As filed with the Securities and Exchange Commission on April 25, 2017
Registration Nos. 033-05033
811-04642
UNITED STATES 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. 78 | x |
and/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
| Amendment No. 80 | 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)
Jennifer Fromm, Esq.
Counsel
Virtus Investment Partners, Inc.
100 Pearl Street
Hartford, CT 06103
(Name and Address of Agent for Service)
Copies of All Correspondence to:
Stacy H. Louizos, Esq.
Sullivan &Worcester LLP
1200 Avenue of the Americas
New York, NY 10104
It is proposed that this filing will become effective (check appropriate box):
| ¨ | immediately upon filing pursuant to paragraph (b) |
| x | on May 1, 2017 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. |
| |
The Prospectus describes the Virtus Duff & Phelps 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.
|
| | |
May 1, 2017
|
|
| |
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.
|
| | |
Not FDIC Insured
No Bank Guarantee
May Lose Value
|
|
| | Fund Summary | | | | |
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Shareholder Fees
(fees paid directly from your investment)
|
| | |
Class A
|
| | |
Class I
|
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| | | Shareholder Fees | | | | | | Non | e | | | | | | | Non | e | | | |
| | | | | |
Class A
|
| | |
Class I
|
| | |||||||||
| | | Management Fees | | | | | | 0.75 | % | | | | | | | 0.75 | % | | | |
| | | Distribution and/or Service (12b-1) Fees | | | | | | 0.25 | % | | | | | | | Non | e | | | |
| | | Other Expenses | | | | | | 0.25 | % | | | | | | | 0.25 | % | | | |
| | | Acquired Fund Fees and Expenses | | | | | | 0.01 | % | | | | | | | 0.01 | % | | | |
| | | Total Annual Series Operating Expenses (a) | | | | | | 1.26 | % | | | | | | | 1.01 | % | | | |
| | | Less: Expense Reimbursement (b) | | | | | | (0.07) | % | | | | | | | (0.07) | % | | | |
| | | Total Annual Series Operating Expenses After Expense Reimbursement (a)(b) | | | | | | 1.19 | % | | | | | | | 0.94 | % | | | |
| | | | | | |
1 Year
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| | |
3 Years
|
| | |
5 Years
|
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10 Years
|
| | ||||||||||||
| | | Class A | | | |
$121
|
| | | | | $393 | | | | | | | $685 | | | | | | | $1,516 | | | | |||
| | | Class I | | | |
$96
|
| | | | | $315 | | | | | | | $551 | | | | | | | $1,230 | | | | |||
| | |
Best Quarter:
|
| |
2Q/2009:
|
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26.08%
|
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Worst Quarter:
|
| |
4Q/2008:
|
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-21.56%
|
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Year to date (3/31/17):
|
| |
3.56%
|
| |
| | |
Average Annual Total Returns
(for the periods ended 12/31/16)
|
| | |
1 Year
|
| | |
5 Years
|
| | |
10 Years
|
| | |
Since
Inception Class I (4/30/13) |
| | ||||||||||||||||
| | | Class A | | | | | | -1.61 | % | | | | | | | 1.23 | % | | | | | | | 1.22 | % | | | | | | | | — | | | |
| | | Class I | | | | | | -1.28 | % | | | | | | | | — | | | | | | | | — | | | | | | | -3.94 | % | | | |
| | | MSCI EAFE ® Index (net) (does not reflect fees or expenses) | | | | | | 1.00 | % | | | | | | | 6.53 | % | | | | | | | 0.75 | % | | | | | | | 1.53 | % | | | |
| | |
1
st
$250 million
|
| | |
$250+ million through $500 million
|
| | |
Over $500 million
|
| |
| | |
0.75%
|
| | |
0.70%
|
| | |
0.65%
|
| |
| | | |
1/1/16 to
12/31/16 |
| |
1/1/15 to
12/31/15
|
| |
1/1/14 to
12/31/14
|
| |
1/1/13 to
12/31/13
|
| |
1/1/12 to
12/31/12
|
| |||||||||||||||
| Net Asset Value, Beginning of Period | | | | $ | 14.01 | | | | | | 16.67 | | | | | | 18.23 | | | | | | 17.30 | | | | | | 15.28 | | |
|
Net Investment Income (Loss)
(1)
|
| | | | 0.08 | | | | | | 0.35 | | | | | | 0.67 | | | | | | 0.35 | | | | | | 0.41 | | |
|
Net Realized and Unrealized Gain (Loss)
|
| | | | (0.44 ) | | | | | | (2.04 ) | | | | | | (1.34 ) | | | | | | 0.97 | | | | | | 2.06 | | |
|
Total from Investment Operations
|
| | | | (0.36 ) | | | | | | (1.69 ) | | | | | | (0.67 ) | | | | | | 1.32 | | | | | | 2.47 | | |
|
Dividends from Net Investment Income
|
| | | | (0.09 ) | | | | | | (0.37 ) | | | | | | (0.71 ) | | | | | | (0.39 ) | | | | | | (0.45 ) | | |
|
Distributions from Net Realized Gains
|
| | | | (2.61 ) | | | | | | (0.60 ) | | | | | | (0.18 ) | | | | | | — | | | | | | — | | |
|
Total Distributions
|
| | | | (2.70 ) | | | | | | (0.97 ) | | | | | | (0.89 ) | | | | | | (0.39 ) | | | | | | (0.45 ) | | |
|
Change in Net Asset Value
|
| | | | (3.06 ) | | | | | | (2.66 ) | | | | | | (1.56 ) | | | | | | 0.93 | | | | | | 2.02 | | |
|
Net Asset Value, End of Period
|
| | | $ | 10.95 | | | | | | 14.01 | | | | | | 16.67 | | | | | | 18.23 | | | | | | 17.30 | | |
| Total Return (2) | | | | | (1.61 )% (10) | | | | | | (10.48 ) | | | | | | (3.90 ) | | | | | | 7.78 | | | | | | 16.52 | | |
|
Net Assets, End of Period (in thousands)
|
| | | $ | 177,868 | | | | | | 209,990 | | | | | | 261,281 | | | | | | 317,726 | | | | | | 341,717 | | |
|
Ratio of Net Operating Expenses to Average Net Assets
(3)
|
| | | | 1.18 | % (5)(9)(10) | | | | 1.19 (5 ) (9) | | | | | | 1.18 | | | | | | 1.18 | | | | | | 1.06 (4 ) | | | |
|
Ratio of Gross Operating Expenses to Average Net Assets
(before waivers and reimbursements) (3) |
| | | | 1.26 % | | | | | | 1.30 | | | | | | 1.26 | | | | | | 1.18 | | | | | | 1.18 | | |
|
Ratio of Net Investment Income to Average Net Assets
|
| | | | 0.62 % (10) | | | | | | 2.16 | | | | | | 3.60 | | | | | | 1.97 | | | | | | 2.53 | | |
| Portfolio Turnover Rate | | | | | 83 % | | | | | | 104 | | | | | | 9 | | | | | | 11 | | | | | | 13 | | |
| | | | | | |
1/1/16 to
12/31/16
|
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1/1/15 to
12/31/15
|
| |
1/1/14 to
12/31/14
|
| |
4/30/13
(6)
to
12/31/13
|
| ||||||||||||
| Net Asset Value, Beginning of Period | | |
|
| | | $ | 13.99 | | | | | | 16.65 | | | | | | 18.22 | | | | | | 18.40 | | |
|
Net Investment Income (Loss)
(1)
|
| | | | | | | 0.11 | | | | | | 0.38 | | | | | | 0.69 | | | | | | 0.18 | | |
|
Net Realized and Unrealized Gain (Loss)
|
| | | | | | | (0.42 ) | | | | | | (2.03 ) | | | | | | (1.32 ) | | | | | | 0.08 | | |
|
Total from Investment Operations
|
| | | | | | | (0.31 ) | | | | | | (1.65 ) | | | | | | (0.63 ) | | | | | | 0.26 | | |
|
Dividends from Net Investment Income
|
| | | | | | | (0.13 ) | | | | | | (0.41 ) | | | | | | (0.76 ) | | | | | | (0.44 ) | | |
|
Distributions from Net Realized Gains
|
| | | | | | | (2.61 ) | | | | | | (0.60 ) | | | | | | (0.18 ) | | | | | | — | | |
|
Total Distributions
|
| | | | | | | (2.74 ) | | | | | | (1.01 ) | | | | | | (0.94 ) | | | | | | (0.44 ) | | |
|
Change in Net Asset Value
|
| | | | | | | (3.05 ) | | | | | | (2.66 ) | | | | | | (1.57 ) | | | | | | (0.18 ) | | |
|
Net Asset Value, End of Period
|
| |
|
| | | $ | 10.94 | | | | | | 13.99 | | | | | | 16.65 | | | | | | 18.22 | | |
| Total Return (2) | | |
|
| | | | (1.28 )% (10) | | | | | | (10.26 ) | | | | | | (3.71 ) | | | | | | 1.17 (8 ) | | |
|
Net Assets, End of Period (in thousands)
|
| |
|
| | | $ | 86 | | | | | | 87 | | | | | | 97 | | | | | | 104 | | |
|
Ratio of Net Operating Expenses to Average Net Assets
(3)
|
| |
|
| | | | 0.93 | % (5)(9)(10) | | | | 0.94 (5 )(9) | | | | | | 0.93 | | | | | | 0.93 (7 ) | | | |
|
Ratio of Gross Operating Expenses to Average Net Assets
(before waivers and reimbursements) (3) |
| |
|
| | | | 1.01 % | | | | | | 1.05 | | | | | | 1.01 | | | | | | 0.93 (7 ) | | |
|
Ratio of Net Investment Income to Average Net Assets
|
| |
|
| | | | 0.88 % (10) | | | | | | 2.39 | | | | | | 3.71 | | | | | | 1.54 (7 ) | | |
| Portfolio Turnover Rate | | |
|
| | | | 83 % | | | | | | 104 | | | | | | 9 | | | | | | 11 | | |
| | Virtus Variable Insurance Trust (VVIT) | | | | |
| | Investment Company Act File No. 811-04642 | | |
5-17
|
|
| | 8500 | | | | |
| |
The Prospectus describes the Virtus Duff & Phelps 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.
|
| | |
May 1, 2017
|
|
| |
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.
|
| | |
Not FDIC Insured
No Bank Guarantee
May Lose Value
|
|
| | Fund Summary | | | | |
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | |
| | |
Shareholder Fees
(fees paid directly from your investment)
|
| | |
Class A
|
| | |
Class I
|
| | ||||||||
| | | Shareholder Fees | | | | | | Non | e | | | | | | | Non | e | | | |
| | | | | |
Class A
|
| | |
Class I
|
| | |||||||||
| | | Management Fees | | | | | | 0.75 | % | | | | | | | 0.75 | % | | | |
| | | Distribution and/or Service (12b-1) Fees | | | | | | 0.25 | % | | | | | | | Non | e | | | |
| | | Other Expenses | | | | | | 0.24 | % | | | | | | | 0.24 | % | | | |
| | | Total Annual Series Operating Expenses (a) | | | | | | 1.24 | % | | | | | | | 0.99 | % | | | |
| | | Less: Expense Reimbursement (b) | | | | | | (0.08) | % | | | | | | | (0.08) | % | | | |
| | |
Total Annual Series Operating Expenses After Expense Reimbursement
(a)(b)
|
| | | | | 1.16 | % | | | | | | | 0.91 | % | | | |
| | | | | | |
1 Year
|
| | |
3 Years
|
| | |
5 Years
|
| | |
10 Years
|
| | ||||||||||||
| | | Class A | | | |
$118
|
| | | | | $386 | | | | | | | $673 | | | | | | | $1,493 | | | | |||
| | | Class I | | | |
$93
|
| | | | | $307 | | | | | | | $539 | | | | | | | $1,206 | | | | |||
| | |
Best Quarter:
|
| |
3Q/2009:
|
| |
33.37%
|
| |
Worst Quarter:
|
| |
4Q/2008:
|
| |
-38.56%
|
| |
Year to date (3/31/17):
|
| |
0.39%
|
| |
| | |
Average Annual Total Returns
(for the periods ended
12/31/16)
|
| | |
1 Year
|
| | |
5 Years
|
| | |
10 Years
|
| | |
Since
Inception Class I (4/30/13) |
| | ||||||||||||||||
| | | Class A | | | | | | 6.82 | % | | | | | | | 11.18 | % | | | | | | | 5.08 | % | | | | | | | | — | | | |
| | | Class I | | | | | | 7.10 | % | | | | | | | | — | | | | | | | | — | | | | | | | 7.38 | % | | | |
| | | FTSE NAREIT Equity REITs Index (does not reflect fees or expenses) | | | | | | 8.52 | % | | | | | | | 12.01 | % | | | | | | | 5.08 | % | | | | | | | 7.27 | % | | | |
| | |
1
st
$1 billion
|
| | |
$1+ billion through $2 billion
|
| | |
Over $2 billion
|
| |
| | |
0.75%
|
| | |
0.70%
|
| | |
0.65%
|
| |
| | | |
1/1/16 to
12/31/16
|
| |
1/1/15 to
12/31/15
|
| |
1/1/14 to
12/31/14
|
| |
1/1/13 to
12/31/13
|
| |
1/1/12 to
12/31/12
|
| |||||||||||||||
| Net Asset Value, Beginning of Period | | | | $ | 22.85 | | | | | | 27.05 | | | | | | 23.33 | | | | | | 27.78 | | | | | | 26.18 | | |
|
Net Investment Income (Loss)
(1)
|
| | | | 0.34 | | | | | | 0.44 | | | | | | 0.29 | | | | | | 0.34 | | | | | | 0.30 | | |
|
Net Realized and Unrealized Gain (Loss)
|
| | | | 1.17 | | | | | | 0.17 | | | | | | 7.00 | | | | | | (0.05 ) | | | | | | 4.10 | | |
|
Total from Investment Operations
|
| | | | 1.51 | | | | | | 0.61 | | | | | | 7.29 | | | | | | 0.29 | | | | | | 4.40 | | |
|
Dividends from Net Investment Income
|
| | | | (0.43 ) | | | | | | (0.37 ) | | | | | | (0.31 ) | | | | | | (0.43 ) | | | | | | (0.29 ) | | |
|
Distributions from Net Realized Gains
|
| | | | (3.62 ) | | | | | | (4.44 ) | | | | | | (3.26 ) | | | | | | (4.31 ) | | | | | | (2.51 ) | | |
|
Total Distributions
|
| | | | (4.05 ) | | | | | | (4.81 ) | | | | | | (3.57 ) | | | | | | (4.74 ) | | | | | | (2.80 ) | | |
|
Change in Net Asset Value
|
| | | | (2.54 ) | | | | | | (4.20 ) | | | | | | 3.72 | | | | | | (4.45 ) | | | | | | 1.60 | | |
|
Net Asset Value, End of Period
|
| | | $ | 20.31 | | | | | | 22.85 | | | | | | 27.05 | | | | | | 23.33 | | | | | | 27.78 | | |
| Total Return (2) | | | | | 6.82 % (10) | | | | | | 2.38 | | | | | | 31.62 | | | | | | 0.90 | | | | | | 16.98 | | |
|
Net Assets, End of Period (in thousands)
|
| | | $ | 81,243 | | | | | | 87,899 | | | | | | 105,508 | | | | | | 90,794 | | | | | | 102,399 | | |
|
Ratio of Net Operating Expenses to Average Net Assets
(3)
|
| | | | 1.17 | % (5)(9)(10) | | | | 1.18 (5 )(9) | | | | | | 1.16 | | | | | | 1.16 | | | | | | 1.11 (4 ) | | | |
|
Ratio of Gross Operating Expenses to Average Net Assets
(before waivers and reimbursements) (3) |
| | | | 1.25 % | | | | | | 1.29 | | | | | | 1.27 | | | | | | 1.22 | | | | | | 1.20 | | |
|
Ratio of Net Investment Income to Average Net Assets
|
| | | | 1.42 % (10) | | | | | | 1.64 | | | | | | 1.10 | | | | | | 1.20 | | | | | | 1.03 | | |
| Portfolio Turnover Rate | | | | | 35 % | | | | | | 18 | | | | | | 22 | | | | | | 26 | | | | | | 18 | | |
| | | | | | |
1/1/16 to
12/31/16
|
| |
1/1/15 to
12/31/15
|
| |
1/1/14 to
12/31/14
|
| |
4/30/13
(6)
to
12/31/13
|
| ||||||||||||
| Net Asset Value, Beginning of Period | | |
|
| | | $ | 22.81 | | | | | | 27.02 | | | | | | 23.30 | | | | | | 30.96 | | |
|
Net Investment Income (Loss)
(1)
|
| | | | | | | 0.35 | | | | | | 0.48 | | | | | | 0.34 | | | | | | 0.23 | | |
|
Net Realized and Unrealized Gain (Loss)
|
| | | | | | | 1.22 | | | | | | 0.19 | | | | | | 7.02 | | | | | | (3.08 ) | | |
|
Total from Investment Operations
|
| | | | | | | 1.57 | | | | | | 0.67 | | | | | | 7.36 | | | | | | (2.85 ) | | |
|
Dividends from Net Investment Income
|
| | | | | | | (0.49 ) | | | | | | (0.44 ) | | | | | | (0.38 ) | | | | | | (0.50 ) | | |
|
Distributions from Net Realized Gains
|
| | | | | | | (3.62 ) | | | | | | (4.44 ) | | | | | | (3.26 ) | | | | | | (4.31 ) | | |
|
Total Distributions
|
| | | | | | | (4.11 ) | | | | | | (4.88 ) | | | | | | (3.64 ) | | | | | | (4.81 ) | | |
|
Change in Net Asset Value
|
| | | | | | | (2.54 ) | | | | | | (4.21 ) | | | | | | 3.72 | | | | | | (7.66 ) | | |
|
Net Asset Value, End of Period
|
| |
|
| | | $ | 20.27 | | | | | | 22.81 | | | | | | 27.02 | | | | | | 23.30 | | |
| Total Return (2) | | |
|
| | | | 7.10 % (10) | | | | | | 2.62 | | | | | | 31.98 | | | | | | (10.45 ) (8) | | |
|
Net Assets, End of Period (in thousands)
|
| |
|
| | | $ | 199 | | | | | | 158 | | | | | | 134 | | | | | | 102 | | |
|
Ratio of Net Operating Expenses to Average Net Assets
(3)
|
| |
|
| | | | 0.92 | % (5)(9)(10) | | | | 0.94 (5 )(9) | | | | | | 0.91 | | | | | | 0.91 (7 ) | | | |
|
Ratio of Gross Operating Expenses to Average Net Assets
(before waivers and reimbursements) (3) |
| |
|
| | | | 1.00 % | | | | | | 1.05 | | | | | | 1.02 | | | | | | 0.98 (7 ) | | |
|
Ratio of Net Investment Income to Average Net Assets
|
| |
|
| | | | 1.46 % (10) | | | | | | 1.79 | | | | | | 1.30 | | | | | | 1.23 (7 ) | | |
| Portfolio Turnover Rate | | | | | | | | 35 % | | | | | | 18 % | | | | | | 22 | | | | | | 26 | | |
| | Virtus Variable Insurance Trust (VVIT) | | | | |
| | Investment Company Act File No. 811-04642 | | |
5-17
|
|
| | 8502 | | | | |
| |
The Prospectus describes the Virtus Equity Trend 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.
|
| | |
May 1, 2017
|
|
| |
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.
|
| | |
Not FDIC Insured
No Bank Guarantee
May Lose Value
|
|
| | Fund Summary | | | | |
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | |
| | |
Shareholder Fees
(fees paid directly from your investment)
|
| | |
Class A
|
| | |
Class I
|
| | ||||||||
| | | Shareholder Fees | | | | | | Non | e | | | | | | | Non | e | | | |
| | | | | |
Class A
|
| | |
Class I
|
| | |||||||||
| | | Management Fees | | | | | | 1.00 | % | | | | | | | 1.00 | % | | | |
| | | Distribution and/or Service (12b-1) Fees | | | | | | 0.25 | % | | | | | | | Non | e | | | |
| | | Other Expenses | | | | | | 0.66 | % | | | | | | | 0.66 | % | | | |
| | | Acquired Fund Fees and Expenses | | | | | | 0.02 | % | | | | | | | 0.02 | % | | | |
| | | Total Annual Series Operating Expenses (a) | | | | | | 1.93 | % | | | | | | | 1.68 | % | | | |
| | | Less: Expense Reimbursement (b) | | | | | | (0.21) | % | | | | | | | (0.21) | % | | | |
| | |
Total Annual Series Operating Expenses After Expense Reimbursement
(a)(b)
|
| | | | | 1.72 | % | | | | | | | 1.47 | % | | | |
| | | | | | |
1 Year
|
| | |
3 Years
|
| | |
5 Years
|
| | |
10 Years
|
| | ||||||||||||
| | | Class A | | | |
$175
|
| | | | | $586 | | | | | | | $1,022 | | | | | | | $2,237 | | | | |||
| | | Class I | | | |
$150
|
| | | | | $509 | | | | | | | $893 | | | | | | | $1,969 | | | | |||
| | |
Best Quarter:
|
| |
1Q/2013:
|
| |
10.37%
|
| |
Worst Quarter:
|
| |
3Q/2015:
|
| |
-4.73%
|
| |
Year to date (3/31/17):
|
| |
5.32%
|
| |
| | |
Average Annual Total Returns
(for the periods ended 12/31/16)
|
| | |
1 Year
|
| | |
5 Year
|
| | |
Since
Inception Class A (02/14/11) |
| | |
Since
Inception Class I (04/30/13) |
| | ||||||||||||||||
| | | Class A | | | | | | -0.97 | % | | | | | | | 5.51 | % | | | | | | | 3.86 | % | | | | | | | | — | | | |
| | | Class I | | | | | | -0.70 | % | | | | | | | | — | | | | | | | | — | | | | | | | 1.62 | % | | | |
| | | S&P 500 ® Index (does not reflect fees or expenses) | | | | | | 11.96 | % | | | | | | | 14.66 | % | | | | | | | 11.59 | % | | | | | | | 11.99 | % | | | |
| | | |
1/1/16 to
12/31/16
|
| |
1/1/15 to
12/31/15
|
| |
1/1/14 to
12/31/14
|
| |
1/1/13 to
12/31/13
|
| |
1/1/12 to
12/31/12
|
| |||||||||||||||
| Net Asset Value, Beginning of Period | | | | $ | 11.38 | | | | | | 12.55 | | | | | | 13.30 | | | | | | 10.41 | | | | | | 9.49 | | |
|
Net Investment Income (Loss)
(1)
|
| | | | (0.02 ) | | | | | | (0.11 ) | | | | | | 0.04 | | | | | | 0.06 | | | | | | 0.15 | | |
|
Net Realized and Unrealized Gain (Loss)
|
| | | | (0.09 ) | | | | | | (1.06 ) | | | | | | 0.27 | | | | | | 2.92 | | | | | | 0.86 | | |
|
Total from Investment Operations
|
| | | | (0.11 ) | | | | | | (1.17 ) | | | | | | 0.31 | | | | | | 2.98 | | | | | | 1.01 | | |
|
Dividends from Net Investment Income
|
| | | | — | | | | | | — | | | | | | (0.05 ) | | | | | | (0.05 ) | | | | | | (0.09 ) | | |
|
Distributions from Net Realized Gains
|
| | | | — | | | | | | — | | | | | | (1.01 ) | | | | | | (0.04 ) | | | | | | — | | |
|
Total Distributions
|
| | | | — | | | | | | — | | | | | | (1.06 ) | | | | | | (0.09 ) | | | | | | (0.09 ) | | |
|
Change in Net Asset Value
|
| | | | (0.11 ) | | | | | | (1.17 ) | | | | | | (0.75 ) | | | | | | 2.89 | | | | | | 0.92 | | |
|
Net Asset Value, End of Period
|
| | | $ | 11.27 | | | | | | 11.38 | | | | | | 12.55 | | | | | | 13.30 | | | | | | 10.41 | | |
| Total Return (2) | | | | | (0.97 )% | | | | | | (9.32 ) | | | | | | 2.23 | | | | | | 28.71 | | | | | | 10.69 | | |
|
Net Assets, End of Period (in thousands)
|
| | | $ | 4,444 | | | | | | 10,932 | | | | | | 36,680 | | | | | | 18,710 | | | | | | 4,958 | | |
|
Ratio of Net Operating Expenses to Average Net Assets
(3)
|
| | | | 1.70 % (7)(9) | | | | | | 1.71 (7 )(9) | | | | | | 1.70 (8 ) | | | | | | 1.70 | | | | | | 1.70 | | |
|
Ratio of Gross Operating Expenses to Average Net Assets
(before waivers and reimbursements) (3) |
| | | | 1.92 % | | | | | | 2.23 | | | | | | 1.65 | | | | | | 1.79 | | | | | | 2.07 | | |
|
Ratio of Net Investment Income to Average Net Assets
|
| | | | (0.19 )% | | | | | | (0.92 ) | | | | | | 0.32 | | | | | | 0.52 | | | | | | 1.50 | | |
| Portfolio Turnover Rate | | | | | 187 % | | | | | | 366 | | | | | | 473 | | | | | | 108 | | | | | | 272 | | |
| | | | | | |
1/1/16 to
12/31/16
|
| |
1/1/15 to
12/31/15
|
| |
1/1/14 to
12/31/14
|
| |
4/30/13
(4)
to
12/31/13
|
| ||||||||||||
| Net Asset Value, Beginning of Period | | |
|
| | | $ | 11.43 | | | | | | 12.57 | | | | | | 13.30 | | | | | | 11.69 | | |
|
Net Investment Income (Loss)
(1)
|
| | | | | | | 0.02 | | | | | | (0.08 ) | | | | | | 0.05 | | | | | | 0.07 | | |
|
Net Realized and Unrealized Gain (Loss)
|
| | | | | | | (0.10 ) | | | | | | (1.06 ) | | | | | | 0.29 | | | | | | 1.66 | | |
|
Total from Investment Operations
|
| | | | | | | (0.08 ) | | | | | | (1.14 ) | | | | | | 0.34 | | | | | | 1.73 | | |
|
Dividends from Net Investment Income
|
| | | | | | | — | | | | | | — | | | | | | (0.06 ) | | | | | | (0.08 ) | | |
|
Distributions from Net Realized Gains
|
| | | | | | | — | | | | | | — | | | | | | (1.01 ) | | | | | | (0.04 ) | | |
|
Total Distributions
|
| | | | | | | — | | | | | | — | | | | | | (1.07 ) | | | | | | (0.12 ) | | |
|
Change in Net Asset Value
|
| | | | | | | (0.08 ) | | | | | | (1.14 ) | | | | | | (0.73 ) | | | | | | 1.61 | | |
|
Net Asset Value, End of Period
|
| |
|
| | | $ | 11.35 | | | | | | 11.43 | | | | | | 12.57 | | | | | | 13.30 | | |
| Total Return (2) | | | | | | | | (0.70 )% | | | | | | (9.00 ) | | | | | | 2.39 | | | | | | 14.64 (6 ) | | |
|
Net Assets, End of Period (in thousands)
|
| |
|
| | | $ | 119 | | | | | | 123 | | | | | | 277 | | | | | | 140 | | |
|
Ratio of Net Operating Expenses to Average Net Assets
(3)
|
| | | | | | | 1.46 % (7)(9) | | | | | | 1.46 (7 )(9) | | | | | | 1.45 (8 ) | | | | | | 1.45 (5 ) | | |
|
Ratio of Gross Operating Expenses to Average Net Assets
(before waivers and reimbursements) (3) |
| |
|
| | | | 1.65 % | | | | | | 2.06 | | | | | | 1.41 | | | | | | 1.50 (5 ) | | |
|
Ratio of Net Investment Income to Average Net Assets
|
| |
|
| | | | 0.20 % | | | | | | (0.57 ) | | | | | | 0.40 | | | | | | 0.89 (5 ) | | |
| Portfolio Turnover Rate | | |
|
| | | | 187 % | | | | | | 366 | | | | | | 473 | | | | | | 108 | | |
| | Virtus Variable Insurance Trust (VVIT) | | | | |
| | Investment Company Act File No. 811-04642 | | |
5-17
|
|
| | 8510 | | | | |
| |
The Prospectus describes the Virtus KAR 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.
|
| | |
May 1, 2017
|
|
| |
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.
|
| | |
Not FDIC Insured
No Bank Guarantee
May Lose Value
|
|
| | Fund Summary | | | | |
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | |
| | |
Shareholder Fees
(fees paid directly from your investment)
|
| | |
Class A
|
| | ||||
| | | Shareholder Fees | | | | | | Non | e | | | |
| | |
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 | | | | | | 0.22 | % | | | |
| | | Total Annual Series Operating Expenses (a) | | | | | | 1.17 | % | | | |
| | | Less: Expense Reimbursement (b) | | | | | | (0.14) | % | | | |
| | |
Total Annual Series Operating Expenses After Expense Reimbursement
(a)(b)
|
| | | | | 1.03 | % | | | |
| | | | | | |
1 Year
|
| | |
3 Years
|
| | |
5 Years
|
| | |
10 Years
|
| | ||||||||||||
| | | Class A | | | |
$105
|
| | | | | $358 | | | | | | | $630 | | | | | | | $1,408 | | | | |||
| | |
Best Quarter:
|
| |
1Q/2012:
|
| |
16.59%
|
| |
Worst Quarter:
|
| |
3Q/2011:
|
| |
-20.30%
|
| |
Year to date (3/31/17):
|
| |
10.54%
|
| |
| | |
Average Annual Total Returns
(for the periods ended 12/31/16)
|
| | |
1 Year
|
| | |
5 Years
|
| | |
10 Years
|
| | ||||||||||||
| | | Class A | | | | | | -0.86 | % | | | | | | | 12.25 | % | | | | | | | 5.23 | % | | | |
| | | Russell 1000 ® Growth Index (does not reflect fees or expenses) | | | | | | 7.08 | % | | | | | | | 14.50 | % | | | | | | | 8.33 | % | | | |
| | |
1
st
$250 million
|
| | |
$250+ million through $500 million
|
| | |
Over $500 million
|
| |
| | |
0.70%
|
| | |
0.65%
|
| | |
0.60%
|
| |
| | | |
1/1/16 to
12/31/16
|
| |
1/1/15 to
12/31/15
|
| |
1/1/14 to
12/31/14
|
| |
1/1/13 to
12/31/13
|
| |
1/1/12 to
12/31/12
|
| |||||||||||||||
| Net Asset Value, Beginning of Period | | | | $ | 24.91 | | | | | | 22.79 | | | | | | 20.41 | | | | | | 15.82 | | | | | | 13.99 | | |
|
Net Investment Income (Loss)
(1)
|
| | | | — (7 ) | | | | | | (0.01 ) | | | | | | (0.00 ) | | | | | | 0.04 | | | | | | 0.11 | | |
|
Net Realized and Unrealized Gain (Loss)
|
| | | | (0.22 ) | | | | | | 2.13 | | | | | | 2.39 | | | | | | 4.61 | | | | | | 1.81 | | |
|
Total from Investment Operations
|
| | | | (0.22 ) | | | | | | 2.12 | | | | | | 2.39 | | | | | | 4.65 | | | | | | 1.92 | | |
|
Dividends from Net Investment Income
|
| | | | (0.60 ) | | | | | | — | | | | | | (0.01 ) | | | | | | (0.06 ) | | | | | | (0.09 ) | | |
|
Distributions from Net Realized Gains
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
Total Distributions
|
| | | | (0.60 ) | | | | | | — | | | | | | (0.01 ) | | | | | | (0.06 ) | | | | | | (0.09 ) | | |
|
Change in Net Asset Value
|
| | | | (0.82 ) | | | | | | 2.12 | | | | | | 2.38 | | | | | | 4.59 | | | | | | 1.83 | | |
|
Net Asset Value, End of Period
|
| | | $ | 24.09 | | | | | | 24.91 | | | | | | 22.79 | | | | | | 20.41 | | | | | | 15.82 | | |
| Total Return (2) | | | | | (0.86 )% (8) | | | | | | 9.26 | | | | | | 11.73 | | | | | | 29.44 | | | | | | 13.76 | | |
|
Net Assets, End of Period (in thousands)
|
| | | $ | 185,519 | | | | | | 210,094 | | | | | | 217,038 | | | | | | 218,264 | | | | | | 189,975 | | |
|
Ratio of Net Operating Expenses to Average Net Assets
(3)
|
| | | | 1.04 | % (5)(6)(8) | | | | 1.04 (5 )(6) | | | | | | 1.03 | | | | | | 1.03 | | | | | | 0.96 (4 ) | | | |
|
Ratio of Gross Operating Expenses to Average Net Assets
(before waivers and reimbursements) (3) |
| | | | 1.18 % | | | | | | 1.21 | | | | | | 1.19 | | | | | | 1.14 | | | | | | 1.13 | | |
|
Ratio of Net Investment Income to Average Net Assets
|
| | | | (0.10 )% (8) | | | | | | (0.04 ) | | | | | | (0.01 ) | | | | | | 0.19 | | | | | | 0.68 | | |
| Portfolio Turnover Rate | | | | | 23 % | | | | | | 19 | | | | | | 29 | | | | | | 30 | | | | | | 16 | | |
| | Virtus Variable Insurance Trust (VVIT) | | | | |
| | Investment Company Act File No. 811-04642 | | |
5-17
|
|
| | 8501 | | | | |
| |
The Prospectus describes the Virtus KAR Small-Cap 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.
|
| | |
May 1, 2017
|
|
| |
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.
|
| | |
Not FDIC Insured
No Bank Guarantee
May Lose Value
|
|
| | Fund Summary | | | | |
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | |
| | |
Shareholder Fees
(fees paid directly from your investment)
|
| | |
Class A
|
| | |
Class I
|
| | ||||||||
| | | Shareholder Fees | | | | | | Non | e | | | | | | | Non | e | | | |
| | | | | |
Class A
|
| | |
Class I
|
| | |||||||||
| | | Management Fees | | | | | | 0.85 | % | | | | | | | 0.85 | % | | | |
| | | Distribution and/or Service (12b-1) Fees | | | | | | 0.25 | % | | | | | | | Non | e | | | |
| | | Other Expenses | | | | | | 0.26 | % | | | | | | | 0.26 | % | | | |
| | | Total Annual Series Operating Expenses (a) | | | | | | 1.36 | % | | | | | | | 1.11 | % | | | |
| | | Less: Expense Reimbursement (b) | | | | | | (0.17) | % | | | | | | | (0.17) | % | | | |
| | |
Total Annual Series Operating Expenses After Expense Reimbursement
(a)(b)
|
| | | | | 1.19 | % | | | | | | | 0.94 | % | | | |
| | | | | | |
1 Year
|
| | |
3 Years
|
| | |
5 Years
|
| | |
10 Years
|
| | ||||||||||||
| | | Class A | | | |
$121
|
| | | | | $414 | | | | | | | $728 | | | | | | | $1,620 | | | | |||
| | | Class I | | | |
$96
|
| | | | | $336 | | | | | | | $595 | | | | | | | $1,336 | | | | |||
| | |
Best Quarter:
|
| |
2Q/2009
|
| |
16.58%
|
| |
Worst Quarter:
|
| |
4Q/2008:
|
| |
-25.51%
|
| |
Year to date (3/31/17):
|
| |
5.92%
|
| |
| | |
Average Annual Total Returns
(for the periods ended 12/31/16)
|
| | |
1 Year
|
| | |
5 Years
|
| | |
10 Years
|
| | |
Since
Inception Class I (4/30/13) |
| | ||||||||||||||||
| | | Class A | | | | | | 25.92 | % | | | | | | | 15.97 | % | | | | | | | 8.07 | % | | | | | | | | — | | | |
| | | Class I | | | | | | 26.25 | % | | | | | | | | — | | | | | | | | — | | | | | | | 15.62 | % | | | |
| | | Russell 2000 ® Growth Index (does not reflect fees or expenses) | | | | | | 11.32 | % | | | | | | | 13.74 | % | | | | | | | 7.76 | % | | | | | | | 11.21 | % | | | |
| | |
1st $1 billion
|
| | |
Over $1 billion
|
| |
| | |
0.85%
|
| | |
0.80%
|
| |
| | | |
1/1/16 to
12/31/16
|
| |
1/1/15 to
12/31/15
|
| |
1/1/14 to
12/31/14
|
| |
1/1/13 to
12/31/13
|
| |
1/1/12 to
12/31/12
|
| |||||||||||||||
| Net Asset Value, Beginning of Period | | | | $ | 18.75 | | | | | | 20.73 | | | | | | 21.72 | | | | | | 15.66 | | | | | | 14.03 | | |
|
Net Investment Income (Loss)
(1)
|
| | | | (0.06 ) | | | | | | (0.04 ) | | | | | | (0.13 ) | | | | | | (0.12 ) | | | | | | 0.07 | | |
|
Net Realized and Unrealized Gain (Loss)
|
| | | | 4.85 | | | | | | 0.23 | | | | | | 1.29 | | | | | | 6.39 | | | | | | 1.59 | | |
|
Total from Investment Operations
|
| | | | 4.79 | | | | | | 0.19 | | | | | | 1.16 | | | | | | 6.27 | | | | | | 1.66 | | |
|
Dividends from Net Investment Income
|
| | | | — | | | | | | — | | | | | | — | | | | | | (0.05 ) | | | | | | (0.03 ) | | |
|
Distributions from Net Realized Gains
|
| | | | (1.93 ) | | | | | | (2.17 ) | | | | | | (2.15 ) | | | | | | (0.16 ) | | | | | | — | | |
|
Total Distributions
|
| | | | (1.93 ) | | | | | | (2.17 ) | | | | | | (2.15 ) | | | | | | (0.21 ) | | | | | | (0.03 ) | | |
|
Change in Net Asset Value
|
| | | | 2.86 | | | | | | (1.98 ) | | | | | | (0.99 ) | | | | | | 6.06 | | | | | | 1.63 | | |
|
Net Asset Value, End of Period
|
| | | $ | 21.61 | | | | | | 18.75 | | | | | | 20.73 | | | | | | 21.72 | | | | | | 15.66 | | |
| Total Return (2) | | | | | 25.92 (10 ) | | | | | | 0.73 | | | | | | 5.50 | | | | | | 40.20 | | | | | | 11.81 | | |
|
Net Assets, End of Period (in thousands)
|
| | | $ | 63,008 | | | | | | 55,872 | | | | | | 63,483 | | | | | | 70,948 | | | | | | 59,898 | | |
|
Ratio of Net Operating Expenses to Average Net Assets
(3)
|
| | | | 1.20 | % (5)(9)(10) | | | | 1.20 (5 )(9) | | | | | | 1.19 | | | | | | 1.19 | | | | | | 1.07 (4 ) | | | |
|
Ratio of Gross Operating Expenses to Average Net Assets
(before waivers and reimbursements) (3) |
| | | | 1.37 % | | | | | | 1.41 | | | | | | 1.38 | | | | | | 1.33 | | | | | | 1.32 | | |
|
Ratio of Net Investment Income to Average Net Assets
|
| | | | (0.37 )% (10) | | | | | | (0.17 ) | | | | | | (0.62 ) | | | | | | (0.63 ) | | | | | | 0.44 | | |
| Portfolio Turnover Rate | | | | | 18 % | | | | | | 18 | | | | | | 20 | | | | | | 28 | | | | | | 16 | | |
| | | | | | |
1/1/16 to
12/31/16
|
| |
1/1/15 to
12/31/15
|
| |
1/1/14 to
12/31/14
|
| |
4/30/13
(6)
to
12/31/13
|
| ||||||||||||
| Net Asset Value, Beginning of Period | | |
|
| | | $ | 18.90 | | | | | | 20.82 | | | | | | 21.75 | | | | | | 17.29 | | |
|
Net Investment Income (Loss)
(1)
|
| | | | | | | 0.01 | | | | | | — | | | | | | (0.07 ) | | | | | | (0.03 ) | | |
|
Net Realized and Unrealized Gain (Loss)
|
| | | | | | | 4.88 | | | | | | 0.25 | | | | | | 1.29 | | | | | | 4.70 | | |
|
Total from Investment Operations
|
| | | | | | | 4.89 | | | | | | 0.25 | | | | | | 1.22 | | | | | | 4.67 | | |
|
Dividends from Net Investment Income
|
| | | | | | | — | | | | | | — | | | | | | — | | | | | | (0.05 ) | | |
|
Distributions from Net Realized Gains
|
| | | | | | | (1.93 ) | | | | | | (2.17 ) | | | | | | (2.15 ) | | | | | | (0.16 ) | | |
|
Total Distributions
|
| | | | | | | (1.93 ) | | | | | | (2.17 ) | | | | | | (2.15 ) | | | | | | (0.21 ) | | |
|
Change in Net Asset Value
|
| | | | | | | 2.96 | | | | | | (1.92 ) | | | | | | (0.93 ) | | | | | | 4.46 | | |
|
Net Asset Value, End of Period
|
| |
|
| | | $ | 21.86 | | | | | | 18.90 | | | | | | 20.82 | | | | | | 21.75 | | |
| Total Return (2) | | |
|
| | | | 26.25 % (10) | | | | | | 1.01 | | | | | | 5.78 | | | | | | 26.28 (8 ) | | |
|
Net Assets, End of Period (in thousands)
|
| |
|
| | | $ | 353 | | | | | | 179 | | | | | | 275 | | | | | | 137 | | |
|
Ratio of Net Operating Expenses to Average Net Assets
(3)
|
| |
|
| | | | 0.95 | % (5)(9)(10) | | | | 0.96 (5 )(9) | | | | | | 0.94 | | | | | | 0.94 (7 ) | | | |
|
Ratio of Gross Operating Expenses to Average Net Assets
(before waivers and reimbursements) (3) |
| |
|
| | | | 1.12 % | | | | | | 1.17 | | | | | | 1.14 | | | | | | 1.07 (7 ) | | |
|
Ratio of Net Investment Income to Average Net Assets
|
| |
|
| | | | (0.10 )% (10) | | | | | | (0.02 ) | | | | | | (0.34 ) | | | | | | (0.23 ) (7) | | |
| Portfolio Turnover Rate | | | | | | | | 18 % | | | | | | 18 | | | | | | 20 | | | | | | 28 | | |
| | Virtus Variable Insurance Trust (VVIT) | | | | |
| | Investment Company Act File No. 811-04642 | | |
5-17
|
|
| | 8505 | | | | |
| |
The Prospectus describes the Virtus KAR 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.
|
| | |
May 1, 2017
|
|
| |
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.
|
| | |
Not FDIC Insured
No Bank Guarantee
May Lose Value
|
|
| | Fund Summary | | | | |
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | |
| | |
Shareholder Fees
(fees paid directly from your investment)
|
| | |
Class A
|
| | ||||
| | | Shareholder Fees | | | | | | Non | e | | | |
| | |
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 | | | | | | 0.24 | % | | | |
| | | Total Annual Series Operating Expenses (a) | | | | | | 1.39 | % | | | |
| | | Less: Expense Reimbursement (b) | | | | | | (0.19) | % | | | |
| | |
Total Annual Series Operating Expenses After Expense Reimbursement
(a)(b)
|
| | | | | 1.20 | % | | | |
| | | | | | |
1 Year
|
| | |
3 Years
|
| | |
5 Years
|
| | |
10 Years
|
| | ||||||||||||
| | | Class A | | | |
$122
|
| | | | | $421 | | | | | | | $742 | | | | | | | $1,652 | | | | |||
| | |
Best Quarter:
|
| |
2Q/2009:
|
| |
17.68%
|
| |
Worst Quarter:
|
| |
4Q/2008:
|
| |
-29.64%
|
| |
Year to date (3/31/17):
|
| |
4.85%
|
| |
| | |
Average Annual Total Returns
(for the periods ended 12/31/16)
|
| | |
1 Year
|
| | |
5 Years
|
| | |
10 Years
|
| | ||||||||||||
| | | Class A | | | | | | 26.54 | % | | | | | | | 14.11 | % | | | | | | | 5.72 | % | | | |
| | | Russell 2000 ® Value Index (does not reflect fees or expenses) | | | | | | 31.74 | % | | | | | | | 15.07 | % | | | | | | | 6.26 | % | | | |
| | |
1st $400 million
|
| | |
$400+ million to $1 billion
|
| | |
Over $1 billion
|
| |
| | |
0.90%
|
| | |
0.85%
|
| | |
0.80%
|
| |
| | | |
1/1/16 to
12/31/16
|
| |
1/1/15 to
12/31/15
|
| |
1/1/14 to
12/31/14
|
| |
1/1/13 to
12/31/13
|
| |
1/1/12 to
12/31/12
|
| |||||||||||||||
| Net Asset Value, Beginning of Period | | | | $ | 15.17 | | | | | | 17.03 | | | | | | 17.72 | | | | | | 12.66 | | | | | | 11.99 | | |
|
Net Investment Income (Loss)
(1)
|
| | | | 0.32 | | | | | | 0.09 | | | | | | 0.10 | | | | | | 0.04 | | | | | | 0.29 | | |
|
Net Realized and Unrealized Gain (Loss)
|
| | | | 3.66 | | | | | | (0.29 ) | | | | | | 0.24 | | | | | | 5.11 | | | | | | 0.67 | | |
|
Total from Investment Operations
|
| | | | 3.98 | | | | | | (0.20 ) | | | | | | 0.34 | | | | | | 5.15 | | | | | | 0.96 | | |
|
Dividends from Net Investment Income
|
| | | | (0.34 ) | | | | | | (0.09 ) | | | | | | (0.11 ) | | | | | | (0.09 ) | | | | | | (0.29 ) | | |
|
Distributions from Net Realized Gains
|
| | | | (2.12 ) | | | | | | (1.57 ) | | | | | | (0.92 ) | | | | | | — | | | | | | — | | |
|
Total Distributions
|
| | | | (2.46 ) | | | | | | (1.66 ) | | | | | | (1.03 ) | | | | | | (0.09 ) | | | | | | (0.29 ) | | |
|
Change in Net Asset Value
|
| | | | 1.52 | | | | | | (1.86 ) | | | | | | (0.69 ) | | | | | | 5.06 | | | | | | 0.67 | | |
|
Net Asset Value, End of Period
|
| | | $ | 16.69 | | | | | | 15.17 | | | | | | 17.03 | | | | | | 17.72 | | | | | | 12.66 | | |
| Total Return (2) | | | | | 26.54 (7 ) | | | | | | (1.37 ) | | | | | | 1.83 | | | | | | 40.77 | | | | | | 8.13 | | |
|
Net Assets, End of Period (in thousands)
|
| | | $ | 94,966 | | | | | | 92,834 | | | | | | 113,030 | | | | | | 135,352 | | | | | | 118,741 | | |
|
Ratio of Net Operating Expenses to Average Net Assets
(3)
|
| | | | 1.21 | % (5)(6)(7) | | | | 1.22 (5 )(6) | | | | | | 1.20 | | | | | | 1.20 | | | | | | 1.29 (4 ) | | | |
|
Ratio of Gross Operating Expenses to Average Net Assets
(before waivers and reimbursements) (3) |
| | | | 1.40 % | | | | | | 1.43 | | | | | | 1.41 | | | | | | 1.35 | | | | | | 1.34 | | |
|
Ratio of Net Investment Income to Average Net Assets
|
| | | | 1.85 % (7) | | | | | | 0.56 | | | | | | 0.61 | | | | | | 0.25 | | | | | | 2.29 | | |
| Portfolio Turnover Rate | | | | | 22 % | | | | | | 16 | | | | | | 26 | | | | | | 14 | | | | | | 17 | | |
| | Virtus Variable Insurance Trust (VVIT) | | | | |
| | Investment Company Act File No. 811-04642 | | |
5-17
|
|
| | 8506 | | | | |
| |
The Prospectus describes the Virtus Newfleet Multi-Sector Intermediate Bond 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.
|
| | |
May 1, 2017
|
|
| |
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.
|
| | |
Not FDIC Insured
No Bank Guarantee
May Lose Value
|
|
| | Fund Summary | | | | |
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | |
| | |
Shareholder Fees
(fees paid directly from your investment)
|
| | |
Class A
|
| | |
Class I
|
| | ||||||||
| | | Shareholder Fees | | | | | | Non | e | | | | | | | Non | e | | | |
| | | | | |
Class A
|
| | |
Class I
|
| | |||||||||
| | | Management Fees | | | | | | 0.50 | % | | | | | | | 0.50 | % | | | |
| | | Distribution and/or Service (12b-1) Fees | | | | | | 0.25 | % | | | | | | | Non | e | | | |
| | | Other Expenses | | | | | | 0.24 | % | | | | | | | 0.24 | % | | | |
| | | Acquired Fund Fees and Expenses | | | | | | 0.03 | % | | | | | | | 0.03 | % | | | |
| | | Total Annual Series Operating Expenses (a) | | | | | | 1.02 | % | | | | | | | 0.77 | % | | | |
| | | Less: Expense Reimbursement (b) | | | | | | (0.05) | % | | | | | | | (0.05) | % | | | |
| | |
Total Annual Series Operating Expenses After Expense Reimbursement
(a)(b)
|
| | | | | 0.97 | % | | | | | | | 0.72 | % | | | |
| | | | | | |
1 Year
|
| | |
3 Years
|
| | |
5 Years
|
| | |
10 Years
|
| | ||||||||||||
| | | Class A | | | |
$99
|
| | | | | $330 | | | | | | | $558 | | | | | | | $1,243 | | | | |||
| | | Class I | | | |
$74
|
| | | | | $241 | | | | | | | $423 | | | | | | | $949 | | | | |||
| | |
Best Quarter:
|
| |
2Q/2009:
|
| |
15.10%
|
| |
Worst Quarter:
|
| |
4Q/2008:
|
| |
-11.35%
|
| |
Year to date (3/31/17):
|
| |
2.63%
|
| |
| | |
Average Annual Total Returns
(for the periods ended 12/31/16)
|
| | |
1 Year
|
| | |
5 Years
|
| | |
10 Years
|
| | |
Since
Inception Class I (4/30/13) |
| | ||||||||||||||||
| | | Class A | | | | | | 9.29 | % | | | | | | | 5.22 | % | | | | | | | 6.12 | % | | | | | | | | — | | | |
| | | Class I | | | | | | 9.58 | % | | | | | | | | — | | | | | | | | — | | | | | | | 2.59 | % | | | |
| | | Barclays U.S. Aggregate Bond Index (does not reflect fees or expenses) | | | | | | 2.65 | % | | | | | | | 2.23 | % | | | | | | | 4.35 | % | | | | | | | 1.66 | % | | | |
| | |
1
st
$250 million
|
| | |
$250+ million through $500 million
|
| | |
Over $500 million
|
| |
| | |
0.50%
|
| | |
0.45%
|
| | |
0.40%
|
| |
| | | |
1/1/16 to
12/31/16
|
| |
1/1/15 to
12/31/15
|
| |
1/1/14 to
12/31/14
|
| |
1/1/13 to
12/31/13
|
| |
1/1/12 to
12/31/12
|
| |||||||||||||||
| Net Asset Value, Beginning of Period | | | | $ | 8.75 | | | | | | 9.25 | | | | | | 9.54 | | | | | | 9.88 | | | | | | 9.18 | | |
|
Net Investment Income (Loss)
(1)
|
| | | | 0.44 | | | | | | 0.45 | | | | | | 0.48 | | | | | | 0.51 | | | | | | 0.58 | | |
|
Net Realized and Unrealized Gain (Loss)
|
| | | | 0.37 | | | | | | (0.56 ) | | | | | | (0.29 ) | | | | | | (0.30 ) | | | | | | 0.74 | | |
|
Total from Investment Operations
|
| | | | 0.81 | | | | | | (0.11 ) | | | | | | 0.19 | | | | | | 0.21 | | | | | | 1.32 | | |
|
Dividends from Net Investment Income
|
| | | | (0.42 ) | | | | | | (0.39 ) | | | | | | (0.48 ) | | | | | | (0.55 ) | | | | | | (0.62 ) | | |
|
Distributions from Net Realized Gains
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
Total Distributions
|
| | | | (0.42 ) | | | | | | (0.39 ) | | | | | | (0.48 ) | | | | | | (0.55 ) | | | | | | (0.62 ) | | |
| | | | | | — | | | | | | — (10 ) | | | | | | — | | | | | | — | | | | | | — | | |
|
Change in Net Asset Value
|
| | | | 0.39 | | | | | | (0.50 ) | | | | | | (0.29 ) | | | | | | (0.34 ) | | | | | | 0.70 | | |
|
Net Asset Value, End of Period
|
| | | $ | 9.14 | | | | | | 8.75 | | | | | | 9.25 | | | | | | 9.54 | | | | | | 9.88 | | |
| Total Return (2) | | | | | 9.29 % (11) | | | | | | (1.26 ) | | | | | | 1.90 | | | | | | 2.25 | | | | | | 14.69 | | |
|
Net Assets, End of Period (in thousands)
|
| | | $ | 128,969 | | | | | | 134,558 | | | | | | 154,915 | | | | | | 171,995 | | | | | | 203,775 | | |
|
Ratio of Net Operating Expenses to Average Net Assets
(3)
|
| | | | 0.94 | % (5)(9)(11) | | | | 0.95 (5 )(9) | | | | | | 0.94 | | | | | | 0.94 | | | | | | 0.78 (4 ) | | | |
|
Ratio of Gross Operating Expenses to Average Net Assets
(before waivers and reimbursements) (3) |
| | | | 1.00 % | | | | | | 1.03 | | | | | | 1.01 | | | | | | 0.96 | | | | | | 0.94 | | |
|
Ratio of Net Investment Income to Average Net Assets
|
| | | | 4.82 % (11) | | | | | | 4.89 | | | | | | 4.93 | | | | | | 5.23 | | | | | | 5.94 | | |
| Portfolio Turnover Rate | | | | | 68 % | | | | | | 55 | | | | | | 48 | | | | | | 56 | | | | | | 85 | | |
| | | | | | |
1/1/16 to
12/31/16
|
| |
1/1/15 to
12/31/15
|
| |
1/1/14 to
12/31/14
|
| |
4/30/13
(6)
to
12/31/13
|
| ||||||||||||
| Net Asset Value, Beginning of Period | | |
|
| | | $ | 8.74 | | | | | | 9.24 | | | | | | 9.53 | | | | | | 10.19 | | |
|
Net Investment Income (Loss)
(1)
|
| | | | | | | 0.47 | | | | | | 0.47 | | | | | | 0.51 | | | | | | 0.36 | | |
|
Net Realized and Unrealized Gain (Loss)
|
| | | | | | | 0.35 | | | | | | (0.56 ) | | | | | | (0.29 ) | | | | | | (0.44 ) | | |
|
Total from Investment Operations
|
| | | | | | | 0.82 | | | | | | (0.09 ) | | | | | | 0.22 | | | | | | (0.08 ) | | |
|
Dividends from Net Investment Income
|
| | | | | | | (0.44 ) | | | | | | (0.41 ) | | | | | | (0.51 ) | | | | | | (0.58 ) | | |
|
Distributions from Net Realized Gains
|
| | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
Total Distributions
|
| | | | | | | (0.44 ) | | | | | | (0.41 ) | | | | | | (0.51 ) | | | | | | (0.58 ) | | |
| Payment From Affiliate | | | | | | | | — | | | | | | — (10 ) | | | | | | — | | | | | | — | | |
|
Change in Net Asset Value
|
| | | | | | | 0.38 | | | | | | (0.50 ) | | | | | | (0.29 ) | | | | | | (0.66 ) | | |
|
Net Asset Value, End of Period
|
| | | | | | $ | 9.12 | | | | | $ | 8.74 | | | | | | 9.24 | | | | | | 9.53 | | |
| Total Return (2) | | |
|
| | | | 9.46 % (11) | | | | | | (1.00 ) | | | | | | 2.16 | | | | | | (0.89 ) (8) | | |
|
Net Assets, End of Period (in thousands)
|
| |
|
| | | $ | 242 | | | | | | 213 | | | | | | 223 | | | | | | 124 | | |
|
Ratio of Net Operating Expenses to Average Net Assets
(3)
|
| |
|
| | | | 0.69 | % (5)(9)(11) | | | | 0.70 (5 )(9) | | | | | | 0.69 | | | | | | 0.69 (7 ) | | | |
|
Ratio of Gross Operating Expenses to Average Net Assets
(before waivers and reimbursements) (3) |
| |
|
| | | | 0.75 % | | | | | | 0.78 | | | | | | 0.76 | | | | | | 0.71 (7 ) | | |
|
Ratio of Net Investment Income to Average Net Assets
|
| |
|
| | | | 5.08 % (11) | | | | | | 5.11 | | | | | | 5.19 | | | | | | 5.54 (7 ) | | |
| Portfolio Turnover Rate | | |
|
| | | | 68 % | | | | | | 55 | | | | | | 48 | | | | | | 56 | | |
| | Virtus Variable Insurance Trust (VVIT) | | | | |
| | Investment Company Act File No. 811-04642 | | |
5-17
|
|
| | 8504 | | | | |
| |
The Prospectus describes the Virtus Rampart Enhanced Core Equity 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.
|
| | |
May 1, 2017
|
|
| |
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.
|
| | |
Not FDIC Insured
No Bank Guarantee
May Lose Value
|
|
| | Fund Summary | | | | |
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | |
| | |
Shareholder Fees
(fees paid directly from your investment)
|
| | |
Class A
|
| | ||||
| | | Shareholder Fees | | | | | | Non | e | | | |
| | |
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 | | | | | | 0.24 | % | | | |
| | | Acquired Fund Fees and Expenses | | | | | | 0.02 | % | | | |
| | | Total Annual Series Operating Expenses (a) | | | | | | 1.21 | % | | | |
| | | Less: Expense Reimbursement (b) | | | | | | (0.21) | % | | | |
| | |
Total Annual Series Operating Expenses After Expense Reimbursement
(a)(b)
|
| | | | | 1.00 | % | | | |
| | | | | | |
1 Year
|
| | |
3 Years
|
| | |
5 Years
|
| | |
10 Years
|
| | ||||||||||||
| | | Class A | | | |
$102
|
| | | | | $363 | | | | | | | $645 | | | | | | | $1,447 | | | | |||
| | |
Best Quarter:
|
| |
2Q/2009:
|
| |
17.78%
|
| |
Worst Quarter:
|
| |
4Q/2008:
|
| |
-20.13%
|
| |
Year to date (3/31/17):
|
| |
5.10%
|
| |
| | |
Average Annual Total Returns
(for the periods ended 12/31/16)
|
| | |
1 Year
|
| | |
5 Years
|
| | |
10 Years
|
| | ||||||||||||
| | | Class A | | | | | | 9.41 | % | | | | | | | 10.58 | % | | | | | | | 4.63 | % | | | |
| | | S&P 500 ® Index (does not reflect fees or expenses) | | | | | | 11.96 | % | | | | | | | 14.66 | % | | | | | | | 6.95 | % | | | |
| | |
1
st
$250 million
|
| | |
$250+ million through $500 million
|
| | |
Over $500 million
|
| |
| | |
0.70%
|
| | |
0.65%
|
| | |
0.60%
|
| |
| | | |
1/1/16 to
12/31/16
|
| |
1/1/15 to
12/31/15
|
| |
1/1/14 to
12/31/14
|
| |
1/1/13 to
12/31/13
|
| |
1/1/12 to
12/31/12
|
| |||||||||||||||
| Net Asset Value, Beginning of Period | | | | $ | 13.67 | | | | | | 16.91 | | | | | | 17.23 | | | | | | 14.23 | | | | | | 12.51 | | |
|
Net Investment Income (Loss)
(1)
|
| | | | 0.25 | | | | | | 0.13 | | | | | | 0.16 | | | | | | 0.11 | | | | | | 0.12 | | |
|
Net Realized and Unrealized Gain (Loss)
|
| | | | 1.01 | | | | | | (1.55 ) | | | | | | 1.51 | | | | | | 4.39 | | | | | | 1.73 | | |
|
Total from Investment Operations
|
| | | | 1.26 | | | | | | (1.42 ) | | | | | | 1.67 | | | | | | 4.50 | | | | | | 1.85 | | |
|
Dividends from Net Investment Income
|
| | | | (0.18 ) | | | | | | (0.14 ) | | | | | | (0.17 ) | | | | | | (0.14 ) | | | | | | (0.13 ) | | |
|
Distributions from Net Realized Gains
|
| | | | (2.78 ) | | | | | | (1.68 ) | | | | | | (1.82 ) | | | | | | (1.36 ) | | | | | | — | | |
|
Total Distributions
|
| | | | (2.96 ) | | | | | | (1.82 ) | | | | | | (1.99 ) | | | | | | (1.50 ) | | | | | | (0.13 ) | | |
|
Change in Net Asset Value
|
| | | | (1.70 ) | | | | | | (3.24 ) | | | | | | (0.32 ) | | | | | | 3.00 | | | | | | 1.72 | | |
|
Net Asset Value, End of Period
|
| | | $ | 11.97 | | | | | | 13.67 | | | | | | 16.91 | | | | | | 17.23 | | | | | | 14.23 | | |
| Total Return (2) | | | | | 9.41 % (7) | | | | | | (8.91 ) | | | | | | 9.64 | | | | | | 31.81 | | | | | | 14.77 | | |
|
Net Assets, End of Period (in thousands)
|
| | | $ | 104,587 | | | | | | 109,913 | | | | | | 139,122 | | | | | | 150,383 | | | | | | 137,385 | | |
|
Ratio of Net Operating Expenses to Average Net Assets
(3)
|
| | | | 0.99 | % (5)(6)(7) | | | | 0.99 (5 )(6) | | | | | | 0.98 | | | | | | 0.98 | | | | | | 0.91 (4 ) | | | |
|
Ratio of Gross Operating Expenses to Average Net Assets
(before waivers and reimbursements) (3) |
| | | | 1.20 % | | | | | | 1.23 | | | | | | 1.20 | | | | | | 1.14 | | | | | | 1.14 | | |
|
Ratio of Net Investment Income to Average Net Assets
|
| | | | 1.41 % (7) | | | | | | 0.83 | | | | | | 0.91 | | | | | | 0.84 | | | | | | 0.83 | | |
| Portfolio Turnover Rate | | | | | 241 % (8) | | | | | | 94 | | | | | | 53 | | | | | | 54 | | | | | | 73 | | |
| | Virtus Variable Insurance Trust (VVIT) | | | | |
| | Investment Company Act File No. 811-04642 | | |
5-17
|
|
| | 8503 | | | | |
| |
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.
|
| | |
May 1, 2017
|
|
| |
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.
|
| | |
Not FDIC Insured
No Bank Guarantee
May Lose Value
|
|
| | Fund Summary | | | | |
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | | ||
| | | | |
| | |
Shareholder Fees
(fees paid directly from your investment)
|
| | |
Class A
|
| | ||||
| | | Shareholder Fees | | | | | | Non | e | | | |
| | |
Annual Series Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment.)
|
| | |
Class A
|
| | ||||
| | | Management Fees (a) | | | | | | 0.55 | % | | | |
| | | Distribution and/or Service (12b-1) Fees | | | | | | 0.25 | % | | | |
| | | Other Expenses | | | | | | 0.25 | % | | | |
| | | Acquired Fund Fees and Expenses | | | | | | 0.01 | % | | | |
| | | Total Annual Series Operating Expenses (b) | | | | | | 1.06 | % | | | |
| | | Less: Expense Reimbursement (c) | | | | | | (0.07) | % | | | |
| | |
Total Annual Series Operating Expenses After Expense Reimbursement
(b)
(c)
|
| | | | | 0.99 | % | | | |
| | | | | | |
1 Year
|
| | |
3 Years
|
| | |
5 Years
|
| | |
10 Years
|
| | ||||||||||||
| | | Class A | | | |
$101
|
| | | | | $330 | | | | | | | $578 | | | | | | | $1,288 | | | | |||
| | |
Best Quarter:
|
| |
2Q/2009:
|
| |
13.28%
|
| |
Worst Quarter:
|
| |
4Q/2008:
|
| |
-14.29%
|
| |
Year to date (3/31/17):
|
| |
5.88%
|
| |
| | |
Average Annual Total Returns
(for the periods ended 12/31/16)
|
| | |
1 Year
|
| | |
5 Years
|
| | |
10 Years
|
| | ||||||||||||
| | | Class A | | | | | | 0.82 | % | | | | | | | 6.54 | % | | | | | | | 4.53 | % | | | |
| | | Russell 1000 ® Growth Index (does not reflect fees or expenses) | | | | | | 7.08 | % | | | | | | | 14.50 | % | | | | | | | 8.33 | % | | | |
| | | Bloomberg Barclays U.S. Aggregate Bond Index (does not reflect fees or expenses) | | | | | | 2.65 | % | | | | | | | 2.23 | % | | | | | | | 4.35 | % | | | |
| | |
Composite: 45% Russell 1000
®
Growth Index/15% MSCI EAFE
®
Index/40% Bloomberg
Barclays U.S. Aggregate Bond Index (does not reflect fees or expenses) |
| | | | | 6.23 | % | | | | | | | 9.27 | % | | | | | | | 6.01 | % | | | |
| | |
1
st
$250 million
|
| | |
$250+ million through $500 million
|
| | |
Over $500 million
|
| |
| | |
0.55%
|
| | |
0.50%
|
| | |
0.45%
|
| |
| | | |
1/1/16 to
12/31/16
|
| |
1/1/15 to
12/31/15
|
| |
1/1/14 to
12/31/14
|
| |
1/1/13 to
12/31/13
|
| |
1/1/12 to
12/31/12
|
| |||||||||||||||
| Net Asset Value, Beginning of Period | | | | $ | 12.34 | | | | | | 14.30 | | | | | | 14.41 | | | | | | 13.48 | | | | | | 12.17 | | |
|
Net Investment Income (Loss)
(1)
|
| | | | 0.24 | | | | | | 0.25 | | | | | | 0.28 | | | | | | 0.27 | | | | | | 0.29 | | |
|
Net Realized and Unrealized Gain (Loss)
|
| | | | (0.14 ) | | | | | | (0.98 ) | | | | | | 0.80 | | | | | | 2.13 | | | | | | 1.33 | | |
|
Total from Investment Operations
|
| | | | 0.10 | | | | | | (0.73 ) | | | | | | 1.08 | | | | | | 2.40 | | | | | | 1.62 | | |
|
Dividends from Net Investment Income
|
| | | | (0.21 ) | | | | | | (0.24 ) | | | | | | (0.32 ) | | | | | | (0.29 ) | | | | | | (0.31 ) | | |
|
Distributions from Net Realized Gains
|
| | | | (1.35 ) | | | | | | (0.99 ) | | | | | | (0.87 ) | | | | | | (1.18 ) | | | | | | — | | |
|
Total Distributions
|
| | | | (1.56 ) | | | | | | (1.23 ) | | | | | | (1.19 ) | | | | | | (1.47 ) | | | | | | (0.31 ) | | |
|
Change in Net Asset Value
|
| | | | (1.46 ) | | | | | | (1.96 ) | | | | | | (0.11 ) | | | | | | 0.93 | | | | | | 1.31 | | |
|
Net Asset Value, End of Period
|
| | | $ | 10.88 | | | | | | 12.34 | | | | | | 14.30 | | | | | | 14.41 | | | | | | 13.48 | | |
| Total Return (2) | | | | | 0.82 % (7) | | | | | | (5.38 ) | | | | | | 7.51 | | | | | | 17.99 | | | | | | 13.42 | | |
|
Net Assets, End of Period (in thousands)
|
| | | $ | 93,276 | | | | | | 106,825 | | | | | | 129,473 | | | | | | 137,453 | | | | | | 135,046 | | |
|
Ratio of Net Operating Expenses to Average Net Assets
(3)
|
| | | | 0.99 | % (5)(6)(7) | | | | 0.99 (5 )(6) | | | | | | 0.98 | | | | | | 0.98 | | | | | | 0.87 (4 ) | | | |
|
Ratio of Gross Operating Expenses to Average Net Assets
(before Waivers and Reimbursements) (3) |
| | | | 1.09 % | | | | | | 1.13 | | | | | | 1.11 | | | | | | 1.06 | | | | | | 1.05 | | |
|
Ratio of Net Investment Income to Average Net Assets
|
| | | | 1.96 % (7) | | | | | | 1.79 | | | | | | 1.89 | | | | | | 1.88 | | | | | | 2.18 | | |
| Portfolio Turnover Rate | | | | | 114 % | | | | | | 75 | | | | | | 47 | | | | | | 49 | | | | | | 72 | | |
| | Virtus Variable Insurance Trust (VVIT) | | | | |
| | Investment Company Act File No. 811-04642 | | |
5-17
|
|
| | 8507 | | | | |
| | |
|
SERIES
|
|
| Virtus Duff & Phelps International Series | |
| Virtus Duff & Phelps Real Estate Securities Series | |
| Virtus Equity Trend Series | |
| Virtus KAR Capital Growth Series | |
| Virtus KAR Small-Cap Growth Series | |
| Virtus KAR Small-Cap Value Series | |
| Virtus Newfleet Multi-Sector Intermediate Bond Series | |
| Virtus Rampart Enhanced Core Equity Series | |
| Virtus Strategic Allocation Series | |
| | | |
Page
|
| |||
| Glossary | | | | | 3 | | |
| | | | | 6 | | | |
| | | | | 11 | | | |
| | | | | 61 | | | |
| | | | | 63 | | | |
| | | | | 74 | | | |
| | | | | 74 | | | |
| | | | | 79 | | | |
| | | | | 81 | | | |
| | | | | 83 | | | |
| | | | | 85 | | | |
| | | | | 87 | | | |
| | | | | 90 | | | |
| | | | | 90 | | | |
| | | | | 91 | | | |
|
Appendix B — Control Persons and Principal Shareholders
|
| | | | 93 | | |
| | 1933 Act | | | The Securities Act of 1933, as amended | |
| | 1940 Act | | | The Investment Company Act of 1940, as amended | |
| | 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 | |
| | Administrator | | | The Trust’s administrative agent, Virtus Fund Services, LLC | |
| | ADRs | | | American Depositary Receipts | |
| | ADSs | | | American Depositary Shares | |
| | Adviser | | | The investment adviser to the Series, Virtus Investment Advisers, Inc. | |
| | BNY Mellon | | | BNY Mellon Investment Servicing (US) Inc., the subadministrative and accounting agent for the Series as well as the transfer agent for the Series | |
| | Board | | | The Board of Trustees of Virtus Variable Insurance Trust (also referred to herein as the “Trustees”) | |
| | 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 | |
| | 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 | |
| | Duff & Phelps | | | Duff & Phelps Investment Management Co., subadviser to the Duff & Phelps International Series, Duff & Phelps Real Estate Securities Series and Strategic Allocation Series (international equity portion) | |
| | Duff & Phelps International Series | | | Virtus Duff & Phelps International Series | |
| | Duff & Phelps Real Estate Securities Series | | | Virtus Duff & Phelps Real Estate Securities Series | |
| | EDRs | | | European Depositary Receipts (another name for CDRs) | |
| | Equity Trend Series | | | Virtus Equity Trend Series | |
| | ETFs | | | Exchange-traded Funds | |
| | FHFA | | | Federal Housing Finance Agency, an independent Federal agency that regulates FNMA, FHLMC 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 | |
| | 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 | |
| | 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 | |
| | GICs | | | Guaranteed Investment Contracts | |
| | 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 | |
| | IMF | | | International Monetary Fund, an international organization seeking to promote international economic cooperation, international trade, employment and exchange rate stability, among other things | |
| | Independent Trustees | | | Trustees who are not “interested persons” of the Trust, as that term is defined in the 1940 Act. | |
| | 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 | |
| | JPMorgan | | | JPMorgan Chase Bank, N.A. | |
| | KAR | | | Kayne Anderson Rudnick Investment Management LLC, subadviser to the KAR Capital Growth Series, KAR Small-Cap Growth Series, KAR Small-Cap Value Series and the Strategic Allocation Series (domestic equity portion) | |
| | KAR Capital Growth Series | | | Virtus KAR Capital Growth Series | |
| | KAR Small-Cap Growth Series | | | Virtus KAR Small-Cap Growth Series | |
| | KAR Small-Cap Value Series | | | Virtus KAR 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 | |
| | Moody’s | | | Moody’s Investors Service, Inc. | |
| | NAV | | | Net Asset Value, which is the per-share price of a Series | |
| | Newfleet | | | Newfleet Asset Management, LLC, subadviser to the Newfleet Multi-Sector Intermediate Bond Series and Strategic Allocation Series (fixed income portion) | |
| | Newfleet Multi-Sector Intermediate Bond Series | | | Virtus Newfleet Multi-Sector Intermediate Bond Series | |
| | NYSE | | | New York Stock Exchange | |
| | OCC | | | Options Clearing Corporation, the world’s 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 | |
| | Prospectuses | | | The prospectuses for the Series, as amended from time to time | |
| | Rampart | | | Rampart Investment Management Company, LLC, subadviser to the Rampart Enhanced Core Equity Series | |
| | Rampart Enhanced Core Equity Series | | | Virtus Rampart Enhanced Core Equity Series | |
| | Regulations | | | The Treasury Regulations promulgated under the Internal Revenue Code of 1986, as amended | |
| | RIC | | | Regulated Investment Company, a designation under the Code indicating a U.S.-registered investment company meeting the specifications under the Code allowing the investment company to be exempt from paying U.S. federal income taxes | |
| | S&P | | | Standard & Poor’s Corporation | |
| | S&P 500 ® Index | | | The Standard & Poor’s 500 ® Index, which is a free-float market capitalization-weighted index of 500 of the largest U.S. companies, calculated on a total return basis with dividends reinvested | |
| | SAI | | | This Statement of Additional Information | |
| | Series | | | The series of the Trust discussed in this SAI | |
| | SIFMA | | | Securities Industry and Financial Markets Association (formerly, the Bond Market Association), a financial industry trade group consisting of broker-dealers and asset managers across the United States | |
| | SMBS | | | Stripped Mortgage-backed Securities | |
| | Strategic Allocation Series | | | Virtus Strategic Allocation Series | |
| | Transfer Agent | | | The Trust’s transfer agent, BNY Mellon Investment Servicing (U.S.) Inc. | |
| | Trust | | | Virtus Variable Insurance Trust | |
| | VIA | | | Virtus Investment Advisers, Inc. | |
| | Virtus | | | Virtus Investment Partners, Inc., which is the parent company of the Adviser, the Distributor, the Administrator, Duff & Phelps, KAR, Newfleet and Rampart. | |
| | Virtus Fund Services | | | Virtus Fund Services, LLC | |
| | Virtus Mutual Funds | | | The family of funds consisting of the Series, the series of Virtus Alternative Solutions Trust, the series of Virtus Equity Trust, the series of Virtus Opportunities Trust and the series of Virtus Retirement Trust. | |
| | VP Distributors | | | VP Distributors, LLC | |
| | World Bank | | | International Bank for Reconstruction and Development, an international financial institution that provides loans to developing countries for capital programs | |
| | |
Series
|
| | |
Investment Objective(s)
|
| |
| | | Duff & Phelps International Series | | | | To provide high total return consistent with reasonable risk. | | |
| | | Duff & Phelps Real Estate Securities Series | | | | To provide capital appreciation and income with approximately equal emphasis. | | |
| | | Equity Trend Series | | | | To provide long-term capital appreciation. | | |
| | | KAR Capital Growth Series | | | | To provide long-term growth of capital. | | |
| | | KAR Small-Cap Growth Series | | | | To provide long-term capital growth. | | |
| | | KAR Small-Cap Value Series | | | | To provide long-term capital appreciation. | | |
| | | Newfleet Multi-Sector Intermediate Bond Series | | | | To provide long-term total return. | | |
| | | Rampart Enhanced Core Equity Series | | | | To provide capital appreciation and current income. | | |
| | | Strategic Allocation Series | | | | To provide high total return over an extended period of time consistent with prudent investment risk. | | |
| | |
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 | | | | Duff & Phelps | | | | Daily, with no delay | | |
| | | | | | | KAR | | | | Daily, with no delay | | |
| | | | | | |
Newfleet
Rampart
|
| | |
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 | | |
| | | Reconciliation Services for Subadvisers (KAR) (KAR Capital Growth Series, KAR Small-Cap Growth Series, KAR Small-Cap Value Series) | | | | Fiserve, Inc. | | | | Daily, with no delay | | |
| | | Sub-financial Agent | | | | BNY Mellon | | | | Daily, with no delay | | |
| | | Independent Registered Public Accounting Firm | | | | PricewaterhouseCoopers LLP | | | | Annual Reporting Period, within 5 business days of the end of reporting period | | |
| | | Performance Analytics Firm | | | | FactSet Research Systems, Inc. | | | | Daily, with no delay | | |
| | | Typesetting and Printing Firm for Financial Reports | | | | RR Donnelley Financial | | | | Quarterly, within 15 days of end of reporting period | | |
| | | Proxy Voting Service | | | | International Shareholder Services | | | | Daily, weekly, monthly, quarterly depending on subadviser | | |
| | | Class Action Provider | | | | Battea-Class Action Services, LLC | | | | Daily, with no delay | | |
| | | Back-end Compliance Monitoring System | | | | Financial Tracking Technologies, LLC | | | | Daily, with no delay | | |
| | | 3rd Party Administrator for Duff & Phelps | | | | SS&C | | | | Daily, with no delay | | |
| | |
Type of Service Provider
|
| | |
Name of Service Provider
|
| | |
Timing of Release of Portfolio Holdings
Information |
| |
| | | Portfolio Redistribution Firms | | | | Bloomberg, Standard & Poor’s and Thompson Reuters | | | | Various frequencies depending on the series, which includes: Calendar quarter with a 30-day delay or fiscal quarter with a 60-day delay. | | |
| | | Rating Agencies | | | | Lipper Inc. and Morningstar | | | | Various frequencies depending on the series, which includes: Calendar quarter with a 30-day delay or fiscal quarter with a 60-day delay. | | |
| | |
Type of Service Provider
|
| | |
Name of Service Provider
|
| | |
Timing of Release of Portfolio Holdings
Information |
| |
| | | Virtus Public Web site | | | | Virtus Investment Partners, Inc. | | | | Various frequencies depending on the series, which includes: Calendar quarter with a 30-day delay or fiscal quarter with a 60-day delay. | | |
|
Investment Technique
|
| |
Description and Risks
|
| |
Series-Specific
Limitations |
|
|
Debt Investing
|
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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 security’s maturity. Some debt securities, such as zero-coupon securities (discussed below), do not pay interest but may be 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
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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 may 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 fluctuation in value than 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 often rank senior to common stock in a corporation’s capital structure and, therefore, are often viewed as entailing less risk than the corporation’s 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
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| | 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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convertible securities are often viewed by the issuer as future common stock, they are often subordinated to other senior securities and therefore are rated one category lower than the issuer’s nonconvertible 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 Fixed Income Securities (“Junk Bonds”) 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
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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’ subadviser’s 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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Dollar-denominated Foreign Debt Securities (“Yankee Bonds”)
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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 issuer’s 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
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Duration is a time measure of a bond’s interest-rate sensitivity, based on the weighted average of the time periods over which a bond’s cash flows accrue to the bondholder. Time periods are weighted by multiplying by the present value of its cash flow divided by the bond’s price. (A bond’s cash flows consist of coupon payments and repayment of capital.) A bond’s 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 ("Junk Bonds")
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Investments in securities rated “BB” or below by S&P or Fitch, or “Ba” or below by Moody’s 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 issuer’s 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 issuer’s ability to service its debt obligations may also be adversely affected by specific corporate developments, the issuer’s inability to meet specific projected business forecasts or the unavailability of additional financing. The risk of loss due to default by an issuer of low-rated securities is generally considered to be significantly greater than issuers of higher-rated securities because such securities are usually 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 often 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
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| | The Newfleet Multi-Sector Intermediate Bond 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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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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Interest Rate Environment Risk
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In the wake of the financial crisis that began in 2007, the Federal Reserve System attempted to stabilize the U.S. economy and support the U.S. economic recovery by keeping the federal funds rate at or near zero percent. In addition, the Federal Reserve has purchased large quantities of securities issued or guaranteed by the U.S. government, its agencies or instrumentalities on the open market (the “quantitative easing program”). The Federal Reserve has since increased the federal funds rate as of December 2015, however, the United States continues to experience historically low interest rate levels. A low interest rate environment may have an adverse impact on each Series' ability to provide a positive yield to its shareholders and pay expenses out of Series assets because of the low yields from the Series' portfolio investments.
However, continued economic recovery and the cessation of the quantitative easing program increase the risk that interest rates will rise in the near future and that the Series will face a heightened level of interest rate risk. Federal Reserve policy changes may expose fixed-income and related markets to heightened volatility and may reduce liquidity for certain Series investments, which could cause the value of a Series' investments and a Series' share price to decline or create difficulties for the Series in disposing of investments. A Series that invests in derivatives tied to fixed-income markets may be more substantially exposed to these risks than a Series that does not invest in derivatives. A Series could also be forced to liquidate its investments at disadvantageous times or prices, thereby adversely affecting the Series. To the extent a Series experiences high redemptions because of these policy changes, the Series may experience increased portfolio turnover, which will increase the costs that the Series incurs and lower the Series' performance.
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Inverse Floating Rate Obligations
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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 security’s yield, it may also increase the volatility of the security’s 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
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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
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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 borrower’s 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.
There is typically a limited amount of public information available about loans because loans normally are not registered with the SEC or any state securities commission or listed on any securities exchange. Certain of the loans in which a Series may invest may not be considered “securities,” and therefore the Series may not be entitled to rely on the anti-fraud protections of the federal securities laws with respect to those loans in the event of fraud or misrepresentation by a borrower. A Series may come into possession of material, non-public information about a borrower as a result of the Series' ownership of a loan or other floating-rate instrument of the borrower. Because of prohibitions on trading in securities of issuers while in possession of material, non-public information, the Series might be unable to enter into a transaction in a publicly-traded security of the borrower when it would otherwise be advantageous to do so.
Loans trade in an unregulated inter-dealer or inter-bank secondary market. Purchases and sales of loans are generally subject to contractual restrictions that must be satisfied before a loan can be bought or sold. These restrictions may (i) impede the Series’ ability to buy or sell loans; (ii) negatively affect the transaction price; (iii) affect the counterparty credit risk borne by the Series; (iv) impede the Series' ability to timely vote or otherwise act with respect to loans; and (v) expose the Series to adverse tax or regulatory consequences.
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 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 Moody’s or S&P. For the purposes of diversification and/or concentration
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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
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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 Moody’s and S&P represent their opinions as to the quality of municipal securities which they undertake to rate. Ratings are not absolute standards of 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
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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
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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 issuer’s 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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| 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 facility’s 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 issuer’s 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 state’s ability (without obligation) to make up deficiencies in the debt service reserve fund.
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Municipal Leases
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Each 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 municipality’s taxing power is pledged, a lease obligation may be backed by the municipality’s covenant to
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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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Municipal Notes
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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
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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
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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
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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 deem the Series an “insider” of the issuer for purposes of the Federal securities laws and expose the Series to material non-public information of the issuer, 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
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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 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
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The rating or quality of a debt security refers to a rating agency's assessment of the issuer’s 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 Moody’s, 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 purchases 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 Moody’s 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 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
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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 higher degree of risk than developed markets, 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 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 debtor’s 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
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debt service burden to the economy as a whole, the sovereign debtor’s 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 debtor’s implementation of economic reforms or economic performance and the timely service of the debtor’s obligations. The sovereign debtor’s 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 debtor’s 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 issuer’s obligations or in otherwise enforcing their rights thereunder.
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Brady Bonds
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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 nation’s 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.
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
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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
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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
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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
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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 security’s liquidity.
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Variable and Floating Rate Obligations
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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 security’s price sensitivity to changes in interest rates. These securities may 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.
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 other 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
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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 issuer’s 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
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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 bond’s having no stated interest rate, in which case the bond pays only principal at maturity and is normally 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 bond’s 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
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Each 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. Each 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.
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Each Series may use derivative instruments for hedging (to offset risks associated with an investment, currency exposure, or market conditions) or in pursuit of its investment objective(s) (to seek to enhance returns). When a Series invests in a derivative, the risks of loss of that derivative may be greater than the derivative’s cost. No Series may use any derivative to gain exposure to an asset or class of assets that it would be prohibited by its investment restrictions from purchasing directly. In addition to other considerations, a Series’ ability to use derivative instruments may be limited by tax considerations. (See “Dividends, Distributions and Taxes” in this SAI.)
Investments in derivatives may subject a Series to special risks in addition to normal market fluctuations and other risks inherent in investment in securities. For example, a percentage of the Series’ assets may be segregated to cover its obligations with respect to the derivative investment, which may make it more difficult for the Series’ subadviser to meet redemption requests or other short-term obligations.
Investments in derivatives in general are also 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
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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, except as otherwise noted below 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 CFTC’s 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
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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.
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Credit linked notes also may not be liquid and may be subject to currency and interest rate risks as well.
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Equity-linked Derivatives
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Each Series may invest in equity-linked derivative products the performance of which is designed to correspond generally to the performance of a specified stock index or "basket" of stocks, or to a single stock. Investments in equity-linked derivatives involve the same risks associated with a direct investment in the types of securities 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 securities purchased to replicate a particular investment or that such basket will replicate the investment.
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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Eurodollar Instruments
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The Series may invest in Eurodollar instruments. Eurodollar instruments are dollar-denominated certificates of deposit and time deposits issued outside the U.S. capital markets by foreign branches of U.S. banks and by foreign banks. 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 instruments to hedge against changes in interest rates or to enhance returns.
Eurodollar obligations are subject to the same risks that pertain to domestic issuers, most notably income risk (and, to a lesser extent, credit risk, market risk, and liquidity risk). Additionally, Eurodollar obligations are subject to certain sovereign risks. One such risk is the possibility that a sovereign country might prevent capital, in the form of dollars, from flowing across its borders. Other risks include adverse political and economic developments, the extent and quality of government regulation of financial markets and institutions, the imposition of foreign withholding taxes, and expropriation or nationalization of foreign issuers. However, Eurodollar obligations will undergo the same type of credit analysis as domestic issuers in which a Series invests.
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Foreign Currency Forward Contracts, Futures and Options
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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’ subadviser’s 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’ subadviser’s 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.
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 certain 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 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.
Hedging transactions 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
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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 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
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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
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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
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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 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 net amount of the Series’ obligation. For foreign currency futures transactions, the prescribed amount will generally be the daily value of the futures contract, marked to market.
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
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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 other referenced currency. 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 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
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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 two specified currencies 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 may be used to reduce the currency 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
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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 could be considerably in excess of the price that a commercial user of foreign currencies might pay in the interbank market for a comparable option involving 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
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Performance indexed paper is commercial paper the yield of which is linked to certain currency 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 designated currencies as of or about the time (generally, the index maturity two days prior to maturity). The yield to 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 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”)
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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 particular currencies at or about that time. The return on “standard” principal exchange rate linked securities is enhanced if the currency to which the security is linked appreciates against the base currency, and is adversely affected by increases in the exchange value of the base currency. “Reverse” PERLS are like the “standard” securities, except that their return is enhanced by increases in the value of the base currency and adversely impacted by increases in the value of other currency. Interest payments on the securities are generally made at rates that reflect the degree of 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 currency exchange risk, or relatively lower interest rates if the issuer has assumed some of the currency 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
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Each Series may use interest rate, foreign currency, dividend, volatility or index futures contracts. An interest rate, foreign currency, dividend, 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, dividend basket 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 and volatility 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. Volatility futures also are traded on foreign exchanges such as Eurex. Dividend futures are also traded on foreign exchanges such as Eurex, NYSE Euronext Liffe, London Stock Exchange and the Singapore International Monetary Exchange.
A Series may purchase and write call and put options on futures. Futures options possess many of the same characteristics as options on securities and indexes discussed above. A futures option gives the holder the right, in return for the premium paid, to assume a long position (call) or short position (put) in a futures contract at a specified exercise price at any time during the period of option. Upon exercise of a call option, the holder acquires a long position in the futures contract and the writer is assigned the opposite short position. In the case of a put option, the opposite is true.
Except as otherwise described in this SAI, the Series will limit their use of futures contracts and futures options to hedging transactions and in an attempt to increase total return, in accordance with federal regulations. The costs of, and possible losses incurred from, futures contracts and options thereon may reduce the Series’ current income and involve a loss of principal. Any incremental return earned by the Series resulting from these transactions would be expected to offset anticipated losses or a portion thereof.
The Series will only enter into futures contracts and futures options which are standardized and traded on a U.S. or foreign exchange, board of trade, or similar entity, or quoted on an automated quotation system.
When a purchase or sale of a futures contract is made by a Series, the Series is required to deposit with its custodian (or broker, if legally permitted) a specified amount of cash or U.S. Government securities (“initial margin”). The margin required for a futures contract is set by the exchange on which the contract is traded and may be modified during the term of the contract. The initial margin is in the nature of a performance bond or good faith deposit on the futures contract which is returned to the Series upon termination of the contract, assuming all contractual obligations have been satisfied. The Series expect to earn interest income on their initial margin deposits. A futures contract held by a Series is valued daily at the official settlement price of the exchange on which it is traded. Each day the Series pays or receives cash, called “variation margin,” equal to the daily change in value of the futures contract. This process is known as “marking to market.”
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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 hedger’s 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 may also depend 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 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.
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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
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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 less than the original maturity of the mortgage pools underlying the securities as a result of mortgage prepayments, where applicable. For this and other reasons, an asset-backed security’s stated maturity may be different, and the security’s 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. Mortgage prepayments are affected by the level of interest rates and other factors, including general economic conditions and the underlying location and age of the mortgage. In periods of rising interest rates, the prepayment rate tends to decrease, lengthening the average life of a pool of mortgage-related securities. The longer the remaining maturity of a security the greater the effect of interest rate changes will be. Changes in the ability of an issuer to make payments of interest and principal and in the market’s perception of its creditworthiness also affect the market value of that issuer’s debt securities.
In periods of falling interest rates, the prepayment rate tends to increase, shortening the average life of a pool. Because prepayments of principal generally occur when interest rates are declining, it is likely that the Series, to the extent that it retains the same percentage of debt securities, may have to reinvest the proceeds of prepayments at lower interest rates than those of its previous investments. If this occurs, that Series’ yield will correspondingly decline. Thus, mortgage-related securities may have less potential for capital appreciation in periods of falling interest rates than other fixed income securities of comparable duration, although they may have a comparable risk of decline in market value in periods of rising interest rates. To the extent that the Series purchases mortgage-related securities at a premium, unscheduled prepayments, which are made at par, result in a loss equal to any unamortized premium.
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Duration is one of the fundamental tools used by a Series' subadviser in managing interest rate risks including prepayment risks. Traditionally, a debt security’s “term to maturity” characterizes a security’s sensitivity to changes in interest rates. “Term to maturity,” however, measures only the time until a debt security provides its final payment, taking no account of prematurity payments. Most debt securities provide interest (“coupon”) payments in addition to a final (“par”) payment at maturity, and some securities have call provisions allowing the issuer to repay the instrument in full before maturity date, each of which affect the security’s response to interest rate changes. “Duration” therefore is generally considered a more precise measure of interest rate risk than “term to maturity.” Determining duration may involve a subadviser’s estimates of future economic parameters, which may vary from actual future values. Generally, fixed income securities with longer effective durations are more responsive to interest rate fluctuations than those with shorter effective durations. For example, if interest rates rise by 1%, the value of securities having an effective duration of three years will generally decrease by approximately 3%.
Descriptions of some of the different types of mortgage-related and other asset-backed securities most commonly acquired by the Series are provided below. In addition to those shown, other types of mortgage-related and asset-backed investments are, or may become, available for investment by the Series.
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Collateralized Mortgage Obligations (“CMOs”)
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CMOs are hybrid instruments with characteristics of both mortgage-backed and mortgage pass-through securities. Interest and prepaid principal on a CMO are paid, in most cases, monthly. 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. The amount of principal payable on each monthly payment date is determined in accordance with FHLMC’s 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 FHLMC’s 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 FHLMC’s 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
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prepayments) on the mortgage loans during any semiannual payment period is not sufficient to meet FHLMC’s 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
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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 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
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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 U.S. 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 conventional (i.e., not insured or guaranteed by any government agency) residential
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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 FHLMC’s 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 a 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, and other asset-backed 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 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.
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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 FNMA’s or FHLMC’s 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
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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; 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 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”)
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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
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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
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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, volatility, credit default, 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.
To the extent required to comply with SEC Release No. IC-10666, 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.
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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 Newfleet Multi-Sector Intermediate Bond Series may only purchase a call option to terminate a previously written call option.
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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 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 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 market value of the security or index on which the option is written. For options transactions, the prescribed amount will generally be the market value of the underlying instrument but will not be less than the exercise price.
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 more complex and potentially 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, volatility, credit default and options markets that could result in an imperfect correlation among these markets, causing a given
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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 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
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Each Series may enter into options on indexes or options on 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
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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
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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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Swaptions
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A Series may enter into swaption contracts, which give the right, but not the obligation, to buy or sell an underlying asset or instrument at a specified strike price on or before a specified date. Over-the-counter swaptions, although providing greater flexibility, may involve greater credit risk than exchange-traded options as they are not backed by the clearing organization of the exchanges where they are traded, and as such, there is a risk that the seller will not settle as agreed. A Series’ financial liability associated with swaptions is linked to the marked-to-market value of the notional underlying investments. Purchased swaption contracts are exposed to a maximum loss equal to the price paid for the option/swaption (the premium) and no further liability. Written swaptions, however, give the right of potential exercise to a third party, and the maximum loss to the Series in the case of an uncovered swaption is unlimited.
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Swap Agreements
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Each Series may enter into swap agreements on, among other things, interest rates, indices, securities and currency exchange rates. A Series' subadviser may use swaps in an attempt to obtain for the Series 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 typically 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’ obligations under a swap agreement will be accrued daily on the Series' accounting records (offset against any amounts owing to
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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 rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act to create a new, comprehensive regulatory framework for swap transactions. 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 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 implementation of the new regulations and to assess their impact on the Series.
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Credit Default Swap Agreements
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Each Series may enter into credit default swap agreements. A credit default swap is a bilateral financial contract in which one party (the protection buyer) pays a periodic fee in return for a contingent payment by the protection seller following a credit event of a reference issuer. The protection buyer must either sell particular obligations issued by the reference issuer for its par value (or some other designated reference or strike price) when a credit event occurs or receive a cash settlement based on the difference between the market price and such reference price. A credit event is commonly defined as bankruptcy, insolvency, receivership, material adverse restructuring of debt, or failure to meet payment obligations when due. 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
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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 periodic fee throughout the term of the contract, 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.
As with other swaps, when a Series enters into a credit default swap agreement, to the extent required by applicable law and regulation the 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 Series’ net exposure under the swap (the “Segregated Assets”). Generally, the minimum cover amount for a swap agreement is the amount owed by the Series, if any, on a daily mark-to-market basis. With respect to swap contracts that provide for the netting of payments, the net amount of the excess, if any, of the Series’ obligations over its entitlements with respect to each swap contract will be accrued on a daily basis and an amount of Segregated Assets having an aggregate market value at least equal to the accrued excess will be maintained to cover the transactions in accordance with SEC positions. With respect to swap contracts that do not provide for the netting of payments by the counterparties, the full notional amount for which the Series is obligated under the swap contract with respect to each swap contract will be accrued on a daily basis and an amount of Segregated Assets having an aggregate market value at least equal to the accrued full notional value will be maintained to cover the transactions in accordance with SEC positions. When the Series sells protection on an individual credit default swap, upon a credit event, the Series may be obligated to pay the cash equivalent value of the asset. Therefore, the cover amount will be the notional value of the underlying credit. With regard to selling protection on an index (CDX), as a practical matter, the Series would not be required to pay the full notional amount of the index; therefore, only the amount owed by the Series, if any, on a daily mark-to-market basis is required as cover.
Credit default swaps involve greater risks than if the Series 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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Dividend Swap Agreements
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A dividend swap agreement is a financial instrument where two parties contract to exchange a set of future cash flows at set dates in the future. One party agrees to pay the other the future dividend flow on a stock or basket of stocks in an index, in return for which the other party gives the first call options. Dividend swaps generally are traded over the counter rather than on an exchange.
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Inflation Swap Agreements
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Inflation swap agreements are contracts in which one party agrees to pay the cumulative percentage increase in a price index (e.g., the Consumer Price Index with respect to CPI swaps) over the term of the swap (with some lag on the inflation index), while the other pays a compounded fixed rate. Inflation swap agreements may be used by a Series to hedge the inflation risk associated with non-inflation indexed investments, thereby creating “synthetic” inflation-indexed investments. One factor that may lead to changes in the values of inflation swap agreements is a change in real interest rates, which are tied to the relationship between nominal interest rates and the rate of
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inflation. If nominal interest rates increase at a faster rate than inflation, real interest rates may rise, which may lead to a decrease in value of an inflation swap agreement.
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Total Return Swap Agreements
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“Total return swap” is the generic name for any non-traditional swap where one party agrees to pay the other the “total return” of a defined underlying asset, usually in return for receiving a stream of cash flows based upon an agreed rate. A total return swap may be applied to any underlying asset but is most commonly used with equity indices, single stocks, bonds and defined portfolios of loans and mortgages. A total return swap is a mechanism for the user to accept the economic benefits of asset ownership without utilizing the balance sheet. The other leg of the swap, which is often LIBOR, is spread to reflect the non-balance sheet nature of the product. Total return swaps can be designed with any underlying asset agreed between the two parties. No notional amounts are exchanged with total return swaps.
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Variance and Correlation Swap Agreements
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Variance swap agreements are contracts in which two parties agree to exchange cash payments based on the difference between the stated level of variance and the actual variance realized on an underlying asset or index. “Actual variance” as used here is defined as the sum of the square of the returns on the reference asset or index (which in effect is a measure of its “volatility”) over the length of the contract term. In other words, the parties to a variance swap can be said to exchange actual volatility for a contractually stated rate of volatility. Correlation swap agreements are contracts in which two parties agree to exchange cash payments based on the differences between the stated and the actual correlation realized on the underlying equity securities within a given equity index. “Correlation” as used here is defined as the weighted average of the correlations between the daily returns of each pair of securities within a given equity index. If two assets are said to be closely correlated, it means that their daily returns vary in similar proportions or along similar trajectories. A Series may enter into variance or correlation swaps in an attempt to hedge equity market risk or adjust exposure to the equity markets.
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Equity Securities
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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 company’s 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 company’s 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 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
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lengthy period of time. The market value of all securities, including equity securities, is based upon the market’s perception of value and not necessarily the book value of an issuer or other objective measure of a company’s 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
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While small and medium-sized issuers in which a Series invests 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 solely 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
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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. Generally, 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
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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.
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investments in foreign countries, and potential restrictions on the flow of international capital. Foreign issuers may become subject to sanctions imposed by the United States or another country, which could result in the immediate freeze of the foreign issuers’ assets or securities. The imposition of such sanctions could impair the market value of the securities of such foreign issuers and limit a Series’ ability to buy, sell, receive or deliver the securities. 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 an eligible 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 reasonably necessary to effect the Trust’s 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
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settlement periods can be significantly longer than those in the United States.
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Depositary Receipts
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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 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 generally 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
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The Series may invest in countries or regions with relatively low gross national product per capita compared to the world’s 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
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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 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 market’s 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
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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. Further, 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 circumstances, however, such as where the Series’
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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
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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 company’s 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
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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
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currently owned or controlled by them or that privatization programs will be successful.
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Funding Agreements
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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
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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 company’s 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 company’s 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
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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 over-the-counter options, and repurchase agreements not entitling the holder to payment of principal in seven days. Such securities may offer higher yields than comparable publicly traded securities, and they also may incur higher risks.
Repurchase agreements, reverse repurchase agreements and time deposits that do not provide for payment to the Series within seven days after notice or which have a term greater than seven days are deemed illiquid securities for this purpose unless such securities are variable amount master demand notes with maturities of nine months or less or unless the Series’ subadviser has determined that an adequate trading market exists for such securities or that market quotations are readily available.
The Series may purchase Rule 144A securities sold to institutional investors without registration under the 1933 Act and commercial paper issued in reliance upon the exemption in Section 4(a)(2) of the 1933 Act, for which an institutional market has developed. Institutional investors depend on an efficient institutional market in which the unregistered security can be readily resold or on the issuer’s ability to honor a demand for repayment of the unregistered security.
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Although the securities described in this section generally will be considered illiquid, a security’s contractual or legal restrictions on resale to the general public or to certain institutions may not be indicative of the liquidity of the security and therefore these securities may be determined to be liquid in accordance with guidelines established by the Board. The Trustees have delegated to each Series’ subadviser the day-to-day determination of the liquidity of such securities in the respective Series’ portfolio, although they have retained oversight and ultimate responsibility for such determinations. Although no definite quality criteria are used, the Trustees have directed the subadvisers to consider such factors as (i) the nature of the market for a security (including the institutional private resale markets); (ii) the terms of these securities or other instruments allowing for the disposition to a third party or the issuer thereof (e.g. certain repurchase obligations and demand instruments); (iii) availability of market quotations; and (iv) other permissible factors. The Trustees monitor implementation of the guidelines on a periodic basis.
If illiquid securities exceed 15% of a Series’ net assets after the time of purchase, the Series will take steps to reduce in an orderly fashion its holdings of illiquid securities. Because illiquid securities may not be readily marketable, the relevant Series’ subadviser may not be able to dispose of them in a timely manner. As a result, the Series may be forced to hold illiquid securities while their price depreciates. Depreciation in the price of illiquid securities may cause the NAV of the Series holding them to decline. A security that is determined by a Series’ subadviser to be liquid may subsequently revert to being illiquid if not enough buyer interest exists.
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
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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
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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
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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 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.
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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 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 Rampart Enhanced Core Equity Series may not borrow money except from banks for temporary purposes.
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Mortgage “Dollar-Roll” Transactions
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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 forgoes 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.
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Investment Technique
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Description and Risks
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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’ subadviser’s 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
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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.
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.
Because reverse repurchase agreements are considered borrowing under the 1940 Act, 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, but such investments are still subject to the risks of leverage discussed above.
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Money Market Instruments
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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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Banker’s Acceptances
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A banker's 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
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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
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seven days are treated as illiquid securities if there is no readily available market for the securities.
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Commercial Paper
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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
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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.
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| | 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
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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
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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
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assert a claim against the United States if the agency or instrumentality does not meet its commitment.
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Mutual Fund Investing
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Each Series is authorized to invest in the securities of other investment companies subject to the limitations contained in the 1940 Act.
Investment companies in which the Series may invest may include ETFs. An ETF is an investment company classified as an open-end investment company or unit investment trust that is traded similarly to a publicly traded company. Most ETFs seek to achieve the same return as a particular market index. That type of ETF is similar to an index fund in that it will primarily invest in the securities of companies that are included in a selected market index. An index-based ETF will invest in all of the securities included in the index, a representative sample of the securities included in the index, or other investments expected to produce returns substantially similar to that of the index. Other types of ETFs include leveraged or inverse ETFs, which are ETFs that seek to achieve a daily return that is a multiple or an inverse multiple of the daily return of a securities index. An important characteristic of these ETFs is that they seek to achieve their stated objectives on a daily basis, and their performance over longer periods of time can differ significantly from the multiple or inverse multiple of the index performance over those longer periods of time. ETFs also include actively managed ETFs that pursue active management strategies and publish their portfolio holdings on a frequent basis.
In connection with the management of its daily cash positions, each Series may invest in securities issued by investment companies that invest in short-term debt securities (which may include municipal obligations that are exempt from Federal income taxes) and that seek to maintain a $1.00 NAV per share.
In certain countries, investments by the Series may only be made through investments in other investment companies that, in turn, are authorized to invest in the securities that are issued in such countries. (See “Foreign Investment Companies” under “Foreign Investing” in this section of the SAI.)
Under the 1940 Act, a Series generally may not own more than 3% of the outstanding voting stock of an investment company, invest more than 5% of its total assets in any one investment company, or invest more than 10% of its total assets in the securities of investment companies. In some instances, a Series may invest in an investment company in excess of these limits; for instance, with respect to investments in money market funds or investments made pursuant to exemptive rules adopted and/or orders granted by the SEC. The SEC has adopted exemptive rules to permit funds of funds to exceed these limits when complying with certain conditions, which differ depending upon whether the funds in which a fund of funds invests are affiliated or unaffiliated with the fund of funds. Many ETFs have obtained exemptive relief from the SEC to permit unaffiliated funds to invest in the ETF’s shares beyond the statutory limitations discussed above, subject to certain conditions. The Series may rely on these exemptive rules and/or orders to invest in afilliated or unaffiliated mutual funds and/or 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.
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
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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 company’s 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 company’s 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)
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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:
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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.
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Mortgage REITs, which invest the majority of their assets in real estate mortgages and derive their income primarily from interest payments.
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Hybrid REITs, which combine the characteristics of both equity REITs and mortgage REITs.
REITs are structured similarly to 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 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.
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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
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Each Series may enter into repurchase agreements by which the Series purchases portfolio securities subject to the seller’s 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 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.
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| | 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
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Subject to certain investment restrictions, each Series may, subject to the Trustees’ and Trust Treasurer’s 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.
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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.
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
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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.
When a Series sells securities short, to the extent required by applicable law and regulation the Series will “cover” the short sale, which generally means that the Series will segregate 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 market value of the securities sold short, reduced by any amount deposited as margin. Alternatively, the Series may “cover” a short sale by (a) owning the underlying securities, (b) owning securities currently convertible into the underlying securities at an exercise price equal to or less than the current market price of the underlying securities, or (c) owning a purchased call option on the
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underlying securities with an exercise price equal to or less than the price at which the underlying securities were sold short.
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Special Situations
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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 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
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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 Moody’s or S&P (i.e., rated at least A).
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Warrants or Rights to Purchase Securities
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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
|
| | Each of the Duff & Phelps International Series and the Rampart Enhanced Core Equity 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. | |
|
Investment Technique
|
| |
Description and Risks
|
| |
Series-Specific
Limitations |
|
| | | |
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.
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.
|
| | | |
|
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 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
|
| | | |
|
Investment Technique
|
| |
Description and Risks
|
| |
Series-Specific
Limitations |
|
| | | |
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 seller’s 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.
|
| | | |
| |
Duff & Phelps 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.)
|
|
| | Duff & Phelps 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 & Poor’s or Baa or better by Moody’s 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’ subadviser’s investment criteria.
|
|
| |
Newfleet Multi-Sector Intermediate Bond 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.)
|
|
| |
Rampart Enhanced Core Equity 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.)
|
|
| |
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.)
|
|
| |
Name and Year of Birth
|
| |
Length of
Time Served |
| |
Number of
Portfolios in Fund Complex Overseen by Trustee |
| |
Principal Occupation(s) During Past
5 Years |
| |
Other Directorships Held by Trustee
During Past 5 Years |
|
| |
Thomas J. Brown
YOB: 1945
|
| |
Served since 2011.
|
| |
63
|
| | Retired. | | | Trustee (since 2016), Virtus Mutual Fund Complex (50 portfolios) and Virtus Alternative Solutions Trust (4 portfolios); Trustee (since 2011), Virtus Variable Insurance Trust (9 portfolios); Director (since 2010), D’Youville Senior Care Center; and Director (since 2005), VALIC Company Funds (49 portfolios). | |
| |
Burke, Donald C.
YOB: 1961
|
| |
Served since 2016.
|
| |
67
|
| | Retired. | | | Trustee (since 2016), Virtus Mutual Fund Complex (50 portfolios), Virtus Variable Insurance Trust (9 portfolios) and Virtus Alternative Solutions Trust (4 portfolios); Director (since 2014) closed-end funds managed by Duff & Phelps Investment Management Co. (4 funds); Director, Avista Corp. (energy company) (since 2011); Trustee, Goldman Sachs Fund Complex (2010 to 2014); and Director, BlackRock Luxembourg and Cayman Funds (2006 to 2010). | |
| |
Roger A. Gelfenbien
YOB: 1943
|
| |
Served since 2000.
|
| |
63
|
| | Retired. | | | Trustee (since 2016), Virtus Mutual Fund Complex (50 portfolios) and Virtus Alternative Solutions Trust (4 portfolios); Trustee (since 2000), Virtus Variable Insurance Trust (9 portfolios); and Director (since 1999), USAllianz Variable Insurance Product Trust (42 portfolios). | |
| |
John R. Mallin
YOB: 1950
|
| |
Served since 1999.
|
| |
63
|
| | Partner/Attorney (since 2003), McCarter & English LLP Real Property Practice Group; and Member (since 2014), Counselors of Real Estate. | | | Trustee (since 2016), Virtus Mutual Fund Complex (50 portfolios) and Virtus Alternative Solutions Trust (4 portfolios); Director (since 2013), Horizons, Inc. (non-profit); and Trustee (since 1999), Virtus Variable Insurance Trust (9 portfolios). | |
| |
Name and Year of Birth
|
| |
Length of
Time Served |
| |
Number of
Portfolios in Fund Complex Overseen by Trustee |
| |
Principal Occupation(s) During Past
5 Years |
| |
Other Directorships Held by Trustee
During Past 5 Years |
|
| |
Hassell H. McClellan
YOB: 1945
|
| |
Served since 2008.
|
| |
63
|
| | Professor, (1984 to 2013), Wallace E. Carrol School of Management, Boston College. | | | Trustee (since 2016), Virtus Alternative Solutions Trust (4 portfolios); Trustee (since 2015), Virtus Mutual Fund Complex (50 portfolios); Director (since 2010), Barnes Group, Inc. (diversified global components manufacturer and logistical services company); Trustee (since 2008), Virtus Variable Insurance Trust (9 portfolios); and Trustee, John Hancock Fund Complex (since 2000) (collectively, 228 portfolios). | |
| |
Philip R. McLoughlin
YOB: 1946
|
| |
Served since 2003.
|
| |
71
|
| | Retired. | | | Director and Chairman (since 2016), Virtus Total Return Fund Inc. and Virtus Global Dividend & Income Fund Inc.; Trustee and Chairman (since 2013), Virtus Alternative Solutions Trust (4 portfolios); Trustee/Director and Chairman (since 2014), Duff & Phelps Select Energy MLP Fund Inc.; Trustee and Chairman (since 2011), Virtus Global Multi-Sector Income Fund; Chairman and Trustee (since 2003), Virtus Variable Insurance Trust (9 portfolios); Director (since 1995), closed-end funds managed by Duff & Phelps Investment Management Co. (4 funds); Director (since 1991) and Chairman (since 2010), Lazard World Trust Fund (closed-end investment firm in Luxembourg); and Trustee (since 1989) and Chairman (since 2002), Virtus Mutual Fund Complex (50 portfolios). | |
| |
Geraldine M. McNamara
YOB: 1951
|
| |
Served since 2015.
|
| |
67
|
| | Retired. | | | Trustee (since 2016) Virtus Alternative Solutions Trust (4 portfolios); Trustee (since 2015), Virtus Variable Insurance Trust (9 portfolios); Director (since 2003), closed-end funds managed by Duff & Phelps Investment Management Co. (4 funds); and Trustee (since 2001), Virtus Mutual Fund Complex (50 portfolios). | |
| |
Name and Year of Birth
|
| |
Length of
Time Served |
| |
Number of
Portfolios in Fund Complex Overseen by Trustee |
| |
Principal Occupation(s) During Past
5 Years |
| |
Other Directorships Held by Trustee
During Past 5 Years |
|
| |
Oates, James M.
YOB: 1946
|
| |
Served since 2016.
|
| |
67
|
| | Managing Director (since 1994), Wydown Group (consulting firm). | | | Director (since 2016), Virtus Global Dividend & Income Fund Inc. and Virtus Total Return Fund Inc.; Trustee (since 2016) Virtus Variable Insurance Trust (9 portfolios); Director (since 2014), Duff & Phelps Select Energy MLP Fund Inc.; Trustee (since 2013), Virtus Alternative Solutions Trust (4 portfolios); Trustee (since 2011), Virtus Global Multi-Sector Income Fund; Chairman and Trustee (since 2005), John Hancock Fund Complex (228 portfolios); Director (2002 to 2014), New Hampshire Trust Company; Chairman (2000 to 2016), Emerson Investment Management, Inc.; Non-Executive Chairman (2000 to 2014), Hudson Castle Group, Inc. (formerly IBEX Capital Markets, Inc.) (financial services)); Chairman and Director (1999 to 2014), Connecticut River Bank; Director (since 1996), Stifel Financial; and Trustee (since 1987), Virtus Mutual Fund Complex (50 portfolios). | |
| |
Segerson, Richard E.
YOB: 1946
|
| |
Served since 2016.
|
| |
63
|
| | Retired. | | | Managing Director (1998 to 2013), Northway Management Company. Trustee (since 2016) Virtus Alternative Solutions Trust (4 portfolios) and Virtus Variable Insurance Trust (9 portfolios); and Trustee (since 1983), Virtus Mutual Fund Complex (50 portfolios). | |
| |
Verdonck, Ferdinand L.J.
YOB: 1942
|
| |
Served since 2016.
|
| |
63
|
| | Director (1998 to 2015), The J.P. Morgan Continental European Investment Trust; Director (2005 to 2013), Galapagos N.V. (biotechnology); Director (1998 to 2015) Groupe SNEF; Vice Chairman (since 2014), Affirmed Therapeutics (biotechnology); and Mr. Verdonck is also a director of several non-U.S. companies. | | | Trustee (since 2016) Virtus Variable Insurance Trust (9 portfolios) and Virtus Alternative Solutions Trust (4 portfolios); and Trustee (since 2002), Virtus Mutual Fund Complex (50 portfolios). | |
| |
Name and Year of Birth
|
| |
Length of
Time Served |
| |
Number of
Portfolios in Fund Complex Overseen by Trustee |
| |
Principal Occupation(s) During Past
5 Years |
| |
Other Directorships Held by Trustee
During Past 5 Years |
|
| | George R. Aylward ** YOB: 1964 | | |
President since 2010; Trustee since 2012.
|
| |
68
|
| | Director, President and Chief Executive Officer (since 2008), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; and various senior officer positions with Virtus affiliates (since 2005). | | | Chairman and Trustee (since 2015), Virtus ETF Trust II (1 fund); Trustee and President (since 2013), Virtus Alternative Solutions Trust (4 portfolios); Director (since 2013), Virtus Global Funds, PLC (2 portfolios); Trustee (since 2012) and President (since 2010), Virtus Variable Insurance Trust (9 portfolios); Director, President and Chief Executive Officer (since 2014), Duff & Phelps Select Energy MLP Fund Inc.; Trustee, President and Chief Executive Officer (since 2011), Virtus Global Multi-Sector Income Fund; Trustee (since 2006), Virtus Mutual Funds (50 portfolios); and Director, President and Chief Executive Officer (since 2006), Virtus Global Dividend & Income Fund Inc. and Virtus Total Return Fund Inc. | |
| |
Name, Address and Year of
Birth |
| |
Position(s) Held with the
Trust and Length of Time Served |
| |
Principal Occupation(s) During Past 5 Years
|
|
| |
W. Patrick Bradley
YOB: 1972
|
| | Executive Vice President (since 2016), Senior Vice President (2013 to 2016), Vice President (2011 to 2013), and Chief Financial Officer and Treasurer (since 2004). | | | Executive Vice President, Fund Services (since 2016), and Senior Vice President, Fund Services (2010 to 2016), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; various officer positions (since 2006) with Virtus affiliates; Executive Vice President (since 2016), Senior Vice President (2013 to 2016), Vice President (2011 to 2013), and Chief Financial Officer and Treasurer (since 2004), Virtus Variable Insurance Trust; Executive Vice President (since 2016), Senior Vice President (2013 to 2016), Vice President (2011 to 2013), Chief Financial Officer and Treasurer (since 2006), Virtus Mutual Fund Complex; Executive Vice President (since 2016), Senior Vice President (2013 to 2016), Vice President (2012 to 2013) and Treasurer (Chief Financial Officer) (since 2007), The Zweig Fund, Inc. and Virtus Global Dividend & Income Fund Inc.; Executive Vice President (since 2016), Senior Vice President (2013 to 2016), Vice President (2011 to 2013), and Chief Financial Officer and Treasurer (since 2011), Virtus Global Multi-Sector Income Fund; Executive Vice President (since 2016), Senior Vice President (2014 to 2016), Chief Financial Officer and Treasurer (since 2014), Duff & Phelps Select Energy MLP Fund Inc.; Vice President and Assistant Treasurer (since 2011), Duff & Phelps Global Utility Income Fund Inc.; Director (since 2013), Virtus Global Funds, PLC; and Executive Vice President (since 2016), Senior Vice President (2013 to 2016), and Chief Financial Officer and Treasurer (since 2013), Virtus Alternative Solutions Trust. | |
| |
Jennifer Fromm
YOB: 1973
|
| | Vice President, Chief Legal Officer and Secretary (since 2013). | | | Vice President (since 2016) and Senior Counsel, Legal, Virtus Investment Partners, Inc. and/or certain of its subsidiaries (since 2007); Assistant Secretary of various Virtus-affiliated open-end funds (since 2008); Vice President, Chief Legal Officer, and Secretary of Virtus Variable Insurance Trust (since 2013); and Vice President, Chief Legal Officer, and Secretary (since 2013), Virtus Alternative Solutions Trust. | |
| |
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 and since 2016), 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 (since 2010) and Chief Compliance Officer (since 2011), Virtus Variable Insurance Trust; Vice President and Chief Compliance Officer (since 2011), Virtus Global Multi-Sector Income Fund; Vice President and Chief Compliance Officer (since 2012), Virtus Total Return Fund Inc. and Virtus Global Dividend & Income Fund Inc.; Vice President and Chief Compliance Officer (since 2013), Virtus Alternative Solutions Trust; Vice President & Chief Compliance Officer (since 2014), Duff & Phelps Select Energy MLP Fund Inc.; Chief Compliance Officer (since 2015), ETFis Series Trust I; and Chief Compliance Officer (since 2015), Virtus ETF Trust II. | |
| |
Name, Address and Year of
Birth |
| |
Position(s) Held with the
Trust and Length of Time Served |
| |
Principal Occupation(s) During Past 5 Years
|
|
| |
Francis G. Waltman
YOB: 1962
|
| | Executive Vice President (since 2013), Senior Vice President (2010 to 2013) | | | 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; Executive Vice President (since 2013), Senior Vice President (2008 to 2013), Virtus Mutual Fund Complex; Executive Vice President (since 2013), and Senior Vice President (2010 to 2013), Virtus Variable Insurance Trust; Executive Vice President (since 2013), and Senior Vice President (2011 to 2013), Virtus Global Multi-Sector Income Fund; Executive Vice President (since 2014), Duff & Phelps Select Energy MLP Fund Inc.; Director (since 2013), Virtus Global Funds PLC; and Executive Vice President (since 2013), Virtus Alternative Solutions Trust. | |
| | | |
Aggregate Compensation from Trust
|
| |
Total Compensation From Trust and Fund
Complex Paid to Trustees |
|
| Independent Trustees | | | | ||||
| Thomas J. Brown | | |
$43,888
|
| |
$202,998 (65 funds)
|
|
| Donald C. Burke * | | |
$5,972
|
| |
$238,778 (69 funds)
|
|
| Roger A. Gelfenbien | | |
$36,524
|
| |
$174,020 (65 funds)
|
|
| John R. Mallin | | |
$40,834
|
| |
$186,020 (65 funds)
|
|
| Hassell H. McClellan | | |
$48,143
|
| |
$312,515 (65 funds)
|
|
| Philip R. McLoughlin | | |
$65,584
|
| |
$754,032 (74 funds)
|
|
| Geraldine M. McNamara | | |
$41,222
|
| |
$382,531 (69 funds)
|
|
| James M. Oates * | | |
$5,730
|
| |
$441,082 (70 funds)
|
|
| Richard E. Segerson * | | |
$5,138
|
| |
$235,333 (65 funds)
|
|
| Ferdinand L.J. Verdonck * | | |
$5,440
|
| |
$243,333 (65 funds)
|
|
| Interested Trustee | | | | ||||
| George R. Aylward | | |
None
|
| |
None
|
|
|
Series
|
| |
Management Fees
|
| ||||||
| Equity Trend Series | | |
1.00%
|
| | | | | | |
| | | |
First $250 million
|
| |
Next $250 million
|
| |
Over $500 million
|
|
| Duff & Phelps International Series | | |
0.75%
|
| |
0.70%
|
| |
0.65%
|
|
| KAR Capital Growth Series | | |
0.70%
|
| |
0.65%
|
| |
0.60%
|
|
|
Newfleet Multi-Sector Intermediate Bond Series
|
| |
0.50%
|
| |
0.45%
|
| |
0.40%
|
|
| Rampart Enhanced Core Equity Series | | |
0.70%
|
| |
0.65%
|
| |
0.60%
|
|
| Strategic Allocation Series | | |
0.55%
|
| |
0.50%
|
| |
0.45%
|
|
| | | |
First $1 billion
|
| |
Next $1 billion
|
| |
Over $2 billion
|
|
| Duff & Phelps Real Estate Securities Series | | |
0.75%
|
| |
0.70%
|
| |
0.65%
|
|
| | | |
First $1 billion
|
| |
$1+ billion
|
| | | |
| KAR Small-Cap Growth Series | | |
0.85%
|
| |
0.80%
|
| | | |
| | | |
First $400 million
|
| |
$400 million to $1 billion
|
| |
Over $1 billion
|
|
| KAR Small-Cap Value Series | | |
0.90%
|
| |
0.85%
|
| |
0.80%
|
|
|
Series
|
| |
Class
|
| |
Expense Cap
|
|
| Duff & Phelps International Series | | |
Class A
Class I
|
| |
1.18%
0.93%
|
|
| Duff & Phelps Real Estate Securities Series | | |
Class A
Class I
|
| |
1.16%
0.91%
|
|
| Equity Trend Series | | |
Class A
Class I
|
| |
1.70%
1.45%
|
|
| KAR Capital Growth Series | | |
Class A
|
| |
1.03%
|
|
| KAR Small-Cap Growth Series | | |
Class A
Class I
|
| |
1.19%
0.94%
|
|
| KAR Small-Cap Value Series | | |
Class A
|
| |
1.20%
|
|
| Newfleet Multi-Sector Intermediate Bond Series | | |
Class A
Class I
|
| |
0.94%
0.69%
|
|
| Rampart Enhanced Core Equity Series | | |
Class A
|
| |
0.98%
|
|
| Strategic Allocation Series | | |
Class A
|
| |
0.98%
|
|
| | | |
Gross Advisory Fee ($)
|
| |
Advisory Fee Waived and/or
ExpensesReimbursed ($) |
| |
Net Advisory Fee ($)
|
| |||||||||||||||||||||||||||||||||||||||||||||
|
Fund
|
| |
2014
|
| |
2015
|
| |
2016
|
| |
2014
|
| |
2015
|
| |
2016
|
| |
2014
|
| |
2015
|
| |
2016
|
| |||||||||||||||||||||||||||
|
Duff & Phelps International Series
|
| | | | 2,235,639 | | | | | | 1,808,096 | | | | | | 1,416,075 | | | | | | (252,237 ) | | | | | | (264,753 ) | | | | | | (126,423 ) | | | | | | 1,983,402 | | | | | | 1,543,343 | | | | | | 1,289,652 | | |
| Duff & Phelps Real Estate Securities Series | | | | | 753,221 | | | | | | 725,243 | | | | | | 640,759 | | | | | | (108,995 ) | | | | | | (105,185 ) | | | | | | (72,310 ) | | | | | | 644,226 | | | | | | 620,058 | | | | | | 568,449 | | |
| Equity Trend Series | | | | | 331,572 | | | | | | 202,688 | | | | | | 59,787 | | | | | | 16,113 | | | | | | (100,697 ) | | | | | | (12,708 ) | | | | | | 347,685 | | | | | | 101,991 | | | | | | 47,079 | | |
| KAR Capital Growth Series | | | | | 1,484,354 | | | | | | 1,517,308 | | | | | | 1,306,173 | | | | | | (335,969 ) | | | | | | (375,275 ) | | | | | | (274,912 ) | | | | | | 1,148,385 | | | | | | 1,142,033 | | | | | | 1,085,261 | | |
| KAR Small-Cap Growth Series | | | | | 535,402 | | | | | | 509,343 | | | | | | 492,558 | | | | | | (121,137 ) | | | | | | (125,681 ) | | | | | | (100,040 ) | | | | | | 414,265 | | | | | | 383,662 | | | | | | 392,518 | | |
| KAR Small-Cap Value Series | | | | | 1,048,034 | | | | | | 925,055 | | | | | | 820,963 | | | | | | (245,040 ) | | | | | | (218,738 ) | | | | | | (171,549 ) | | | | | | 802,994 | | | | | | 706,317 | | | | | | 649,414 | | |
| Newfleet Multi-Sector Intermediate Bond Series | | | | | 853,045 | | | | | | 733,367 | | | | | | 667,253 | | | | | | (114,678 ) | | | | | | (126,410 ) | | | | | | (85,445 ) | | | | | | 783,367 | | | | | | 606,957 | | | | | | 581,808 | | |
| Rampart Enhanced Core Equity Series | | | | | 1,005,880 | | | | | | 886,483 | | | | | | 712,576 | | | | | | (311,864 ) | | | | | | (299,915 ) | | | | | | (206,576 ) | | | | | | 694,016 | | | | | | 586,568 | | | | | | 506,000 | | |
| Strategic Allocation Series | | | | | 802,513 | | | | | | 717,697 | | | | | | 584,228 | | | | | | (170,635 ) | | | | | | (169,209 ) | | | | | | (103,867 ) | | | | | | 631,878 | | | | | | 548,488 | | | | | | 480,361 | | |
|
Series
|
| |
Subadvisory Fee
|
|
| Duff & Phelps International Series | | | 50% of the net advisory fee | |
| Duff & Phelps Real Estate Securities Series | | | 50% of the net advisory fee | |
| Strategic Allocation Series (international equity portion) | | | 50% of the net advisory fee | |
|
Series
|
| |
Subadvisory Fee
|
|
| KAR Capital Growth Series | | | 50% of the net advisory fee | |
| KAR Small-Cap Growth Series | | | 50% of the net advisory fee | |
| KAR Small-Cap Value Series | | | 50% of the net advisory fee | |
| Strategic Allocation Series (domestic equity portion) | | | 50% of the net advisory fee | |
|
Series
|
| |
Subadvisory Fee
|
|
| Newfleet Multi-Sector Intermediate Bond Series | | | 50% of the net advisory fee | |
| Strategic Allocation Series | | | 50% of the net advisory fee (fixed income assets only) | |
| | | |
Gross Subadvisory Fee ($)
|
| |
Subadvisory Fee Waived and/or
Expenses Reimbursed ($) |
| |
Net Subadvisory Fee ($)
|
| |||||||||||||||||||||||||||||||||||||||||||||
|
Series
|
| |
2014
|
| |
2015
|
| |
2016
|
| |
2014
|
| |
2015
|
| |
2016
|
| |
2014
|
| |
2015
|
| |
2016
|
| |||||||||||||||||||||||||||
| KAR Capital Growth Series | | | | | 740,128 | | | | | | 758,654 | | | | | | 680,087 | | | | | | 167,855 | | | | | | 184,647 | | | | | | 137,456 | | | | | | 572,273 | | | | | | 574,007 | | | | | | 542,631 | | |
| KAR Small-Cap Growth Series | | | | | 267,701 | | | | | | 254,672 | | | | | | 246,279 | | | | | | — | | | | | | 62,841 | | | | | | 50,020 | | | | | | 267,701 | | | | | | 191,831 | | | | | | 196,259 | | |
| KAR Small-Cap Value Series | | | | | 524,017 | | | | | | 462,527 | | | | | | 410,481 | | | | | | — | | | | | | 109,369 | | | | | | 85,775 | | | | | | 524,017 | | | | | | 353,159 | | | | | | 324,706 | | |
| Newfleet Multi-Sector Intermediate Bond Series | | | | | 334,820 | | | | | | 299,894 | | | | | | 333,626 | | | | | | 57,275 | | | | | | 63,205 | | | | | | 42,722 | | | | | | 277,545 | | | | | | 236,689 | | | | | | 290,904 | | |
| Rampart Enhanced Core Equity Series | | | | | 502,940 | | | | | | 443,242 | | | | | | 356,288 | | | | | | 155,847 | | | | | | 149,958 | | | | | | 104,788 | | | | | | 347,093 | | | | | | 293,284 | | | | | | 251,500 | | |
| Strategic Allocation Series (fixed income portion) | | | | | 121,180 | | | | | | 115,747 | | | | | | 117,454 | | | | | | 47,290 | | | | | | 34,685 | | | | | | 21,065 | | | | | | 73,890 | | | | | | 81,062 | | | | | | 96,389 | | |
|
Strategic Allocation Series (equity
portion) * |
| | | | 240,193 | | | | | | 211,925 | | | | | | 123,427 | | | | | | 50,968 | | | | | | 49,919 | | | | | | 27,944 | | | | | | 189,225 | | | | | | 162,006 | | | | | | 95,483 | | |
| Strategic Allocation Series (domestic equity portion) * | | | | | N/A | | | | | | N/A | | | | | | 36,403 | | | | | | N/A | | | | | | N/A | | | | | | 2,099 | | | | | | N/A | | | | | | N/A | | | | | | 34,304 | | |
| Strategic Allocation Series (international equity * portion) | | | | | N/A | | | | | | N/A | | | | | | 14,860 | | | | | | N/A | | | | | | N/A | | | | | | 824 | | | | | | N/A | | | | | | N/A | | | | | | 14,036 | | |
| | First $15 billion | | | 0.10% | |
| | Greater than $15 billion | | | 0.095% | |
| | First $5 billion | | | 0.09% | |
| | $5 billion to $15 billion | | | 0.08% | |
| | Greater than $15 billion | | | 0.07% | |
|
Series
|
| |
2014
|
| |
2015
|
| |
2016
|
| |||||||||
| Duff & Phelps International Series | | | | $ | 301,260 | | | | | $ | 241,483 | | | | | $ | 188,417 | | |
| Duff & Phelps Real Estate Securities Series | | | | $ | 100,354 | | | | | $ | 96,699 | | | | | $ | 85,260 | | |
| Equity Trend Series | | | | $ | 30,128 | | | | | $ | 19,197 | | | | | $ | 59,787 | | |
| KAR Capital Growth Series | | | | $ | 211,872 | | | | | $ | 216,173 | | | | | $ | 193,895 | | |
| KAR Small-Cap Growth Series | | | | $ | 62,931 | | | | | $ | 59,923 | | | | | $ | 57,809 | | |
| KAR Small-Cap Value Series | | | | $ | 116,336 | | | | | $ | 102,784 | | | | | $ | 91,007 | | |
| Newfleet Multi-Sector Intermediate Bond Series | | | | $ | 170,466 | | | | | $ | 146,673 | | | | | $ | 133,166 | | |
| Rampart Enhanced Core Equity Series | | | | $ | 143,574 | | | | | $ | 126,640 | | | | | $ | 101,565 | | |
| Strategic Allocation Series | | | | $ | 134,403 | | | | | $ | 119,616 | | | | | $ | 99,735 | | |
| | First $15 billion | | | 0.0325% | |
| | $15+ billion to $30 billion | | | 0.0225% | |
| | $30+ billion to $50 billion | | | 0.0075% | |
| | Greater than $50 billion | | | 0.005% | |
|
Series
|
| |
Rule 12b-1 Fees Paid
($) |
| |||
| Duff & Phelps International Series | | | | | 471,813 | | |
| Duff & Phelps Real Estate Securities Series | | | | | 213,179 | | |
| Equity Trend Series | | | | | 14,648 | | |
| KAR Capital Growth Series | | | | | 485,776 | | |
| KAR Small-Cap Growth Series | | | | | 144,328 | | |
| KAR Small-Cap Value Series | | | | | 228,045 | | |
| Newfleet Multi-Sector Intermediate Bond Series | | | | | 333,057 | | |
| Rampart Enhanced Core Equity Series | | | | | 254,492 | | |
| Strategic Allocation Series | | | | | 249,856 | | |
|
Series
|
| |
Portfolio Manager(s)
|
|
| Duff & Phelps International Series | | | Frederick A. Brimberg | |
| Duff & Phelps Real Estate Securities Series | | |
Geoffrey P. Dybas
Frank J. Haggerty, Jr.
|
|
| Equity Trend Series | | |
Michael Davis
Brendan R. Finneran
Robert F. Hofeman Jr.
Warun Kumar
|
|
| KAR Capital Growth Series | | | Doug Foreman | |
| KAR Small-Cap Growth Series | | |
Todd Beiley
Jon Christensen
|
|
| KAR Small-Cap Value Series | | |
Julie Kutasov
Craig Stone
|
|
| Newfleet Multi-Sector Intermediate Bond Series | | | David L. Albrycht | |
| Rampart Enhanced Core Equity Series | | |
Michael Davis
Brendan R. Finneran
Robert F. Hofeman Jr.
Warun Kumar
|
|
| Strategic Allocation Series | | |
David L. Albrycht
Frederick A. Brimberg
Doug Foreman
Stephen H. Hooker
|
|
| | | |
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 | | |
20
|
| |
$11.2 billion
|
| |
1
|
| |
$42 million
|
| |
0
|
| |
N/A
|
|
| Todd Beiley (1) | | |
4
|
| |
$1.0 billion
|
| |
0
|
| |
N/A
|
| |
533
|
| |
$2.6 billion
|
|
| Frederick A. Brimberg | | |
5
|
| |
$290 million
|
| |
0
|
| |
0
|
| |
37
|
| |
$112 million
|
|
| Jon Christensen (1) | | |
4
|
| |
$1.1 billion
|
| |
0
|
| |
N/A
|
| |
497
|
| |
$2.57 billion
|
|
| Michael Davis | | |
9
|
| |
$1.57 billion
|
| |
0
|
| |
N/A
|
| |
0
|
| |
N/A
|
|
| Geoffrey P. Dybas | | |
4
|
| |
$1.38 billion
|
| |
2
|
| |
$25.9 million
|
| |
16
|
| |
$1.0 billion
|
|
| Brendan R. Finneran | | |
9
|
| |
$1.57 billion
|
| |
0
|
| |
N/A
|
| |
135
|
| |
$476 million
|
|
| Doug Foreman (1) | | |
6
|
| |
$972 million
|
| |
0
|
| |
N/A
|
| |
118
|
| |
$163 million
|
|
| | | |
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
|
|
| Frank J. Haggerty, Jr. | | |
4
|
| |
$1.38 billion
|
| |
2
|
| |
$25.9 million
|
| |
16
|
| |
$1.0 billion
|
|
| Robert F. Hofeman, Jr. | | |
9
|
| |
$1.57 billion
|
| |
0
|
| |
N/A
|
| |
135
|
| |
$476 million
|
|
| Stephen H. Hooker | | |
1
|
| |
$31 million
|
| |
0
|
| |
N/A
|
| |
0
|
| |
N/A
|
|
| Warun Kumar | | |
9
|
| |
$1.57 billion
|
| |
0
|
| |
N/A
|
| |
0
|
| |
N/A
|
|
| Julie Kutasov (1) | | |
4
|
| |
$641 million
|
| |
0
|
| |
N/A
|
| |
413
|
| |
$2.8 billion
|
|
| Craig Stone (1) | | |
6
|
| |
$757 million
|
| |
0
|
| |
N/A
|
| |
460
|
| |
$2.85 billion
|
|
| | | |
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 | | |
2
|
| |
$171 million
|
| |
0
|
| |
N/A
|
| |
0
|
| |
N/A
|
|
| | | |
Aggregate Amount of Brokerage Commissions ($)
|
| |||||||||||||||
|
Series
|
| |
2014
|
| |
2015
|
| |
2016
|
| |||||||||
| Duff & Phelps International Series | | | | | 86,351 | | | | | | 235,762 * | | | | | | 365,765 | | |
| Duff & Phelps Real Estate Securities Series | | | | | 32,087 | | | | | | 20,275 | | | | | | 24,788 | | |
| Equity Trend Series | | | | | 29,549 | | | | | | 14,161 | | | | | | 2,397 | | |
| KAR Capital Growth Series | | | | | 82,289 | | | | | | 55,096 | | | | | | 73,612 | | |
| KAR Small-Cap Growth Series | | | | | 28,345 | | | | | | 26,675 | | | | | | 22,352 | | |
| KAR Small-Cap Value Series | | | | | 71,732 | | | | | | 42,175 | | | | | | 45,435 | | |
| Newfleet Multi-Sector Intermediate Bond Series | | | | | — | | | | | | — | | | | | | 780 | | |
| Rampart Enhanced Core Equity Series | | | | | 95,898 | | | | | | 122,219 | | | | | | 146,143 | | |
| Strategic Allocation Series | | | | | 52,283 | | | | | | 70,006 | | | | | | 76,312 | | |
| |
Series
|
| |
Broker/Dealer
|
| |
Value ($)
|
| |||
| | Equity Trend Series | | | Bank of America LLC | | | | | 16 | | |
| | | | | Citigroup Global Markets Inc. | | | | | 12 | | |
| | | | Goldman Sachs & Co. | | | | | 32 | | | |
| | | | | JPMorgan Chase & Co. | | | | | 22 | | |
| | | | | Morgan Stanley & Co., Inc. | | | | | 22 | | |
| | | | | Wells Fargo & Co. | | | | | 18 | | |
| | KAR Capital Growth Series | | | Bank of America LLC | | | | | 5,526 | | |
| |
Series
|
| |
Broker/Dealer
|
| |
Value ($)
|
| |||
| | Newfleet Multi-Sector Intermediate Bond Series | | | Bank of America LLC | | | | | 1,476 | | |
| | | | | Barclays Bank PLC | | | | | 885 | | |
| | | | | Citigroup Global Markets Inc. | | | | | 1,548 | | |
| | | | | Credit Suisse First Boston Corp. | | | | | 199 | | |
| | | | | Deutsche Bank Securities, Inc. | | | | | 362 | | |
| | | | | Goldman Sachs & Co. | | | | | 652 | | |
| | | | | Jefferies & Company, Inc. | | | | | 188 | | |
| | | | | JPMorgan Chase & Co | | | | | 3,063 | | |
| | | | | Morgan Stanley & Co., Inc. | | | | | 1,378 | | |
| | | | | Wells Fargo & Co. | | | | | 1,220 | | |
| | Rampart Enhanced Core Equity Series | | | Bank of America LLC | | | | | 381 | | |
| | | | | Citigroup Global Markets Inc. | | | | | 348 | | |
| | | | | Goldman Sachs & Co. | | | | | 325 | | |
| | | | | JPMorgan Chase & Co. | | | | | 302 | | |
| | | | | Morgan Stanley & Co., Inc. | | | | | 393 | | |
| | Strategic Allocation Series | | | Bank of America LLC | | | | | 2,957 | | |
| | | | | Barclays Bank PLC | | | | | 115 | | |
| | | | | Citigroup Global Markets Inc. | | | | | 774 | | |
| | | | | Citicorp Securities Services Inc. | | | | | 129 | | |
| | | | | Credit Suisse First Boston Corp. | | | | | 67 | | |
| | | | | Deutsche Bank Securities, Inc. | | | | | 124 | | |
| | | | | Goldman Sachs & Co. | | | | | 228 | | |
| | | | | Jefferies & Company, Inc. | | | | | 171 | | |
| | | | | JPMorgan Chase & Co. | | | | | 2,158 | | |
| | | | | Morgan Stanley & Co., Inc. | | | | | 979 | | |
| | | | | Wells Fargo & Co. | | | | | 928 | | |
|
Series
|
| |
Research
Commission Transactions ($) |
| |
Research
Commissions ($) |
| ||||||
| Duff & Phelps International Series | | | | | 21,284,390 | | | | | | 313,444 | | |
| Duff & Phelps Real Estate Securities Series | | | | | 160,929 | | | | | | 6,437 | | |
| KAR Capital Growth Series | | | | | 1,163,213 | | | | | | 46,529 | | |
| KAR Small-Cap Growth Series | | | | | 421,614 | | | | | | 15,753 | | |
| KAR Small-Cap Value Series | | | | | 518,775 | | | | | | 20,751 | | |
| Rampart Enhanced Core Equity Series | | | | | 1,002,580 | | | | | | 37,913 | | |
| Strategic Allocation Series | | | | | 1,367,250 | | | | | | 46,960 | | |
APPENDIX B — CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS
Control Persons
Phoenix Life Insurance Company ("Phoenix"), PHL Variable Insurance Company ("PHL Variable"), Security Benefit Life Insurance Company ("Security Benefit Life"), Lincoln National Life Insurance Company ("Lincoln Financial") and Jefferson National Life Insurance Co. ("Jefferson National"), provide variable insurance and annuity products, and are control persons of certain Series of the Trust.
Phoenix (a New York insurance company) and PHL Variable (a Connecticut insurance company) are direct, wholly owned subsidiaries of The Phoenix Companies, Inc. ("PNX"). Jefferson National (a Texas insurance company) is a wholly-owned subsidiary of Jefferson National Financial Corp. Security Benefit Life (a Kansas insurance company) is wholly-owned by Security Benefit Corporation ("Security Benefit"). Lincoln Life (an Indiana insurance company) is wholly-owned by Lincoln National Corporation ("Lincoln National"). The addresses of these control persons are listed in the table below.
A shareholder owning of record or beneficially more than 25% of a Series’ outstanding shares may be considered a control person. That shareholder’s 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 each class of shares of the Series as of April 3, 2017, 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.
| Name and Address | Name of Series/Class |
Percentage of Class Outstanding |
|
JEFFERSON NATIONAL LIFE INS CO C/O CARLA HIGGS 10350 ORMSBY PARK PL STE 600 LOUISVILLE KY 40223 |
VIRTUS EQUITY TREND SERIES-CLASS A | 32.36% |
| VIRTUS MULTI-SECTOR FIXED INCOME SERIES-CLASS A | 6.29% | |
| VIRTUS REAL ESTATE SECURITIES SERIES-CLASS A | 5.11% | |
|
PHL VARIABLE INSURANCE CO PHLVIC C/O PETER HOSNER 31 TECH VALLEY DR EAST GREENBUSH NY 12061-4134 |
VIRTUS CAPITAL GROWTH SERIES-CLASS A | 16.18% |
| VIRTUS ENHANCED CORE EQUITY SERIES-CLASS A | 44.44% | |
| VIRTUS INTERNATIONAL SERIES-CLASS A | 69.66% | |
| VIRTUS MULTI-SECTOR FIXED INCOME SERIES-CLASS A | 49.44% | |
| VIRTUS REAL ESTATE SECURITIES SERIES-CLASS A | 52.86% | |
| VIRTUS SMALL-CAP GROWTH SERIES-CLASS A | 36.70% | |
| VIRTUS SMALL-CAP VALUE SERIES-CLASS A | 59.09% | |
| VIRTUS STRATEGIC ALLOCATION SERIES-CLASS A | 16.80% | |
|
PHOENIX LIFE INSURANCE CO PLIC C/O PETER HOSNER 31 TECH VALLEY DR EAST GREENBUSH NY 12061-4134 |
VIRTUS CAPITAL GROWTH SERIES-CLASS A | 83.73% |
| VIRTUS ENHANCED CORE EQUITY SERIES-CLASS A | 55.07% | |
| VIRTUS INTERNATIONAL SERIES-CLASS A | 29.17% | |
| VIRTUS MULTI-SECTOR FIXED INCOME SERIES-CLASS A | 34.59% | |
| VIRTUS REAL ESTATE SECURITIES SERIES-CLASS A | 36.08% | |
| VIRTUS SMALL-CAP GROWTH SERIES-CLASS A | 62.64% | |
| VIRTUS SMALL-CAP VALUE SERIES-CLASS A | 40.69% | |
| VIRTUS STRATEGIC ALLOCATION SERIES-CLASS A | 83.19% | |
|
SECURITY BENEFIT LIFE VARIABLE ANNUITY ACCOUNT XIV 5801 SW 6TH AVE TOPEKA KS 66636-1001 |
VIRTUS EQUITY TREND SERIES-CLASS A | 32.81% |
|
SYMETRA LIFE INSURANCE CO U/A DTD 07/15/2005 ATTN ELIZABETH DAVIS 777 108TH AVE NE STE 1200 BELLEVUE WA 98004-5135 |
VIRTUS EQUITY TREND SERIES-CLASS I | 10.92% |
| VIRTUS MULTI-SECTOR FIXED INCOME SERIES-CLASS I | 25.98% | |
| VIRTUS REAL ESTATE SECURITIES SERIES-CLASS I | 39.98% | |
| VIRTUS SMALL-CAP GROWTH SERIES-CLASS I | 83.70% | |
|
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY 1300 S CLINTON ST FORT WAYNE IN 46802-3506 |
VIRTUS EQUITY TREND SERIES-CLASS A | 31.75% |
| VIRTUS MULTI-SECTOR FIXED INCOME SERIES-CLASS A | 8.71% | |
| VIRTUS MULTI-SECTOR FIXED INCOME SERIES-CLASS I | 23.95% | |
|
VIRTUS PARTNERS INC ATTN DAVID G HANLEY 100 PEARL ST FL 8 HARTFORD CT 06103-4500 |
VIRTUS EQUITY TREND SERIES-CLASS I | 89.08% |
| VIRTUS INTERNATIONAL SERIES-CLASS I | 100.00% | |
| VIRTUS MULTI-SECTOR FIXED INCOME SERIES-CLASS I | 50.07% | |
| VIRTUS REAL ESTATE SECURITIES SERIES-CLASS I | 60.02% | |
| VIRTUS SMALL-CAP GROWTH SERIES-CLASS I | 16.30% |
| 93 |
VIRTUS VARIABLE INSURANCE TRUST
PART C—OTHER INFORMATION
| Item 28. | Exhibits |
| (a) | Agreement and Declaration of Trust |
1. 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 (as Exhibit a.26) with Post-Effective Amendment No. 62 (File No. 033-05033) on February 14, 2011, and incorporated herein by reference.
2. *First Amendment to the Agreement and Declaration of Trust of the Registrant, dated November 17, 2016, filed via EDGAR (as Exhibit a.2) herewith.
| (b) | Bylaws of Virtus Variable Insurance Trust, adopted January 3, 2011, filed via EDGAR (as Exhibit b) with Post-Effective Amendment No. 62 (File No. 033-05033) on February 14, 2011, and incorporated herein by reference. |
| (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 (as Exhibit d.1) with Post-Effective Amendment No. 61 (File No. 033-05033) on December 1, 2010, and incorporated herein by reference. |
| a) | First Amendment to Investment Advisory Agreement between Registrant and VIA, effective as of February 14, 2011, on behalf of Premium AlphaSector Series (now known as Equity Trend Series), filed via EDGAR (as Exhibit d.1.a) with Post-Effective Amendment No. 66 (File No. 033-05033) on April 24, 2012, and incorporated herein by reference. |
| b) | Second Amendment to Investment Advisory Agreement between Registrant and VIA, effective as of January 1, 2014, filed via EDGAR (as Exhibit d.1.b) with Post-Effective Amendment No. 72 (File No. 033-05033) on April 28, 2014, and incorporated herein by reference. |
| c) | Third Amendment to Investment Advisory Agreement between Registrant and VIA, effective as of May 14, 2015, filed via EDGAR (as Exhibit d.1.c) with Post-Effective Amendment No. 78 (File No. 033-05033) on April 20, 2016, and incorporated herein by reference. |
| d) | *Fourth Amendment to Investment Advisory Agreement between Registrant and VIA, effective as of September 7, 2016, filed via EDGAR (as Exhibit d.1.d) herewith. |
| 2. | Subadvisory Agreement between Newfleet Asset Management, LLC (“Newfleet”) and VIA, dated June 17, 2011, on behalf of the Multi-Sector Fixed Income Series and Strategic Allocation Series, filed via EDGAR (as Exhibit d.2.a) with Post-Effective Amendment No. 66 (File No. 033-05033) on April 24, 2012, and incorporated herein by reference. |
| a) | First Amendment to Subadvisory Agreement between Newfleet and VIA, dated January 1, 2014, filed via EDGAR (as Exhibit d.2.a) with Post-Effective Amendment No. 72 (File No. 033-05033) on April 28, 2014, and incorporated herein by reference. |
| 3. | 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 (as Exhibit d.5) with Post-Effective Amendment No. 61 (File No. 033-05033) on December 1, 2010, and incorporated herein by reference. |
| a) | First Amendment to Subadvisory Agreement between DPIM and VIA, dated January 1, 2014, filed via EDGAR (as Exhibit d.5.a) with Post-Effective Amendment No. 72 (File No. 033-05033) on April 28, 2014, and incorporated herein by reference. |
| 4. | *Subadvisory Agreement between VIA and DPIM dated November 2, 2016, on behalf of Virtus Strategic Allocation Series, filed via EDGAR (as Exhibit d.4) herewith. |
| 5. | *Subadvisory Agreement between VIA and DPIM dated November 2, 2016, on behalf of Virtus International Series, filed via EDGAR (as Exhibit d.5) herewith. |
| 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 (as |
| C- 1 |
| Exhibit d.6) with Post-Effective Amendment No. 61 (File No. 033-05033) on December 1, 2010, and incorporated herein by reference. |
| a) | First Amendment to Subadvisory Agreement between Kayne and VIA, dated September 30, 2011, on behalf of the Capital Growth Series, filed via EDGAR (as Exhibit d.6.a) with Post-Effective Amendment No. 70 (File No. 033-05033) on April 30, 2013, and incorporated herein by reference. |
| b) | Second Amendment to Subadvisory Agreement between Kayne and VIA, dated January 1, 2015, on behalf of the Small-Cap Growth Series, the Small-Cap Value Series and the Capital Growth Series, filed via EDGAR (as Exhibit d.6.b) with Post-Effective Amendment No. 74 (File No. 033-05033) on April 29, 2015, and incorporated herein by reference. |
| 7. | *Subadvisory Agreement between VIA and Kayne dated November 2, 2016, on behalf of Virtus Strategic Allocation Series, filed via EDGAR (as Exhibit d.7) herewith. |
| 8. | *Subadvisory Agreement between Rampart Investment Management Company, LLC (“Rampart”) and VIA, dated November 2, 2016, on behalf of Virtus Enhanced Core Equity Series, filed via EDGAR (as Exhibit d.8) herewith. |
| (e) | Underwriting Contracts |
| 1. | Underwriting Agreement between Registrant and VP Distributors, Inc. (now known as VP Distributors, LLC, “VP Distributors”), dated November 5, 2010, filed via EDGAR (as Exhibit e.1) with Post-Effective Amendment No. 61 (File No. 033-05033) on December 1, 2010, and incorporated herein by reference. |
| a) | Amendment to Underwriting Agreement between Registrant and VP Distributors, effective as of February 14, 2011, filed via EDGAR (as Exhibit e.1.a) with Post-Effective Amendment No. 66 (File No. 033-05033) on April 24, 2012, and incorporated herein by reference. |
| 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 (as Exhibit e.2) with Post-Effective Amendment No. 61 (File No. 033-05033) on December 1, 2010, and incorporated herein by reference. |
a) Amendment to 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 January 1, 2013, filed via EDGAR (as Exhibit e.2.a) with Post-Effective Amendment No. 72 (File No. 033-05033) on April 28, 2014, and incorporated herein by reference.
| 3. | Marketing and Administrative Services Agreement between VP Distributors and Jefferson National Life Insurance Company, dated November 2011, filed via EDGAR (as Exhibit e.3) with Post-Effective Amendment No. 66 (File No. 033-05033) on April 24, 2012, and incorporated herein by reference. |
| 4. | Marketing and Administrative Services Agreement between VP Distributors and Symetra Life Insurance Company, effective as of April 25, 2013, filed via EDGAR (as Exhibit e.4) with Post-Effective Amendment No. 72 (File No. 033-05033) on April 28, 2014, and incorporated herein by reference. |
a) Amendment to Marketing and Administrative Services Agreement by and between VP Distributors, Symetra Life Insurance Company and Symetra Securities, Inc., effective as of July 1, 2013, filed via EDGAR (as Exhibit e.4.a) with Post-Effective Amendment No. 72 (File No. 033-05033) on April 28, 2014, and incorporated herein by reference.
| 5. | Marketing and Administrative Services Agreement between VP Distributors and The Guardian Insurance & Annuity Company, Inc., effective as of May 23, 2013, filed via EDGAR (as Exhibit e.5) with Post-Effective Amendment No. 72 (File No. 033-05033) on April 28, 2014, and incorporated herein by reference. |
| (f) | Amended and Restated Deferred Compensation Program, effective February 9, 2017, filed via EDGAR (as Exhibit f) with Post-Effective Amendment No. 31 (File No. 333-191940) to the Registration Statement of VAST on April 10, 2017, and incorporated herein by reference. |
| (g) | Master Global Custody Agreement between Registrant and JPMorgan Chase Bank, N.A., effective as of March 1, 2013, filed via EDGAR (as Exhibit g) with Post-Effective Amendment No. 70 (File No. 033-05033) on April 30, 2013, and incorporated herein by reference. |
| (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 (as Exhibit h.1) with Post-Effective Amendment No. 57 (File No. 033-05033) on April 30, 2009, and incorporated herein by reference. |
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| a) | First Amendment to Transfer Agency Services Agreement between Registrant and BNY Mellon, effective as of February 14, 2011, filed via EDGAR (as Exhibit h.1.a) with Post-Effective Amendment No. 66 (File No. 033-05033) on April 24, 2012, and incorporated herein by reference. |
| 2. | Amended and Restated Administration Agreement between Registrant and Virtus Fund Services, dated January 1, 2014, filed via EDGAR (as Exhibit h.2) with Post-Effective Amendment No. 72 (File No. 033-05033) on April 28, 2014, and incorporated herein by reference. |
| a) | *First Amendment to Amended and Restated Administration Agreement between Registrant and Virtus Fund Services, dated December 1, 2016, filed via EDGAR (as Exhibit h.2.a) herewith. |
| 3. | Sub-Administration and Accounting Services Agreement among Virtus Equity Trust (“VET”), Virtus Insight Trust (“VIT”), Virtus Opportunities Trust (“VOT”) (collectively, “Virtus Mutual Funds”), Virtus Retirement Trust (“VRT”; formerly known as Virtus Institutional Trust), VP Distributors, LLC (since assigned to Virtus Fund Services, LLC (“Virtus Fund Services”)) and BNY Mellon, effective as of January 1, 2010, filed via EDGAR (as Exhibit h.5) with Post-Effective Amendment No. 50 to the Registration Statement of VIT (File No. 033-64915) on February 25, 2010, and incorporated herein by reference. |
| a) | First Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VRT, VP Distributors (since assigned to Virtus Fund Services) and BNY Mellon, effective as of June 30, 2010, filed via EDGAR (as Exhibit h.13.) with Post-Effective Amendment No. 52 to the Registration Statement of VIT (File No. 033-64915) on April 28, 2011, and incorporated herein by reference. |
| b) | Second Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VRT, VP Distributors (since assigned to Virtus Fund Services) and BNY Mellon, effective as of September 14, 2010, filed via EDGAR (as Exhibit h.14.) with Post-Effective Amendment No. 52 to the Registration Statement of VIT (File No. 033-64915) on April 28, 2011, and incorporated herein by reference. |
| c) | Third Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VRT, VP Distributors (since assigned to Virtus Fund Services) and BNY Mellon, , March 15, 2011, filed via EDGAR (as Exhibit h.15.) with Post-Effective Amendment No. 52 to the Registration Statement of VIT (File No. 033-64915) on April 28, 2011, and incorporated herein by reference. |
| d) | Fourth Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VRT, VP Distributors (since assigned to Virtus Fund Services) and BNY Mellon, effective as of August 28, 2012, filed via EDGAR (as Exhibit h.4.d) with Post-Effective Amendment No. 56 to the Registration Statement of VIT (File No. 033-64915) on April 29, 2013, and incorporated herein by reference. |
| e) | Fifth Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VP Distributors (since assigned to Virtus Fund Services) and BNY Mellon, effective as of December 18, 2012, filed via EDGAR (as Exhibit h.4.e) with Post-Effective Amendment No. 56 to the Registration Statement of VIT (File No. 033-64915) on April 29, 2013, and incorporated herein by reference. |
| f) | Sixth Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, Virtus Fund Services and BNY Mellon, effective as of June 10, 2013, filed via EDGAR (as Exhibit h.4.f) with Post-Effective Amendment No. 64 to the Registration Statement of VOT (File No. 033-65137) on June 10, 2013, and incorporated herein by reference. |
| g) | Seventh Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, Virtus Fund Services and BNY Mellon, effective as of December 18, 2013, filed via EDGAR (as Exhibit h.4.g) with Post-Effective Amendment No. 70 to the Registration Statement of VOT (File No. 033-65137) on January 27, 2014, and incorporated herein by reference. |
| h) | Joinder Agreement and Amendment to Sub-Administration and Accounting Services Agreement among the Registrant, Virtus Mutual Funds, Virtus Alternative Solutions Trust (“VAST”), VATS Offshore Fund, Ltd. (“VATS”), Virtus Fund Services and BNY Mellon, effective as of February 24, 2014, filed via EDGAR (as Exhibit h.4.h) with Pre-Effective Amendment No. 3 (File No. 333-191940) to the Registration Statement of VAST on March 28, 2014, and incorporated herein by reference. |
| i) | Joinder Agreement to Sub-Administration and Accounting Services Agreement among Registrant, Virtus Mutual Funds, VRT, VAST, VATS, Virtus Fund Services and BNY Mellon, effective as of December 10, 2015, filed via EDGAR (as Exhibit h.4.i) with Post-Effective Amendment No. 35 to the Registration Statement of VRT (File No. 033-80057) on January 8, 2016, and incorporated herein by reference. |
| j) | Amendment to Sub-Administration and Accounting Services Agreement among Registrant, Virtus Mutual Funds, VRT, VAST, VATS, Virtus Fund Services and BNY Mellon dated July 27, 2016, filed via EDGAR (as Exhibit h.4.j) with Post-effective Amendment No. 31 (File No. 333-191940) to the Registration Statement of VAST on April 10, 2017, and incorporated herein by reference. |
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| 4. | *Seventh Amended and Restated Expense Limitation Agreement between Registrant and VIA, effective as of November 1, 2016, filed via EDGAR (as Exhibit h.4) herewith. |
| 5. | Form of Indemnification Agreement with each Trustee of Registrant, effective as of October 24, 2016, filed via EDGAR (as Exhibit h.9) with Post-Effective Amendment No. 92 (File No. 033-65137) to the Registration Statement of VOT and incorporated herein by reference. |
| 6. | 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 (as Exhibit h.4) with Post-Effective Amendment No. 61 (File No. 033-05033) on December 1, 2010, and incorporated herein by reference. |
| 7. | Participation Agreement among Registrant, VP Distributors, and Jefferson National Life Insurance Company, dated as of November 2011, filed via EDGAR (as Exhibit h.4) with Post-Effective Amendment No. 66 (File No. 033-05033) on April 24, 2012, and incorporated herein by reference. |
| 8. | Participation Agreement among Registrant, VP Distributors and Security Benefit Life Insurance Company, dated as of April 7, 2013, filed via EDGAR (as Exhibit h.7) with Post-Effective Amendment No. 70 (File No. 033-05033) on April 30, 2013, and incorporated herein by reference. |
| 9. | 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 (as Exhibit h.8) with Post-Effective Amendment No. 70 (File No. 033-05033) on April 30, 2013, and incorporated herein by reference. |
| 10. | Participation Agreement among Registrant, VP Distributors and Symetra Life Insurance Company, dated as of April 2013, filed via EDGAR (as Exhibit h.9) with Post-Effective Amendment No. 72 (File No. 033-05033) on April 28, 2014, and incorporated herein by reference. |
| 11. | Participation Agreement among Registrant, VP Distributors and The Guardian Insurance & Annuity Company, Inc., dated as of May 23, 2013, filed via EDGAR (as Exhibit h.10) with Post-Effective Amendment No. 72 (File No. 033-05033) on April 28, 2014, and incorporated herein by reference. |
| 12. | Participation Agreement among Registrant, VP Distributors and Lincoln Life & Annuity Company of New York, dated as of April 28, 2014, filed via EDGAR (as Exhibit h.12) herewith. |
| 13. | Participation Agreement among Registrant, VP Distributors and Lincoln National Life Insurance Company, dated as of April 28, 2014, filed via EDGAR (as Exhibit h.13) herewith. |
| (i) | Legal Opinion. |
| 1. | Opinion and Consent of Counsel covering shares of Virtus Variable Insurance Trust, dated February 14, 2011, filed via EDGAR (as Exhibit i) with Post-Effective Amendment No. 62 (File No. 033-05033) on February 14, 2011, and incorporated herein by reference. |
| 2. | *Consent of Sullivan & Worcester LLP, filed via EDGAR (as Exhibit i.2) herewith. |
| (j) | Other Opinions. |
| 1. | *Consent of PricewaterhouseCoopers LLP, filed via EDGAR (as Exhibit j.1) herewith. |
| (k) | Not applicable. |
| (l) | Not applicable. |
| (m) | Rule 12b-1 Plan, filed via EDGAR (as Exhibit m) with Post-Effective Amendment No. 61 (File No. 033-05033) on December 1, 2010, and incorporated herein by reference. |
| 1. | First Amendment to Rule 12b-1 Plan, dated February 14, 2011, filed via EDGAR (as Exhibit m.1) with Post-Effective Amendment No. 66 (File No. 033-05033) on April 24, 2012, and incorporated herein by reference. |
| (n) | Multi-Class Plan pursuant to Rule 18f-3, filed via EDGAR (as Exhibit n) with Post-Effective Amendment No. 70 (File No. 033-05033) on April 30, 2013, and incorporated herein by reference. |
| (o) | Reserved. |
| (p) | Code of Ethics. |
| 1. | Amended and Restated Code of Ethics of the Virtus Mutual Funds effective August 2016, filed via EDGAR (as Exhibit p.1) with Post-Effective Amendment No. 88 (File No. 033-65137) to the Registration Statement of VOT on September 23, 2016, and incorporated herein by reference. |
| 2. | Amended and Restated Code of Ethics of VIA, VP Distributors and other Virtus Affiliates dated June 30, 2016, filed via EDGAR (as Exhibit p.2) with Post-Effective Amendment No. 88 (File No. 033-65137) to the Registration Statement of VOT on September 23, 2016, and incorporated herein by reference. |
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| (q) | Powers of Attorney |
| 1. | Powers of Attorney for Roger A. Gelfenbien, Eunice S. Groark (since retired), John R. Mallin, Hassell H. McClellan, Philip R. McLoughlin and Thomas J. Brown, Trustees, filed via EDGAR (as Exhibit q) with Post-Effective Amendment No. 64 (File No. 033-05033) on April 21, 2011. |
| 2. | Power of Attorney for Trustee Geraldine M. McNamara, dated June 8, 2015, filed via EDGAR (as Exhibit r) with Post-Effective Amendment No. 78 (File No. 033-05033) on April 20, 2016, and incorporated herein by reference. |
| 3. | *Powers of Attorney for Donald C. Burke, James M. Oates, Richard E. Segerson and Ferdinand L. J. Verdonck, Trustees, dated June 30, 2016, filed via EDGAR (as Exhibit q.3) herewith. |
| Item 29. | Persons Controlled By or Under Common Control with Registrant |
None.
| Item 30. | Indemnification |
The indemnification of Registrant’s principal underwriter against certain losses is provided for in Section 2 of the Underwriting Agreement incorporated herein by reference to Exhibit e.1. Indemnification of Registrant’s Custodian is provided for in section 7, among others, of the Master Global Custody Agreement incorporated herein by reference to Exhibit g. The indemnification of Registrant’s 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, the form of which is incorporated herein by reference to Exhibit h.6 of the Registrant’s Registration Statement, whereby the Registrant shall indemnify the trustee for expenses incurred in any proceeding in connection with the trustee’s service to the Registrant subject to certain limited exceptions.
In addition, Article VII sections 2 and 3 of the Registrant’s Agreement and Declaration of Trust incorporated herein by reference to Exhibit a.1-2, 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 Trust’s 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 Trust’s 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 Trust’s 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 Person's acts or omissions, the Shareholder or former Shareholder (or such Person's 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 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.”
| C- 5 |
Article VI Section 2 of the Registrant’s Bylaws incorporated herein by reference to Exhibit B of the Registrant’s Registration Statement, 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 person’s 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 Registrant’s 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 Adviser’s and Subadvisers’ current Form ADV filed under the Investment Advisers Act of 1940, incorporated herein by reference.
| Adviser | SEC File No.: |
| VIA | 801-5995 |
| Duff & Phelps | 801-14813 |
| Kayne | 801-24241 |
| Newfleet | 801-51559 |
| Rampart | 801-77244 |
| Item 32. | Principal Underwriter |
VP Distributors also serves as the principal underwriter for the following registrants: Virtus Alternative Solutions Trust, Virtus Equity Trust, Virtus Opportunities Trust and Virtus Retirement Trust.
| (b) | Directors and executive officers of VP Distributors, 100 Pearl Street, Hartford, CT 06103 are as follows: |
|
Name and Principal Business Address |
Positions and Offices with Distributor |
Positions and Offices with Registrant |
| George R. Aylward | Executive Vice President | President and Trustee |
| Kevin J. Carr | Vice President, Counsel and Secretary | Assistant Secretary |
| Jennifer S. Fromm | Securities Counsel and Assistant Secretary | Vice President, Counsel, Chief Legal Officer and Secretary |
| Nancy J. Engberg | Vice President and Assistant Secretary | Vice President and Chief Compliance Officer |
| C- 6 |
|
Name and Principal Business Address |
Positions and Offices with Distributor |
Positions and Offices with Registrant |
| David Hanley | Vice President and Treasurer | None |
| Barry Mandinach | President | None |
| David C. Martin | Vice President and Chief Compliance Officer | None |
| Francis G. Waltman | Executive Vice President | Executive Vice President |
| (c) | To the best of the Registrant’s 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 Registrant’s 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:
Jennifer Fromm, Esq.
100 Pearl Street
Hartford, CT 06103
Investment Adviser:
Virtus Investment Advisers, Inc.
100 Pearl Street
Hartford, CT 06103
Subadviser for Enhanced Core Equity Series
Rampart Investment Management Company, LLC
One International Place, 14th Floor
Boston, MA 02110
Subadviser for International Series, Real Estate Securities Series and Strategic Allocation Series:
Duff & Phelps Investment Management Co.
200 South Wacker Drive, Suite 500
Chicago, IL 60606
Subadviser to Capital Growth Series, Small-Cap Growth Series, Small-Cap Value Series and Strategic Allocation Series:
Kayne Anderson Rudnick Investment Management, LLC
1800 Avenue of the Stars
Second Floor
Los Angeles, CA 90067
Subadviser to Multi-Sector Fixed Income Series and Strategic Allocation Series:
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
| C- 7 |
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.
| C- 8 |
Exhibit Index
| Exhibit | Description |
| a.2 | First Amendment to the Agreement and Declaration of Trust |
| d.1.d | Fourth Amendment to Investment Advisory Agreement |
| d.4 | Subadvisory Agreement |
| d.5 | Subadvisory Agreement |
| d.7 | Subadvisory Agreement |
| d.8 | Subadvisory Agreement |
| h.2.a | First Amendment to Amended and Restated Administration Agreement |
| h.4 | Seventh Amended and Restated Expense Limitation Agreement |
| h.12 | Participation Agreement with Lincoln Life & Annuity Company of New York |
| h.13 | Participation Agreement with Lincoln National Life Insurance Company |
| i.2 | Consent of Sullivan & Worcester LLP |
| j.1 | Consent of PricewaterhouseCoopers LLP |
| q.3 | Powers of attorney for Donald C. Burke, James M. Oates, Richard E. Segerson and Ferdinand L. J. Verdonck, Trustees |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 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 25 th day of April, 2017
| VIRTUS VARIABLE INSURANCE TRUST | ||
| By: | /s/ George R. Aylward | |
| George R. Aylward | ||
| President | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated on the 25 th day of April, 2017.
|
Signature |
Title |
| /s/ George R. Aylward |
|
|
George R. Aylward |
Trustee and President (principal executive officer) |
|
/s/ W. Patrick Bradley |
|
|
W. Patrick Bradley |
Chief Financial Officer and Treasurer (principal financial and accounting officer) |
| /s/ Thomas J. Brown | |
|
Thomas J. Brown* |
Trustee
|
| /s/ Donald C. Burke | |
|
Donald C. Burke* |
Trustee
|
| /s/ Roger A. Gelfenbien | |
|
Roger A. Gelfenbien* |
Trustee
|
| /s/ John R. Mallin | |
|
John R. Mallin* |
Trustee
|
| /s/ Hassell H. McClellan | |
|
Hassell H. McClellan* |
Trustee
|
| /s/ Philip R. McLoughlin | |
|
Philip R. McLoughlin* |
Trustee and Chairman
|
| /s/ Geraldine M. McNamara | |
|
Geraldine M. McNamara* |
Trustee
|
| /s/ James M. Oates | |
|
James M. Oates* |
Trustee |
|
/s/ Richard E. Segerson |
|
|
Richard E. Segerson* |
Trustee
|
| /s/ Ferdinand L.J. Verdonck | |
|
Ferdinand L.J. Verdonck* |
Trustee |
| *By: | /s/ George R. Aylward | |
| *George R. Aylward, Attorney-in-Fact, pursuant to a power of attorney |
Exhibit a.2
VIRTUS VARIABLE INSURANCE TRUST
(the “Trust”)
First Amendment dated November 17, 2016 to the Declaration of Trust
The following paragraph is hereby added to ARTICLE VIII, Miscellaneous
Section 9. Voting Powers. In connection with, and in furtherance of, Article V, Section 1 of this Declaration of Trust, each reference in this Declaration of Trust to the voting of Shares and to the Shares required to constitute a quorum or minimum for shareholder action, shall mean the voting power of such Shares rather than the number of such Shares.
Exhibit d.1.d
FOURTH AMENDMENT TO
INVESTMENT ADVISORY AGREEMