notify the Fund and the Distributor in the event that such coverage no longer applies.
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2.7. The Company represents and warrants that it shall comply with any applicable privacy and notice provisions of 15 U.S.C. §§ 6801-6827 and any applicable regulations promulgated thereunder (including but not limited to 17 C.F.R. Part 248), and any other applicable federal and state privacy law, as they may be amended from time to time. The Company represents and warrants that it has implemented and shall maintain during the term of this Agreement appropriate security measures for personal information that comply with all applicable law and regulation.
2.8. The Company represents and warrants that it has in place an anti-money laundering program (AML program) that does now and will continue at all times during the term of this Agreement to comply with applicable laws and regulations, including the relevant provisions of the USA PATRIOT Act (Pub. L. No. 107-56 (2001)) and the regulations issued thereunder (the Patriot Act). The Company hereby certifies that it has established and maintains an AML program that includes written policies, procedures and internal controls reasonably designed to identify its Contract owners and has undertaken appropriate due diligence efforts to know its customers in accordance with all applicable anti-money laundering regulations in its jurisdiction including, where applicable, the Patriot Act. The Company further confirms that it will monitor for suspicious activity in accordance with the requirements of the Patriot Act. In addition, the Company represents and warrants that it has adopted and implemented policies and procedures reasonably designed to achieve compliance with the applicable requirements administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury. The Company agrees to provide the Distributor with such information as it may reasonably request, including but not limited to the filling out of questionnaires, attestations and other documents, to enable the Distributor to fulfill its obligations under applicable law, and, upon its request, to file a notice pursuant to Section 314 of the Patriot Act and the implementing regulations related thereto to permit the voluntary sharing of information between the parties hereto.
2.9. The Company represents and warrants that (a) the Company has, and will maintain, policies and procedures reasonably designed to monitor and prevent market timing or excessive trading activity by its customers and (b) the Company will provide the Fund or its agent with assurances regarding the compliance of its handling of orders with respect to shares of the Designated Portfolios with the requirements of Rule 22c-1 under the 1940 Act, regulatory interpretations thereof, and the Funds market timing and excessive trading policies upon reasonable request. Additionally, the Company shall comply with the requirements of applicable provisions of the summary prospectuses and statutory prospectus (collectively, the Prospectus) and SAI of the Fund, and with applicable federal and state securities laws. Among other things, and without limitation of the foregoing, the Company shall be responsible for reasonably assuring that: (a) only orders to purchase, redeem or exchange Designated Portfolio shares received by the Company or any Indirect Intermediary (as defined below) prior to the Valuation Time shall be submitted directly or indirectly by the Company to the Fund or its transfer agent or other applicable agent for receipt of a price based on the net asset value per share calculated for that day in accordance with Rule 22c-1 under the 1940 Act (orders to purchase, redeem or exchange Designated Portfolio shares received by the Company subsequent to the Valuation Time on any given Business Day or on a day that is not a Business Day shall receive a price based on the applicable net asset value per share next determined by the Fund in accordance with Rule 22c-1 under the 1940 Act); and (b) the Company shall cause to be imposed and/or waived applicable redemption fees, if any, only in accordance with the Designated Portfolios then current Prospectus or SAI and/or as instructed by the Distributor. The Company further agrees to make reasonable efforts to assist the Fund and its service providers (including but not limited to the Distributor) to detect, prevent and report market timing or excessive short-term trading of Designated Portfolio shares. To the extent the Company has actual knowledge of violations of Fund policies (as set forth in the then current Prospectus or SAI) regarding (i) the timing of purchase, redemption or exchange orders and pricing of Portfolio shares, (ii) market timing or excessive short-term trading, or (iii) the imposition of redemption fees, if any, the Company agrees promptly to report such known violations to the Distributor.
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ARTICLE III. Prospectuses and Proxy Statements; Voting
3.1. Subject to Section 7.1 and the Funds determination to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Distributor shall provide the Company with as many printed copies of the current prospectus, current Statement of Additional Information (SAI), supplements, proxy statements, and annual or semi-annual reports of each Designated Portfolio as the Company may reasonably request, with expenses to be borne in accordance with Schedule B hereof. The Company shall deliver such documents to Contract owners in accordance with applicable laws. If requested by the Company in lieu thereof, the Fund shall provide such documents (including a print-ready PDF, or an electronic copy of the documents in a format suitable for printing and posting on the Companys website, all as the Company may reasonably request) and such other assistance as is reasonably necessary in order for the Company to have prospectuses, SAIs, supplements and annual or semi-annual reports for the Contracts and the Fund printed together in a single document or posted on the Companys web-site or printed individually by the Company if it so chooses.
3.2. The Funds prospectus shall state that the current SAI for the Fund is available.
3.3. The Fund shall provide the Company with information regarding the Funds expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information substantially in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund, which consent shall not be unreasonably withheld.
3.4. So long as, and to the extent the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners, or to the extent otherwise required by law, the Company shall solicit voting instructions from Contract holders and vote shares of the Portfolio in accordance with instructions received from Contract holders. The Company shall vote the shares of the Portfolios for which no instructions have been received in the same proportion as shares of the Portfolio for which instructions have been received. The Company shall be responsible for assuring that its Accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing.
3.5 The Company reserves the right to vote Fund shares held in its general account in its own right, to the extent permitted by applicable laws.
3.6 If the Fund and the Company agree to distribute Fund summary prospectuses to Contract owners pursuant to Rule 498 of the 1933 Act, as set forth in Schedule C of this Agreement, then each party to the Agreement represents and warrants that it complies with the requirements of Rule 498 and applicable SEC guidance regarding the Rule in connection therewith, and that it maintains policies and procedures reasonably designed to ensure that it can meet its obligations in connection with Fund summary prospectuses. The parties agree to comply with the terms included in the attached Schedule C as of the effective date of this Agreement.
3.7 Within three (3) Business Days of Company receiving a request for a paper copy or an electronic copy of a Fund statutory and/or summary prospectus, including any supplements, SAI, including any supplements, and most recent annual and semi-annual reports to shareholders under Rule 30e-1 of the 1940 Act (Fund Documents), the Company shall send a paper copy or electronic copy, respectively, of any requested Fund Document to any person requesting such copy at no cost to the Contract owner and by U.S. first class mail or other reasonably prompt means or by email for electronic requests. The Company shall deliver the most current version of the Fund Document that it has received from the Fund pursuant to Section 3.1 above.
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ARTICLE IV. Sales Material and Information
4.1. The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material that the Company (and/or its affiliates) develop(s) and in which the Fund (or a Portfolio thereof) or the Adviser or the Distributor is named. No such material shall be used until approved by the Fund or its designee, and the Fund will use its best efforts for it or its designee to review such sales literature or promotional material within ten (10) Business Days after receipt of such material. Materials not approved or disapproved within ten (10) Business Days shall be deemed approved, provided that the Company confirms that the Fund or its designee received such materials. The Company shall be responsible for any required regulatory filings of sales literature or promotional material it produces. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Portfolio thereof) or the Adviser or the Distributor is named, and no such material shall be used if the Fund or its designee so objects.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund, a Portfolio, or the Adviser or the Distributor in connection with the sale of the Contracts other than the information or representations contained in the registration statement or applicable prospectus or SAI for the Fund shares, as such registration statement and prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Distributor for use with the public, except with the written permission of the Fund or the Distributor or the designee of either. The Company shall comply with all applicable laws, including Rule 498 under the 1933 Act, when composing, compiling and delivering sales literature or other promotional material. The Fund shall be entitled to review Companys placement of sales materials with the summary prospectus in order to review Companys compliance with applicable laws and regulations.
4.3. The Fund and the Distributor, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or the Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten (10) Business Days after receipt of such material. Materials not approved or disapproved within ten (10) Business Days shall be deemed approved, provided that the Fund or the Distributor, or their designee, confirms that the Company received such materials. The Distributor shall be responsible for any required regulatory filings of sales material it or the Fund produces. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
4.4. The Fund shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company, except with the permission of the Company.
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4.5. Upon request, the Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, SAIs, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Portfolios or their shares, after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall not alter any of such documents provided by the Fund without the prior written consent of the Fund or Distributor.
4.6. Upon request, the Company will provide to the Fund at least one complete copy of all registration statements, prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account, after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Adviser any complaints received from the Contract owners pertaining to the Fund or a Portfolio.
4.7. The Fund will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and of any material change in the Funds registration statement relating to any Designated Portfolio, particularly any change resulting in a change to the registration statement or prospectus for any Account. The Fund will work with the Company so as to enable the Company to solicit proxies from Contract owners, or to make changes to its prospectus or registration statement, in an orderly manner. The Fund will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
4.8 For purposes of this Article IV, the phrase sales literature and other promotional materials includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
ARTICLE V. Fees and Expenses
5.1. Except as otherwise provided herein or in a separate agreement entered into by some or all the parties hereto, no party to this Agreement shall pay any fee or other compensation to any other party to this Agreement.
5.2. All expenses incident to performance by the parties under this Agreement shall be paid in accordance with Schedule B hereof. Except as otherwise provided herein or therein, all expenses incident to performance by a party under this Agreement shall be paid by such party.
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ARTICLE VI. Qualification
6.1 Subject to the Companys representations and warranties in Section 6.3, the Fund will invest the assets of each Designated Portfolio in such a manner as to ensure that the Contracts will be treated as annuity or life insurance contracts, whichever is appropriate, under the Code and the regulations issued thereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund represents and warrants that each Designated Portfolio has complied and will continue to comply with Section 817(h) of the Code and Treasury Regulation §1.817-5, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts, and any amendments or other modifications or successor provisions to such Section or Regulations. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the applicable Designated Portfolio so as to achieve compliance within the grace period afforded by Regulation 1.817-5.
6.2 The Fund represents and warrants that each Designated Portfolio is qualified as a regulated investment company under Subchapter M of the Code and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that a Designated Portfolio has ceased to so qualify or that it might not so qualify in the future.
6.3 The Company represents and warrants that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Code, and that it will maintain such treatment, and that it will notify the Fund immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a modified endowment contract as that term is defined in Section 7702A of the Code (or any successor or similar provision), shall identify such contract as a modified endowment contract. In addition, the Company represents and warrants that each of its Accounts is a segregated asset account and that interests in the Accounts are offered exclusively through the purchase of or transfer into a variable contract within the meaning of such terms under Section 817 of the Code and the regulations thereunder. Company will continue to meet such definitional requirements, and it will notify the Fund and the Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.
ARTICLE VII. Potential Conflicts
7.1 The parties to this Agreement agree that the conditions or undertakings required by the Mixed and Shared Funding Exemptive Order that may be imposed on the Company, the Fund and/or the Distributor by virtue of such order by the SEC, including those relating to material irreconcilable conflicts, apply to the activities contemplated in this Agreement and are incorporated herein by reference as terms of this Agreement at all times that the Company, the Fund and/or the Distributor rely on the relief provided by such order. At all times the conditions and undertaking apply as set forth above, each of the parties agree to comply with such conditions and undertakings to the extent applicable to such party, notwithstanding any provision of this Agreement otherwise to the contrary. The parties hereto agree that each shall assume that it is relying upon the relief provided by the Mixed and Shared Funding Exemptive Order when acting in accordance with this Agreement, unless the Fund or Distributor provides a written notification to each party that the parties are not acting in reliance on the relief provided by such order.
7.2 If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the parties to this Agreement shall take such steps as may be
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necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Section 3.4 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.
Article VIII. Indemnification
8.1 Indemnification by the Company
8.1(a). The Company agrees to indemnify and hold harmless each of the Fund and the Distributor and each of its trustees/directors and officers, and each person, if any, who controls the Fund or the Distributor within the meaning of Section 15 of the 1933 Act or who is under common control with the Fund or the Distributor (collectively, the Indemnified Parties for purposes of this Section 8.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:
(i) arise out of or are based upon any untrue statement or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund or the Distributor for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares, or
(ii) arise out of or as a result of statements or representations by or on behalf of the Company (other than statements or representations contained in the registration statement, prospectus, SAI, or sales literature or other promotional material of the Fund not supplied by the Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Companys authorization or control, with respect to the sale or distribution of the Contracts or Fund shares, or
(iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature or other promotional material of the Fund or any amendment thereof or supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the Company for use in the registration statement, prospectus or SAI of the Fund or in sales literature; or
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(iv) arise as a result of any material failure by the Company to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification requirements specified in Article VI of this Agreement); or
(v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company;
as limited by and in accordance with the provisions of Sections 8.1(b) and 8.1(c) hereof.
8.1(b). The Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Partys willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Partys duties or by reason of such Indemnified Partys reckless disregard of its obligations or duties under this Agreement.
8.1(c). The Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Company of any such claim shall not relieve the Company from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against an Indemnified Party, the Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action. After notice from the Company to such party of the Companys election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Company will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.
8.1(d). The Indemnified Parties will promptly notify the Company of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the Fund shares or the Contracts or the operation of the Fund.
8.2 Indemnification by the Distributor
8.2(a). The Distributor agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:
(i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or SAI or sales literature or other promotional material of the Fund (or
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any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor or Fund by or on behalf of the Company for use in the registration statement, prospectus or SAI for the Fund or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or
(ii) arise out of or as a result of statements or representations by or on behalf of the Distributor (other than statements or representations contained in the registration statement, prospectus, SAI or sales literature or other promotional material for the Contracts not supplied by the Distributor or persons under its control) or wrongful conduct of the Distributor or the Fund with respect to the sale or distribution of the Contracts or Fund shares; or
(iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI or sales literature or other promotional material covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Distributor; or
(iv) arise as a result of any failure by the Distributor to provide the services and furnish the materials it is required to provide and furnish under the terms of this Agreement (including a failure of the Fund, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or
(v) arise out of or result from any material breach of any representation and/or warranty made by or on behalf of the Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by or on behalf of the Distributor;
as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof.
8.2(b). The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Partys willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Partys duties or by reason of such Indemnified Partys reckless disregard of obligations and duties under this Agreement or to the Company or the Account, whichever is applicable.
8.2(c). The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after
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such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Party, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributors election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.
8.2(d). The Company agrees promptly to notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of the Account.
8.3 Indemnification by the Fund
8.3(a). The Fund agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or litigation (including legal and other expenses) to which the Indemnified Parties may be required to pay or may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, expenses, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and:
(i) arise out of or as a result of statements or representations by or on behalf of the Fund (other than statements or representations contained in the registration statement, prospectus, SAI or sales literature or other promotional material for the Contracts not supplied by the Fund or persons under its control) or wrongful conduct of the Fund with respect to the sale or distribution of the Contracts or Fund shares; or
(ii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI or sales literature or other promotional material covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Fund; or
(iii) arise as a result of any failure by the Fund to provide the services and furnish the materials it is required to provide and furnish under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or
(iv) arise out of or result from any material breach of any representation and/or warranty made by or on behalf of the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by or on behalf of the Fund;
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as limited by and in accordance with the provisions of Sections 8.3(b) and 8.3(c) hereof. The parties acknowledge that the Funds indemnification obligations under this Section 8.3 are subject to applicable law.
8.3(b). The Fund shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Partys willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Partys duties or by reason of such Indemnified Partys reckless disregard of obligations and duties under this Agreement or to the Company, the Fund, the Distributor or the Account, whichever is applicable.
8.3(c). The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Fund in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Fund of any such claim shall not relieve the Fund from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Fund will be entitled to participate, at its own expense, in the defense thereof. The Fund also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action. After notice from the Fund to such party of the Funds election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Fund will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.
8.3(d). The Company agrees promptly to notify the Fund of the commencement of any litigation or proceeding against it or any of its respective officers or directors in connection with the Agreement, the issuance or sale of the Contracts, the operation of the Account, or the sale or acquisition of shares of the Fund.
ARTICLE IX. Applicable Law
9.1. This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the State of Delaware, without regard to the conflict of laws provisions thereof.
9.2. This Agreement shall be subject to the provisions of the 1933 and 1940 Acts as well as the Exchange Act of 1934, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the SEC may grant (including without limitation the Mixed and Shared Funding Exemptive Order), and the terms hereof shall be interpreted and construed in accordance therewith. If, in the future, the Mixed and Shared Funding Exemptive Order discussed in Article VII should no longer be necessary under applicable law, then Article VII hereof shall no longer apply.
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ARTICLE X. Termination
10.1. This Agreement shall continue in full force and effect until the first to occur of:
| (a) | termination by any party, for any reason with respect to some or all Designated Portfolios, by six (6) months advance written notice delivered to the other parties; or |
| (b) | termination by the Company by written notice to the other parties based upon the Companys determination that shares of the Fund are not reasonably available to meet the requirements of the Contracts; or |
| (c) | termination by the Company by written notice to the other parties in the event any of the Designated Portfolios shares are not registered, issued or sold in accordance with applicable state and/or federal law or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company; or |
| (d) | termination by the Fund or Distributor by written notice to the Company in the event that formal administrative proceedings are instituted against the Company by FINRA, the SEC, the Insurance Commissioner or like official of any state or any other regulatory body regarding the Companys duties under this Agreement or related to the sale of the Contracts, the operation of any Account, or the purchase of the Designated Portfolios shares; provided, however, that the Fund or Distributor determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Company to perform its obligations under this Agreement; or |
| (e) | termination by the Company by written notice to the other parties in the event that formal administrative proceedings are instituted against the Fund or Distributor by the SEC or any state securities department or any other regulatory body; provided, however, that the Company determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Fund or Distributor to perform its obligations under this Agreement; or |
| (f) | termination by the Company by written notice to the other parties in the event that any Designated Portfolio ceases to qualify as a regulated investment company under Subchapter M or fails to comply with the Section 817(h) diversification requirements specified in Article VI hereof, or if the Company reasonably believes that any such Designated Portfolio may fail to so qualify or comply with either provision; or |
| (g) | termination by either the Fund or the Distributor by written notice to the other parties, if either one or both the Fund and the Distributor, respectively, shall determine, in their sole judgment exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition, or prospects since the date of this Agreement or is the subject of material adverse publicity; or |
| (h) | termination by the Company by written notice to the other parties, if the Company shall determine, in its sole judgment exercised in good faith, that the Fund or the Distributor has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity; or |
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| (i) | termination by the Company upon any substitution of the shares of another investment company or series thereof for shares of a Designated Portfolio of the Fund in accordance with the terms of the Contracts, provided that the Company has given at least 90 days prior written notice to the Fund and Distributor of the date of substitution; or |
| (j) | termination by the Fund or Distributor by written notice to the Company in the event that the Contracts fail to meet the qualifications specified in Article VII hereof; or |
| (k) | termination by the Fund with respect to any or all Designated Portfolios if the Board has decided to (i) refuse to sell shares of any Designated Portfolio to the Company and/or any of its Accounts; (ii) suspend or terminate the offering of shares of any Designated Portfolio; or (iii) dissolve, reorganize, liquidate, merge or sell all assets of the Fund or any Designated Portfolio, subject to the provisions of Section 1.1; or |
| (l) | termination by any party in the event that the Funds Board of Trustees determines that a material irreconcilable conflict exists as provided in Article VII. |
10.2. Notwithstanding any termination of this Agreement, the Fund and the Distributor shall, upon the mutual agreement of the parties hereto, continue to make available additional shares of the Fund pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as Existing Contracts), unless the Company seeks an order pursuant to Section 26(b) of the 1940 Act to permit the substitution of other securities for the shares of the Portfolios. Specifically, the owners of the Existing Contracts shall be permitted to reallocate investments in the Fund, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts (subject to any such election by the Company).
10.3. The parties agree that Section 10.2 shall not apply to any terminations under Section 10.1(j), and the effect of such terminations shall instead be governed by the Mixed and Shared Funding Exemptive Order. The parties further agree that, to the extent that all or a portion of the assets of the Accounts continue to be invested in the Fund or any Designated Portfolio of the Fund, Articles I, II, III, VI, VII, VIII and IX will remain in effect after termination.
10.4 Notwithstanding any termination of this Agreement, each partys obligation under Article VIII to indemnify the other parties shall survive.
ARTICLE XI. Notices
Any notice shall be sufficiently given when sent by registered or certified mail or overnight delivery service to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party.
| If to the Company: |
First Security Benefit Life Insurance and Annuity Benefit Company of New York Attention General Counsel One Security Benefit Place Topeka, Kansas 66636 - 0001 |
|
| If to the Fund or the Distributor: |
c/o Virtus Investment Partners 100 Pearl Street Hartford, CT 06103 Attention: Counsel |
|
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ARTICLE XII. Miscellaneous
12.1. All persons dealing with the Fund must look solely to the property of the respective Designated Portfolios listed on Schedule A hereto as though each such Designated Portfolio had separately contracted with the Company and the Distributor for the enforcement of any claims against the Fund. The parties agree that none of the Board, officers, agents or shareholders of the Fund assume any personal liability or responsibility for obligations entered into by or on behalf of the Fund.
12.2. Subject to the requirements of legal process and regulatory authority, the Fund and the Distributor shall treat as confidential the names and addresses of the owners of the Contracts. Each party shall treat as confidential all information reasonably identified as confidential in writing by any other party hereto and, except as permitted by this Agreement, shall not disclose, disseminate or utilize such information without the express written consent of the affected party until such time as such information has come into the public domain.
12.3. The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.
12.4. This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument.
12.5. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby.
12.6. Each party hereto shall cooperate with each other party and all appropriate governmental authorities (including without limitation the SEC, FINRA, and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby. Notwithstanding the generality of the foregoing, each party hereto further agrees to furnish the New York Insurance Commissioner with any information or reports in connection with services provided under this Agreement which such Commissioner may request in order to ascertain whether the variable insurance operations of the Company are being conducted in a manner consistent with the New York insurance laws and regulations and any other applicable law or regulations.
12.7. The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies, and obligations, at law or in equity, which the parties hereto are entitled to under state and federal laws.
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12.8. This Agreement may be amended by written agreement between all parties. This Agreement or any of the rights and obligations hereunder may not be assigned, as that term is defined by and interpreted under the 1940 Act, by any party without the prior written consent of all parties hereto. The Company shall promptly notify the Fund and the Distributor of any change in control of the Company.
12.9 Upon request, the Company shall furnish, or shall cause to be furnished, to the Fund or its designee copies of the following reports: (a) the Companys annual statement (prepared under statutory accounting principles) and annual report (prepared under generally accepted accounting principles) filed with any state or federal regulatory body or otherwise made available to the public; and (b) any registration statement (without exhibits) and financial reports of the Company filed with the Securities and Exchange Commission or any state insurance regulator.
ARTICLE XIII. Rule 22c-2 Compliance
13.1 The Company agrees to provide, or cause to be provided, promptly to the Distributor, upon written request, the taxpayer identification number (TIN), the Individual/International Taxpayer Identification Number (ITIN), or other government-issued identifier (GII) and the Contract owner number or participant account number, if known, of any or all Contractholder(s) of the account, the name or other identifier of any investment professional(s) associated with the Contractholder(s) or account (if known), and the amount, date and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange of shares held through an account maintained by the Company during the period covered by the request. Unless otherwise specifically requested by the Distributor, the Company shall only be required to provide information relating to Contractholder-Initiated Transfer Purchases or Contractholder-Initiated Transfer Redemptions.
(a) Period Covered by Request. Requests must set forth a specific period, normally not to exceed 90 days from the date of the request, for which transaction information is sought. The Distributor may request transaction information older than 90 days from the date of the request as it deems necessary to investigate compliance with policies established or utilized by the Fund or the Distributor for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by a Portfolio. If requested by the Distributor, the Company will provide the information specified in this Section 12.1 for each trading day.
(b) Form and Timing of Response. The Company agrees to provide, promptly upon request of the Distributor, the requested information specified in this Section 13.1. The Company agrees to use its best efforts to determine promptly whether any specific person about whom it has received the identification and transaction information specified in this Section 13.1 is itself a financial intermediary, as that term is defined in Rule 22c-2 under the 1940 Act (an Indirect Intermediary) and, upon request of the Distributor, promptly either (i) provide (or arrange to have provided) the information set forth in this Section 13.1 for those Contractholders who hold an account with an Indirect Intermediary or (ii) restrict or prohibit the Indirect Intermediary from purchasing shares in nominee name on behalf of other persons. The Company additionally agrees to inform the Distributor whether it plans to perform (i) or (ii) above. Responses required by this paragraph must be communicated in writing and in a format mutually agreed upon by the parties. To the extent practicable, the format for any Contractholder and transaction information provided to the Distributor should be consistent with the NSCC Standardized Data Reporting Format.
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(c) Limitations on Use of Information. The Distributor agrees not to use the information received under this Section 13.1 for marketing or any other similar purpose without the prior written consent of the Company; provided, however, that this provision shall not limit the use of publicly available information, information already in the possession of the Distributor, the Fund or their affiliates at the time the information is received pursuant to this Section 13.1 or information which comes into the possession of the Distributor, the Fund or their affiliates from a third party.
(d) Agreement to Restrict Trading. The Company agrees to execute written instructions from the Distributor to restrict or prohibit further purchases or exchanges of Portfolio shares by a Contractholder that has been identified by the Distributor as having engaged in transactions in Portfolio shares (directly or indirectly through the Companys account) that violate policies established or utilized by the Fund or the Distributor for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by a Portfolio. Unless otherwise directed by the Distributor, any such restrictions or prohibitions shall only apply to Contractholder-Initiated Transfer Purchases or Contractholder-Initiated Transfer Redemptions that are effected directly or indirectly through the Company.
(e) Form of Instructions. Instructions must include the TIN, ITIN or GII and the specific individual Contract owner number or participant account number associated with the Contractholder, if known, and the specific restriction(s) to be executed. If the TIN, ITIN, GII or the specific individual Contract owner number or participant account number associated with the Contractholder is not known, the instructions must include an equivalent identifying number of the Contractholder(s) or account(s) or other agreed upon information to which the instruction relates.
(f) Timing of Response. The Company agrees to execute instructions from the Distributor as soon as reasonably practicable, but not later than five (5) business days after receipt of the instructions by the Company.
(g) Confirmation by the Company. The Company must provide written confirmation to the Distributor that the Distributors instructions to restrict or prohibit trading have been executed. The Company agrees to provide confirmation as soon as reasonably practicable, but not later than ten (10) business days after the instructions have been executed.
(h) Definitions. For purposes of this Section 13.1, the following terms shall have the following meanings, unless a different meaning is clearly required by the context:
(i) The term Contractholder means the holder of interests in a Contract or a participant in an employee benefit plan with a beneficial interest in a Contract.
(ii) The term Contractholder-Initiated Transfer Purchase means a transaction that is initiated or directed by a Contractholder that results in a transfer of assets within a Contract to a Portfolio, but does not include transactions that are executed: (i) automatically pursuant to a contractual or systematic program or enrollment such as a transfer of assets within a Contract to a Portfolio as a result of dollar cost averaging programs, insurance company approved asset allocation programs, or automatic rebalancing programs; (ii) pursuant to a Contract death benefit; (iii) as a result of a one-time step-up in Contract value pursuant to a Contract death benefit; (iv) as a result of an allocation of assets to a Portfolio through a Contract as a result of payments such as loan repayments, scheduled contributions, retirement plan salary reduction contributions, or planned premium payments to the Contract; or (v) pre-arranged transfers at the conclusion of a required free look period.
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(iii) The term Contractholder-Initiated Transfer Redemption means a transaction that is initiated or directed by a Contractholder that results in a transfer of assets within a Contract out of a Portfolio, but does not include transactions that are executed: (i) automatically pursuant to a contractual or systematic program or enrollments such as transfers of assets within a Contract out of a Portfolio as a result of annuity payouts, loans, systematic withdrawal programs, insurance company approved asset allocation programs and automatic rebalancing programs; (ii) as a result of any deduction of charges or fees under a Contract; (iii) within a Contract out of a Portfolio as a result of scheduled withdrawals or surrenders from a Contract; or (iv) as a result of payment of a death benefit from a Contract.
(iv) The term Portfolios shall mean the constituent series of the Fund, but for purposes of this Section 13.1 shall not include Portfolios excepted from the requirements of paragraph (a) of Rule 22c-2 by paragraph (b) of Rule 22c-2.
(v) The term promptly shall mean as soon as practicable but in no event later than five (5) business days from the Companys receipt of the request for information from the Distributor.
(vi) The term written includes electronic writings and facsimile transmissions.
(vii) In addition, for purposes of this Section 13.1, the term purchase does not include the automatic reinvestment of dividends or distributions.
[Signature page follows.]
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and on its behalf by its duly authorized representative.
| Security Benefit Life Insurance Company | By its authorized officer | |||||||
| By: | Doug Wolff | |||||||
| Title: | President | |||||||
| Date: | 4/5/13 | |||||||
| Virtus Variable Insurance Trust | By its authorized officer | |||||||
| By: | George Aylward | |||||||
| Title: | President | |||||||
| Date: | 4/5/13 | |||||||
| VP Distributors, LLC | By its authorized officer | |||||||
| By: | Matthew Hamel | |||||||
| Title: | Senior Vice President | |||||||
| Date: | 4/5/13 | |||||||
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April 5, 2013
Schedule A
| Account(s) | Contract(s) | |
| Variflex Separate Account | Variflex | |
| SBL Variable Annuity Account VIII | Variflex LS | |
| Variable Annuity Account XI | Scarborough | |
| SBL Variable Annuity Account XIV |
AdvisorDesigns SecureDesigns AdvanceDesigns EliteDesigns |
|
Additionally, Accounts and Contracts will include any new Accounts and Contracts created subsequent to the date hereof.
Fund and Portfolios
Virtus Variable Insurance Trust:
Virtus Capital Growth Series, Class A
Virtus Growth & Income Series, Class A
Virtus International Series, Class A
Multi-Sector Fixed Income Series, Class A
Virtus Premium AlphaSector TM Series, Class A
Virtus Real Estate Securities Series, Class A
Virtus Small-Cap Growth Series, Class A
Virtus Small-Cap Value Series, Class A
Virtus Strategic Allocation Series, Class A
Additionally, Portfolios will include any portfolio created subsequent to the date hereof.
A-1
SCHEDULE B
EXPENSES
The Fund and the Company will coordinate the functions and pay the costs of the completing these functions based upon an allocation of costs in the tables below. The term Current is defined as an existing Contract owner with value allocated to one or more Portfolios. The term Prospective is defined as a potential new Contract owner.
|
Item |
Function |
Party Responsible for Expense |
||
| Fund Prospectus | Printing and Distribution (including postage) | Current and Prospective Fund (Company may choose to do the printing at Funds expense) | ||
| Fund Prospectus and SAI Supplements | Printing and Distribution (including postage) | Fund (Company may choose to do the printing at Funds expense) | ||
| Fund SAI | Printing and Distribution (including postage) | Fund | ||
| Proxy Material for Fund | Printing, Distribution to Current (including postage), tabulation and solicitation | Fund | ||
| Fund Annual & Semi-Annual Report | Printing and Distribution (including postage) | Fund (Company may choose to do the printing at Funds expense) | ||
| Contract Prospectus | Printing and Distribution (including postage) | Company | ||
| Contract Prospectus and SAI Supplements | Printing and Distribution (including postage) | Company | ||
| Contract SAI | Printing and Distribution (including postage) | Company | ||
| Other communication to Prospective and Current | Printing and Distribution (including postage) |
If Required by Law or Fund Fund If Required by Company Company |
||
| Operations of the Fund | All operations and related expenses, including the cost of registration and qualification of shares, taxes on the issuance or transfer of shares, cost of management of the business affairs of a Fund, and expenses paid or assumed by a Fund pursuant to any Rule 12b-1 plan | Fund | ||
| Operations of the Accounts | Federal registration of units of separate account (24f-2 fees) | Company | ||
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SCHEDULE C
USE OF SUMMARY PROSPECTUSES
All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such term in the Agreement.
| 1. | For purposes of this Schedule C, the terms Summary Prospectus and Statutory Prospectus shall have the same meaning as set forth in Rule 498. |
| 2. | The Fund shall provide the Company with copies of the Summary Prospectuses and any supplements thereto in the same manner and at the same times as the Agreement requires that the Fund provide the Company with Statutory Prospectuses. |
| 3. | The Fund represents and warrants that the Summary Prospectuses and the web site hosting of such Summary Prospectuses will comply with the requirements of Rule 498 applicable to the Fund and its Portfolios. The Fund further represents and warrants that it has appropriate policies and procedures in place in accordance with Rule 498(e)(4) to ensure that such web site continuously complies with Rule 498. |
| 4. | The Fund and the Distributor each agrees that the URL indicated on each Summary Prospectus will lead Contract owners directly to the web page used for hosting Summary Prospectuses and that such web page will host the current Fund documents required to be posted in compliance with Rule 498. The Fund shall immediately notify the Company of any unexpected interruptions in availability of this web page. The Fund agrees that the web landing page used for hosting Summary Prospectuses will contain Summary Prospectuses only for the Fund or its affiliated funds. |
| 5. | The Fund and the Distributor represent and warrant that they will be responsible for compliance with the provisions of Rule 498(f)(i) involving Contract owner requests for additional Fund documents made directly to the Fund or the Distributor, or one of their affiliates. The Fund and the Distributor further represent and warrant that any information obtained about Contract owners pursuant to this provision will be used solely for the purposes of responding to requests for additional Fund documents. |
| 6. | The Company represents and warrants that it will respond to requests for additional Fund documents made by Contract owners directly to the Company or one of its affiliates. |
| 7. | The Company represents and warrants that any bundling of Summary Prospectuses and Statutory Prospectuses will be done in compliance with Rule 498. |
| 8. | At the Companys request, the Adviser and the Fund will provide the Company with URLs to the current Fund documents for use with Companys electronic delivery of Fund documents or on the Companys website. The Adviser and the Fund will be responsible for ensuring the integrity of the URLs and for maintaining the Funds current documents on the site to which such URLs originally navigate to. |
| 9. | If the Fund determines that it will end its use of the Summary Prospectus delivery option, the Fund will provide the Company with at least 60 days advance notice of its intent so that the Company can arrange to deliver a Statutory Prospectus in place of a Summary Prospectus. In order to comply with Rule 498(e)(1), the Fund shall continue to maintain its website in compliance with the requirements of this Agreement and Rule 498 for a minimum of 90 days after the termination of any such notice period. |
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| 10. | The parties agree that all other provisions of the Participation Agreement, including the Indemnification provisions, will apply to the terms of this Schedule C as applicable. |
| 11. | The parties agree that the Company is not required to distribute Summary Prospectuses to its Contract owners, but rather use of the Summary Prospectus will be at the discretion of the Company. The Company agrees that it will give the Distributor and the Fund sufficient notice of its intended use of the Summary Prospectuses or the Statutory Prospectuses. |
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FORM OF PARTICIPATION AGREEMENT
Among
SYMETRA LIFE INSURANCE COMPANY
VIRTUS VARIABLE INSURANCE TRUST
and
VP DISTRIBUTORS, LLC
THIS AGREEMENT, effective as of the [ ] day of [ ] 2013, by and among Symetra Life Insurance Company (the Company), a Washington life insurance company, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each account hereinafter referred to as the Account), VIRTUS VARIABLE INSURANCE TRUST (the Fund), a Delaware statutory trust, and VP DISTRIBUTORS, LLC (the Distributor), a Delaware limited liability company.
WHEREAS, the Fund engages in business as an open-end management investment company and is available to act as the investment vehicle for separate accounts established for variable life insurance and variable annuity contracts (the Variable Insurance Products) to be offered by insurance companies which have entered into participation agreements with the Fund and Distributor (Participating Insurance Companies);
WHEREAS, the shares of beneficial interest of the Fund are divided into several separate series of shares, each representing the interest in a particular managed portfolio of securities and other assets (each, a Portfolio);
WHEREAS, the Fund may rely on an order ( The Phoenix Edge Series Fund, et al. , Investment Company Act Rel. Nos. 25687 (Jul. 26, 2002) (Notice) and 25703 (Aug. 20, 2002)(Order)) from the Securities and Exchange Commission (the SEC) which, among other relief, grants Participating Insurance Companies and variable annuity and variable life insurance separate accounts exemptions from the provisions of Sections 9(a), 13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended, (the 1940 Act) and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, if and to the extent necessary to permit shares of the Fund to be sold to and held by variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated life insurance companies (the Mixed and Shared Funding Exemptive Order);
WHEREAS, the Fund is registered as an open-end management investment company under the 1940 Act and shares of the Portfolios are registered under the Securities Act of 1933, as amended (the 1933 Act);
WHEREAS, Virtus Investment Advisers, Inc. (the Adviser), which serves as investment adviser to the Fund and each Portfolio, is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended;
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WHEREAS, the Company has issued or will issue certain variable life insurance and/or variable annuity contracts supported wholly or partially by the Account (the Contracts) and has registered or will register such Contracts under the 1933 Act if required, and said Contracts are listed in Schedule A hereto, as it may be amended from time to time by mutual written agreement;
WHEREAS, the Company has registered or will register each Account as a unit investment trust under the 1940 Act, if required;
WHEREAS, the Account is duly established and maintained as a segregated asset account, duly established by the Company, on the date shown for such Account on Schedule A hereto, to set aside and invest assets attributable to the aforesaid Contracts;
WHEREAS, the Distributor, which serves as distributor to the Fund, is registered as a broker-dealer with the SEC under the Securities Exchange Act of 1934, as amended (the 1934 Act), and is a member in good standing of the Financial Industry Regulatory Authority (FINRA);
WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company intends to purchase shares in the Portfolios as set forth in Schedule A hereto, as it may be amended from time to time by mutual written agreement (the Designated Portfolios) on behalf of the Account to fund the aforesaid Contracts, and the Distributor is authorized to sell such shares to the Account at their net asset value; and
WHEREAS, this Agreement shall be deemed to create a separate participation agreement on the terms hereof with respect to each Designated Portfolio, as if the parties hereto had executed a separate, identical form of participation agreement with respect to each Designated Portfolio, such that no liability or loss that might apply to one Portfolio hereunder shall affect any other Portfolio;
NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund and the Distributor agree as follows:
ARTICLE I.
SALE OF FUND SHARES
1.1. The Fund has granted to the Distributor exclusive authority to distribute the Funds shares, and has agreed to instruct, and has so instructed, the Distributor to make available to the Company for purchase on behalf of the Account shares of beneficial interest in the Designated Portfolios. Pursuant to such authority and instructions, and subject to Article IX hereof, the Distributor agrees to make available to the Company for purchase on behalf of the Account, shares of those Designated Portfolios, such purchases to be effected at net asset value in accordance with Section 1.3 of this Agreement. Notwithstanding the foregoing, the Board of Trustees of the Fund (the Board) may refused to sell shares of any Designated Portfolio to any person, or suspend or terminate the offering of Fund shares of any Designated Portfolio or class
- 2 -
thereof, or liquidate any Designated Portfolio or class thereof, if such action is required by law or regulatory authorities having jurisdiction or if, in the sole discretion of the Board acting in good faith, such action is deemed necessary or appropriate in the best interests of the shareholders of such Designated Portfolio.
1.2. The Fund shall redeem, at the Companys request, any full or fractional Designated Portfolio shares held by the Company on behalf of the Account, such redemptions to be effected at net asset value in accordance with Section 1.3 of this Agreement. Notwithstanding the foregoing, (i) the Company shall not redeem Fund shares attributable to Contract owners except in the circumstances permitted in Section 1.3 of this Agreement, and (ii) the Fund may delay redemption of Fund shares of any Designated Portfolio to the extent permitted by the 1940 Act, and any rules, regulations or orders thereunder.
1.3. Purchase and Redemption Procedures
(a) The Fund hereby appoints the Company as an agent of the Fund for the sole and limited purpose of receiving purchase and redemption requests on behalf of the Account (but not with respect to any Fund shares that may be held in the general account of the Company) for shares of those Designated Portfolios made available hereunder, based on allocations of amounts to the Account or subaccounts thereof under the Contracts and other transactions relating to the Contracts or the Account. Receipt by the Company, or its designated agent, as such limited agent of the fund of any such request (or relevant transactional information therefor) that is in good order on any day the New York Stock Exchange is open for trading and on which the Fund calculates the net asset value per share of the Designated Portfolios pursuant to the rules of the SEC (a Business Day) prior to the time that the Fund calculates such net asset values per share as described from time to time in the Funds statutory prospectus, as such term is defined in Rule 498 under the 1933 Act (which as of the date of execution of this Agreement is ordinarily as of the close of the New York Stock Exchange, or 4:00 p.m. Eastern Time)(the Valuation Time) shall constitute receipt by the Fund on that same Business Day, provided that the Fund or its designated agent receives notice of such request by 9:00 a.m. Eastern Time on the next following Business Day.
(b) The Company, or its designated agent, shall pay for shares of each Designated Portfolio on the same day that it notifies the Fund of a purchase request for such shares. Payment for purchased Designated Portfolio shares shall be made in federal funds transmitted to the Fund by wire to be received by the Fund by 4:00 p.m. Eastern Time on the Business Day the Fund is notified of the purchase request for Designated Portfolio shares (which request may be net of redemptions of such shares). If federal funds are not received on time, such funds will be invested, and Designated Portfolio shares purchased thereby will be issued, as soon as practicable and the Company shall promptly, upon the Funds request, reimburse the Fund for any charges, costs, fees, interest or other expenses incurred by the Fund in connection with any advances to, or borrowing or overdrafts by, the Fund, or any similar expenses incurred by the Fund, as a result of portfolio transactions effected by the Fund based upon such purchase request. Upon receipt of federal funds so wired, such funds shall cease to be the responsibility of the Company and shall become the responsibility of the Fund.
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(c) Payment for Designated Portfolio shares redeemed by the Account or the Company shall be made in federal funds transmitted by wire to the Company or any other person duly designated by the Company no later than the next Business Day after the Fund is properly notified of the redemption order of such shares (which order may be net of any purchase orders) except that the Fund reserves the right to redeem Designated Portfolio shares in assets other than cash and to delay payment of redemption proceeds to the extent permitted under Section 22(e) of the 1940 Act and the Rule or Rules thereunder, and in accordance with the procedures and policies of the Fund as described in the then current statutory prospectus and/or statement of additional information (SAI). The Fund shall not bear any responsibility whatsoever for the proper disbursement or crediting of redemption proceeds by the Company; the Company alone shall be responsible for such action.
(d) Any purchase or redemption request for Designated Portfolio shares held or to be held in the Companys general account shall be effected at the net asset value per share next determined after the Funds receipt of such request in good order, provided that, in the case of a purchase request, payment for Fund shares so requested is received by the Fund in federal funds prior to close of business on the applicable Business Day for determination of such value, as defined from time to time in the Funds statutory prospectus.
(e) The Company shall not redeem shares of the Designated Portfolios attributable to the Contracts (as opposed to shares of the Designated Portfolios attributable to the Companys assets held in the Account) except (i) as necessary to implement Contract owner initiated or approved transactions, (ii) as required by state and/or federal laws or regulations or judicial or other legal precedent of general application (hereinafter referred to as a Legally Required Redemption), (iii) as permitted by an order of the SEC pursuant to Section 26(c) of the 1940 Act, but only if a substitution of other securities for the shares of the Designated Portfolios is consistent with the terms of the Contracts, or (iv) as otherwise permitted under the terms of the Contracts. Upon request, the Company will promptly furnish to the Fund reasonable assurance that any redemption pursuant to clause (ii) above is a Legally Required Redemption. Furthermore, except in cases where permitted under the terms of the Contracts, the Company shall not prevent Contract owners from allocating payments to a Designated Portfolio that was otherwise available under the Contracts without first giving the Fund 45 days notice of its intention to do so.
The Fund shall use its best efforts to make the net asset value per share for each Designated Portfolio (or class thereof) available to the Company by 7:00 p.m. Eastern Time each Business Day, and in any event, as soon as reasonably practicable after the net asset value per share for such Designated Portfolio or class thereof is calculated, and shall calculate such net asset value in accordance with the Funds statutory prospectus. None of the Fund, any Designated Portfolio, the Distributor, or any of their affiliates shall be liable for any information provided to the Company pursuant to this Agreement which information is based on incorrect information supplied by the Company or any other Participating Insurance Company to the Fund or the Distributor.
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(f) In the event that the parties trades are placed through the National Securities Clearing Corporation (NSCC), the terms of the Networking Agreement between the Company and the Distributor shall govern such trades. To the extent that such Networking Agreement or applicable rules and procedures of the NSCC incorporated therein (collectively, the NSCC Terms), conflict with the terms of this Section 1.3, such NSCC Terms shall prevail.
1.4. The Fund shall furnish notice (by wire or telephone followed by written confirmation) to the Company as soon as reasonably practicable but no later than ex date of any income dividends or capital gain distributions payable on any Designated Portfolio shares. The Company, on its behalf and on behalf of the Account, hereby elects to receive all such dividends and distributions as are payable on any Designated Portfolio shares in the form of additional shares of that Designated Portfolio. The Company reserves the right, on its behalf and on behalf of the Account, to revoke this election and to receive all such dividends and capital gain distributions in cash. The Fund shall notify the Company promptly of the number of Designated Portfolio shares so issued as payment of such dividends and distributions.
1.5. Issuance and transfer of Fund shares shall be by book entry only. The Fund will not issue share certificates to the Company or the Account. Purchase and redemption orders for Fund shares shall be recorded in an appropriate ledger for the Account or the appropriate subaccount of the Account.
1.6. (a) The parties hereto acknowledge that the arrangement contemplated by this Agreement is not exclusive. The Fund may offer and sell shares of its Portfolios to other insurance companies. Similarly, the cash value of the Contracts may be invested in other investment companies.
(b) The Company shall not, without prior notice to the Fund (unless otherwise required by applicable law), take any action to operate the Account as a management investment company under the 1940 Act.
(c) The Company shall not, without prior notice to the Fund (unless otherwise required by applicable law), induce or encourage Contract owners to change or modify the Fund or remove or otherwise change the Funds distributor or investment adviser.
(d) The Company shall provide prior written notice to the Fund if it determines that it will induce or encourage Contract owners to vote on any matter submitted for consideration by the shareholders of the Fund in a manner other than as recommended by the Board of Trustees of the Fund.
1.7. The Company acknowledges that, pursuant to Form 24F-2, the Fund is not required to pay fees to the SEC for registration of its shares under the 1933 Act with respect to its shares issued to an Account that is a unit investment trust that offers interests that are registered under the 1933 Act and on which a registration fee has been or will be paid to the SEC (a Registered Account). The Company agrees to provide the Fund or its agent each year within 60 days of the end of the Funds fiscal year, or when reasonably requested by the Fund, information as to the number of shares purchased by a Registered Account and any other Account the interests of which are not registered under the 1933 Act. The Company acknowledges that the Fund intends to rely on the information so provided.
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ARTICLE II.
REPRESENTATIONS AND WARRANTIES
2.1. The Fund represents and warrants that (i) the Fund is lawfully organized and validly existing under the laws of the State of Delaware, (ii) the Fund is and shall use its best efforts to remain registered under the 1940 Act during the term of this Agreement, (iii) Designated Portfolio shares sold pursuant to this Agreement are registered under the 1933 Act (to the extent required by that Act) and are duly authorized for issuance, (iv) the Fund shall amend the registration statement for the shares of the Designated Portfolios under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of such shares, and (v) the Board has elected for each Designated Portfolio to be taxed as a Regulated Investment Company under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code). The Fund makes no representations or warranties as to whether any aspect of the Designated Portfolios operations, including, but not limited to, investment policies, fees and expenses, complies with the insurance laws and other applicable laws of the various states. The Company agrees promptly to notify the Fund of any investment restrictions imposed by state insurance law applicable to the Fund or a Designated Portfolio. The Fund shall not be responsible, and the Company shall take full responsibility, for determining any jurisdiction in which any qualification or registration of Fund shares or the Fund by the Fund may be required in connection with the sale of the Contracts or the indirect interest of any Contract in any shares of the Fund and shall advise the Fund at such time and in such manner as is necessary to permit the Fund to comply.
2.2. The Distributor represents and warrants that shares of the Designated Portfolios (i) shall be offered and sold in compliance in all material respects with applicable federal securities laws, (ii) are offered and sold only to Participating Insurance Companies and their separate accounts and to persons or plans that communicate to the Fund that they qualify to purchase shares of the Designated Portfolios under Section 817(h) of the Code and the regulations thereunder without impairing the ability of the Account to consider the portfolio investments of the Designated Portfolios as constituting investments of the Account for the purpose of satisfying the diversification requirements of Section 817(h) (Qualified Persons), and (iii) are registered and qualified for sale in accordance with the laws of the various states to the extent required by applicable law.
2.3. Subject to Companys representations and warranties in Sections 2.5 and 2.6, the Fund represents and warrants that it will invest the assets of each Designated Portfolio in such a manner as to assure that the Contracts will be treated as annuity or life insurance contracts, whichever is appropriate, under the Code and the regulations issued thereunder (or any successor provisions). Without limiting the scope of the foregoing, the Fund represents and warrants that each Designated Portfolio has complied and will continue to comply with Section 817(h) of the Code and Treasury Regulation §1.817-5, and any Treasury interpretations thereof, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts, and any amendments or other modifications or successor provisions to such Section or Regulation. The Fund will make every reasonable effort (a) to notify the Company immediately upon having a reasonable basis for believing that a breach of this Section 2.3 has occurred, and (b) in the event of such a breach, to adequately diversify the Designated Portfolio so as to achieve compliance within the grace period afforded by Treasury Regulation §1.817-5.
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2.4. The Fund represents and warrants that each Designated Portfolio is or will be qualified as a Regulated Investment Company under Subchapter M of the Code, that the Fund will make every reasonable effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that the Fund will notify the Company promptly upon having a reasonable basis for believing that a Designated Portfolio has ceased to so qualify or that it might not so qualify in the future.
2.5. The Company represents and warrants that the Contracts (a) are, or prior to issuance will be, registered under the 1933 Act, or (b) are not registered because they are properly exempt from registration under the 1933 Act or will be offered exclusively in transactions that are properly exempt from registration under the 1933 Act. The Company also represents and warrants that it is an insurance company duly organized and in good standing under applicable law, that it has legally and validly established the Account prior to any issuance or sale thereof as a segregated asset account under relevant state insurance laws, and that it (a) has registered or, prior to any issuance or sale of the Contracts, will register the Account as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts, or alternatively (b) has not registered the Account in proper reliance upon an exclusion from registration under the 1940 Act. The Company further represents and warrants that (i) the Contracts will be issued and sold in compliance in all material respects with all applicable federal securities and state securities and insurance laws, (ii) the sale of the Contracts shall comply in all material respects with state insurance and other applicable suitability requirements; (iii) the information provided pursuant to Section 1.7 shall be accurate in all material respects; and (iv) it and the Account are Qualified Persons. The Company shall register and qualify the Contracts or interests therein as securities in accordance with the laws of the various states if and to the extent required by applicable law. If the Fund elects to adopt use of the summary prospectus, as defined in Rule 498 under the 1933 Act, and the Company elects to make use of such summary prospectuses in connection with satisfying prospectus delivery requirements under the 1933 Act, the Company represents and warrants that it shall comply with the requirements of Rule 498 under the 1933 Act and any applicable guidance received from the SEC or from the SEC staff thereunder in connection with the delivery of the Funds summary prospectuses and any other duties assumed by the Company in this Agreement. The Company represents and warrants that it has reasonable policies and procedures in place to ensure that it can appropriately meet its obligations under this Agreement.
2.6. The Company represents and warrants that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity contracts, under applicable provisions of the Code, that it will make every reasonable effort to maintain such treatment, and that it will notify the Fund and the Distributor immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. In addition, the Company represents and warrants that each of its Accounts is a segregated asset account and that interests in the Accounts are offered exclusively through the purchase of or transfer into a variable contract within the meaning of such terms under
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Section 817 of the Code and the regulations thereunder. Company will use every reasonable effort to continue to meet such definitional requirements, and it will notify the Fund and the Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.
2.7. The Distributor represents and warrants that it is a member in good standing of the FINRA and is registered as a broker-dealer with the SEC.
2.8. The Fund and the Distributor represent and warrant that all of their trustees/directors, officers, employees, investment advisers, and other individuals or entities dealing with the money and/or securities of the Fund are and shall continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Fund in an amount not less than the minimum coverage as required currently by Rule 17g-1 of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company.
2.9. The Company represents and warrants that all of its directors, officers, employees, and other individuals/entities employed or controlled by the Company dealing with the money and/or securities of the Account are covered by a blanket fidelity bond or similar coverage for the benefit of the Account, in an amount not less than $5 million. The aforesaid bond includes coverage for larceny and embezzlement and is issued by a reputable bonding company. The Company agrees to hold for the benefit of the Fund and to pay to the Fund any amounts lost from larceny, embezzlement or other events covered by the aforesaid bond to the extent such amounts properly belong to the Fund pursuant to the terms of this Agreement. The Company agrees to make all reasonable efforts to see that this bond or another bond containing these provisions is always in effect, and agrees to notify the Fund and the Distributor in the event that such coverage no longer applies.
2.10. The Company represents and warrants that it shall comply with any applicable privacy and notice provisions of 15 U.S.C. §§ 6801-6827 and any applicable regulations promulgated thereunder (including but not limited to 17 C.F.R. Part 248), and any other applicable federal and state privacy law, as they may be amended from time to time. The Company represents and warrants that it has implemented and shall maintain during the term of this Agreement appropriate security measures for personal information that comply with all applicable law and regulation.
2.11. The Company represents and warrants that it has in place an anti-money laundering program (AML program) that does now and will continue at all times during the term of this Agreement to comply with applicable laws and regulations, including the relevant provisions of the USA PATRIOT Act (Pub. L. No. 107-56 (2001)) and the regulations issued thereunder (the Patriot Act). The Company hereby certifies that it has established and maintains an AML program that includes written policies, procedures and internal controls reasonably designed to identify its Contract owners and has undertaken appropriate due diligence efforts to know its customers in accordance with all applicable anti-money laundering regulations in its jurisdiction including, where applicable, the Patriot Act. The Company further confirms that it will monitor for suspicious activity in accordance with the
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requirements of the Patriot Act. In addition, the Company represents and warrants that it has adopted and implemented policies and procedures reasonably designed to achieve compliance with the applicable requirements administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury. The Company agrees to provide the Distributor with such information as it may reasonably request, including but not limited to the filling out of questionnaires, attestations and other documents, to enable the Distributor to fulfill its obligations under applicable law, and, upon its request, to file a notice pursuant to Section 314 of the Patriot Act and the implementing regulations related thereto to permit the voluntary sharing of information between the parties hereto. Upon filing such a notice, the Company agrees to forward a copy to the Distributor, and further agrees to comply with all requirements under the Patriot Act and implementing regulations concerning the use, disclosure, and security of any information that is shared.
2.12. The Company represents and warrants that (a) the Company has, and will maintain, policies and procedures reasonably designed to monitor and prevent market timing or excessive trading activity by its customers and (b) the Company will provide the Fund or its agent with assurances regarding the compliance of its handling of orders with respect to shares of the Designated Portfolios with the requirements of Rule 22c-1 under the 1940 Act, regulatory interpretations thereof, and the Funds market timing and excessive trading policies upon reasonable request. Additionally, the Company shall comply with the requirements of applicable provisions of the summary prospectus and statutory prospectus (collectively, the Prospectus) and SAI of the Fund, and with applicable federal and state securities laws. Among other things, and without limitation of the foregoing, the Company shall be responsible for reasonably assuring that: (a) only orders to purchase, redeem or exchange Portfolio shares received by the Company or any Indirect Intermediary (as defined below) prior to the Valuation Time shall be submitted directly or indirectly by the Company to the Fund or its transfer agent or other applicable agent for receipt of a price based on the net asset value per share calculated for that day in accordance with Rule 22c-1 under the 1940 Act (orders to purchase, redeem or exchange Portfolio shares received by the Company subsequent to the Valuation Time on any given Business Day or on a day that is not a Business Day shall receive a price based on the applicable net asset value per share next determined by the Fund in accordance with Rule 22c-1 under the 1940 Act); and (b) the Company shall cause to be imposed and/or waived applicable redemption fees, if any, only in accordance with the Portfolios then current Prospectus or SAI and/or as instructed by the Distributor. The Company further agrees to make reasonable efforts to assist the Fund and its service providers (including but not limited to the Distributor) to detect, prevent and report market timing or excessive short-term trading of Portfolio shares. To the extent the Company has actual knowledge of violations of Fund policies (as set forth in the then current Prospectus or SAI) regarding (i) the timing of purchase, redemption or exchange orders and pricing of Portfolio shares, (ii) market timing or excessive short-term trading, or (iii) the imposition of redemption fees, if any, the Company agrees promptly to report such known violations to the Distributor.
2.13. The Fund represents and warrants that its summary prospectuses and the hosting of such documents prepared by the Fund that, pursuant to Rule 498 under the 1933 Act, will be publicly accessible, free of charge, at the website address specified on the cover page or at the beginning of the summary prospectus, and will comply in all material respects with all
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applicable requirements of Rule 498. The Fund and Distributor agree that the website used for hosting the Funds summary prospectuses will lead Contract owners directly to the current Fund documents required to be posted in compliance with Rule 498, and no other content or links will appear on the website.[ Comment : We should talk about the expectations as to the use of summary prospectuses. The Fund does have summary prospectuses available on the Virtus web site, and the address printed on the covers of the summary prospectuses goes to a page on the Virtus web site where only the Funds documents are provided.]
ARTICLE III.
PROSPECTUSES AND PROXY STATEMENTS; VOTING
3.1. Subject to Section 6.1 and the Funds determination to use summary prospectuses, as such term is defined in Rule 498 under the 1933 Act, the Distributor shall provide the Company with as many copies of the Funds current Prospectuses as the Company may reasonably request. The Company shall bear the expenses of printing copies of the Funds Prospectuses: (i) if requested by Contract owners, for the Contracts that will be distributed to existing Contract owners and (ii) that are used in connection with offering the Contracts issued by the Company. If requested by the Company in lieu thereof or if required by applicable law or applicable guidance from the SEC or SEC staff, the Fund shall provide such documentation (including a final copy of the Funds summary and/or statutory prospectus in electronic format at the Funds expense) and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the summary prospectus for the Fund is amended) to have the prospectus for the Contracts and the Funds summary prospectus bound together in one document in accordance with applicable law and regulation, including but not limited to, Rule 498 under the 1933 Act and any applicable guidance from the SEC or SEC staff (such printing to be at the Companys expense). As required by, and in accordance with, Rule 498 and all other applicable laws and guidance from the SEC or SEC staff, the Company represents and warrants that it shall: (1) deliver the Funds summary prospectus, if used, to existing Contract owners and potential investors in a manner that satisfies all applicable legal requirements, and (2) adhere to any applicable binding requirements regarding the summary prospectus.
3.2. The Distributor (or the Fund), at its expense and upon request of the Company, shall provide an electronic copy of the current SAI for the Fund free of charge to the Company for itself and so that the Company can print and deliver the SAI to any owner of a Contract who requests such SAI.
3.3. Within three (3) Business Days of receiving a request for a paper copy or an electronic copy of a Fund statutory and/or summary prospectus, including any supplements, SAI, including any supplements, and most recent annual and semi-annual reports to shareholders under Rule 30e-1 of the 1940 Act (Fund Documents), the Company shall send a paper copy or electronic copy, respectively, of any requested Fund Document to any person requesting such copy at no cost to the Contract owner and by U.S. first class mail or other reasonably prompt means or by email for electronic requests. The Company shall deliver the most current version of the Fund Document that it has received from the Fund pursuant to Section 3.1 above.
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3.4. The Fund shall provide the Company with information regarding the Funds expenses, which information may include a table of fees and related narrative disclosure for use in any prospectus or other descriptive document relating to a Contract. The Company agrees that it will use such information in the form provided. The Company shall provide prior written notice of any proposed modification of such information, which notice will describe in detail the manner in which the Company proposes to modify the information, and agrees that it may not modify such information in any way without the prior consent of the Fund.
3.5. The Fund hereby grants to the Company a non-exclusive, worldwide, royalty-free license for the duration of the Agreement to create a hyperlink from the Companys website to the Funds website. Notwithstanding the foregoing, the Fund shall be and remain solely responsible for ensuring that the statutory prospectuses, the summary prospectuses and other documents for the Designated Portfolios, comply with Rule 498 and any applicable guidance received from the SEC or from the SEC staff thereunder.
3.6. The Fund, at its expense, or at the expense of its designee, shall provide the Company with copies of its proxy material, reports to shareholders, and other communications to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners. The Company shall deliver such documents to Contract owners in accordance with applicable laws.
3.7. The Company shall:
(i) solicit voting instructions from Contract owners eligible to vote on a matter;
(ii) vote the Fund shares in accordance with instructions received from such Contract owners; and
(iii) vote Fund shares of Contract owners eligible to vote for which no instructions have been received in the same proportion as Fund shares of Contract owners eligible to vote on such matter for which instructions have been received,
so long as and to the extent that the SEC continues to interpret the 1940 Act and/or relief and interpretations thereunder to require pass-through voting privileges for variable contract owners or to the extent otherwise required by law.
3.8. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts participating in a Designated Portfolio calculates voting privileges as required by the Mixed and Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may adopt and provide in writing.
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ARTICLE IV.
SALES MATERIAL AND INFORMATION
4.1. The Company shall furnish, or shall cause to be furnished, to the Fund or its designee, each piece of sales literature or other promotional material that the Company or its affiliates develop and in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Distributor is named. No such material shall be used until approved by the Fund or its designee, and the Fund will use its best efforts for it or its designee to review such sales literature or promotional material within ten Business Days after receipt of such material. Any approval on sales literature or other promotional material that the Company develops or uses shall be in effect for one year so long as the content of such sales literature or promotional material remains consistent with the Funds current prospectus. The Company shall furnish to the Fund or its designee any sales material or other promotional material with differing disclosure for approval. In addition, Company may prepare such materials, based on performance information supplied by third party information providers (e.g., Lipper, Morningstar). The Company shall be responsible for any required regulatory filings of sales literature or promotional material it produces. The Fund or its designee reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Fund (or a Designated Portfolio thereof) or the Adviser or the Distributor is named, and no such material shall be used if the Fund or its designee so object.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund, a Designated Portfolio, the Adviser or the Distributor in connection with the sale of the Contracts other than the information or representations contained in the registration statement or applicable Prospectus or applicable SAI for the Fund shares, as such registration statement and Prospectus or SAI may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by the Distributor for use with the public, except with the written permission of the Fund or the Distributor or the designee of either. The Company shall comply with all applicable laws, including Rule 498 under the 1933 Act, when composing, compiling and delivering sales literature or other promotional material. The Fund shall be entitled to review Companys placement of sales materials with the summary prospectus in order to review Companys compliance with applicable laws and regulations.
4.3. The Fund and the Distributor, or their designee, shall furnish, or cause to be furnished, to the Company, each piece of sales literature or other promotional material that it develops and in which the Company, and/or its Account, is named. No such material shall be used until approved by the Company, and the Company will use its best efforts to review such sales literature or promotional material within ten Business Days after receipt of such material. Any approval on sales literature or other promotional material that the Fund and the Distributor, or their designee, develops or uses shall be in effect for one year so long as such disclosure regarding the Company is the same as used in the approved piece. The Fund and Distributor shall furnish to the Company any sales material or other promotional material with differing disclosure for approval. The Distributor shall be responsible for any required regulatory filings of sales material it produces. The Company reserves the right to reasonably object to the continued use of any such sales literature or other promotional material in which the Company and/or its Account is named, and no such material shall be used if the Company so objects.
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4.4. The Fund and the Distributor shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account, or the Contracts other than the information or representations contained in a registration statement, prospectus (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), or SAI for the Contracts, as such registration statement, prospectus, or SAI may be amended or supplemented from time to time, or in published reports for the Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the written permission of the Company.
4.5. Upon request, except as provided under Article III, the Fund will provide to the Company at least one complete copy of all summary and/or statutory prospectuses, reports, proxy statements, applications for exemptions to the extent material to the Company, requests for no-action letters to the extent material to the Company, and all amendments to any of the above, that relate to the Fund or its shares promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Fund shall provide copies of registration statements and SAIs upon request of Company. The Company shall not alter any of such documents provided by the Fund without the prior written consent of the Fund or Distributor.
4.6. Upon request, the Company will provide to the Fund at least one complete copy of all prospectuses (which shall include an offering memorandum, if any, if the Contracts issued by the Company or interests therein are not registered under the 1933 Act), SAIs, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Contracts or the Account and to the extent material to the Fund, Adviser or Distributor, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Fund and the Distributor any complaints received from the Contract owners pertaining to the Fund or the Designated Portfolios.
4.7. For purposes of this Article IV, the phrase sales literature and other promotional materials includes, but is not limited to, any of the following that refer to the Fund or any affiliate of the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications distributed or made generally available with regard to the Fund.
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ARTICLE V.
FEES AND EXPENSES
5.1. Except as otherwise provided herein or in a separate agreement entered into by some or all the parties hereto, no party to this Agreement shall pay any fee or other compensation to any other party to this Agreement. Except as otherwise provided herein, all expenses incident to performance by a party under this Agreement shall be paid by such party.
5.2. The Fund shall see to it that all its shares are registered and authorized for issuance in accordance with applicable federal law and, if and to the extent deemed advisable by the Fund, in accordance with applicable state laws prior to their sale. The Fund shall bear the expenses for the cost of registration and qualification of the Funds shares, preparation and filing of the Funds Prospectuses and registration statement, proxy materials and reports, setting the Prospectuses in type, setting in type and printing the proxy materials and reports to shareholders, the preparation of all statements and notices required by any federal or state law, and all taxes on the issuance or transfer of the Funds shares.
5.3. The Fund shall bear the expenses of distributing the Funds Prospectuses to owners of Contracts issued by the Company and of distributing the Funds proxy materials and reports to such Contract owners.
ARTICLE VI.
POTENTIAL CONFLICTS
6.1. The parties to this Agreement agree that the conditions or undertakings required by the Mixed and Shared Funding Exemptive Order that may be imposed on the Company, the Fund and/or the Distributor by virtue of such order by the SEC, including those relating to material irreconcilable conflicts, apply to the activities contemplated in this Agreement and are incorporated herein by reference as terms of this Agreement at all times that the Company, the Fund and/or the Distributor rely on the relief provided by such order. At all times the conditions and undertaking apply as set forth above, each of the parties agree to comply with such conditions and undertakings to the extent applicable to such party, notwithstanding any provision of this Agreement otherwise to the contrary. The parties hereto agree that each shall assume that it is relying upon the relief provided by the Mixed and Shared Funding Exemptive Order when acting in accordance with this Agreement, unless the Fund or Distributor provides a written notification to each party that the parties are not acting in reliance on the relief provided by such order.
6.2. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the parties to this Agreement shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as
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amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.7 and 3.8 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.
ARTICLE VII.
INDEMNIFICATION
7.1. Indemnification By the Company
(a) The Company agrees to indemnify and hold harmless the Fund, the Adviser and the Distributor and each of its trustees/directors and officers, and each person, if any, who controls the Fund or Distributor within the meaning of Section 15 of the 1933 Act or who is under common control with the Distributor (collectively, the Indemnified Parties for purposes of this Section 7.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including reasonable legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:
(i) arise out of or are based upon any untrue statement or alleged untrue statements of any material fact contained in the registration statement, prospectus (which shall include a written description of a Contract that is not registered under the 1933 Act), or SAI for the Contracts or contained in the Contracts or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund for use in the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or
(ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI, or sales literature or other promotional material of the Fund not supplied by the Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Companys authorization or control, with respect to the sale or distribution of the Contracts or Fund Shares; or
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(iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature or other promotional material of the Fund or any amendment thereof or supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Fund by or on behalf of the Company; or
(iv) arise as a result of any material failure by the Company to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification requirements specified in Section 2.6 of this Agreement); or
(v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company;
as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereof.
(b) The Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Partys willful misfeasance, fraud, bad faith, or gross negligence in the performance of such Indemnified Partys duties or by reason of such Indemnified Partys reckless disregard of its obligations or duties under this Agreement.
(c) The Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Company of any such claim shall not relieve the Company from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against an Indemnified Party, the Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Company to such party of the Companys election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Company will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.
(d) The Indemnified Parties will promptly notify the Company of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the Fund shares or the Contracts or the operation of the Fund.
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7.2. Indemnification by the Distributor
(a) The Distributor agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 7.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:
(i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or SAI or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributor or Fund by or on behalf of the Company for use in the registration statement, prospectus or SAI for the Fund or in sales literature or other promotional material (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or
(ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI or sales literature or other promotional material for the Contracts not supplied by the Distributor or persons under its control) or wrongful conduct of the Fund or Distributor or persons under their control, with respect to the sale or distribution of the Contracts or Fund shares; or
(iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI or sales literature or other promotional material covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Fund or the Distributor; or
(iv) arise as a result of any failure by the Distributor to provide the services and furnish the materials it is required to provide and furnish under the terms of this Agreement; or
(v) arise out of or result from any material breach of any representation and/or warranty made by the Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor;
as limited by and in accordance with the provisions of Sections 7.2(b) and 7.2(c) hereof.
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(b) The Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Partys willful misfeasance, fraud, bad faith, or gross negligence in the performance of such Indemnified Partys duties or by reason of such Indemnified Partys reckless disregard of obligations and duties under this Agreement or to the Company or the Account, whichever is applicable.
(c) The Distributor shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Distributor in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Distributor of any such claim shall not relieve the Distributor from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Party, the Distributor will be entitled to participate, at its own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Distributor to such party of the Distributors election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Distributor will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.
(d) The Company agrees promptly to notify the Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of the Account.
7.3. Indemnification By the Fund
(a) The Fund agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 7.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may be required to pay or may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, expenses, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund and:
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(i) arise as a result of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Section 2.3 and 2.4 of this Agreement); or
(ii) arise out of or result from any material breach of any representation and/or warranty made by the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund;
as limited by and in accordance with the provisions of Sections 7.3(b) and 7.3(c) hereof. The parties acknowledge that the Funds indemnification obligations under this Section 7.3 are subject to applicable law.
(b) The Fund shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Partys willful misfeasance, fraud, bad faith, or gross negligence in the performance of such Indemnified Partys duties or by reason of such Indemnified Partys reckless disregard of obligations and duties under this Agreement or to the Company, the Fund, the Distributor or the Account, whichever is applicable.
(c) The Fund shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Fund in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Fund of any such claim shall not relieve the Fund from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Fund will be entitled to participate, at its own expense, in the defense thereof. The Fund also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Fund to such party of the Funds election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Fund will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.
(d) The Company and the Distributor agree promptly to notify the Fund of the commencement of any litigation or proceeding against it or any of its respective officers or directors in connection with the Agreement, the issuance or sale of the Contracts, the operation of the Account, or the sale or acquisition of shares of the Fund.
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ARTICLE VIII.
APPLICABLE LAW
8.1. This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the State of Delaware.
8.2. This Agreement shall be subject to the provisions of the 1933, 1934 and 1940 Acts, as amended, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the SEC may grant (including, but not limited to, the Mixed and Shared Funding Exemptive Order) and the terms hereof shall be interpreted and construed in accordance therewith. If, in the future, the Mixed and Shared Funding Exemptive Order should no longer be necessary under applicable law, then Article VI shall no longer apply.
ARTICLE IX.
TERMINATION
9.1. This Agreement shall continue in full force and effect until the first to occur of:
(a) termination by any party, for any reason with respect to some or all Designated Portfolios, by six (6) months advance written notice delivered to the other parties; or
(b) termination by the Company by written notice to the Fund and the Distributor based upon the Companys determination that shares of a Portfolio are not reasonably available to meet the requirements of the Contracts, provided, however, that such termination shall apply only to those Portfolios the shares of which are not reasonably available to meet the requirements of the Contracts, and in such event notice of its election to terminate for such cause shall be furnished by the Company promptly; or
(c) termination by the Company by written notice to the Fund and the Distributor in the event any of the Designated Portfolios shares are not registered, issued or sold in accordance with applicable state and/or federal law or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by the Company; or
(d) termination by the Fund or Distributor in the event that formal administrative proceedings are instituted against the Company by FINRA, the SEC, the Insurance Commissioner or like official of any state or any other regulatory body regarding the Companys duties under this Agreement or related to the sale of the Contracts, the operation of any Account, or the purchase of the Funds shares; provided, however, that the Fund or Distributor determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Company to perform its obligations under this Agreement; or
(e) termination by the Company in the event that formal administrative proceedings are instituted against the Fund or Distributor by FINRA, the SEC, or any state securities or insurance department or any other regulatory body; provided, however, that the Company determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Fund or Distributor to perform its obligations under this Agreement; or
- 20 -
(f) termination by the Company by written notice to the Fund and the Distributor with respect to any Designated Portfolio in the event that such Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M or fails to comply with the Section 817(h) diversification requirements specified in Section 2.4 hereof, or if the Company reasonably believes that such Portfolio may fail to so qualify or comply; or
(g) termination by the Fund or Distributor by written notice to the Company in the event that the Contracts fail to meet the qualifications specified in Section 2.6 hereof; or
(h) termination by either the Fund or the Distributor by written notice to the Company, if either one or both of the Fund or the Distributor respectively, shall determine, in their sole judgment exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition, or prospects since the date of this Agreement or is the subject of material adverse publicity; or
(i) termination by the Company by written notice to the Fund and the Distributor, if the Company shall determine, in its sole judgment exercised in good faith, that the Fund, Adviser, or the Distributor has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity; or
(j) termination by the Company upon any substitution of the shares of another investment company or series thereof for shares of a Designated Portfolio of the Fund in accordance with the terms of the Contracts, provided that the Company has given at least 90 days prior written notice to the Fund and Distributor of the date of substitution; or
(k) termination by the Fund if the Board has decided to (i) refuse to sell shares of any Designated Portfolio to the Company and/or any of its Accounts; (ii) suspend or terminate the offering of shares of any Designated Portfolio; or (iii) dissolve, reorganize, liquidate, merge or sell all assets of the Fund or any Designated Portfolio, subject to the provisions of Section 1.1; or
(l) termination by any party in the event that the Funds Board of Trustees determines that a material irreconcilable conflict exists as provided in Article VI.
9.2. (a) Notwithstanding any termination of this Agreement, and except as provided in Section 9.2(b), the Fund and the Distributor shall, at the option of the Company, continue, until the one year anniversary from the date of termination, and from year to year thereafter if deemed appropriate by the Fund and the Distributor, to make available additional shares of the Designated Portfolios pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as Existing Contracts). Specifically, based on instructions from the owners of the Existing Contracts, the Accounts shall be permitted to reallocate investments in the Designated Portfolios of the Fund and redeem investments in the Designated Portfolios, and shall be permitted to invest in the Designated Portfolios in the event that owners of the Existing Contracts make additional premium payments under the Existing Contracts.
- 21 -
The Company agrees, promptly after any termination of this Agreement, to take all steps necessary to redeem the investment of the Accounts in the Designated Portfolios within one year from the date of termination of the Agreement as provided in Article IX. Such steps shall include, but not be limited to, obtaining an order pursuant to Section 26(c) of the 1940 Act to permit the substitution of other securities for the shares of the Designated Portfolios. The Fund may, in its discretion, permit the Accounts to continue to invest in the Designated Portfolios beyond such one year anniversary for an additional year beginning on the first annual anniversary of the date of termination, and from year to year thereafter; provided that the Fund agrees in writing to permit the Accounts to continue to invest in the Designated Portfolios at the beginning of any such year.
(b) In the event (i) the Agreement is terminated pursuant to Sections 9.1(g) or 9.1(l), at the option of the Fund or the Distributor; or (ii) the one year anniversary of the termination of the Agreement is reached or, after waiver as provided in Section 9.2(a), such subsequent anniversary is reached (each of (i) and (ii) referred to as a triggering event and the date of termination as provided in (i) or the date of such anniversary as provided in (ii) referred to as the request date), the parties agree that such triggering event shall be considered as a request for immediate redemption of shares of the Designated Portfolios held by the Accounts, received by the Fund and its agents as of the request date, and the Fund agrees to process such redemption request in accordance with the 1940 Act and the regulations thereunder and the Funds registration statement.
(c) The parties agree that this Section 9.2 shall not apply to any terminations under Article VI and the effect of such Article VI terminations shall be governed by Article VI of this Agreement. The parties further agree that, to the extent that all or a portion of the assets of the Accounts continue to be invested in the Fund or any Designated Portfolio of the Fund, Articles I, II, III, VI, VII and VIII will remain in effect after termination.
9.3. Notwithstanding any termination of this Agreement, each partys obligation under Article VII to indemnify the other parties shall survive.
ARTICLE X.
NOTICES
Any notice shall be sufficiently given when sent by registered or certified mail or overnight delivery service to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party.
|
If to the Fund: |
Virtus Variable Insurance Trust c/o Virtus Investment Partners 100 Pearl Street Hartford, CT 06103 Attention: Counsel |
- 22 -
|
If to the Company: |
Symetra Life Insurance Company Attn: Legal Counsel, SC-11 777 108 th Ave NE, Suite 1200 Bellevue, WA 98004 |
|||
|
If to Distributor: |
VP Distributors, LLC c/o Virtus Investment Partners 100 Pearl Street Hartford, CT 06103 Attention: Counsel |
|||
ARTICLE XI.
MISCELLANEOUS
11.1. All persons dealing with the Fund must look solely to the property of the applicable Designated Portfolio, as appropriate, set forth on Schedule A hereto as though each such Designated Portfolio had separately contracted with the Company and the Distributor for the enforcement of any claims against the Fund. The parties agree that none of the Board, officers, agents or shareholders of the Fund assume any personal liability or responsibility for obligations entered into by or on behalf of the Fund.
11.2. Subject to the requirements of legal process and regulatory authority, each party hereto shall treat as confidential the names and addresses of the owners of the Contracts and all information reasonably identified as confidential in writing by any other party hereto and, except as permitted by this Agreement, shall not disclose, disseminate or utilize such names and addresses and other confidential information without the express written consent of the affected party until such time as such information has come into the public domain.
11.3. The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.
11.4. This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument.
11.5. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby.
11.6. Each party hereto shall cooperate with each other party and all appropriate governmental authorities (including without limitation the SEC, FINRA, and state insurance regulators) and shall permit such authorities reasonable access to its books and records in
- 23 -
connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby. Notwithstanding the generality of the foregoing, each party hereto further agrees to furnish the applicable Insurance Commissioner with any information or reports in connection with services provided under this Agreement which such Commissioner may request in order to ascertain whether the variable insurance contract operations of the Company are being conducted in a manner consistent with the applicable variable insurance contract laws and regulations and any other applicable law or regulations.
11.7. The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies, and obligations, at law or in equity, which the parties hereto are entitled to under state and federal laws.
11.8. This Agreement may be amended only by the mutual written consent of the parties.
11.9. This Agreement or any of the rights and obligations hereunder may not be assigned, as that term is defined by and interpreted under the 1940 Act, by any party without the prior written consent of all parties hereto. The Company shall promptly notify the Fund and the Distributor of any change in control of the Company.
11.10. Upon request, the Company shall furnish, or shall cause to be furnished, to the Fund or its designee copies of the following reports:
(a) the Companys annual statement (prepared under statutory accounting principles) and annual report (prepared under generally accepted accounting principles) filed with any state or federal regulatory body or otherwise made available to the public, as soon as practicable and in any event within 90 days after the end of each fiscal year; and
(b) any registration statement (without exhibits) and financial reports of the Company filed with the Securities and Exchange Commission or any state insurance regulatory, as soon as practicable after the filing thereof.
ARTICLE XII.
RULE 22-2 COMPLIANCE
12.1. The Company agrees to provide promptly to the Distributor, upon written request, the taxpayer identification number (TIN), the Individual/International Taxpayer Identification Number (ITIN), or other government-issued identifier (GII) and the Contract owner number or participant account number, if known, of any or all Contractholder(s) of the account, the name or other identifier of any investment professional(s) associated with the Contractholder(s) or account (if known), and the amount, date and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange of shares held through an account maintained by the Company during the period covered by the request. Unless otherwise specifically requested by the Distributor, the Company shall only be required to provide information relating to Contractholder-Initiated Transfer Purchases or Contractholder-Initiated Transfer Redemptions.
- 24 -
(a) Period Covered by Request. Requests must set forth a specific period, normally not to exceed 90 days from the date of the request, for which transaction information is sought. The Distributor may request transaction information older than 90 days from the date of the request as it deems necessary to investigate compliance with policies established or utilized by the Fund or the Distributor for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by a Portfolio. If requested by the Distributor, the Company will provide the information specified in this Section 12.1 for each trading day.
(b) Form and Timing of Response. The Company agrees to provide, promptly upon request of the Distributor, the requested information specified in this Section 12.1. The Company agrees to use its best efforts to determine promptly whether any specific person about whom it has received the identification and transaction information specified in this Section 12.1 is itself a financial intermediary, as that term is defined in Rule 22c-2 under the 1940 Act (an Indirect Intermediary) and, upon request of the Distributor, promptly either (i) provide (or arrange to have provided) the information set forth in this Section 12.1 for those Contractholders who hold an account with an Indirect Intermediary or (ii) restrict or prohibit the Indirect Intermediary from purchasing shares in nominee name on behalf of other persons. The Company additionally agrees to inform the Distributor whether it plans to perform (i) or (ii) above. Responses required by this paragraph must be communicated in writing and in a format mutually agreed upon by the parties. To the extent practicable, the format for any Contractholder and transaction information provided to the Distributor should be consistent with the NSCC Standardized Data Reporting Format.
(c) Limitations on Use of Information. The Distributor agrees not to use the information received under this Section 12.1 for marketing or any other similar purpose without the prior written consent of the Company; provided, however, that this provision shall not limit the use of publicly available information, information already in the possession of the Distributor, the Fund or their affiliates at the time the information is received pursuant to this Section 12.1 or information which comes into the possession of the Distributor, the Fund or their affiliates from a third party.
(d) Agreement to Restrict Trading. The Company agrees to execute written instructions from the Distributor to restrict or prohibit further purchases or exchanges of Portfolio shares by a Contractholder that has been identified by the Distributor as having engaged in transactions in Portfolio shares (directly or indirectly through the Companys account) that violate policies established or utilized by the Fund or the Distributor for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by a Portfolio. Unless otherwise directed by the Distributor, any such restrictions or prohibitions shall only apply to Contractholder-Initiated Transfer Purchases or Contractholder-Initiated Transfer Redemptions that are effected directly or indirectly through the Company.
- 25 -
(e) Form of Instructions. Instructions must include the TIN, ITIN or GII and the specific individual Contract owner number or participant account number associated with the Contractholder, if known, and the specific restriction(s) to be executed. If the TIN, ITIN, GII or the specific individual Contract owner number or participant account number associated with the Contractholder is not known, the instructions must include an equivalent identifying number of the Contractholder(s) or account(s) or other agreed upon information to which the instruction relates.
(f) Timing of Response. The Company agrees to execute instructions from the Distributor as soon as reasonably practicable, but not later than five (5) business days after receipt of the instructions by the Company.
(g) Confirmation by the Company. The Company must provide written confirmation to the Distributor that the Distributors instructions to restrict or prohibit trading have been executed. The Company agrees to provide confirmation as soon as reasonably practicable, but not later than five (5) business days after the instructions have been executed.
(h) Definitions. For purposes of this Section 12.1, the following terms shall have the following meanings, unless a different meaning is clearly required by the context:
(i) The term Contractholder means the holder of interests in a Contract or a participant in an employee benefit plan with a beneficial interest in a Contract.
(ii) The term Contractholder-Initiated Transfer Purchase means a transaction that is initiated or directed by a Contractholder that results in a transfer of assets within a Contract to a Portfolio, but does not include transactions that are executed: (i) automatically pursuant to a contractual or systematic program or enrollment such as a transfer of assets within a Contract to a Portfolio as a result of dollar cost averaging programs, insurance company approved asset allocation programs, or automatic rebalancing programs; (ii) pursuant to a Contract death benefit; (iii) as a result of a one-time step-up in Contract value pursuant to a Contract death benefit; (iv) as a result of an allocation of assets to a Portfolio through a Contract as a result of payments such as loan repayments, scheduled contributions, retirement plan salary reduction contributions, or planned premium payments to the Contract; or (v) pre-arranged transfers at the conclusion of a required free look period.
(iii) The term Contractholder-Initiated Transfer Redemption means a transaction that is initiated or directed by a Contractholder that results in a transfer of assets within a Contract out of a Portfolio, but does not include transactions that are executed: (i) automatically pursuant to a contractual or systematic program or enrollments such as transfers of assets within a Contract out of a Portfolio as a result of annuity payouts, loans, systematic withdrawal programs, insurance company approved asset allocation programs and automatic rebalancing programs; (ii) as a result of any deduction of charges or fees under a Contract; (iii) within a Contract out of a Portfolio as a result of scheduled withdrawals or surrenders from a Contract; or (iv) as a result of payment of a death benefit from a Contract.
- 26 -
(iv) The term Portfolios shall mean the constituent series of the Fund, but for purposes of this Section 12.1 shall not include Portfolios excepted from the requirements of paragraph (a) of Rule 22c-2 by paragraph (b) of Rule 22c-2.
(v) The term promptly shall mean as soon as practicable but in no event later than five (5) business days from the Companys receipt of the request for information from the Distributor.
(vi) The term written includes electronic writings and facsimile transmissions.
(vii) In addition, for purposes of this Section 12.1, the term purchase does not include the automatic reinvestment of dividends or distributions.
- 27 -
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and on its behalf by its duly authorized representative as of the date first listed above.
SYMETRA LIFE INSURANCE COMPANY
| By its authorized officer | ||
| By: | ||
| Name: | Daniel R. Guilbert | |
| Title: | Executive Vice President | |
| Date: | ||
VIRTUS VARIABLE INSURANCE TRUST
| By its authorized officer | ||
| By: | ||
| Name: | ||
| Title: | ||
| Date: | ||
VP DISTRIBUTORS, LLC
| By its authorized officer | ||
| By: | ||
| Name: | ||
| Title: | ||
| Date: | ||
- 28 -
Schedule A
The term Designated Portfolio of the Fund will include any Portfolio of the Fund (as listed below) as well as any Portfolio of the Fund or any share class of any Portfolio (now existing or hereafter created) created subsequent to the date hereof, in the specified class or classes, if applicable.
Virtus Variable Insurance Trust:
Virtus Capital Growth Series
Virtus Growth & Income Series
Virtus International Series
Virtus Multi-Sector Fixed Income Series
Virtus Premium AlphaSector SM Series
Virtus Real Estate Securities Series
Virtus Small-Cap Growth Series
Virtus Small-Cap Value Series
Virtus Strategic Allocation Series
Segregated Asset Accounts:
Symetra Resource Variable Account B
Symetra Separate Account VL (unregistered)
Contracts:
Symetra True Variable Annuity
Symetra Variable Corporate Owned Life Insurance
- 29 -
|
|
100 Pearl Street
Hartford, CT 06103 |
800.248.7971 | VIRTUS.COM |
April 30, 2013
U. S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
RE: Virtus Variable Insurance Trust (the Trust)
Post Effective Amendment No. 70 to Registration Statement No. 033-05033
Ladies and Gentlemen:
This opinion is furnished in connection with the registration under the Securities Act of 1933, as amended, of shares (the Shares) of the above-referenced Trust. In rendering this opinion, I have examined such documents, records and matters of law as deemed necessary for purposes of this opinion. I have assumed the genuineness of all signatures of all parties, the authenticity of all documents submitted as originals, the correctness of all copies and the correctness of all written or oral statements made to me.
Based upon and subject to the foregoing, it is my opinion that the Shares that will be issued by the Trust when sold will be legally issued, fully paid, and non-assessable.
My opinion is rendered solely in connection with the Registration Statement on Form N-1A under which the Shares will be registered and may not be relied upon for any other purpose without my written consent. I hereby consent to the use of this opinion as an exhibit to such Registration Statement.
Very truly yours,
|
/s/ Kevin J. Carr |
||
| Kevin J. Carr | ||
| Vice President, Chief Legal Officer, Counsel and Secretary | ||
| Virtus Variable Insurance Trust |
Securities distributed by VP Distributors, LLC
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated February 22, 2013, relating to the financial statements and financial highlights which appears in the December 31, 2012 Annual Report to Shareholders of Virtus Variable Insurance Trust, which is also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings Financial Highlights, Non-Public Portfolio Holdings Information, Independent Registered Public Accounting Firm and Financial Statements in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
April 30, 2013
VIRTUS VARIABLE INSURANCE TRUST
MULTI-CLASS PLAN
pursuant to
RULE 18f-3
under the
INVESTMENT COMPANY ACT OF 1940
INTRODUCTION
The Purpose of this Plan is to specify the attributes of the classes of shares offered by Virtus Variable Insurance Trust (the Trust) including the expense allocations, conversion features and exchange features of each class, as required by Rule 18f-3 under the Investment Company Act of 1940, as amended (the 1940 Act). The Trust is comprised of several series (each a Series) offering various classes of shares, all of which are listed on the attached Schedule A. In general, shares of each class will have the same rights and obligations except for one or more expense variables (which will result in different yields, dividends and net asset values for the different classes), certain related voting and other rights, exchange privileges, conversion rights and class designation.
GENERAL FEATURES OF THE CLASSES
Shares of each class of a Series of the Trust shall represent an equal pro rata interest in such Series and, generally, shall have identical voting, dividend, liquidation and other rights, preferences, powers, restrictions, limitations, qualifications, designations and terms and conditions, except that: (a) each class shall have a different designation; (b) each class shall bear any class expenses; (c) each class shall have exclusive voting rights on any matter submitted to shareholders that relates solely to its arrangement and each class shall have separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class; and (d) each class may have different exchange and/or conversion features.
ALLOCATION OF INCOME AND EXPENSES
General
The gross income, realized and unrealized capital gains and losses and expenses (other than Class Expenses, as defined below) of each Series shall be allocated to each class on the basis of its net asset value relative to the net asset value of the Series.
Class Expenses
Expenses attributable to a particular class (Class Expenses) shall be limited to Rule 12b-1 and shareholder servicing fees and such other expenses as designated by the Trusts Treasurer, subject to Board approval and/or ratification. Class Expenses shall be allocated to the class for which they are incurred.
In the event that a particular class expense is no longer reasonably allocable by class or to a particular class, it shall be treated as a Series expense and in the event a Series expense becomes allocable as a Class Expense, it shall be so allocated, subject to compliance with Rule 18f-3 and Board approval or ratification.
The initial determination of expenses that will be allocated as Class Expenses and any subsequent changes thereto as set forth in this Plan shall be reviewed by the Board of Trustees and approved by such Board and by a majority of the Trustees who are not interested persons of the Trust, as defined in the 1940 Act (Independent Trustees).
DESIGNATION OF THE CLASSES AND SPECIFIC FEATURES
The types of classes of each of the Series may include A Shares and I Shares. To the extent that more than one class is offered by a Series, each class of such Series has a different arrangement for shareholder services or distribution or both, as follows:
A SHARES
A Shares are offered at net asset value without the imposition of any sales charge. A Shares of a Series may pay VP Distributors, LLC (the Distributor) Rule 12b-1 fees or shareholder servicing fees of up to 0.25%, (annualized) of the average daily net assets of the Series A Shares, except that any fund of funds may pay a Rule 12b-1 fee for that portion of the assets not invested in an underlying fund which charges a 12b-1 fee. Rule 12b-1 fees may be used for, but are not limited to, payment of compensation, including incentive compensation to securities dealers and financial institutions and organizations to obtain various distribution related and/or shareholder services for the investors in the A Shares; payment of compensation to and expenses of personnel of the Distributor who support the distribution of the A Shares; expenses related to the cost of financing or providing such financing from the Distributors or an affiliates resources in connection with the Distributors payment of such distribution expenses and the payment of other direct distribution costs such as the cost of sales literature, advertising and prospectuses. Shareholder services include, but are not limited to, transmitting prospectuses, statements of additional information, shareholder reports, proxy statements and other materials to shareholders; providing educational materials; providing facilities to answer questions about the Series; receiving and answering correspondence; assisting shareholders in completing application forms and selecting dividend and other account options and providing such other information and services as the Distributor or Series may reasonably request. Fees paid under a shareholder services plan not adopted pursuant to Rule 12b-1 may only be used for shareholder service activities. A Shares do not have a conversion feature.
I SHARES
I Shares of a Series are offered at net asset value without the imposition of any sales charge, Rule 12b-1 or shareholder servicing fees. I Shares do not have a conversion feature.
VOTING RIGHTS
Each class shall have exclusive voting rights on any matter submitted to shareholders that relates solely to its arrangement. Each class shall have separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class.
EXCHANGE PRIVILEGES
Shareholders of a class may exchange their shares for shares of another Series in accordance with Section 11(a) of the 1940 Act, the rules thereunder and the requirements of the applicable prospectuses as follows: Each class of shares of a Series may be exchanged for the corresponding class of shares of another Series. Shareholders of one class of shares of a Series may exchange such shares for shares of another class in the same Series having lower fixed expenses, at the relative net asset values of the respective shares to be exchanged and with no sales charge, provided that: (a) the shares to be acquired in the exchange are, as may be necessary, qualified for sale in the shareholders state of residence; and (b) such exchange is permitted by the disclosure documents of the Series.
BOARD REVIEW
The Board of Trustees shall review this Plan as frequently as it deems necessary. Prior to any material amendments(s) to this Plan, the Trusts Board including a majority of the Independent Trustees (including any proposed amendments to the method of allocating class and/or Series expenses), must find that the Plan is in the best interests of each class of shares of the Trust individually and the Trust as a whole. In considering whether to approve any proposed amendment(s) to the Plan, the Board of Trustees of the Trust shall request and evaluate such information as they consider reasonably necessary to evaluate the proposed amendment(s) to the Plan.
Adopted: February 15, 2013
SCHEDULE A
(as of February 15, 2013)
|
A
Shares |
I
Shares |
|||
|
Virtus Capital Growth Series |
X | |||
|
Virtus Growth & Income Series |
X | |||
|
Virtus International Series |
X | X | ||
|
Virtus Multi-Sector Fixed Income Series |
X | X | ||
|
Virtus Premium AlphaSector TM Series |
X | X | ||
|
Virtus Real Estate Securities Series |
X | X | ||
|
Virtus Small-Cap Growth Series |
X | X | ||
|
Virtus Small-Cap Value Series |
X | |||
|
Virtus Strategic Allocation Series |
X |
CODE OF ETHICS
VIRTUS MUTUAL FUNDS
VIRTUS VARIABLE INSURANCE TRUST
VIRTUS TOTAL RETURN FUND
VIRTUS GLOBAL MULTI-SECTOR FUND
ZWEIG FUND, INC.
ZWEIG TOTAL RETURN FUND, INC.
PURSUANT TO RULE 17j-1
OF THE 1940 ACT
Amended and Restated 2/2012
| 1. | Introduction |
This Code of Ethics (the Code) has been adopted individually by the above listed registered investment companies, referred to herein (individually) as the Fund or Funds. This Code shall be administered by the respective Funds Chief Compliance Officer or their delegate. Each Fund may attach to this Code a schedule describing any unique provisions that the respective Fund may make to provide additional requirements or to modify requirements set forth by this Code. This Code does not amend or supercede any other Code(s) of Ethics that may affect the duties and obligations of any person affected hereby. This Code applies to all Access Persons of each Virtus Investment Partners, Inc. advisory and broker-dealer subsidiary in their management and administration of the Funds. VP Distributors, LLC, a registered broker/dealer, is a related subsidiary which currently provides services to the Funds and acts as the principal underwriter of the Funds. Access Persons of non-affiliated investment advisers and subadvisers to the funds are governed by separate codes. Each subsidiary may impose further limitations of personal trading subject to notifying the Chief Legal Officer and the Chief Compliance Officer of the applicable fund. Any additional limitations are specified in the Advisers Code.
Notwithstanding the above, the prohibitions in Section 3 below are imposed by Rule 17j-1, and apply to all Affiliated persons of the Funds and their investment advisers and subadvisers, whether or not they are governed by this Code of Ethics.
| 2. | Standard of Business Conduct |
A. Statement of Ethical Principles
Each Fund and Adviser holds its Access Persons to a high standard of integrity and business practices. In serving their respective shareholders and clients, each Fund and Adviser strives to avoid conflicts of interest or the appearance of conflicts of interest in connection with the personal trading activities of its Access Persons and the Funds securities transactions.
The Funds acknowledge their confidence in the integrity and good faith of all of their employees, officers, trustees, and directors. Each Fund and/or Adviser recognizes that the knowledge of present or future portfolio transactions or the power to influence portfolio transactions, if held by such individuals, could place them in a position where their personal interests might conflict with the interests of the Fund, if they were to trade in securities eligible for investment by the Fund.
In view of the foregoing and of the provisions of Rule 17j-1 under the Investment Company Act of 1940, as amended (the 1940 Act), each Fund and Adviser has determined to adopt this Code of Ethics to specify and prohibit certain types of transactions deemed to create conflicts of interest (or at least the potential for or the appearance of such a conflict) and to establish reporting requirements and enforcement procedures.
The Funds cannot foresee all possible situations, therefore, the Funds ultimately rely upon the integrity and judgement of their personnel and the Advisers, in addition to requirements set forth by this Code. This Code presents a framework against which all Access Persons should seek to measure their conduct.
When Access Persons covered by the terms of this Code of Ethics engage in personal securities transactions, they must adhere to the following general principles as well as to the Codes specific provisions:
| (a) | At all times, the interests of Fund shareholders must be paramount; |
| (b) | Personal transactions must be conducted consistent with this Code of Ethics in a manner that avoids any actual or potential conflict of interest; |
| (c) | No inappropriate advantage should be taken of any position of trust and responsibility; |
| (d) | Non-public information regarding security holdings in any Fund must remain confidential; |
| (e) | Compliance with all applicable federal securities laws must be maintained; and |
| (f) | Access Persons are required to adhere to the standards of business conduct in the Virtus Code of Conduct. |
| B. | Unlawful Actions |
It is unlawful for any Affiliated person of any Fund or any of its Advisers, in connection with the purchase or sale, directly or indirectly, by the person of a Security Held or to be Acquired by any Fund:
| (a) | to employ any device, scheme or artifice to defraud any Fund; |
| (b) | to make any untrue statement of a material fact to any Fund or omit to state a material fact necessary in order to make the statements made to any Fund, in light of the circumstances under which they are made, not misleading; |
| (c) | to engage in any act, practice or course of business that operates or would operate as a fraud or deceit on any Fund; or to engage in any manipulative practice with respect to any Fund. |
| (d) | to divulge or act upon any material, non-public information, as such term is defined under relevant securities laws. |
| 3. | Definitions |
| A. | Access Person: pursuant to Rule 17j-1 of the Investment Company Act of 1940, means any Advisory Person of a Fund or of a Funds investment adviser. All of an Advisers directors, officers, and general partners are presumed to be Access Persons of any Fund advised by the investment adviser. All of the Funds directors, officers, and general partners are presumed to be Access Persons of the Fund. |
| B. | In addition, Access Persons include any director, officer or general partner of VP Distributors, the principal underwriter of the Funds, who, in the ordinary course of business, makes, participates in or obtains information regarding the purchase or sale of Covered Securities by the Fund for which VP Distributors acts as distributor or principal underwriter, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to the Fund regarding the purchase or sale of Covered Securities. |
| C. | Advisory Person of a Fund or of a Funds investment adviser means: |
| (a) | Any director, officer, general partner or employee of the Fund or investment advisor (or of any company in a control relationship to the Fund or investment adviser) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding, the purchase or sale of Covered Securities by a Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and |
| (b) | Any natural person in a control relationship to the Fund or investment adviser who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of Covered Securities by the Fund. |
| (c) | Any Investment Personnel. |
| D. | Affiliated Open-End Mutual Fund means any open-end mutual fund to which the Firm or its control affiliate(s) serve as the investment adviser or principal underwriter. Currently, this means all open-end (non-exchange traded) Virtus Mutual Funds. See also the definition of Unaffiliated Open-End Mutual Fund in Section XX below. |
| E. | Affiliated person of an issuer is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such issuer. |
| F. | Being considered for Purchase or Sale means a security for which a recommendation to purchase or sell has been made and communicated; and with respect to the Advisory Person making the recommendation, when such person seriously considers making such a recommendation. |
| G. | Beneficial Ownership shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) in determining whether a person is the beneficial owner of a security for purposes of Section 16 of the Securities Exchange Act of 1934 (the Exchange Act) and the rules and regulations there under. Generally, Beneficial Ownership means having or sharing, directly or indirectly through any contract, arrangement, understanding, relationship, or otherwise, a direct or indirect pecuniary interest in the security. For the purposes hereof, |
| (a) | Pecuniary interest means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the security. |
| (b) | Indirect pecuniary interest includes, but is not limited to: |
(i) securities held by members of the persons immediate family (this means any child, child-in-law, stepchild, grandchild, parent, parent-in-law, stepparent, grandparent, spouse, partner, sibling, or sibling-in-law and includes adoptive relationships) sharing the same household (which ownership interest may be rebutted);
(ii) a general partners proportionate interest in portfolio securities held by a general or limited partnership;
(iii) a persons right to dividends that is separated or separable from the underlying securities (otherwise, a right to dividends alone will not constitute a pecuniary interest in securities);
(iv) a persons interest in securities held by a trust;
(v) a persons right to acquire securities through the exercise or conversion of any derivative security, whether or not presently exercisable; and
(vi) a performance-related fee, other than an asset based fee, received by any broker, dealer, bank, insurance company, investment company, investment manager, trustee, or person or entity performing a similar function, with certain exceptions (see Rule 16a-1(a)(2) of the Exchange Act).
| H. | Chief Compliance Officer or CCO refers to the person appointed by the Boards of the funds pursuant to the provisions of Rule 38a-1. Such person is identified on Schedule A hereto. |
| I. |
Compliance Officer may refer to the Funds designated Compliance Officer or an Advisers Compliance Officer or any person designated
|
| J. | Control shall have the same meaning as that set forth in Section 2(a)(9) of the 1940 Act. |
| K. | Covered Security means a security as defined in Section 2(a)(36) of the Act, except securities that are direct obligations of the Government of the United States, bankers acceptances, bank certificates of deposit, commercial paper, high quality short-term debt instruments, including repurchase agreements and shares of traditional , unaffiliated registered open-end investment companies. Reportable Securities are further defined under section U. below. |
| L. | Disinterested Trustee means a Trustee of a Fund who is not an interested person of the Fund within the meaning of Section 2(a)(19) of the 1940 Act. |
| M. | Immediate Family Member shall have the following meaning: With respect to personal securities reporting requirements, terms such as Employee, Personal Brokerage Account, and Access Person are defined to include any Access Persons spouse or domestic partner who share their household and any relative by blood, adoption or marriage living the Access Persons household. This definition includes children (including financially dependent children away at school), stepchildren, grandchildren, parents, stepparents, grandparents, siblings and parents, children, or siblings-in-law. |
| N. | Initial Public Offering or IPO means an offering of securities registered under the Securities Act of 1933, as amended, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. |
| O. | Investment Personnel shall mean: |
| (a) | any employee of the Fund or Adviser (or of any company in a control relationship to the Fund or Adviser) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the Fund; and |
| (b) | any natural person who controls the Fund or an Adviser and who obtains information concerning recommendations made to the Fund regarding the purchase or sale of securities by the Fund. Investment Personnel includes any Portfolio Manager or other investment person, such as an analyst or trader, who provides information and advice to a Portfolio Manager or assists in the execution of the investment decisions. |
| P. | Limited Offering or Private Placement means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) thereof, or pursuant to Rule 504, Rule 505, or Rule 506 there under. |
| Q. | Managed Portfolio shall mean those Funds, individually and collectively, for which the Portfolio Manager makes buy and sell decisions. For those Funds operating as series companies, Managed Portfolio shall include only the series for which the Portfolio Manager serves as the Portfolio Manager. |
| R. | Personal Brokerage Account refers to any account (including, without limitation, a custody account, safekeeping account, and an account maintained by an entity that may act in a brokerage or a principal capacity) in which securities may be traded or custodied, and in which an Access Person has any Beneficial Ownership, and any such account of an Immediate Family member, through which an Access Person may hold or acquire Reportable Securities, even though the account currently holds only non-Reportable Securities (such as unaffiliated open-end mutual funds). To the extent that the Virtus 401(k) plan and potentially 401(k) plans of an Access Persons prior employ(s) or 401(k) plans of Immediate Family Members have the capacity to invest in Affiliated Open-end Mutual Funds and/or other Reportable Securities, such accounts are considered Personal Brokerage Accounts. Furthermore, Individual Retirement Accounts (IRAs) that are constructed within a brokerage account capable of transacting in Reportable Securities are also considered Personal Brokerage Accounts. |
The meaning of Personal Brokerage Account does not include the following: Open-end mutual funds held directly with the sponsor in an account that is not capable of transacting in Reportable Securities; 401(k) accounts that may only hold non-affiliated open-end mutual funds; other accounts that cannot transact in Reportable Securities as determined by the Compliance Department; and direct purchase accounts such as DRIP plans.
| S. | Portfolio Manager means the person or portfolio management team entrusted to make or participate in the making of the buy and sell decisions for a Fund, or series thereof; as disclosed in the Fund(s) prospectus. |
| T. | Purchase or sale of a Reportable Security includes, among other things, the writing of an option to purchase or sell a security or the purchase or sale of a security that is exchangeable for or convertible into a security. |
| U. | Reportable Security shall have the meaning set forth in Section 2(a)(36) of the 1940 Act and includes common stocks, preferred stocks, stock options (put, call and straddle), debt securities, privilege on any security or an any group or index of securities (including any interest therein or based on the value thereof) and derivative instruments. ETFs, UIT ETFs, closed end funds, other well-known stock indices vehicles, such as the Standard & Poors Composite Stock Indices (such as but not limited to SPDR S&P 500, SPDR S&P MidCap 400, iShares, etc.); affiliated open-end mutual funds and municipal securities. The meaning of Reportable Security shall not include transactions and holdings in direct obligations of the Government of the United States; money market instruments; bankers acceptances; bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments; shares of money market funds; transactions and holdings in shares of non-affiliated open-end mutual funds; and transactions in units of a unit investment trust if the unit investment trust is invested exclusively in unaffiliated open-end mutual funds. Note: This exception extends only to open end funds registered in the U.S.; therefore, transactions and holdings in offshore funds ARE reportable. |
| V. | Security Held or to be Acquired by a Fund means: |
| (i) | any Covered Security which, within the most recent 15 days: |
| (A) | is or has been held by the Fund; or |
| (B) | is being or has been considered by the Fund or any of its investment advisers for purchase by the Fund; and |
| (ii) | any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security described in paragraph (p)(i) of this Section. |
A security is being considered for purchase or sale when a recommendation to purchase or sell a security has been made and communicated and, with respect to the Investment Personnel making the recommendation, when such person seriously considers making such a recommendation.
| W. | Unaffiliated Open-End Mutual Fund means any open-end mutual fund not falling within the definition of Affiliated Open-End Mutual Fund defined in Section X above, i.e. any open end mutual fund to which the Form or its control affiliate(s) do not serve as the investment adviser or principal underwriter for the fund. Currently, this means all open-end (non-exchange traded) mutual funds except for the Virtus Mutual Funds. |
4. Disclosure of Personal Brokerage Accounts
All Access Persons must disclose their Personal Brokerage Accounts to their respective Compliance Department. It is each Access Persons responsibility to notify their respective Compliance Department of all Personal Brokerage Accounts and to direct the broker to provide their Compliance Department with Brokerage transaction confirmations and account statements (and verify that it has been done). Access Persons cannot assume that the broker-dealer will automatically arrange for this information to be set up and forwarded correctly. Access Persons do not need to disclose the existence of their Virtus-Fidelity 401(k) account, however, any other Virtus Fidelity account holding securities, options or restricted stock of Virtus must be disclosed. 401(k) plans of an Access Persons prior employer(s) or 401(k) plans of Immediate Family Members must be disclosed if such accounts have the capacity to invest in Affiliated Open-End Mutual Funds and/or other Reportable Securities.
| 5. | Prohibited Activities for Access Persons |
| A. | Initial Public Offering (IPO) Rule : No Access Person may directly or indirectly acquire beneficial ownership in any securities in an Initial Public Offering (including IPOs offered through the Internet), except with the prior written approval of the Advisers Compliance Officer. No FINRA registered person may participate in an IPO pursuant to FINRA Rule 5130. |
| B. | Limited Offering/Private Placement Rule : No Access Person may directly or indirectly acquire beneficial ownership in any securities in a Limited Offering or Private Placement except with the prior written approval of the Advisers Compliance Officer. |
| C. | Preclearance Rule : No Advisory Person may directly or indirectly acquire or dispose of beneficial ownership in a Reportable Security unless such transaction has been precleared by the Compliance Department. Preclearance is valid through the next business day to the close of the U.S. Market following the approval. An order not executed within that time must be resubmitted for pre-clearance approval. Access Persons must wait for approval before placing the other with their broker. |
Exceptions: The following Reportable Securities Transactions do not require pre-clearance:
| (a) | Purchases or sales of up to and including 500 shares per month of Reportable Securities of an issuer ranked in the Standard & Poors 500 Composite Stock Index (S&P 500) at the time of the transaction. An S&P 500 constituent list is updated quarterly and available on the Virtus intranet website. A copy is also available for review in the Compliance Department. The Compliance Department monitors deminimis trading for patterns of abuse. If a pattern of abuse is determined to have occurred, the Compliance Department reserves the right to suspend or cancel the ability of an Advisory Person to conduct deminimis transactions. |
| (b) | Affiliated open-end mutual funds. (However such funds are subject to Quarterly Transaction and Annual Holdings reporting requirements.) |
| (c) | Purchases or sales which are non-volitional on the part of either the Advisory Person or the Fund. |
| (d) | Purchase orders of Reportable Securities sent directly to the issuer via mail (other than in connection with a Private Placement or Limited Offering) or sales of such securities that are redeemed directly by the issuer via mail. |
| (e) | Purchases of shares of Reportable Securities necessary to establish an automatic investment or dividend reinvestment plan, as well as any subsequent purchases and sales pursuant to any such plan. |
| (f) | Purchases or sales effected in any account over which the Advisory Person has no direct or indirect influence or control in the reasonable estimation of the Advisers Compliance Officer. This exemption will also apply to personal brokerage accounts for which a third party (e.g. broker or financial adviser) makes all investment decisions on behalf of the Advisory Person. The discretionary arrangement must be documented to the Chief Compliance Officer or designated Compliance Officer. |
| (g) | Purchases or sales of Reportable Securities not eligible for purchase or sale by the Fund(s). |
| (h) | Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired. |
| (i) | Purchase or sale of securities issued under an employee stock purchase or incentive program unless otherwise restricted. |
Each Advisers Compliance Officer may deny approval of any transaction requiring preclearance under this Preclearance Rule, even if the transaction is nominally permitted under this Code of Ethics, if he or she reasonable believes that denying preclearance is necessary for the protection of a Fund.
| D. | Open Order Rule: No Advisory Person may directly or indirectly acquire or dispose of Beneficial Ownership in any Reportable Security which requires PreClearance on a day during which a Fund has a pending buy or sell order for that security of the same type (i.e. buy or sell) as the proposed personal trade, until the Funds order is executed or withdrawn. |
| E. | Black-Out Rule : Portfolio Managers and Advisory Persons may not directly or indirectly acquire or dispose of Beneficial Ownership in a Reportable Security within seven calendar days before and after the portfolio(s) associated with the Portfolio Managers and Advisory Persons assigned duties trades in that security. The seven day period is exclusive of the execution date. The Black-Out Rule applies to transactions in securities that are required to be precleared. |
| F. | Holding Period Rule : Advisory Persons must hold all Reportable Securities, including options, for no less than sixty (60) days, whether or not the purchase was an exempt transaction under any other provision of Section 5. A FIFO accounting methodology will be applied for determining compliance with this holding rule. |
| G. | Gifts and Entertainment : Access Persons may not give or receive gifts or entertainment that may be construed to have an influence on business transactions conducted by the Adviser or the Fund(s). Gifts to or from Consultants or Clients must not exceed $100 per person per year. Gifts include any items of value, including sports paraphernalia or equipment, wine or food baskets, gift certificates for shopping, or to a restaurant or spa. Tickets to events are considered gifts if the associate does not attend the event. The $100 limit that applies to gifts does not apply to entertainment. Nonetheless, entertainment must be neither so frequent nor so extensive as to raise any question or impropriety. The CCO or other designated personnel will maintain records of all gifts and all entertainment. All gifts and entertainment received or given must be reported to the Advisors Compliance Department. |
| H. | Service as Director: No Advisory Person shall serve on the board of directors of a publicly traded company without prior authorization by the President or the Chief Compliance Officer of the Fund. If board service is authorized, such Advisory Person shall have no role in making investment decisions with respect to the publicly traded company. |
| I. | Excessive Trading Rule : No Portfolio Manager shall engage in excessive trading or market timing activities with respect to any mutual fund whether or not such mutual fund is a Managed Portfolio, or is managed by such Adviser/Subadviser or any affiliated adviser or subadviser. For the purposes of the foregoing, market timing shall be defined as a purchase and redemption, regardless of size, in and out of the same mutual fund within any sixty (60) day period. The foregoing restrictions shall not apply to Portfolio Managers investing in mutual funds through asset allocation programs, automatic reinvestment programs, and any other non-volitional investment vehicles. |
| 6. | Reporting and Compliance Procedures |
| A. | The Code of Ethics, and any amendments thereto, shall be provided to every Access Person. Access Persons will provide written acknowledgement of receipt. |
| B. | Duplicate Trade Confirmations and Personal Brokerage Account Statements: All Access Persons (other than Disinterested Trustees) shall direct their brokers to supply, at the same time that they are sent to the Access Person, a copy of the confirmation for each Reportable Securities trade in a Personal Brokerage Account, and a copy, at least quarterly, of an account statement for each Personal Brokerage Account to their respective Compliance Department (an electronic feed from the broker will satisfy these requirements). Access to duplicate confirmations and account statements will be restricted to those persons assigned to perform review functions, and all materials will be kept confidential except as required by law. |
| C. | Quarterly Reports: Access Person s shall report to the Fund the information (specified further below) with respect to transactions in any Reportable Security in which such Access Person has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership in the Reportable Security. |
Access Persons shall not be required to make a report with respect to transactions effected for any account over which that person lacks any direct or indirect influence or control in the reasonable estimation of the Funds CCO.
Every Quarterly report shall be made not later than 15 days after the end of the calendar quarter, and shall include all transactions in Reportable Securities effected during the calendar quarter being reported on. Quarterly Reports shall contain the following information:
| (i) | The date of the transaction, in the Reportable Security, the title and number of shares of equity securities; or the maturity date, principal amount and interest rate of debt securities, of each Reportable Security involved; and, as applicable, the exchange ticker symbol or CUSIP number; |
| (ii) | The type of transaction (i.e., purchase, sale, or any other type of acquisition or disposition); |
| (iii) | The price of the Reportable Security at which the transaction was effected; and |
| (iv) | The name of the broker, dealer or bank with or through whom the transaction was effected; and |
To the extent that the Access Person certified the Compliance Department is receiving duplicate statements of Personal Brokerage Accounts, the above disclosures are considered to have been made for transactions in Reportable Securities occurring in those Personal Brokerage Accounts.
| (v) | With respect to any account established during the quarter in which Securities were held during the quarter for the direct or indirect benefit of the Access Person: |
| (a) | The name of the broker, dealer, or bank with whom the Access Person established the account; and |
| (b) | The date the account was established; |
| (vi) | The Date the report is submitted by the Access Person. |
| D. | Initial and Annual Holdings Reports: Each Access Person shall submit an Initial Holdings and Annual Holdings Report listing all personal Reportable Securities holdings to their designated Compliance Officer, upon commencement of service and annually thereafter (the Initial Holdings Report and the Annual Holdings Report , respectively). The information on the Initial Holdings Report must be current as of a date not more than 45 days prior to the date the individual becomes an access person. An Initial Holdings Report and certification must be submitted to the designated Compliance Officer no later than 10 days after becoming an Access Person. The Annual Holdings Report information shall be as of December 31 of the prior year. Access Persons shall submit the Annual Holdings Report and Certification to the designated Compliance Officer by January 31 of each year. Access Persons s hall include on their Annual Holdings Report any holdings in Affiliated Open-end Mutual Funds, including those held in the Access Persons Virtus-Fidelity 401(k) plan. |
Every Initial Holdings Report and Annual Holdings Report required pursuant to this section shall contain the following information for Reportable Securities:
| (i) | The title and number of shares of equity securities; and/or the maturity date, principal amount and interest rate of debt securities; and, as applicable the exchange ticker symbol or CUSIP number of each Reportable Security in which the Access Person had any direct or indirect beneficial ownership as of the Applicable Date. |
| (ii) | The name of any broker, dealer or bank with whom the Access Person maintained an account in which securities were held for the direct or indirect benefit of the Access Person as of the Applicable Date. |
| (iii) | The date the report is submitted by the Access Person. |
For Initial Holdings Reports and Annual Holdings Reports a certification by the Access Person that he or she has read and understood the Code of Ethics, has complied and shall continue to comply with the requirements of this Code and the Firms Insider Trading Policy and Procedures.
Exceptions to reporting requirements (Quarterly Transactions and Initial and Annual Holdings):
| (i) | Any report of Reportable Securities held in accounts over which the Access Person had no direct or indirect influence or control; |
| (ii) | A Quarterly Transaction Report of Reportable Securities transactions effected pursuant to an automatic investment plan; and |
| (iii) | A Quarterly Transaction Report if it would duplicate information contained in broker trade confirmations or account statements received no later than 30 days after the end of the applicable calendar quarter. |
A Disinterested Trustee of the Fund need not:
| (i) | Submit an initial holdings report or an annual holdings report pursuant to Section 6.D. above. |
| (ii) | Report securities transactions unless the Trustee knew, or, in the ordinary course of fulfilling his or her official duties as a Fund Trustee, should have known, that during the 15-day period immediately before or after the Trustees transaction in a Covered Security, the Fund purchased or sold the Covered Security or the Fund or any of its investment advisers or subadvisers considered purchasing or selling the Covered Security. |
| E. | Any report made under this Section 6 may contain a statement that the report shall not be construed as an admission by the person making such report that he or she has any direct or indirect Beneficial Ownership in the security to which the report relates. |
| 7. | 401(k) Plans and the Requirements of the Code |
| A. | Disclosure of Personal Brokerage Accounts: Access Persons are not required to disclose the existence of their Virtus-Fidelity 401(k) plan, but Access Persons must disclose any other 401(k) account if the account can transact in Affiliated Open-end Mutual Funds and/or other Reportable Securities. |
| B. | Preclearance Rule: Access Persons are not required to preclear transactions in Affiliated Open-end Mutual Funds (e.g., transferring amounts from one fund to another) or contributions in the form of payroll deductions. Access Persons are required to preclear transactions in Reportable Securities that are not exceptions to the Preclearance Rule of Section 5 (e.g., the sale of previous employers stock). |
| C. | Duplicate Trade Confirmations and Personal Brokerage Account Statements: If an Access Person has a 401(k) account from a previous employer that can transact in Affiliated Open-end Mutual Funds and/or other Reportable Securities, the Access Person shall direct her broker to supply, at the same time that they are sent to the Access Person, a copy of the confirmation for each personal Reportable Securities trade and a copy, at least quarterly, of an account statement to her respective Compliance Department for each 401(k) account other than the Virtus-Fidelity 401(k) plan. |
| D. | Quarterly Transactions Reports: For 401(k) accounts other than the Virtus-Fidelity 401(k) plan, Access Persons are required to submit a Quarterly Transaction Report for transactions in Reportable Securities (e.g., Affiliated Open-end Mutual Funds or a previous employers stock). |
| E. | Initial and Annual Holdings Reports: Access Persons are required to report all holdings in Reportable Securities, including holdings in the Virtus-Fidelity 401(k) plan (e.g., Affiliated Open-end Mutual Funds). |
| 8. | Administration of Code of Ethics |
| A. | Each Funds Chief Compliance Officer and its investment advisers and principal underwriters shall furnish to the applicable Funds Board of Trustees annually, and such Board will consider, a written report that: |
| (a) | Summarizes the current procedures under the Code of Ethics; |
| (b) | Describes any issues arising from the Code of Ethics or procedures since the last report to the Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations; and |
| (c) | Certifies that the Fund, Investment Adviser, or principal underwriter, as applicable, has adopted procedures reasonably necessary to prevent Access Persons from violating the Code. |
| B. | The Funds Chief Compliance Officer shall obtain from each investment adviser and the subadviser to the Fund whose Access Persons are governed by its own Code of Ethics, a written report including the information and certification required in (b) and (c) above with respect to that Code. |
| C. | The Board will consider all of these reports. |
| D. | These reports will be available to the Chief Compliance Officer of the Funds. |
| E. | Any Access Person shall immediately report any potential violation of this Code of which he or she becomes aware to the Designated Compliance Officer. |
| F. | An Access Person need not make reports under this Section 6 with respect to transactions effected for any account over which such person does not have any direct or indirect influence or control. |
| G. | Each Advisers Compliance Officer will review all reports and other information submitted under this Section 6. This review will include such comparisons with trading records of the Fund as are necessary or appropriate to determine whether there have been any violations of the Code. |
| H. | Each Advisers Compliance Officer will maintain a list of all Access Persons who are required to make reports under the Code, and shall inform those Access Persons of their reporting obligations. Each Advisers Compliance Officer shall promptly notify any Access Person when any report has not been filed on a timely basis. |
| I. | Please refer to Schedule B for person(s) to contact for preclearance and to file Annual Holdings and Quarterly Personal Securities Transaction reports. |
| 9. | Recordkeeping Requirements: |
Each Fund, investment adviser, and principal underwriter to which this Code of Ethics applies, or to which reports are required to be made by Access Persons, must maintain the following records:
| A. | A copy of each Code of Ethics for the organization that is in effect, or at any time within the past five years was in effect; |
| B. | A record of any Code violation or action taken as a result of the violation that occurred, for at least five years after the end of the fiscal year in which the violation occurred; |
| C. | A copy of each report made by an Access Person as required by this Code, or the information provided in lieu of a report, pursuant to Rule 17j-1 of the Act, for at least five years after the end of the fiscal year in which the report was made; |
| D. | A record of all persons, currently, or within the past five years, who are or were required to make reports pursuant to this Code, or those persons who are or were responsible for reviewing these reports, must be maintained in an easily accessible place; |
| E. | A copy of each report provided to the Fund(s) Board of Trustees must be maintained for at least five years after the end of the fiscal year in which it is made, the first two year in an easily accessible place; and |
| F. | A record of any decision approving the acquisition by investment personnel of IPOs and/or Limited Offerings for at least five years after the end of the fiscal year in which the approval is granted. |
| 10 . | Sanctions |
Upon discovering a violation of this Code, the Board of Trustees of a Fund may impose such sanctions as it deems appropriate, including inter alia, a letter of censure or suspension or termination of employment, or suspension of personal trading privileges for such period as it may deem appropriate. Provided further, the Advisers Compliance Officer shall review and present sanctions levied for non-compliance at each regularly scheduled Board meeting. Please see attached Schedule A of Sanctions that may be levied for violations of this Code.
| 11. | Exceptions |
Each Advisers Compliance Officer, in consultation with the Chief Legal Officer, may grant written exceptions to provisions of the Code based on equitable considerations. The exceptions may be granted to individuals or classes of individuals with respect to particular transactions, classes of transactions or all transactions, and may apply to past as well as future transactions, provided, however, that no exception will be granted where the exceptions would result in a violation of Rule 17j-1. To the extent any such exception relates to an Access Person of a Fund, the exception will be reported to a Funds Board at its next regularly scheduled meeting. Notwithstanding anything herein to the contrary, the Compliance Officer shall promptly report any and all exceptions to the Chief Compliance Officer of the applicable Fund and the Chief Compliance Officer may provide an independent report to the applicable Board regarding his/her assessment of the merits and potential repercussions of granting any such exceptions.
| 12 . | Other Codes of Ethics |
This Code of Ethics does not amend or supersede any other Code(s) of Ethics that may affect the duties and obligations of any person affected hereby.
Schedule A
Chief Compliance Officer of the Funds: Nancy Engberg
Schedule B
Person to contact for preclearance and reporting requirements: Tim Branigan
CERTIFICATION:
By my signature below, I certify that I have received, read, and understood the foregoing policies of the Virtus Funds Code of Ethics, and will comply in all respects with such policies.
| Name | Date | |||
Please print or type name:
|
Initial Holdings Report |
Q Report |
Q Report Affiliated MF
|
Annual Report |
Pre-Clear |
||||
|
All Access Persons |
All Access Persons | Investment Personnel | All Access Persons | Advisory Persons | ||||
|
1st violation written warning 2 nd violation within the same year$50.00 fine payable to the Connecticut Food Bank. 3 rd violation within the same year suspension of trading privileges for 30 days |
1st violation written warning 2 nd violation within the same year$50.00 fine payable to the Connecticut Food Bank 3 rd violation within the same yearsuspension of trading privileges for 30 days |
1st violation written warning 2 nd violation within the same year$50.00 fine payable to the Connecticut Food Bank 3 rd violation within the same year suspension of trading privileges for 30 days |
1st violation written warning |
1 st violation written warning 2 nd violation within the same year$100 fine payable to the Connecticut Food Bank and suspension of trading privileges for 30 days 3 rd violation within the same yearsuspension of trading privileges for 90 days |
||||
|
Pre-Clear IPOs & Limited Offerings |
Blackout |
60-Day Holding Requirement |
Market Timing Prohibition
|
Open Order Rule |
||||
|
Advisory Personnel |
Investment Personnel | Advisory Personnel | Investment Personnel | Investment Personnel | ||||
|
1 st violationReported to Chief Compliance Officer and President of Virtus Investment Partners for determination of appropriate sanctions. 2 nd violationpossible grounds for termination |
1 st violationdisgorgement of profits on the personal trade 2 nd violationReported to Chief Compliance Officer and President of Virtus Investment Partners for determination of appropriate sanctions. 3 rd violationpossible grounds for termination |
1 st violationwritten warning 2 nd violationviolation within the same year$50.00 fine payable to the Connecticut Food Bank. 3 rd violation within the same yearsuspension of trading privileges for 60 days |
1 st violationpossible grounds for termination at determination of Chief Legal Officer and President of Virtus Investment Partners. |
1 st violationReported to Chief Legal Officer and President of Virtus Investment Partners for determination of appropriate sanctions. 2 nd violationpossible grounds for termination |
||||
CODE OF ETHICS
Amended and Restated October 1, 2012
| 1. | Introduction |
This Code of Ethics (the Code) has been adopted individually by the entities listed in Schedule A, referred to herein (individually) as the Firm. This Code is administered by each Firms designated Chief Compliance Officer or their delegate as a separate program. Each Firm may attach to this Code an appendix describing any unique provisions the Firm has made to provide additional requirements or modify requirements set forth by this Code.
| 2. | Standard of Business Conduct |
| A. | Statement of Ethical Principles |
The Firm holds its Supervised Persons to a high standard of integrity and business practices. In serving their respective shareholders and clients, the Firm strives to avoid conflicts of interest or the appearance of conflicts of interest related to the personal trading activities of its Supervised Persons and the securities transactions in any managed account.
The Firm acknowledges its confidence in the integrity and good faith of all of its Supervised Persons. The Firm recognizes that the knowledge of present or future portfolio transactions or the power to influence portfolio transactions, if held by such individuals, could place them in a position where their personal interests might conflict with those of the managed account, if they were to trade in securities eligible for investment by the managed account.
In view of the foregoing and of the provisions of Sections 204-2 and 204A-1 under the Investment Advisers Act of 1940 (Advisers Act), as amended, and Rule 17j-1 of the Investment Company Act, as amended, the Firm has adopted this Code to specify and prohibit certain types of transactions deemed to create conflicts of interest or the potential for or appearance of such a conflict, and to establish reporting requirements and enforcement procedures. Because the Firm cannot foresee all possible situations, the Firm ultimately relies upon the integrity and judgment of its personnel, in addition to requirements set forth by this Code. This Code presents a framework against which all Supervised Persons should seek to measure their conduct. When Supervised Persons covered by this Code engage in personal securities transactions, they must adhere to the following general principles and the Codes specific provisions:
| a) | At all times, the interests of the Firm and its Clients must be paramount; |
| b) | Personal transactions must be conducted consistent with this Code in a manner that avoids any actual or potential conflict of interest; |
| c) | No inappropriate advantage should be taken of any position of trust and responsibility; |
| d) | Information about the identity of security holdings and financial circumstances of Clients is confidential; |
| e) | Ensure that the investment management and overall business of the Firm complies with the policies of the Firm, Virtus Investment Partners (Virtus) and applicable U.S. federal and state securities laws and regulations; and |
| f) | Supervised Persons are required to adhere to the standards of business conduct in the Virtus Code of Conduct. |
| B. | Unlawful Actions |
It is unlawful for any Supervised Person, in connection with the purchase or sale, directly or indirectly, by them of a security held or to be held by any Client account to:
| a) | Employ any device, scheme or artifice to defraud any Client; |
| b) | Make any untrue statement of a material fact to any Client or omit to state a material fact necessary in order to make the statements made to any Client, in light of the circumstances under which they are made, not misleading; |
| c) | Engage in any act, practice or course of business that operates or would operate as a fraud or deceit on any Client; or to engage in any manipulative practice with respect to any Client; and |
| d) | Divulge or act upon any material, non-public information, as is defined under relevant securities laws. |
| 3. | Definitions |
A. Access Person means all directors, officers, general partners, partners of the Firm and Advisory Persons of Firms Advisers (or other persons occupying a similar status or performing similar functions). In addition, Access Person means all Supervised Persons, who:
| a. | Are involved in making securities recommendations to Clients; or |
| b. | Have access to nonpublic information regarding the following: |
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| (a) | Any Clients purchase or sale of securities, or recommendation to purchase or sell such securities; or |
| (b) | Information regarding the portfolio holdings of any fund the Firm or its control affiliates manage. |
| B. | Advisers Act means the Investment Advisers Act of 1940, as amended. |
| C. | Advisory Person means (i) any Access Person of the Firm or of any company in a control relationship to the Firm, who, in connection with their regular functions or duties, makes, participates in or obtains information regarding the purchase or sale of a security by the Firm for a Client, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (ii) any natural person in a control relationship to the Firm who obtains information concerning recommendations made to the Client with regard to the purchase or sale of a security. |
| D. | Affiliated Officer means (i) any corporate officer or director of the Firm who is not a resident at the Firms business location; and (ii) is subject to the provisions of an affiliates code of ethics for personal trading. |
| E. | Affiliated Open-End Mutual Fund means any open-end mutual fund to which the Firm or its control affiliate(s) serve as the investment adviser or principal underwriter. Currently, this means all open-end (non-exchange traded) Virtus Mutual Funds. See also the definition of Unaffiliated Open-End Mutual Fund in section W. below. |
| F. | Being considered for Purchase or Sale means when a security for which a recommendation to purchase or sell has been made and communicated; and with respect to the Advisory Person making the recommendation, when such person seriously considers making such a recommendation. |
| G. | Beneficial Ownership shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 (the Exchange Act) in determining whether a person is the beneficial owner of a security for purposes of Section 16 of the Exchange Act and the rules and regulations there under. It includes ownership by any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in a security. For purposes hereof, |
| a. | Pecuniary Interest means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the security. |
| b. | Indirect Pecuniary Interest includes, but is not limited to: |
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| (a) | Securities held by Immediate Family Members sharing the same household; |
| (b) | A general partners proportionate interest in portfolio securities held by a general or limited partnership; |
| (c) | A persons right to dividends that is separated or separable from the underlying securities (otherwise, a right to dividends alone will not constitute a pecuniary interest in securities); |
| (d) | A persons interest in securities held by a trust; |
| (e) | A persons right to acquire securities through the exercise or conversion of any derivative security, whether or not presently exercisable; and |
| (f) | A performance-related fee, other than an asset based fee, received by any broker, dealer, bank, insurance company, investment company, investment manager, trustee, or person or entity performing a similar function, with certain exceptions (see Rule 16a-1(a)(2) of the Exchange Act). |
An Access Person is presumed to have Beneficial Ownership in, and so an obligation to report, the securities held by his or her Immediate Family Members. Access Persons should note that the Firms policies and procedures with respect to personal securities transactions also apply to transactions by a spouse, domestic partner, child or other Immediate Family Member residing in the same household. See definition of Immediate Family Member in section M. below.
| H. | Chief Compliance Officer or CCO refers to the person appointed by the Firm pursuant to the provisions of Section 206(4)-7 of the Advisers Act. |
| I. | Client means each and every investment company, or series thereof, or other account managed by the Firm. |
| J. | Control shall have the same meaning as that in Section 2(a) (9) of the Investment Company Act. |
| K. | Covered Associate is a term used in the Firms Pay to Play Policy and Procedures and is incorporated by reference. |
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| L. | Firm means each of the entities listed in Schedule A who have each adopted this Code and administer it under their respective individual compliance programs managed by their designated Chief Compliance Officer or his/her delegate. |
| M. | Immediate Family Member shall have the following meaning: With respect to personal securities reporting requirements, terms such as Employee, Personal Brokerage Account, Supervised Person and Access Person are defined to include any Supervised Persons or Access Persons spouse or domestic partner who share their household and any relative by blood, adoption or marriage living in the Supervised or Access Persons household. This definition includes children (including financially dependent children away at school), stepchildren, grandchildren, parents, stepparents, grandparents, siblings and parents-children-or siblings-in-law. |
| N. | Initial Public Offering or IPO means an offering of securities registered under the Securities Act of 1933 as amended, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. |
| O. | Investment Company Act means the Investment Company Act of 1940, as amended. |
| P. | Managed Fund or Portfolio shall mean those Clients, individually and collectively, for whom the Portfolio Manager makes buy and sell decisions. |
| Q. | Personal Brokerage Account refers to any account (including, without limitation, a custody account, safekeeping account and an account maintained by an entity that may act in a brokerage or a principal capacity) in which securities may be traded or custodied, and in which an Access Person has any Beneficial Ownership, and any such account of an Immediate Family Member. The meaning of Personal Brokerage Account includes accounts in which an Access Person may hold or acquire Reportable Securities, even though the account currently holds only non-Reportable Securities (such as unaffiliated open-end mutual funds). To the extent that the Virtus 401(k) plan and potentially 401(k) plans of an Access Persons prior employer(s) or 401(k) plans of Immediate Family Members have the capacity to invest in Affiliated Open-end Mutual Funds and/or other Reportable Securities, such accounts are considered Personal Brokerage Accounts. Furthermore, Individual Retirement Accounts (i.e.: IRAs) that are constructed within a brokerage account capable of transacting in Reportable Securities are also considered Personal Brokerage Accounts. |
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The meaning of Personal Brokerage Account does not include the following: open-end mutual funds held directly with the sponsor in an account that is not capable of transacting in Reportable Securities; 401(k) accounts that may only hold non-affiliated open-end mutual funds; other accounts that cannot transact in Reportable Securities as determined by the Compliance Department; and direct purchase accounts such as DRIP plans.
| R. | Fund Portfolio Manager or Portfolio Manager is an Advisory Person (or one of the Advisory Persons) entrusted with the day-to-day management of the Funds portfolio. |
| S. | Private Placement or Limited Offering means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) thereof, or pursuant to Rule 504, Rule 505 or Rule 506 there under. |
| T. | Purchase or sale of a Reportable Security includes, among other things, the writing of an option to purchase or sell a security, or the purchase or sale of a security, that is exchangeable for or convertible into, a security that is held or to be acquired for a Client. |
| U. | Reportable Security shall have the meaning set forth in Section 2(a)(36) of the Investment Company Act, and Rule 204A-1 of the Advisers Act as amended, and includes common stocks, preferred stocks, stock options (put, call and straddle), debt securities, privilege on any security or on any group or index of securities (including any interest therein or based on the value thereof) and derivative instruments, ETFs, UIT ETFs, closed-end funds, other well-known stock indices vehicles, such as the Standard & Poors 500 Composite Stock Indices (such as but not limited to SPDR S&P 500, SPDR S&P MidCap 400, iShares, etc.); affiliated open-end mutual funds and municipal securities. |
The meaning of Reportable Security shall not include transactions and holdings in direct obligations of the Government of the United States; money market instruments; bankers acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments; shares of money market funds; transactions and holdings in shares of non-affiliated open-end mutual funds; and transactions in units of a unit investment trust if the unit investment trust is invested exclusively in unaffiliated open-end mutual funds. Note: This exception extends only to open end funds registered in the U.S.; therefore, transactions and holdings in offshore funds ARE reportable .
| V. | Supervised Person means any director, officer, and partner of the Firm (or other person occupying a similar status or performing similar functions); an employee of the Firm; and any other person who provides advice on behalf of the Firm and is subject to the Firms supervision and control. To affect such policies as required by this Code, the Firms CCO shall further classify certain Supervised Persons as an Access Person, or Advisory Person. |
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| W. | Unaffiliated Open-End Mutual Fund means any open-end mutual fund not falling within the definition of Affiliated Open-End Mutual Fund defined in section E. above, i.e., any open-end mutual fund to which the Firm or its control affiliate(s) do not serve as the investment adviser or principal underwriter for the fund. Currently, this means all open-end (non-exchange traded) mutual funds except for the Virtus Mutual Funds. |
| 4. | Disclosure of Personal Brokerage Accounts 1 |
All Access Persons must disclose their Personal Brokerage Accounts to their respective Compliance Department. Each Access Persons responsibility is to notify their respective Compliance Department of all Personal Brokerage Accounts and to direct the broker to provide their Compliance Department with brokerage transaction confirmations and account statements (and verify that it has been done). Access Persons cannot assume that the broker-dealer will automatically arrange for this information to be set up and forwarded correctly. Access Persons do not need to disclose the existence of their Virtus-Fidelity 401(k) account, however any other Virtus Fidelity account holding securities, options or restricted stock of Virtus must be disclosed. 401(k) plans of an Access Persons prior employer(s) or 401(k) plans of Immediate Family Members must be disclosed if such accounts have the capacity to invest in Affiliated Open-end Mutual Funds and/or other Reportable Securities.
| 5. | Prohibited Activities for Access Persons |
| A. | Initial Public Offering (IPO) Rule: No Access Person may directly or indirectly acquire beneficial ownership in any securities in an IPO, without the prior written approval of the CCO. This also applies to IPOs offered through the internet. No FINRA registered person or Portfolio Manager may participate in an IPO pursuant to FINRA Rule 5130. |
| B. | Private Placement / Limited Offering Rule: No Access Person may directly or indirectly acquire beneficial ownership in any securities in a Private Placement or Limited Offering without the prior written approval of the CCO. The approved purchase should be disclosed to the Client if they are considering that issuers securities for purchase or sale. |
| C. | Preclearance Rule: No Access Person may directly or indirectly acquire or dispose of beneficial ownership in a Reportable Security unless the transaction has been pre-cleared by the Compliance Department. Preclearance is valid through the next business day at the close of the U.S. market following the approval. An order not executed within that time must be re-submitted for preclearance approval. Access Persons must wait for approval before placing the order with their broker. |
| 1 | Certain Supervised Persons are subject to the requirements of Section 4. Please see the Appendix following this Code. |
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Exceptions: The following Reportable Securities transactions do not require preclearance:
| a) | Purchases or sales of up to and including 500 shares per month of Reportable Securities in any issuer ranked in the S&P 500 at the time of the transaction. An S&P 500 holding list is updated quarterly and available on the Virtus intranet website. A copy is also available for review in your Firms Compliance Department. The Compliance Department monitors de minimis trading for patterns of abuse. If a pattern of abuse is determined to have occurred, the Compliance Department reserves the right to suspend or cancel the ability of an Access Person to conduct de minimis transactions. |
| b) | Transactions in Affiliated Open-End Mutual Funds. |
| c) | Purchase orders of Reportable Securities sent directly to the issuer via mail (other than in connection with a Private Placement or Limited Offering) or sales of such securities that are redeemed directly by the issuer via mail. |
| d) | Purchases or sales of Reportable Securities effected in any account over which the Access Person has no direct or indirect influence or control in the reasonable estimation of the Firms CCO. This exemption will apply to Personal Brokerage Accounts for which a third party, such as a broker or financial advisor, makes all investment decisions on behalf of the Access Person and the Access Person does not discuss any specific transactions for the account with the third-party manager. |
| e) | Purchases or sales of Reportable Securities (i) not eligible for purchase or sale by the Client; or (ii) specified from time to time by the Firms Directors, subject to rules the Firms Directors shall specify. |
| f) | Purchases of shares of Reportable Securities necessary to establish an automatic investment or dividend reinvestment plan, as well as any subsequent purchases and sales pursuant to any such automatic investment or dividend reinvestment plan. |
| g) | Purchases of Reportable Securities effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent the rights were acquired from the issuer, and sales of such rights so acquired. |
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| h) | Purchases or sales of Reportable Securities issued under an employee stock purchase or incentive program unless otherwise restricted. |
| i) | Non-volitional transactions (such as stock splits, dividends, corporate actions, etc.). |
Note: The foregoing are exceptions to the Preclearance Rule only; other provisions of this Code may apply.
The Firms CCO or other designated compliance personnel may deny approval of any transaction requiring preclearance under this Pre-clearance Rule, even if nominally permitted under the Code, if believed that denial is necessary for the protection of the Client or the Firm.
| D. | Open Order Rule: No Access Person may directly or indirectly acquire or dispose of the Beneficial Ownership in any Reportable Security that requires preclearance (i.e., is not exempt from preclearance) when a Client has a pending buy or sell for that security of the same type until the Clients order is executed or withdrawn. |
| E. | Blackout Rule: Portfolio Managers and Advisory Persons may not directly or indirectly acquire or dispose of Beneficial Ownership in a Reportable Security within seven calendar days before and after the portfolio(s) associated with the Portfolio Managers and Advisory Persons assigned duties trades in that security. The seven-day period is exclusive of the execution date. The Blackout Rule applies to transactions in securities that are required to be precleared. |
| F. | Holding Period Rule: Access Persons must hold all Reportable Securities for no less than sixty (60) days, whether or not the purchase was an exempt transaction under any other provision of Section 5. Generally, a first-in first-out (FIFO) accounting methodology will be applied for determining compliance with this holding rule. |
| G. |
Gifts and Entertainment: Supervised Persons designated by the Firms CCO may not give or receive gifts or payments that may be construed to have an influence on business transactions conducted by the Firm. Gifts to or from Consultants or Clients must not exceed $100 per person per year. Gifts include any items of value, including sports paraphernalia or equipment, wine or food baskets, gift certificates for shopping or to a restaurant or spa. Tickets to events are considered gifts if the associate does not attend the event. The $100 limit that applies to gifts does not apply to entertainment. Nonetheless, entertainment must be neither so frequent nor so extensive as to raise any question of impropriety. The CCO or other designated personnel will |
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| maintain records of all gifts and payments of $100 or more per person and all entertainment. ALL gifts and entertainment received or given must be reported to the Compliance Department. Supervised Persons designated by the Firms CCO are required to submit a log quarterly. |
| H. | Serving on Boards of Directors: No Advisory Person shall serve on the board of directors of a publicly traded company without prior authorization from Virtus Investment Partners Inc. Counsel or the Firms CCO. If authorized, the Advisory Person shall have no role in making investment decisions with respect to the publicly traded company. |
| I. | Excessive Trading Rule: No Portfolio Manager shall engage in excessive trading or market timing activities with respect to any mutual fund regardless of whether or not the mutual fund is managed by that Firm/Sub-advisor or any affiliated adviser/sub-advisor. Market timing is defined as a purchase and redemption, regardless of size, in and out of the same mutual fund within any sixty (60) day period. The foregoing restrictions shall not apply to Portfolio Managers investing in mutual funds through asset allocation programs, automatic reinvestment programs, and any other non-volitional investment vehicles. |
| J. | Material, Non-public Information: No Supervised Person shall divulge or act upon any material, non-public information as defined under relevant securities laws. For more information, refer to the Firms Insider Trading Policy and Procedures . |
| K. | Pay to Play Rule: The SEC has adopted Rule 206(4)-5 of the Advisers Act (the Rule or Pay to Play Rule) as a means to curtail the ability of investment advisers to use political contributions to influence state and municipal government officials responsible for hiring the investment advisers, otherwise known as pay for play practices. Under the Rule, political contributions made by advisers or their personnel or affiliates may result in serious limitations on the advisers ability to receive compensation for the management of certain public funds. It does not prohibit political contributions but does prohibit the adviser from receiving compensation from that government plan. The Rule does not preempt state or local pay to play laws. The Firm and its Covered Associates, as defined in the Firms Pay to Play policy (policy), are prohibited from doing anything indirectly which, if done directly, would violate the Rule. This could include contributions made by Immediate Family Members even though they are not considered Covered Associates. |
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Effective with this Code, if a Covered Associate, as defined in the policy, is entitled to vote for a government official, they may only contribute $350 or less to that official per election. If they are not entitled to vote for a government official, they may only contribute $150 or less to that official per election. Contributions to political parties and PACs are prohibited if they are made as a means to do indirectly what is prohibited if done directly (for example, the contribution is earmarked or known to be provided for the benefit of a particular Official). For this reason, contributions in excess of the de minimus amounts above should not be made to a PAC known to be controlled by, or affiliated with, an Official or to a state or local political party if it is reasonably expected to benefit an Official. Associates are required to report to Compliance all contributions made on a quarterly basis. Please refer to the Firms Pay to Play separate policy.
| 6. | Reporting & Compliance Procedures 2 |
| A. | Duplicate Trade Confirmations and Personal Brokerage Account Statements: All Access Persons shall direct their brokers to supply, at the same time that they are sent to the Access Person, a copy of the confirmation for each personal Reportable Securities trade in a Personal Brokerage Account and a copy, at least quarterly, of an account statement for each Personal Brokerage Account to their respective Compliance Department (an electronic feed from the broker will satisfy these requirements). Access to duplicate confirmations and account statements will be restricted to those persons assigned to perform review functions, and all materials will be kept confidential except as required by law. |
| B. | Quarterly Transactions Reports: Access Persons shall report to the Firm the information (specified further below) with respect to transactions in any Reportable Security in which the Access Person has, or by reason of that transaction acquires, any direct or indirect Beneficial Ownership in the Reportable Security. |
Access Persons shall not be required to make a report with respect to transactions effected for any account over which that person lacks any direct or indirect influence or control in the reasonable estimation of the Firms CCO.
Every Quarterly Transaction Report shall be made no later than 15 days after the end of the calendar quarter and shall include all transactions in Reportable Securities effected during the calendar quarter being reported on. Quarterly Transaction Reports shall contain the following information:
| 2 | Certain Supervised Persons are subject to the requirements of Sections 6A, 6B and 6C. Please see the Appendix following this Code. |
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| (i) | The date of the transaction in the Reportable Security, the title and number of shares of equity securities; or, the maturity date, principal amount and interest rate of debt securities, of each Reportable Security involved; and as applicable, the exchange ticker symbol or cusip number; |
| (ii) | The type of transaction (i.e., purchase, sale, or any other type of acquisition or disposition); |
| (iii) | The price of the Reportable Security at which the transaction was effected; |
| (iv) | The name of the broker, dealer or bank with or through whom the transaction was effected; and |
| (v) | The date the report is submitted. |
To the extent that the Access Person certified that the Compliance Department is receiving duplicate statements of Personal Brokerage Accounts, the above disclosures are considered to have been made for transactions in Reportable Securities occurring in those Personal Brokerage Accounts.
| C. | Initial and Annual Holdings Reports: Each Access Person shall submit an Initial Holdings and Annual Holdings Report listing all personal Reportable Securities holdings to their Firms Compliance Department upon the commencement of service and annually thereafter (the Initial Holdings Report and the Annual Holdings Report , respectively). The information on the Initial Holdings Report must be current as of a date not more than 45 days prior to the date the individual becomes an Access Person. An Initial Holdings Report and certification must be submitted to their Firms Compliance Departments no later than 10 days after becoming an Access Person. The Annual Holdings Report holdings information shall be as of December 31 of the prior year. Access Persons shall submit the Annual Holdings Report and certification to their Firms Compliance Department by January 31 of each year. Access Persons shall include on their Annual Holdings Report any holdings in Affiliated Open-end Mutual Funds including those held in the Access Persons Virtus-Fidelity 401(k) plan. |
Every Initial Holdings Report and Annual Holdings Report required pursuant to this section shall contain the following information for Reportable Securities:
| (i) | The title, type and number of shares of equity securities; and/or the maturity date, principal amount and interest rate of debt securities; and as applicable the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each Reportable Security in which the Access Person has any direct or indirect Beneficial Ownership; |
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| (ii) | The name of any broker, dealer or bank with which the Access Person maintains an account in which any securities are held for the Access Persons direct or indirect Beneficial Ownership; |
| (iii) | The date the Access Person submits the report; and |
| (iv) | For Initial Holdings Reports and Annual Holdings Reports, a certification by the Supervised Person that he or she has read, understood, has complied, and shall continue to comply with the requirements of this Code and the Firms Insider Trading Policy and Procedures. |
Exceptions to reporting requirements (Quarterly Transactions and Initial and Annual Holdings):
| (i) | Any report of Reportable Securities held in accounts over which the Access Person had no direct or indirect influence or control; |
| (ii) | A Quarterly Transaction Report of Reportable Securities transactions effected pursuant to an automatic investment plan; and |
| (iii) | A Quarterly Transaction Report if it would duplicate information contained in broker trade confirmations or account statements received no later than 30 days after the end of the applicable calendar quarter. |
| D. | Any report made under this Section 6 may contain a statement that the report shall not be construed as an admission by the person making such reports that he or she has any direct or indirect Beneficial Ownership in the security to which the report relates. |
| E. | The Firms CCO shall submit an annual report to the Fund Board of Directors/Trustee for any fund advised or sub-advised by the Firm that summarizes the current Code procedures, identifies any violations requiring significant remedial action, and recommends appropriate changes to the Code, if any. |
| F. | Any Supervised Person must promptly report possible violations of the Code to the Firms CCO or other designee (including but not limited to potential conflicts of interest) when they suspect, in good faith, that a violation may have occurred or is reasonably likely to occur. If a matter implicates the Firms CCO or other designee, notice of a violation should be reported to the Virtus Investment Partners Inc. CCO. Failure to do so is in itself a violation of this Code. No retaliation or retribution of any kind will be taken against any Supervised Person who, in good faith, reports a suspected violation of this Code. To the extent possible under the circumstances, all information will be kept confidential. |
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| G. | The Firms Compliance Department will review all reports and other information submitted under Section 6. This review will include comparisons with trading records of Client accounts as are necessary or appropriate in determining whether there have been any violations of the Code. |
| H. | The Firms Compliance Personnel will maintain a list of all Supervised Persons, Access Persons, Advisory Persons, and Portfolio Managers who are required to make reports under the Code, and shall inform such individuals of their reporting obligations and if any requirement of this Code has not been complied with. |
| I. | The Firm shall provide a copy of the Code and any amendments to all Supervised Persons and obtain their written acknowledgement of receipt. |
| 7. | 401(k) Plans and the Requirements of the Code 3 |
| A. | Disclosure of Personal Brokerage Accounts: Access Persons are not required to disclose the existence of their Virtus-Fidelity 401(k) plan, but Access Persons must disclose any other 401(k) account if the account can transact in Affiliated Open-end Mutual Funds and/or other Reportable Securities. |
| B. | Preclearance Rule: Access Persons are not required to preclear transactions in Affiliated Open-end Mutual Funds (e.g., transferring amounts from one fund to another) or contributions in the form of payroll deductions. Access Persons are required to preclear transactions in Reportable Securities that are not exceptions to the Preclearance Rule of Section 5 (e.g., the sale of previous employers stock). |
| C. | Duplicate Trade Confirmations and Personal Brokerage Account Statements: If an Access Person has a 401(k) account from a previous employer that can transact in Affiliated Open-end Mutual Funds and/or other Reportable Securities, the Access Person shall direct her broker to supply, at the same time that they are sent to the Access Person, a copy of the confirmation for each personal Reportable Securities trade and a copy, at least quarterly, of an account statement to the Access Persons Compliance Department for each 401(k) account other than the Virtus-Fidelity 401(k) plan. |
| 3 | Certain Supervised Persons are subject to the requirements of Sections 7A and 7C 7E. Please see the Appendix following this Code. |
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| D. | Quarterly Transactions Reports: If the Compliance Department is not receiving copies of broker trade confirmations or account statements, Access Persons are required to submit a Quarterly Transaction Report for transactions in Reportable Securities (e.g., Affiliated Open-end Mutual Funds or a previous employers stock) for 401(k) accounts other than the Virtus-Fidelity 401(k) plan. |
| E. | Initial and Annual Holdings Reports: Access Persons are required to report all holdings in Reportable Securities, including holdings in the Virtus-Fidelity 401(k) plan (e.g., Affiliated Open-end Mutual Funds). |
| 8. | Recordkeeping Requirements |
| A. | The Firm will maintain in an easily accessible place, the following records: |
| a) | A copy of any Code for the organization that is in effect, or at any time within the past five (5) calendar years was in effect; |
| b) | A record of any Code violation or action taken as a result of the violation that occurred during the current year and the past five (5) calendar years; |
| c) | A record of all written acknowledgments as required by Rule 204A-1 of the Advisers Act for each Supervised Person who is currently, or within the past five (5) calendar years was, a Supervised Person; |
| d) | A copy of each report made by an Access Person during the current year and the past five (5) calendar years as required by Rule 17j-1 of the Investment Company Act and/or Rule 204A-1 of the Advisers Act and Sections 6B and 6C of this Code, including any information provided in lieu of the reports under Section 6B and 6C above; |
| e) | A list of all persons, currently or within the past five (5) calendar years who are or were required to make reports pursuant to Rule 17j-1 of the Investment Company Act and/or Rule 204A-1 of the Advisers Act and Sections 6B and 6C above, or who were responsible for reviewing those reports, together with an appropriate description of their title or employment; |
| f) | A copy of each report made by the Firms CCO pursuant to Section 6E above during the current year and the past five (5) calendar years; |
| g) | A record of any decision made during the current year and the past five (5) calendar years by the Firms CCO, and the reasons supporting each decision, to grant prior approval pursuant to Sections 5A and 5B above for acquisition by an Access Person of securities in an IPO or a Private Placement transaction; |
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| h) | The Virtus Investment Partners Inc. Corporate Compliance Department (or at its direction, another Firm CCO) is responsible for administration of all aspects of this Code with respect to those individuals designated as Affiliated Officers by providing written affirmation that the provisions of this Code were upheld and that these Affiliated Officers were or were not in compliance with the Code and/or providing any required records to the applicable Firm (or other affiliate) CCO. |
| i) | As required by enhanced recordkeeping requirement under Rule 204-2 of the Adviser Act, records related to contributions made by the Firm and its Covered Associates to officials and candidates and of payments to state or local political parties or PACS including the following: |
| 1. | A list of Covered Associates (including names, titles, business and residence addresses) currently or within the past five (5) calendar years. This five-year recordkeeping requirement would not apply to periods prior to March 14, 2011; and |
| 2. | A list of government entities to which the Firm has provided advisory services in the past five (5) calendar years. This five-year recordkeeping requirement would not apply to periods prior to September 13, 2010. |
| 9. | Sanctions |
Upon discovering a violation of this Code, the Parent of the Firm or if applicable the Funds Board of Directors, besides any remedial action already taken by the respective adviser or related entity, may impose sanctions as it deems appropriate (see under separate cover the currently imposed sanctions), including, among other things, a letter of censure or suspension or termination of employment, or suspension of personal trading privileges for such period as it may deem appropriate.
Any profits realized by a Portfolio Manager or Advisory Person on a personal trade in violation of Section 5E (Blackout Rule) must be disgorged. In addition, the Firms CCO may direct any Supervised Person to disgorge any profit realized (or loss avoided) on a personal trade in violation of this Code.
| 10. | Exceptions |
The Firms CCO may grant written exceptions to provisions of the Code based on equitable considerations. The exceptions may be granted to individuals or classes of individuals with respect to particular transactions, classes of transactions or all transactions, and may apply to past as well as future transactions. However, no exception will be granted when it would result in a violation of Section 204-2 of the Advisers Act. Exceptions granted are reported to the Directors of the Firm, as well as the Boards of any managed Fund.
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Appendix
Additional requirements for Euclid Advisors LLC, Newfleet Asset Management, LLC - Hartford, Newfleet Asset Management, LLC - San Francisco, Virtus Alternative Investment Advisers, Inc., Virtus Investment Advisers, Inc., VP Distributors, LLC and Zweig Advisers LLC are as follows:
All Supervised Persons of the above Firms are subject to the same requirements as Access Persons as indicated in Section 4. Disclosure of Personal Brokerage Accounts, Section 6. Reporting & Compliance Requirements (Sections: 6A, 6B, and 6C) and Section 7. 401(k) Accounts and the Requirements of the Code (Sections: 7A and 7C 7E). Specifically the term Access Person(s) as used in those sections is hereby replaced with the term Access Person(s) and Supervised Person(s).
Additional requirements for Kayne Anderson Rudnick Investment Management, LLC (KAR) are as follows:
All KAR employees are considered Access Persons. KAR employees are permitted to buy or sell exchange traded funds (ETFs) without receiving pre-clearance from Compliance. However, all ETF transactions should be included on the quarterly personal trade certifications.
KAR employees follow the policy on gifts and entertainment discussed below. However, any KAR employee who is registered with VP Distributors, LLC will follow the gift and entertainment policy in Section 5 (g) of this Code of Ethics.
A conflict of interest occurs when the personal interests of employees interfere or could potentially interfere with their responsibilities to the firm and its clients. Supervised Persons should not accept inappropriate gifts, favors, entertainment, special accommodations, or other things of material value that could influence their decision-making or make them feel beholden to a person or firm. Supervised Persons should not offer gifts, favors, entertainment, or other things of value that could be viewed as overly generous or aimed at influencing decision-making or making a client feel beholden to the firm or the supervised person.
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Gifts . No Supervised Person may receive any gift, services, or other things of more than a $175.00 value per year from any person or entity that does business with or on behalf of KAR, without pre-approval by the Chief Compliance Officer or Chief Operating Officer. No Supervised Person may give or offer any gift of more than a $175.00 value per year to existing clients, prospective clients, or any entity that does business with or on behalf of the adviser without pre-approval by the Chief Compliance Officer or the Chief Operating Officer. Compliance will maintain a Gift Log of all gifts over $175 given or received from by any KAR employees, which are not broker/dealer related. The Gift Log will include: employee name, type of gift, dollar amount of gift, and sender of the gift. In addition, Compliance will maintain a Gift Log of all gifts over $100 given or received by any broker/dealer. The broker/dealer Gift Log will include: employee name, type of gift, dollar amount of gift, and broker who sent the gift. |
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Cash . No Supervised Person may give or accept cash gifts or cash equivalents to or from a client, prospective client, or any entity that does business with or on behalf of KAR without approval from the Chief Compliance Officer. |
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Entertainment . No Supervised Person may provide or accept extravagant or excessive entertainment to or from a client, prospective client, or any person or entity that does or seeks to do business with or on behalf of KAR. Supervised Persons may provide or accept a business entertainment event, such as dinner or a sporting event. |
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Schedule A
On October 1, 2012, the following entities adopted this Code of Ethics:
Euclid Advisors LLC
Duff & Phelps Investment Management Co.
Kayne Anderson Rudnick Investment Management, LLC
Newfleet Asset Management, LLC - Hartford
Newfleet Asset Management, LLC - San Francisco
Rampart Investment Management Company, LLC
Virtus Alternative Investment Advisers, Inc.
Virtus Investment Advisers, Inc.
VP Distributors, LLC
Zweig Advisers LLC
On October 4, 2012, the following entity adopted this Code of Ethics:
Newfound Investments, LLC / VP Advisers, LLC
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CODE OF ETHICS
Effective as of March 01, 2012
I. INTRODUCTION
This Code of Ethics (the Code) is adopted by:
| (i) | Aberdeen Asset Management Inc. |
(ii) Aberdeen Asset Management Limited
(iii) Aberdeen Asset Management Asia Limited
(iv) Aberdeen Asset Managers Limited
(each hereinafter referred to individually as an Adviser and, together, as the Advisers) in compliance with the requirements of Rule 17j-1 adopted under the Investment Company Act of 1940, as amended (the 1940 Act), and Sections 204A and 206 of the Investment Advisers Act of 1940, as amended (the Advisers Act), and specifically Rules 204A-1 and 204-2 thereunder, to effectuate the purposes and objectives of those provisions.
Additionally, the Federal Securities Laws (as defined below) require investment advisers, funds and others to adopt policies and procedures to identify and prevent the misuse of material, non-public information. Section V of this Code discusses the prohibitions from trading on material non-public information or communicating material, non-public information to others in violation of the Federal Securities Laws.
A. Applicable Provisions of the 1940 Act and Advisers Act
Access Persons (as defined below) may not, in connection with the purchase or sale, directly or indirectly, by such person of a Security Held or to be Acquired (as defined below) by any Client (as defined below) or otherwise directly or indirectly:
| (i) | employ any device, scheme or artifice to defraud any Client (as defined below) or prospective Client; |
| (ii) | make to any Client, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made to the Client, in light of the circumstances in which they are made, not misleading; |
| (iii) | engage in any act, transaction, practice or course of business that operates or would operate as a fraud or deceit upon any Client or prospective Client; |
| (iv) | engage in any act, practice, or course of business which is fraudulent, deceptive or manipulative; |
| (v) | acting as principal for his/her own account, knowingly to sell any security to or purchase any Reportable Security (as defined below) from a Client, or acting as a broker for a person other than such Client, knowingly to effect any sale or purchase of any Reportable Security for the account of such Client, without disclosing to such Client in writing before the completion of such transaction the capacity in which he/she is acting and obtaining the consent of the Client to such transaction; and |
| (vi) | engage in any act, practice, or course of business in violation of any applicable government law, rule or regulation, including but not limited to the Federal Securities Laws. |
Under the Advisers Act the Advisers are required to:
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adopt and enforce Codes of Ethics setting forth standards of conduct for advisory personnel, and to address conflicts arising from personal trading by advisory personnel (Rule 204A-1) |
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establish and enforce policies and procedures reasonably designed to prevent the misuse of material, non-public information by investment advisers (Section 204A) |
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maintain records with respect to the personal securities transactions of Access Persons (as defined below) (Section 204-2) |
This Code is based on the principle that the Directors and officers of the Advisers and any of their Supervised Persons (as defined below) employed by Aberdeen Asset Management PLC or any of its subsidiaries or affiliates (collectively, the Aberdeen Group) owe a fiduciary duty to Clients to conduct their affairs, including their personal securities transactions, in such a manner as to avoid:
| (i) | serving their own personal interests ahead of Clients; |
| (ii) | taking inappropriate advantage of their position within the respective Adviser; and |
| (iii) | any actual or potential conflicts of interest or any abuse of their position of trust and responsibility. |
Supervised Persons are expected to maintain objectivity and avoid undisclosed conflicts of interest. In the performance of their duties and responsibilities for the Advisers, Supervised Persons must not subordinate their judgment to personal gain and advantage, or be unduly influenced by their own interests or by the interests of others. Supervised Persons must avoid participation in any activity or relationship that constitutes a conflict of interest unless that conflict has been completely disclosed to affected parties. A conflict of interest would generally arise if a Supervised Person directly or indirectly participated in any investment, interest, association, activity or relationship that may impair or appear to impair the Supervised Person's objectivity. Any Supervised Person who may be involved in a situation or activity that might be a conflict of interest or give the appearance of a conflict of interest should consider reporting such situation or activity to the Chief Compliance Officer of the respective Adviser.
The Board of Directors of each of the Advisers has adopted this Code.
This Code and any amendments to this Code shall be given to all Supervised Persons of the Advisers. All Supervised Persons will sign an acknowledgement, upon receipt of the Code and any amendments, certifying that they have received, understand and will comply with this Code. Upon request, this Code shall be delivered, without charge, to any Client of the Advisers, as stated in the Advisers ADVs Part II, Schedule F.
II. DEFINITIONS
As used in this Code, the following terms have the following meanings:
| (i) | Access Person includes (a) any director, partner, or officer of an Adviser; (b) any Supervised Person who (1) has access to non-public information regarding any Clients purchase or sale of securities, or non-public information regarding the portfolio holdings of any Client; or (2) is involved in making securities recommendations to Clients or has access to such recommendations that are nonpublic; (c) any employee of an Adviser who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Reportable Securities by a Client, or whose functions relate to the making of any recommendations with respect to such purchases or sales; (d) any natural person in a control relationship to an Adviser who obtains information concerning recommendations made to a Client with regard to the purchase or sale of Reportable Securities of the Client; and (e) any other person who any Advisers CCO determines to be an Access Person. |
For purposes of this document, all Supervised Persons of the Advisers will be considered Access Persons.
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| (ii) | Automatic Investment Plan means any program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation, including, but not limited to, any dividend reinvestment plan (DRIP). |
| (iii) | Beneficial Ownership generally means any interest in a Security for which an Access Person or any member of his or her immediate family sharing the same household can directly or indirectly receive a monetary (pecuniary) benefit. It shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) of the Securities Exchange Act of 1934, as amended (the 1934 Act) in determining whether a person is the beneficial owner of a security for purposes of Section 16 of the 1934 Act and the rules and regulations thereunder, that, generally speaking, encompasses those situations where the beneficial owner has the right to enjoy a direct or indirect economic benefit from the ownership of the security. A person is normally regarded as the beneficial owner of securities held in (a) the name of his or her spouse, domestic partner, minor children, or other relatives living in his or her household; (b) a trust, estate, or other account in which he/ she has a present or future interest in the income, principal or right to obtain title to the securities or (c) the name of another person or entity by reason of any contract, understanding, relationship, agreement or other arrangement whereby he or she obtains benefits substantially equivalent to those of ownership. |
| (iv) | Chief Compliance Officer or CCO means the person appointed by each Adviser designated to be responsible for administering the policies and procedures adopted under the Advisers Act. The CCO may delegate any or all of his or her responsibilities under the Code. In instances when the Code is applied to the CCO, any other executive officer of the appropriate Adviser may act as the designee of the CCO. |
| (v) | Client means any person or entity to which the Advisers provide investment advisory services, including Reportable Funds, unregistered investment companies, and any account, trust or other investment vehicle over which the Aberdeen Group has management discretion. |
| (vi) | Control means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. Any person who owns beneficially, either directly or through one or more controlled companies, more than twenty-five percent (25%) of the voting securities of a company shall be presumed to control such company. Any person who does not so own more than twenty-five percent (25%) of the voting securities of any company shall be presumed not to control such company. A natural person shall be presumed not to be a controlled person. |
| (vii) | Federal Securities Laws means (a) the Securities Act of 1933, as amended (Securities Act); (b) the Securities Exchange Act of 1934, as amended (Exchange Act); (c) the Sarbanes-Oxley Act of 2002; (d) the 1940 Act; (e) the Advisers Act; (f) Title V of the Gramm-Leach-Bliley Act; (g) any rules adopted by the U.S. Securities and Exchange Commission (SEC) under the foregoing statutes; (h) the Bank Secrecy Act, as it applies to funds and investment advisers; and (i) any rules adopted under relevant provisions of the Bank Secrecy Act by the SEC or the Department of the Treasury. |
| (viii) | Initial Public Offering (IPO) means an offering of securities registered under the Securities Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the 1934 Act, or a similar offering of securities in another market. |
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| (ix) | Investment Personnel means (a) any Portfolio Manager of the Aberdeen Group; (b) any employee of the Aberdeen Group (or of any company in a control relationship to a Reportable Fund or the Aberdeen Group) who, in connection with his regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the Aberdeen Group, including securities analysts and traders; or (c) any person employed by the Aberdeen Group who obtains or otherwise has access to information concerning recommendations made to a Client regarding the purchase or sale of securities by any Client. |
| (x) | Limited Offering means an offering that is exempt from registration under the Securities Act pursuant to Section 4(2) or Section 4(6) or Rules 504, 505 or 506 under the Securities Act. Limited offerings are commonly referred to as private placements and include offerings of hedge funds and private funds. |
| (xi) | Portfolio Manager means an employee of the Aberdeen Group entrusted with the direct responsibility and authority to make investment decisions affecting the Client portfolios managed by the Aberdeen Group. |
| (xii) | Purchase or sale of a Security includes, among other things, the writing of an option to purchase or sell a Security. |
| (xiii) | Reportable Fund means: (a) any US registered investment company advised or sub-advised by an Adviser; or (b) any US registered investment company whose investment adviser or principal underwriter controls, is controlled by or is under common control with any Aberdeen Group entity. References to registered investment companies include exchange traded funds. 1 A list of Reportable Funds is maintained by each respective Advisers CCO. |
| (xiv) | Security shall have the meaning set forth in Section 202(a)(18) of the Advisers Act and Section 2(a)(36) of the 1940 Act except as noted in the following paragraph. Further, for purposes of this Code, Security shall include any commodities contracts as defined in Section 2(a)(1)(A) of the Commodity Exchange Act, and shares of exchange traded funds. This definition includes but is not limited to futures contracts on equity indices. |
Reportable Security shall have the same definition as Security above but shall not include direct obligations of the United States national government, bankers acceptances, bank certificates of deposit, high quality short-term debt instruments (maturity of less than 366 days at issuance and rated in one of the two highest rating categories by a Nationally Recognized Statistical Rating Organization), including repurchase agreements, commercial paper and shares of U.S. registered money market funds that limit their investments to the exempted securities enumerated above. Also excluded from the definition are any U.S. registered open-end investment companies ( e . g ., open-end mutual funds, but not exchange traded funds) that are not advised or sub-advised by the Advisers. Shares of exchange traded funds, whether registered as open-end investment companies or unit investment trusts, are deemed to be Reportable Securities. Any question as to whether a particular investment constitutes a Security or a Reportable Security should be referred to the respective Compliance Officer.
| (xv) | Security Held or to be Acquired means (a) any Reportable Security which, within the most recent 7 days, is or has been held by Client, or (b) is being or has been considered for purchase by a Client or an Adviser, or (c) any option to purchase or sell, and any security convertible into or exchangeable for, a Reportable Security. |
| 1 | Exchange traded funds, or ETFs, are registered investment companies that operate pursuant to an order from the SEC exempting the ETF from certain provisions of the 1940 Act so that the ETF may issue securities that trade in a secondary market, and which are redeemable only in large aggregations called creation units. An ETF registers with the SEC under the 1940 Act either as an open-end management investment company or as a unit investment trust. |
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| (xvi) | Supervised Person means (a) any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of an Adviser, or (b) any other person who provides investment advice on behalf of the Adviser and is subject to the supervision and control of the Adviser, such as those persons covered under a Memorandum of Understanding with an Adviser. |
III. PROHIBITED TRANSACTIONS
No Access Person shall engage in any act, transaction, practice or course of conduct, which would violate the provisions of Rule 17j-1 of the 1940 Act or Section 206 of the Advisers Act as described in Section I.A. above.
A. Access Persons
No Access Person shall :
| (i) | purchase or sell, directly or indirectly, any Security in which he/she has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership and which to his/her actual knowledge at the time of such purchase or sale, the same Reportable Security is: |
| (a) | being considered for purchase or sale by any Client; |
| (b) | being purchased or sold by any Client; or |
| (ii) | disclose to other persons the Reportable Securities activities engaged in or contemplated for any Client; |
| (iii) | accept from or offer to the same source any gift valued at $200 (or local equivalent) over an annual period regarding any person or entity that does business with or on behalf of the Aberdeen Group, or accept or give any entertainment from or to any source that an individual has current or prospective business dealings unless such entertainment is business related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety. Entertainment received from the same source in the same year is limited to £500 (or local equivalent). Gifts that are festive in nature, as defined by local offices, may exceed the established threshold if approved by the local Compliance Department in writing prior to being given as they meet the other stated requirements in this section. All Gifts and Entertainment, (except where below the de minimis value determined regionally) must be reported to the Compliance Department. |
Further all Registered Representatives that are dual employees of the Advisers as defined in the Code and Aberdeen Fund Distributors LLC shall not:
accept from or offer to the same source any gift valued in excess of $100 over an annual period regarding any person or entity that does business with or on behalf of the Aberdeen Group, or accept or give any entertainment from or to any source that an individual has current or prospective business dealings unless such entertainment is business related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety. All Gifts and Entertainment, (except where below the de minimis value determined regionally) must be reported to the Compliance Department.
Regardless of the source or value of any gift or favor, any Aberdeen access person and his/her family members must decline any gift offered under circumstances indicating or appearing to indicate that its purpose is to influence the Aberdeen access person in the performance of his or her employment and any gift that might have, or reasonably appear to have, such an effect. Gifts of cash in any amount are prohibited, as well as any gifts which would be viewed as lavish or expensive by a reasonable person, such as the use of a vacation home or trips. Aberdeen access person's must also refuse any gifts of nominal value if they are part of a pattern or practice which when viewed as a whole would be considered lavish or expensive.
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| (iv) | acquire a Beneficial Ownership in any securities in an IPO or a Limited Offering, without having received prior approval from the appropriate fund management desk head or delegate (Fund Management) and Compliance. Compliance will maintain a record of any decision which includes the reasons supporting the decision made, to approve the Access Persons acquisition of an IPO or private placement for at least five years after the end of the fiscal year in which the approval was granted. |
Before granting such approval, Fund Management will carefully evaluate such investment to determine that the investment could create no material conflict between the Access Person and a Client. Fund Management may make such determination by looking at, among other things, the nature of the offering and the particular facts surrounding the purchase. For example, Fund Management may consider approving the transaction if it can be determined that: (a) the investment did not result from directing Client or Aberdeen Group business to the underwriter or issuer of the Security; (b) the Access Person is not misappropriating an opportunity that should have been offered to a Client; and (c) an Investment Person's investment decisions for a Client will not be unduly influenced by his or her personal holdings and investment decisions are based solely on the best interests of a Client.
In addition, no Access Person shall acquire a Beneficial Ownership in any securities issued in a Limited Offering by a private fund advised or sub-advised by any member of the Aberdeen Group without having received prior written approval from the Compliance Department.
Any Access Person authorized to purchase securities in an IPO or Limited Offering shall disclose that investment when they play a part in a Clients subsequent consideration of an investment in that issuer. In such circumstances, a Client's decision to purchase securities of the issuer shall be subject to independent review by Investment Personnel with no personal interest in the issuer.
| (v) | serve on the board of directors of any publicly traded company without prior authorization of the Aberdeen Group Chief Executive. Any such authorization shall be based upon a determination that the board service would be consistent with the interests of the Aberdeen Group and the Clients under their management. Authorization of board service shall be subject to the implementation by the Aberdeen Group of Chinese Wall or other procedures to isolate such Access Persons from making decisions about trading in that company's Securities. |
| (vi) | No employees may profit in the purchase and sale, or sale and purchase, of any Reportable Securities within sixty (60) calendar days. Trades made in violation of this prohibition should be unwound, if possible. Otherwise, any profits realized on such short-term trades shall be subject to disgorgement to the appropriate charity of the Aberdeen Groups choosing. Short dated options are not permissible. Where an Option has been held for a minimum of 60 calendar days and then exercised, any security acquired via such exercise may be sold without regards to the 60 day holding period. Where local jurisdictions requires a longer holding period e.g. Japan, Access Persons in that region must observe the longer holding period. |
| (vii) | undertake personal investment transactions with the same individual employee at a broker-dealer firm with whom business is conducted on behalf of any Client by an Adviser. |
B. Access Persons
In addition to the prohibitions listed above, no Access Person shall acquire or dispose of any Beneficial Ownership in a Reportable Security within seven (7) calendar days before or after any Client trades in that security. Provided that there are no open orders for Clients in these securities, this blackout period does not apply to the following:
| (i) | treasury securities issued by G8 countries (Canada, France, Germany, Italy, Japan, Russia, United Kingdom and United States) |
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| (ii) | shares of stock or a derivative based on a stock of a company listed on the S&P 500 Index or the FTSE 100 Index |
| (iii) | shares of an Exchange Traded Fund or a derivative based on an Exchange Traded Fund that tracks the S&P 500 Index or the FTSE 100 Index |
Any trades made within the prescribed period that do not fall under any of the exceptions detailed above shall be unwound, if possible. Otherwise, any profits realized on these trades may be disgorged to a charity of the Aberdeen Groups choosing at the discretion of the CCO.
C. Rumor Policy
No access person shall originate or circulate in any manner any statement or report regarding any issuer or security that the employee knows or has reasonable grounds to believe is false or misleading and could improperly influence the market price for such security. An access person must promptly report to Compliance any circumstance which reasonably would lead the employee to believe such statement or report might have been originated, circulated or received.
D. Waivers
Notwithstanding any other provision in this Code to the contrary, transactions described in Section III.A and III.B above which appear upon reasonable inquiry and investigation to present no reasonable likelihood of harm to a Client and which are otherwise transacted in accordance with Rule 17j-1 under the 1940 Act and Sections 204A and 206 of the Advisers Act may be permitted within the discretion afforded under the Aberdeen Groups Personal Account Dealing authorization process on a case-by-case basis .
IV. COMPLIANCE PROCEDURES
With respect to the pre-clearance and reporting requirements contained herein, Access Persons shall pre-clear in accordance with the Aberdeen Groups Personal Account Dealing Procedures.
A. Pre-Clearance Procedures
All Access Persons must receive prior approval before engaging in any transaction in Reportable Securities in which the Access Person acquires or disposes of Beneficial Ownership of such Reportable Security that is not otherwise specifically prohibited by this Code. The Access Person should request pre-clearance by completing the appropriate Personal Account Deal Request Form located on the Compliance Forms and Reports Database on Lotus Notes, and sending the form for approval to Fund Management, an officer of the Reportable Fund or Compliance as indicated on the Dealing Request Form prior to trading. A list of persons currently authorized to approve Personal Account Deals is maintained by the Compliance Department and is available on the Compliance Forms and Reports Database.
Any conflicts of interest related to Reportable Securities in which the Access Person is seeking pre-clearance or any Client must be disclosed on the Personal Account Deal Request Form.
In addition, where the Access Person intends to trade in securities issued by a closed-end investment company advised by the Aberdeen Group, a Reportable Fund, or in the shares of Aberdeen Asset Management PLC, the approval of an officer of the closed-end investment company, Reportable Fund or Aberdeen Asset Management PLC, as applicable, must first be obtained.
Pre-clearance approval will expire one business day after the authorization is granted. If the trade instruction is not placed before such pre-clearance expires, the Access Person is required to again obtain pre-clearance for the trade. In addition, if before placing the trade instruction, the Access Person becomes aware of any additional information with respect to a transaction that was pre- cleared, such Access Person shall not proceed further with the trade, without submitting a fresh application for approval.
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Access Persons are not required to pre-clear the following types of transactions:
| (i) | purchases or sales which are non-volitional on the part of the Access Person; |
| (ii) | transactions effected for, and Reportable Securities held in, any account over which the Access Person has no direct or indirect influence or control; |
| (iii) | purchases which are part of an Automatic Investment Plan or DRIP or other regular investment in a selected security or securities subject to pre-clearance of the first purchase under the scheme; |
| (iv) | for those Access Persons residing outside the United States, registered open-end investment vehicles within their respective jurisdictions which are not advised or sub-advised by an Adviser; and |
| (v) | securities acquired by the exercise of rights issued pro rata by an issuer to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired. |
| (vi) | Commodities, Index Futures and Currency Trading (however these securities are still subject to the Code of Ethics reporting requirements). |
B. Excessive Trading
The Aberdeen Group understands that it is appropriate for Access Persons to participate in the public securities markets as part of their overall personal financial planning.
As in other areas, however, this should be done in a way that creates no potential conflicts with the interests of any Client. Further, it is important to recognize that otherwise appropriate trading, if excessive, may compromise the best interests of any Clients if such trading is conducted during work-time or using Client resources . Accordingly, employees and connected parties (any member of his or her immediate family sharing the same household, or any individual where the employee has influence or control over the individuals trading) are generally restricted to a maximum of ten personal trades per calendar month to ensure that personal trading is not excessive. Exceptions to this restriction will be considered in hardship situations and at the discretion of the Chief Compliance Officer. For this review connected party transactions may be viewed separately from employee transactions at the discretion of the CCO.
No Access Person should engage in excessive trading or market timing activities with respect to any mutual funds whether managed by the Aberdeen Group or otherwise.
C. Reporting by Access Persons
Reports submitted pursuant to this Code shall be confidential and shall be provided only to the officers and Directors of the Advisers, their legal advisers/or regulatory authorities upon appropriate request. Notwithstanding the above, reports submitted by an Access Person pursuant to this Code may also be provided to any Reportable Fund to the extent such Access Person is considered an access person of the Reportable Fund for purposes of Rule 17j-1.
All Access Persons must make the following reports:
1. Initial Holdings Reports
No later than 10 days after a person becomes an Access Person, such person must file an Initial Report of Access Persons (Initial Report) with Compliance reflecting the Access Persons holdings as of a date not more than 45 days prior to becoming an Access Person. Such Initial Report must contain the following information:
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| (i) | the title and type of security, and as applicable the exchange ticker symbol or CUSIP number, the number of shares and principal amount of each Reportable Security in which such person has any direct or indirect Beneficial Ownership; |
| (ii) | the name of any broker, dealer or bank with whom the Access Person maintains an account in which any Securities are held for the direct or indirect benefit of the Access Person; and |
| (iii) | the date the Initial Report is submitted. |
In addition to reporting holdings of Reportable Securities, every Access Person shall certify in their Initial Report that:
| (i) | they have received, read and understand the Code and recognize that they are subject thereto; and |
| (ii) | they have no knowledge of the existence of any personal conflict of interest relationship which may involve a Client, such as any economic relationship between their transactions and securities held or to be acquired by a Client. |
2. Quarterly Transaction Reports
All Access Persons are required to report to Compliance all transactions involving a Reportable Security in which the Access Person had, or as a result of the transaction, acquired, any direct or indirect Beneficial Ownership conducted during each calendar quarter within thirty (30) days after the close of the quarter and to provide duplicate statements for all brokerage accounts. This disclosure includes the:
| (i) | date of the transaction, title of the security, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date (if applicable), number of shares, and principal amount of each Reportable Security involved; |
| (ii) | nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition); |
| (iii) | the price of the Reportable Security at which the transaction was effected; |
| (iv) | name of the broker, dealer or bank with or through which the transaction was effected; and |
| (v) | date the report is submitted. |
In addition, with respect to any account established by an Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person, the Access Person must provide on the Quarterly Transaction Report:
| (i) | name of the broker, dealer or bank with whom the Access Person established the account; and |
| (ii) | date the account was established. |
The reporting requirements set out above apply to all transactions in Reportable Securities other than:
| (i) | transactions with respect to Reportable Securities held in accounts over which the Access Person had no direct or indirect influence or control; and |
| (ii) | transactions effected pursuant to an Automatic Investment Plan or DRIP. |
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Access Persons must provide duplicate copies of their contract confirmations for each transaction in Reportable Securities to Compliance in accordance with the Aberdeen Group Procedures for Personal Account Dealing. Duplicate holding/trading statements are to be provided to Compliance at least quarterly, where available, within 30 days after the period end. The Procedures however, recognize that some Access Persons either reside in countries or maintain brokers where such statements are not regularly issued or available, and therefore these individuals are to be exempt from providing quarterly statements within the 30 day time period. In such circumstances, brokerage statements or their equivalent holdings reports must be provided where available.
In the event that an Access Person opens a new account during a quarter, the account is to be noted on their quarterly report and duplicate statements, or the equivalent of such, with respect to such new account, are to be forwarded to Compliance within the 30 day period after the end of the quarter in which the new account is opened, or as appropriate if exempt from the 30 day rule.
3. Annual Holdings Reports
No later than January 31 of each year, every Access Person must submit a report to Compliance which contains the following information:
| (i) | the title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares and principal amount of each Reportable Security or shares in a Reportable Fund in which such person has any direct or indirect Beneficial Ownership as of December 31 of the prior calendar year; |
| (ii) | the name of the broker, dealer or bank with whom such person maintained an account in which any Securities were held for the direct or indirect benefit of such person as of December 31 of the prior calendar year; and |
| (iii) | the date the report is submitted. |
With respect to Aberdeen sponsored retirement plans, to the extent details of reportable holdings are obtained directly from the retirement plan provider, Access Persons need not include such holdings in their Annual Holdings Report if it would duplicate this information.
4. Certification of Compliance with the Code
Compliance shall provide notice to all Access Persons of their status under this Code, and shall deliver a copy of the Code to each Access Person when they become an Access Person and annually thereafter. Additionally, each Access Person will be provided a copy of any amendments to the Code. After reading the Code or any amendment to the Code, each Access Person shall certify to the following in the form provided by Compliance:
| (i) | they have read and understand the Code and recognize that they are subject thereto; |
| (ii) | they have complied and/or will comply with the requirements of the Code; |
| (iii) | they have reported and/or will report all personal securities transactions required to be reported pursuant to the requirements of the Code; |
| (iv) | they have not disclosed and/or will not disclose pending buy or sell orders for a Client except where the disclosure occurred subsequent to the execution or withdrawal of an order; and |
| (v) | they have no knowledge of the existence of any personal conflict of interest relationship which may involve any Client, such as any economic relationship between their transactions and securities held or to be acquired by a Client. |
This Certification of Compliance shall be maintained on the Compliance Forms & Reports Database on Lotus Notes and made available to the respective CCO.
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In the event that an Access Person has any knowledge of a potential or actual violation of the Certification of Compliance, that person should notify the respective CCO in accordance with the procedures set forth below in Section E.
D. Reporting to the Board Of Directors
Each CCO will prepare an annual report relating to the Code of Ethics for the Board of Directors of the applicable Adviser. Such annual report shall:
| (i) | summarize existing procedures concerning personal investing and any changes in the procedures made during the past year; |
| (ii) | identify any violations requiring significant remedial action during the past year and any sanctions imposed; |
| (iii) | identify any recommended changes in the existing restrictions or procedures based upon the Adviser's experience under the Code of Ethics, evolving industry practices or developments in applicable laws or regulations; and |
| (iv) | state the CCOs conclusions regarding whether the Adviser has adopted procedures reasonably necessary to prevent Access Persons from violating the Code. |
The CCO shall promptly report to the applicable Advisers Board of Directors all material violations of the Code and the reporting requirements thereunder, which will include a description of any remedial actions taken to address the reported violations.
E. Reports to Chief Compliance Officer
The Advisers CCOs will provide, a certification to the chief compliance officer (each a Fund CCO) or other designee of each Reportable Fund confirming that, as of the prior quarter end:
| (i) | all documentation required by the Code and Rule 17j-1 as it applies to the Advisers or their Supervised Persons has been collected and is being retained on behalf of the Reportable Fund; |
| (ii) | there have been no material violations to the Code and, if there have been violations to the Code, the violation has been documented and reported to each Fund CCO; and |
| (iii) | the firm has appointed appropriate management or compliance personnel to review transactions and reports filed by Access Persons under the Code, and adopted procedures reasonably necessary to prevent Access Persons from violating the Code. |
On request, the Advisers CCOs will also provide a description of any material issues arising under the Code since the last quarter end, including, but not limited to, information about material violations of the Code and sanctions imposed in response to material violations.
On request, each quarter the respective Advisers CCO will also provide to each Fund CCO or their designee a list of Access Persons who are subject to this Code and the names of the relevant personnel responsible for pre-clearing and reviewing personal securities transactions.
The CCOs will provide such information, including, but not limited to, initial and annual holdings reports and quarterly transaction reports for all Access Persons, pre-clearance reports and approvals for participation in IPOs and Limited Offerings, as is requested by a Fund CCO.
F. Reporting of Illegal or Unethical Behavior
Supervised Persons should promptly report any conduct or actions by a Supervised Person that does not comply with the Federal Securities Laws, other applicable laws, rules or regulations or this Code.
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Any Supervised Person who questions whether a situation, activity or practice is acceptable must immediately report such practice to the CCO of the Adviser. The CCO of the Adviser shall consider the matter and respond to the Supervised Person within a reasonable amount of time. The CCO of the Adviser will contact the Adviser's legal counsel when he/she believes it to be necessary. To the extent possible and as allowed by law, reports made by Supervised Persons under this Section F will be treated as confidential.
G. Sanctions
Upon discovering a violation of this Code, the Board of Directors of any of the Advisers may impose such sanctions as they deem appropriate, including, among other things, verbal or written warnings and censures, monetary sanctions, disgorgement, suspensions or dismissal.
H. Retention of Records
The following records must be maintained by the Advisers in the manner and to the extent set out below. These records must be made available to the SEC or any representative of the SEC at any time and from time to time for reasonable periodic, special or other examination:
| (i) | A copy of the Code that is in effect, or at any time within the past five years was in effect, must be maintained in an easily accessible place; |
| (ii) | A record of any violation of the Code, and of any action taken as a result of the violation, must be maintained in an easily accessible place for at least five years after the end of the fiscal year in which the violation occurs; |
| (iii) | A copy of each report required to be submitted by Access Persons under Sections IV.C.1, IV.C.2, and IV.C.3 of the Code, including any information provided on broker transaction confirmations and account statements, must be maintained for at least five years after the end of the fiscal year in which the report is made or the information is provided, the first two years in an easily accessible place; |
| (iv) | A record of the names of all persons who are currently, or within the past five years were, Access Persons of the Adviser; |
| (v) | A record of all Access Persons, currently or within the past five years, who are or were required to make reports under the Code must be maintained in an easily accessible place; |
| (vi) | A record of all persons, currently or within the past five years, who are or were responsible for reviewing reports of Access Persons must be maintained in an easily accessible place; |
| (vii) | A copy of each Personal Account Deal Request Form (including a record of all approvals to acquire securities in an IPO or Limited Offering, indicating the reasons for such approvals) must be maintained for at least five years after the end of the fiscal year in which the form was submitted or the approval is granted, whichever is later; |
| (viii) | A record of any decision, and the reasons supporting the decision, to approve the acquisition by an Access Person of securities in an IPO or Limited Offering for at least five years after the end of the fiscal year in which approval is granted; |
| (ix) | A copy of each report to the Board of the Advisers or to a Reportable Fund of the Code must be maintained for at least five years after the end of the fiscal year in which it is made, the first two years in an easily accessible place; |
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| (x) | A record of all accounts, currently or within the past five years, in which an Access Person has or had a Beneficial Ownership interest in a Reportable Security solely by reason of an indirect pecuniary interest described in Rule 16a-1(a)(2)(ii)(B) or (C) under the Exchange Act must be maintained in an easily accessible place; and |
| (xi) | A record of all Certifications of Compliance for each person who is currently, or within the past five years was, a Supervised Person of the Adviser. |
V. POLICY STATEMENT ON INSIDER TRADING
A. Definition of Insider Trading
The Aberdeen Group prohibits any Affected Person (i.e., any officer or director of an Adviser and employees of the Group) from trading, either personally or on behalf of others, including accounts managed by the Aberdeen Group, on material non-public information or communicating material non-public information to others in violation of the law. This conduct is frequently referred to as insider trading. The policy applies to every such Affected Person and extends to activities within and outside their duties within the Aberdeen Group. Any questions regarding this policy and the procedures below should be referred to the CCO of the respective Adviser.
The term insider trading is not defined in the Federal Securities Laws, but is generally understood to prohibit the following activities:
| (i) | trading by an insider while in possession of material non-public information; |
| (ii) | recommending the purchase or sale of securities while in possession of material non-public information; or |
| (iii) | communicating material non-public information to others. |
B. The Concept of Insider
The concept of insider is broad and it includes officers, directors, partners, members and employees of a company. In addition, a person can be a temporary insider if he or she is given material inside information about a company or the market for the companys securities on the reasonable expectation that the recipient would maintain the information in confidence and would not trade on it.
A temporary insider can include, among others, a companys legal advisers , accountants, consultants, bank lending officers, and the employees of such third parties. In addition, a company may become a temporary insider of a company it advises or for which it performs other services. For that to occur, that company must expect the subsidiary to keep the disclosed non-public information confidential and the relationship must at least imply such a duty before the subsidiary will be considered an insider.
C. Material Information
Trading, tipping or recommending securities transactions while in position of inside information is not a basis for liability unless the information is material. Material information generally is defined as:
| (i) | information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions; or |
| (ii) | information that would significantly alter the total mix of information made available. |
Information that should be considered material includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, a joint venture, the borrowing of significant funds, a major labor dispute, merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments. For information to be considered material it need not be so important that it would have changed an investors decision to purchase or sell particular securities; rather it is enough that it is the type of information on which reasonable investors rely in making purchase or sale decisions. The materiality of information relating to the possible occurrence of any future event may depend on the likelihood that the event will occur and its significance if it did occur.
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D. Non-Public Information
Information is non-public until it has been effectively communicated to the market place. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the SEC , or appearing in Dow Jones , Reuters Economic Services , The Wall Street Journal or other publications of general circulation would be considered public. Information in bulleting and research reports disseminated by brokerage firms are also generally considered to be public information.
Before trading for yourself or others in the securities of a company about which you may have potential inside information, or revealing such information to others or making a recommendation based on such information, you should ask yourself the following questions :
| (i) | Is the information material? Is this information that an investor would consider important in making his or her investment decisions? Is this information that would substantially affect the market price of the securities if generally disclosed? |
| (ii) | Is the information non-public? To whom has this information been provided? Has the information been effectively communicated to the marketplace? |
If, after consideration of the above, you believe that the information is material and non-public, or if you have questions as to whether the information may be material and non-public, you should take the following steps:
| (i) | Report the matter immediately to the CCO . In consulting with the CCO, you should disclose all information that you believe may bear on the issue of whether the information you have is material and non-public. |
| (ii) | Do not purchase or sell the securities on behalf of yourself or others. |
| (iii) | Do not communicate the information either inside or outside the Aberdeen Group, other than to the CCO or another appropriate member of the Compliance Department. |
| (iv) | After the CCO has reviewed the issue, you will either be (a) instructed to continue the prohibitions against trading, tipping or communication, or (b) allowed to trade and communicate the information. In appropriate circumstances, the CCO will consult with counsel as to the appropriate course to follow. |
Information in your possession that you identify, or which has been identified to you as material and non-public, must not be communicated to persons outside the Aberdeen Group, without the prior authorization of the CCO. In addition, care should be taken so that such information is secure. For example, files containing material non-public information should be sealed and access to computer files containing material non-public information should be restricted.
E. Monitoring Procedures
The role of Compliance is critical to the implementation and maintenance of the Aberdeen Groups policy and procedures against insider trading. The supervisory procedures can be divided into the following two parts: (1) the prevention of insider trading; and (2) the detection of insider trading. Each part of the supervisory procedures is discussed in further detail below.
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1. The Prevention of Insider Trading
To prevent insider trading Compliance will:
| (i) | provide, on a regular basis, an educational program to familiarize Affected Persons with the policy and procedures; and |
| (ii) | when it has been determined that an Affected Person has material non-public information: |
| (a) | implement measures to prevent dissemination of such information; and |
| (b) | where necessary, restrict Affected Persons from trading in the securities. |
2. The Detection of Insider Trading
To detect insider trading, Compliance will:
| (i) | review the trading activity reports filed by each Affected Person; |
| (ii) | review the trading activity on behalf of Clients; and |
| (iii) | to the extent applicable, such other information as the CCO deems necessary or appropriate. |
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APPENDIX D
F-SQUARED INVESTMENTS, INC
F-SQUARED INSTITUTIONAL ADVISORS, LLC
F-SQUARED RETIREMENT SOLUTIONS, LLC
F-SQUARED ALTERNATIVE INVESTMENTS, LLC
F-SQUARED INSTITUTIONAL SOLUTIONS, LLC
C ODE OF E THICS
Updated September 15, 2012
| I. | INTRODUCTION |
This Code of Ethics (the Code) sets forth the standards of conduct expected of any officer, director (or other person occupying a similar status or performing similar functions), or an employee of F-Squared Investments, Inc., F-Squared Institutional Advisors, LLC, F-Squared Retirement Solutions, LLC, F-Squared Alternative Investments, LLC, and F-Squared Institutional Solutions, LLC (collectively, the Adviser), or other person who provides investment advice on behalf of the Adviser and is subject to the supervision and control of the Adviser (an Employee ) and addresses conflicts of interest that arise from person trading by certain Employees. The Code is designed to comply with the requirements of Rule 204A-1 under the Investment Advisers Act of 1940, as amended.
Investing is a good practice. The Adviser believes that personal investing which is consistent with the Advisers investment philosophy and this Code provides useful training for the investment of our clients assets.
The Adviser is required to provide all Employees with a copy of this Code and any amendments hereto. Each Employee is required to provide the Chief Compliance Officer with a written acknowledgement of his or her receipt of the Code and any amendments hereto.
Unless defined in the following sections, key terms and phrases have the meanings defined in Section VIII. Each defined word or phrase is identified in bold-faced type the first time it is used below.
| II. | STANDARDS OF BUSINESS CONDUCT |
| A. | F IDUCIARY D UTY |
This Code is based on the principle that the Adviser and you, as our Employee, owe a fiduciary duty to the Advisory Clients for which the Adviser serves as an adviser. Accordingly, you must avoid activities, interests and relationships that might interfere or appear to interfere with making decisions in the best interests of our Advisory Clients. The Code seeks to place the interests of Advisory Clients over the interests of the Adviser and any Employee, and to comply with the applicable Federal Securities Laws and other applicable law.
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At all times, you must:
1. Place the interests of our Advisory Clients first . In other words, as a fiduciary you must scrupulously avoid serving your own personal interests ahead of the interests of our Advisory Clients. You may not cause an Advisory Client to take action, or not to take action, for your personal benefit rather than the benefit of the Advisory Client. For example, you would violate this Code if you caused an Advisory Client to purchase a security you owned for the purpose of increasing the price of that security. If you are an Access Person , you would also violate this Code if you made a personal investment in a security that might be an appropriate investment for an Advisory Client without first considering the security as an investment for the Advisory Client.
2. Conduct all of your personal securities transactions in full compliance with this Code. You must not take any action in connection with your personal investments that could cause even the appearance of unfairness or impropriety. Accordingly, you must comply with the policies and procedures set forth in this Code. Doubtful situations should be resolved against your personal trading.
3. Avoid taking inappropriate advantage of your position . The receipt of investment opportunities, gifts or gratuities from persons seeking business with the Adviser directly or on behalf of an Advisory Client could call into question the independence of your business judgment. Accordingly, you must comply with the policies and procedures set forth in this Code under the heading F IDUCIARY D UTIES . Doubtful situations should be resolved against your personal interest.
| B. | L EGAL COMPLIANCE |
Employees must obey all laws and regulations applicable to the Advisers business, including but not limited to, the applicable Federal Securities Laws.
| C. | G IFTS |
You must not accept any investment opportunity, gift, gratuity or other thing of more than nominal value, from any person or entity that does business, or desires to do business, with the Adviser directly or on behalf of an Advisory Client. You may accept gifts from a single giver so long as their aggregate annual value does not exceed $150, and you may attend business meals, sporting events and other entertainment events at the expense of a giver, so long as the expense is reasonable.
| D. | S ERVICE AS A D IRECTOR |
You may not serve on the board of directors or other governing board of a publicly traded company, unless you have received the prior written approval of the Adviser. If you are permitted to serve on the board of a publicly traded company, you will be isolated from those Employees who make or participate in the investment decisions with respect to the Securities of that company, through an Ethics Wall or other procedures.
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| E. | I NSIDER T RADING |
You shall not engage in transactions in any Securities while in possession of material, nonpublic information regarding the Securities (so-called insider trading). Nor shall you communicate material, nonpublic information to any person who might use the information to purchase or sell Securities (so-called tipping).
Material Information . Generally speaking, information is material where there is a substantial likelihood that a reasonable investor could consider the information important in deciding whether to buy or sell the Securities in question, or where the information, if disclosed, could be viewed by a reasonable investor as having significantly altered the total mix of information available. Where the nonpublic information relates to a possible or contingent event, materiality depends upon a balancing of both the probability that the event will occur and the anticipated magnitude of the event in light of the totality of the activities of the issuer involved. Common, but by no means exclusive, examples of material information include information concerning a companys sales, earnings, dividends, significant acquisitions or mergers and major litigation. So-called market information, such as information concerning an impending securities transaction may also, depending upon the circumstances, be material. Because materiality determinations are often challenged with the benefit of hindsight, if an Employee has any doubt whether certain information is material, this doubt should be resolved against trading or communicating this information.
Nonpublic information . Information is nonpublic until it has been made available to investors generally. In this respect, one must be able to point to some fact to show that the information is generally public, such as inclusion in reports filed with the SEC or press releases issued by the issuer of the Securities, or reference to this information in publications of general circulation.
Advisory Information . Information concerning (i) what Securities are being followed; (ii) specific recommendations made to Advisory Clients; (iii) prospective Securities transactions of its Advisory Clients; or (iv) Advisory Clients current holdings is strictly confidential. Under some circumstances, Advisory Information may be material and nonpublic.
| F. | H ANDLING OF C ONFIDENTIAL INFORMATION |
Employees should observe the confidentiality of information that they acquire by virtue of their employment at the Adviser, except where disclosure is approved by the Adviser or otherwise legally mandated. Of special sensitivity is financial information, which should under all circumstances be considered confidential except when it has been made publicly available in a press release or a report filed with the Securities and Exchange Commission or other comparable regulatory authority.
| III. | PERSONAL SECURITIES TRANSACTIONS - ACCESS PERSONS |
| A. | T RADING IN G ENERAL |
An Access Person must not engage, and must not permit any other person or entity to engage, in any purchase or sale of a Covered Security in which such Access Person has, or by reason of the transaction will acquire any direct or indirect Beneficial Ownership , unless (i) the transaction is an Exempt Transaction (as set forth below) or (ii) he/she has have complied with the provisions set forth below.
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| B. | P RE - CLEARANCE |
Access Persons must seek to obtain pre-clearance trading approval from the Chief Compliance Officer to purchase or sell any Covered Security placed on either the Adviser Restricted List or Pre-Clearance List for which the person has or will have by reason of the trade a Beneficial Ownership. The Adviser Restricted List will be monitored and amended on an as needed basis by the Investment Committee and Chief Compliance Officer.
Finally, Access Persons must seek to obtain pre-clearance trading approval from the Adviser before directly or indirectly acquiring Beneficial Ownership in any Security in an Initial Public Offering or in a Limited Offering .
| C. | B ENEFICIAL O WNERSHIP |
To determine whether a person has Beneficial Ownership, Access Persons are considered to have Beneficial Ownership of Securities if such Access Person, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise have or share a direct or indirect pecuniary interest in such Securities.
An Access Person has a pecuniary interest in the Securities if such Access Person has the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the Securities.
The following are examples of an indirect pecuniary interest in Securities:
Securities held by members of an Access Persons Immediate Family sharing the same household; however, this presumption may be rebutted by convincing evidence that profits derived from transactions in these Securities will not provide such Access Person with any economic benefit where Immediate Family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and includes any adoptive relationship.
An Access Persons proportionate interest as a general partner in portfolio Securities held by a general or limited partnership.
An Access Persons interest as a manager-member in the Securities held by a limited liability company.
Access Persons do not have an indirect pecuniary interest in the portfolio Securities held by a corporation or similar entity in which he/she owns securities if such Access Person is not a controlling shareholder of the entity and does not have or share investment control over the entitys portfolio.
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The following circumstances constitute Beneficial Ownership of Securities held by a trust by an Access Person:
If an Access Person is a trustee of the trust and has a pecuniary interest in any holding or transaction in the issuers Securities held by the trust as well as if an Access Person is trustee and members of such Access Persons Immediate Family receive certain performance fees or a member of such Access Persons Immediate Family is a beneficiary to the trust.
If an Access Person is a beneficiary to a trust and such Access Person (a) shares investment control with the trustee with respect to a trust transaction, the transaction shall be attributed to such Access Person as well as the trust, (b) has investment control with respect to a trust transaction without consultation with the trustee, the transaction shall be attributed to such Access Person and (c) such Access Person shall be deemed to have pecuniary interest in the issuers securities held by a trust to the extent of such Access Persons pro rata interest in the trust where the trustee does not exercise exclusive control. For instance, an Access Person who holds securities as a beneficiary of a trust over which he has investment discretion, such as a 401(k) or other participant-directed employee benefit plan, would be considered beneficial owner of Securities in the plan.
If you are a settlor of a trust and reserve the right to revoke the trust without the consent of another person, the trust holdings and transactions shall be attributed to you; provided, however, if the settlor does not exercise or share investment control over the issuers securities held by the trust, the trust holdings and transactions shall be attributed to the Trust instead of you as settlor.
| D. | E XEMPT S ECURITIES |
Access Persons are required to report all transactions in Covered Securities. The following are not considered Covered Securities:
1. direct obligations of the Government of the United States;
2. Bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;
3. Shares issued by money market Funds ;
4. Shares issued by open-end Funds except Reportable Funds .
| E. | I NITIAL P UBLIC O FFERINGS |
Access Persons must obtain prior written approval of the Chief Compliance Officer to acquire direct or indirect Beneficial Ownership of any Security in an Initial Public Offering.
| F. | L IMITED O FFERINGS |
Access Persons must obtain prior written approval of the Chief Compliance Officer to acquire direct or indirect Beneficial Ownership of any Security in a Limited Offerings . Approval will not be given unless a determination is made that the investment opportunity has not been offered to you by virtue of your position.
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Upon receiving pre-clearance, if you have acquired Beneficial Ownership in Securities in a Limited Offering, you must disclose your investment when you play a part in any consideration of an investment by an Advisory Client in the issuer of the Securities.
| G. | U SE OF B ROKER -D EALERS AND C ONFIRMATIONS |
Every Access Person may direct each broker, dealer or bank who maintains an account for Covered Securities of which such Access Person has direct or indirect Beneficial Ownership, to supply to the Chief Compliance Officer, duplicate copies of confirmations of all transactions in the account and copies of periodic statements for the account (see example letter set forth in Appendix V).
| H. | R EPORTING |
The Chief Compliance Officer shall identify all Access Persons who are under the duty to complete and provide the reports described below and shall inform such persons of such duty. The Chief Compliance Officer will review the account statements and the reports required pursuant to this Reporting section.
All reports and account statements received by the Adviser shall be kept confidential except to the extent that disclosure may be required by regulatory authorities and that disclosure, on a confidential basis, may be made for an audit of compliance procedures.
| I. | I NITIAL H OLDINGS R EPORTS |
If you are an Access Person, you must report no later than ten (10) days after becoming an Access Person to the Chief Compliance Officer the following information, and such report must be current as of a date no more than forty five (45) days prior to the date you become an Access Person:
(a) the title and type of security, the exchange ticker symbol or CUSIP number (as applicable), number of shares, and principal amount of each Covered Security in which the Access Person had any direct or indirect Beneficial Ownership as of the date the person became an Access Person;
(b) the name of the broker, dealer or bank with which the Access Person maintains an account in which any Securities are held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person 1 ; and
(c) the date that the report is submitted by the Access Person.
| 1 | Please note the report requires disclosure of the name of any broker-dealer or bank with which the Access Person has an account in which any Securities are held for his direct or indirect benefit and not just accounts holding Covered Securities. |
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The Access Person must submit annually thereafter an annual holdings report setting forth the above-specified information as mentioned below. The Form to be used initially to report an Access Persons holdings is set forth in Appendix I.
| J. | Q UARTERLY T RANSACTION R EPORTS |
Every Access Person must report to the Chief Compliance Officer no later than thirty (30) days after the end of the calendar quarter, the following information:
(a) With respect to any transaction during the quarter in a Covered Security in which the Access Person had or acquired any direct or indirect Beneficial Ownership:
(1) The date of the transaction, the title, the exchange ticker symbol or CUSIP number (as applicable), the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Covered Security involved;
(2) The nature of the transaction ( i.e., purchase, sale or any other type of acquisition or disposition);
(3) The price of the Covered Security at which the transaction was effected;
(4) The name broker, dealer or bank with or through which the transaction was effected; and
(5) The date that the report is submitted by the Access Person.
The foregoing includes reporting securities acquired through a gift or inheritance.
(b) With respect to any account established by the Access Person in which any Securities were held during the quarter for the direct or indirect benefit of the Access Person 2 :
(1) The name of the broker, dealer or bank with which the Access Person established the account;
(2) The date the account was established; and
(3) The date that the report is submitted by the Access Person.
| 2 | Please note the report requires disclosure of the name of any broker-dealer or bank with which the Access Person has an account in which any Securities are held for his direct or indirect benefit and not just accounts holding Covered Securities. |
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(c) If an Access Person instructs all brokers, dealers or banks that hold Securities in which such Access Person has any direct or indirect Beneficial Ownership, to provide duplicate broker-trade confirmations and account statements required under the above sub-section G. entitled Use of Broker-Dealers and Confirmations to the Chief Compliance Officer within the time period required for a Quarterly Transaction Report ( i.e. , within thirty (30) days after the end of the applicable calendar quarter) and provides the information required in part b. above, then such Access Person need only represent on the Quarterly Transaction Report:
(1) that he/she has directed all broker, dealers or banks who hold any Securities in which such Access Person has Beneficial Ownership to send duplicate confirmations and account statements to the Chief Compliance Officer;
(2) the form of such confirmations, account statements or records provide to the Adviser contain all the information required in a Quarterly Transaction Report; and
(3) with respect to any account established during the applicable quarter in which the Access Person has Beneficial Ownership in Securities, the information provided in accordance with part (b) is true and accurate.
It is the obligation of each Access Person relying on part (c) to ensure compliance with its requirements. The Form used for the Quarterly Transaction Report has been attached as Appendix II.
| K. | A NNUAL H OLDINGS R EPORTS |
If you are an Access Person, you must report no later than thirty (30) days after the calendar year end, the following information:
(a) the title and type of Security, the exchange ticker symbol or CUSIP number (as applicable), number of shares, and principal amount of each Covered Security in which the Access Person has any direct or indirect Beneficial Ownership;
(b) the name of any broker, dealer or bank with which the Access Person maintains an account in which any Securities are held for the direct or indirect benefit of the Access Person 3 ; and
(c) the date that the report is submitted by the Access Person.
The above information is required to be updated annually. More specifically, each Access Person must submit annually a holdings report setting forth the above-specified information that must be current as of a date no more than forty-five (45) days before the report is submitted. The Form used to report personal holdings is set forth in Appendix I.
| 3 | Please note the report requires disclosure of the name of any broker-dealer or bank with which the Access Person has an account in which any Securities are held for his direct or indirect benefit and not just accounts holding Covered Securities. |
8
| L. | E XCEPTIONS TO R EPORTING R EQUIREMENTS |
(a) An Access Person need not make a report to the Chief Compliance Officer under the Reporting Section above with respect to transactions effected for, and Covered Securities held in, any account over which the Access Person has no direct or indirect influence or control.
(b) As noted above, an Access Person need not report securities transactions during a calendar quarter on the Quarterly Transaction Report to the Chief Compliance Officer if all the information in the report would duplicate information contained in broker trade confirmations or account statements that the Adviser holds in its records so long as the Adviser receives the confirmations or statements no later than 30 days after the end of the applicable calendar quarter. In this case you may certify on your Quarterly Transaction Report under Section C that your trade confirmation and/or brokerage account statements represent all transactions that must be reported.
(c) Access Persons are not required to report securities transactions in Covered Securities purchased pursuant to an Automatic Investment Plan on the Quarterly Transaction Report.
| IV. | PERSONAL SECURITIES TRANSACTIONS ALL EMPLOYEES |
In addition to Access Persons the Adviser has implemented a policy whereby all employees must seek to obtain pre-clearance trading approval from the Chief Compliance Officer to purchase or sell any Covered Security placed on the Adviser Pre-clearance List for which the person has or will have by reason of the trade a Beneficial Ownership. The Adviser Pre-clearance List will be monitored and amended on an as needed basis by the Investment Committee and Chief Compliance Officer. A form for this purpose is attached to this Code as Appendix VII.
| V. | COMPLIANCE CERTIFICATIONS |
| A. | C ERTIFICATE OF R ECEIPT |
Employees are required to acknowledge receipt of your copy of this Code and any amendment hereto. A Form for this purpose is attached to this Code as Appendix III.
| B. | A NNUAL C ERTIFICATE OF C OMPLIANCE |
You are required to certify upon commencement of your employment or the effective date of this Code, whichever occurs later, and annually thereafter, that you have read and understand this Code and recognize that you are subject to this Code. Each annual certificate will also state that you have complied with the requirements of this Code during the prior year, and if you are an Access Person that you have disclosed, reported, or caused to be reported all transactions during the prior year in Covered Securities of which you had or acquired Beneficial Ownership. A Form for this purpose is attached to this Code as Appendix IV.
9
| VI. | REPORTING OF VIOLATIONS |
If an Employee becomes aware of any violation(s) or potential violation(s) of any of the provisions of this Code of Ethics, such Employee must report such violation(s) or potential violation(s) promptly to the Chief Compliance Officer. Failure to report any violation(s) of this Code that an Employee is are aware of, in a prompt manner will be considered itself a violation of the Code and subject to remedial action.
| VII. | REMEDIAL ACTIONS |
If you violate this Code, you are subject to remedial actions, to be imposed by the Chief Compliance Officer, which may include, but are not limited to, disgorgement of profits, imposition of a substantial fine, demotion, suspension or termination.
| VIII. | ADMINISTRATION |
| A. | I NTERPRETATIONS AND E XCEPTIONS |
Please refer any questions regarding the applicability, meaning or administration of this Code to the Chief Compliance Officer in advance of any contemplated transaction. Exemptions from certain provisions of this Code may be granted by the Chief Compliance Officer if it is determined that the fundamental obligations of the person involved are not and will not be compromised. In no instance will exemptions be granted if the exemptions are not permitted under the applicable Federal Securities Laws.
| B. | Q UESTIONS |
Questions regarding this Code of Ethics should be addressed to the Chief Compliance Officer.
| C. | R EVIEW |
The Chief Compliance Officer will annually review the adequacy of the Code and the effectiveness of its implementation.
| D. | A PPENDICES |
The following appendices are attached to this Code and are a part of this Code:
| I. | Form for report of initial and annual personal securities holdings. |
| II. | Form for quarterly report of personal securities transactions. |
| III. | Form for acknowledgment of receipt of this Code. |
| IV. | Form for annual certification of compliance with this Code. |
| V. | Sample of duplicate confirmation and statement request letter. |
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| VI. | Form for listing Restricted List of Securities |
| VII. | Form for listing the Pre-clearance List of Securities |
| VIII. | Form for quarterly report of Non-Access Persons transactions involving Pre-clearance Securities |
| IX. | DEFINITIONS |
| A. | Access Person means any Employee of the Adviser who: |
(i) has access to nonpublic information regarding any clients purchase or sale of securities, or nonpublic information regarding the portfolio holding of any Reportable Fund, or
(ii) is involved in making securities recommendations to clients or has access to such recommendations that are nonpublic, or
(iii) is a director, executive officer, (or other person holding a similar position or performing similar functions) of the Adviser.
B. Advisory Client means a client for whom the Adviser provides investment advisory services for compensation.
C. Automatic Investment Plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a pre-determined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.
D. Beneficial Ownership shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) of the Securities Exchange Act of 1934 (the Exchange Act ) in determining whether a person has beneficial ownership of a security for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder. In this regard, beneficial ownership will be deemed to exist if a person, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares, a direct or indirect pecuniary interest in the securities ( i.e ., an opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the securities). Under this definition, an indirect pecuniary interest in securities generally includes, but is not limited to, securities held by members of a persons immediate family sharing the same household provided, however, this presumption of beneficiary ownership may be rebutted, a persons interests in securities held in certain trusts, a general partners proportionate interest in the portfolio securities held by a general or limited partnership, a persons right to receive dividends that is separated or separable from the underlying securities (otherwise a right to receive dividends alone shall not represent a pecuniary interest) and a persons right to acquire securities through the exercise or conversion
11
of any derivative security whether or not presently exercisable. A person will not be deemed to be the beneficial owner of portfolio securities held by a corporation or similar entity in which the person owns securities if the shareholder is not a controlling shareholder of the entity and does not have or share investment control over the entitys portfolio. See the Section Personal Securities Transactions Beneficial Ownership for a further discussion of determining Beneficial Ownership.
E. Control shall have the same meaning as that set forth in Section 2(a)(9) of the Investment Company Act of 1940, as amended.
F. Covered Security shall mean a Security as defined in item N below (in effect, all securities) except that it shall not include direct obligations of the Government of the United States; bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; money market fund shares and shares issued by registered open-end investment companies other than Reportable Funds.
G. Employee means any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of the Adviser, or other person who provides investment advice on behalf of the Adviser and is subject to the supervision and control of the Adviser.
H. Federal Securities Laws means the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, as amended,, the Investment Advisers Act of 1940, as amended, Title V of Gramm-Leach-Bliley act, any rules adopted by the Securities and Exchange Commission under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the Securities and Exchange Commission or the Department of the Treasury.
I. Initial Public Offering means an offering of securities registered under the Securities Act of 1933, as amended, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended.
J. Fund means an investment company registered under the Investment Company Act of 1940, as amended.
K. Limited Offering shall mean an offering that is exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505 or Rule 506 promulgated thereunder.
L. Purchase or Sale of a Covered Security includes, among other things, the writing of an option to purchase or sell a Covered Security.
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M. Reportable Fund means:
(i) Any Fund for which the Adviser serves as investment adviser as defined in section 2(a)(20) of the Investment Company Act of 1940, as amended ( i.e. , the funds board approves the Adviser to serve in such capacity), or
(ii) Any Fund whose investment adviser or principal underwriter controls the Adviser, is controlled by the Adviser, or is under common control with the Adviser.
N. Security shall mean any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, pre-organization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option or privilege entered into on a national securities exchange relating to foreign currency or, in general, any interest or instrument commonly known as a security, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any security of the foregoing.
The term Security includes any option or derivative instrument on that Security and any other Security that is convertible into or exchangeable for that Security.
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Appendix I
F-SQUARED INVESTMENTS, INC
F-SQUARED INSTITUTIONAL ADVISORS, LLC
F-SQUARED RETIREMENT SOLUTIONS, LLC
F-SQUARED ALTERVATIVE INVESTMENTS, LLC
F-SQUARED INSTITUTIONAL SOLUTIONS, LLC
Code of Ethics
P ERSONAL S ECURITIES I NITIAL A ND A NNUAL H OLDINGS R EPORT
Please mark the following as applicable:
If this is your first holdings report being submitted upon becoming an Access Person (as such term is defined in the Code of Ethics), please check the following box and fill in the date you became an Access Person. ¨ Date of becoming an Access Person was .
If an initial report, the information to be provided below should be as of the date you became an Access Person and must be submitted no later than 10 days after you became an Access Person.
If you are an Access Person and are submitting this holding report as the annual report of your holdings and brokerage accounts, please check the following box. ¨
If an annual report, the information provided below must be current as of a date no more than forty-five (45) days before the report is submitted.
Please provide the following information for the brokerdealers with whom you maintained an account in which any Securities were held for your direct or indirect benefit.
|
1. |
Name of Employee: | |||
|
2. |
If different than #1, name of the person in whose name the account is held: | |||
|
3. |
Relationship of 2 to 1 | |||
|
4. |
Broker(s) at which account is maintained: | |||
|
5. |
Account Number(s) | |||
|
6. |
Telephone number(s) of Broker | |||
| 7. | For each account, attach your most recent account statement listing Covered Securities in that account. If you own Covered Securities that are not listed in an attached account statement or the account statement does not reflect the information specified below, please provide the following information with respect to each Covered Security in which you had any direct or indirect beneficial ownership. |
|
N AME OF S ECURITY * |
T YPE OF S ECURITY , EXCHANGE SYMBOL OR CUSIP ( IF APPLICABLE ) |
N UMBER OF S HARES | P RINCIPAL A MOUNT |
N AME OF B ROKER /D EALER OR B ANK WHO MAINTAINS THESE S ECURITIES |
||||
(Attach separate sheet if necessary or attached copies of statements.)
Please remember to report all interests in limited partnerships or limited liabilities companies including firm approved co-investments.
I certify that to the best of my knowledge this form and the attached statement (if any) constitute all of the information required to be submitted under the Code of Ethics.
Date Submitted:
Signature
Print Name
Date Reviewed by the firms Compliance Officer:
Compliance Officer Initials:
| * | Please remember to report all interests in limited partnerships or limited liabilities companies including firm approved co-investments. |
Appendix II
F-SQUARED INVESTMENTS, INC
F-SQUARED INSTITUTIONAL ADVISORS, LLC
F-SQUARED RETIREMENT SOLUTIONS, LLC
F-SQUARED ALTERVATIVE INVESTMENTS, LLC
F-SQUARED INSTITUTIONAL SOLUTIONS, LLC
S ECURITIES T RANSACTION R EPORT
F OR THE C ALENDAR Q UARTER E NDED [ ]
To: Chief Compliance Officer FROM (please print):
A. During the quarter referred to above, the following transactions were effected in Covered Securities of which I had, or by reason of such transactions acquired, direct or indirect Beneficial Ownership, and which are required to be reported pursuant to the Code of Ethics.
|
S ECURITY (I NCLUDE F ULL N AME OF I SSUER ) |
D
ATE
OF
T RANSACTION |
T YPE OF S ECURITY , EXCHANGE SYMBOL OR CUSIP ( IF APPLICABLE ) |
I
NTEREST
RATE
AND M ATURITY D ATE ( IF APPLICABLE ) |
N
UMBER
OF
S HARES |
P
RINCIPAL
A MOUNT OF T RANSACTION |
N
ATURE
OF
T RANSACTION : (B UY /S ELL ) |
P
RICE
AT
WHICH
T RANS - ACTION EFFECTED |
B
ROKER
/D
EALER
OR B ANK E FFECTED T HROUGH : |
||||||||
Please remember to report all interests in limited partnerships or limited liabilities companies including firm approved co-investments.
B. During the quarter referred to above, I established the following accounts in which any Securities were held during the quarter for my direct or indirect benefit:
|
N AME OF B ROKER /D EALER , B ANK OR E NTITY WITH THE A CCOUNT |
D ATE A CCOUNT WAS ESTABLISHED |
|
C. In lieu of the information required under A above, I represent that I have given instructions to each broker-dealer who holds Securities in which I have Beneficial Ownership to provide duplicate trade confirmations and/or brokerage account statements to the Adviser and together with any new accounts listed under B above, such transactions represent all transactions which must be reported pursuant to the Code of Ethics. ¨
or
No reportable transactions. ¨
This report (i) excludes transactions effected for or Securities held in any account over which I had no direct or indirect influence or control, (ii) excludes other transactions not required to be reported, and (iii) is not an admission that I have or had any direct or indirect Beneficial Ownership in the Securities listed above.
This report is to be signed, dated and returned within thirty days of the end of the calendar quarter.
Signature:
Printed name:
Date Submitted:
Date Reviewed by the Chief Compliance Officer:
Compliance Officer Initials:
Appendix III
F-SQUARED INVESTMENTS, INC
F-SQUARED INSTITUTIONAL ADVISORS, LLC
F-SQUARED RETIREMENT SOLUTIONS, LLC
F-SQUARED ALTERVATIVE INVESTMENTS, LLC
F-SQUARED INSTITUTIONAL SOLUTIONS, LLC
Code of Ethics
A CKNOWLEDGEMENT OF R ECEIPT OF C ODE OF E THICS
This Code of Ethics has been adopted by F-Squared Investments, Inc., F-Squared Institutional Advisors, LLC, F-Squared Retirement Solutions, LLC, F-Squared Alternative Investments, LLC, and F-Squared Institutional Solutions, LLC (collectively, the Adviser) for the purpose of, among other things, setting forth the Advisers policies on personal transactions in securities or other investments.
I acknowledge that I have received a copy of, read and understood the provisions of, and agreed to comply with the terms of the Advisers Code of Ethics.
Date:
Signature:
Print Name:
Appendix IV
F-SQUARED INVESTMENTS, INC
F-SQUARED INSTITUTIONAL ADVISORS, LLC
F-SQUARED RETIREMENT SOLUTIONS, LLC
F-SQUARED ALTERVATIVE INVESTMENTS, LLC
F-SQUARED INSTITUTIONAL SOLUTIONS, LLC
Code of Ethics
A NNUAL C ERTIFICATION
I hereby certify that I have read and understand the Code of Ethics. I recognize that I must disclose or report all personal securities transactions required to be disclosed or reported thereunder and comply in all other respects with the requirements of such Code. I certify that I have, to date, complied and agree to comply in the future with the Code. I also agree to cooperate fully with any investigation or inquiry as to whether a possible violation of the foregoing Code has occurred. I understand that any failure to comply in all aspects with the foregoing and this Code may lead to sanctions, including dismissal.
Date:
Signature:
Print Name:
Appendix V
F-SQUARED INVESTMENTS, INC
F-SQUARED INSTITUTIONAL ADVISORS, LLC
F-SQUARED RETIREMENT SOLUTIONS, LLC
F-SQUARED ALTERVATIVE INVESTMENTS, LLC
F-SQUARED INSTITUTIONAL SOLUTIONS, LLC
Code of Ethics
D UPLICATE STATEMENT REQUEST LETTER
D ATE
Name of the Brokerage Firm
Brokerage Firm Address
Re: Name of Employee
Dear Sir or Madam:
F-Squared Investments, Inc., F-Squared Institutional Advisors, LLC, F-Squared Retirement Solutions, LLC, F-Squared Alternative Investments, LLC, and F-Squared Institutional Solutions, LLC (collectively, the Adviser) are each an SEC-registered investment adviser. We hereby grant [insert name of the Employee] (the Employee) the authorization to open an account at your firm. Additionally, our employees are subject to a Code of Ethics that requires regular quarterly reporting of securities transactions to the Advisers Chief Compliance Officer. In order comply with this requirement, we request that trade confirmations of all of the Employees transactions and duplicates of all Employees brokerage statements be forwarded directly to the Chief Compliance Officer at the address below.
Mitchell Fishman
Chief Compliance Officer
F-Squared Investments, Inc.
One Newton Executive Park
2221 Washington Street, Suite 201
Newton, MA 02462
Any questions about this reporting requirement can be directed to me at (857) 404-0003. Thank you in advance for your prompt attention to this matter.
Sincerely,
Mitchell Fishman
Chief Compliance Officer
Appendix VI
F-SQUARED INVESTMENTS, INC
F-SQUARED INSTITUTIONAL ADVISORS, LLC
F-SQUARED RETIREMENT SOLUTIONS, LLC
F-SQUARED ALTERVATIVE INVESTMENTS, LLC
F-SQUARED INSTITUTIONAL SOLUTIONS, LLC
Code of Ethics
R ESTRICTED L IST
All Employees including Access Persons must seek to obtain pre-clearance trading approval from the Chief Compliance Officer to purchase or sell any Covered Security placed on the Adviser Restricted List for which the person has or will have by reason of the trade a Beneficial Ownership.
The following Covered Securities are on the Restricted List:
| Name of Security |
Type of Security,
exchange symbol or CUSIP (if applicable) |
|
Appendix VII
F-SQUARED INVESTMENTS, INC
F-SQUARED INSTITUTIONAL ADVISORS, LLC
F-SQUARED RETIREMENT SOLUTIONS, LLC
F-SQUARED ALTERVATIVE INVESTMENTS, LLC
F-SQUARED INSTITUTIONAL SOLUTIONS, LLC
Code of Ethics
PRE-CLEARANCE L IST
All Employees including Access Persons must seek to obtain pre-clearance trading approval from the Chief Compliance Officer to purchase or sell any Covered Security placed on the Adviser Restricted List for which the person has or will have by reason of the trade a Beneficial Ownership.
The following Covered Securities are on the Restricted List:
| Name of Security |
Type of Security,
exchange symbol or CUSIP (if applicable) |
|
APPENDIX VIII
F-SQUARED INVESTMENTS, INC
F-SQUARED INSTITUTIONAL ADVISORS, LLC
F-SQUARED RETIREMENT SOLUTIONS, LLC
F-SQUARED ALTERVATIVE INVESTMENTS, LLC
F-SQUARED INSTITUTIONAL SOLUTIONS, LLC
NONACCESS PERSONS
P RE -C LEARANCE LIST S ECURITIES T RANSACTION R EPORT
F OR THE C ALENDAR Q UARTER E NDED [ ]
To: Chief Compliance Officer
A. During the quarter referred to above, the following transactions were effected in Covered Securities which were listed on the Restricted List , which I had, or by reason of such transactions acquired, direct or indirect beneficial ownership, and which are required to be reported pursuant to the Code of Ethics.
No reportable transactions. ¨
This report (i) excludes transactions effected for or securities held in any account over which I had no direct or indirect influence or control, (ii) excludes other transactions not required to be reported, and (iii) is not an admission that I have or had any direct or indirect beneficial ownership in the securities listed above.
This report is to be signed, dated and returned within thirty days of the end of the calendar quarter.
Signature: Date Submitted:
Printed name:
Date Reviewed by the Chief Compliance Officer:
Chief Compliance Officer Initials: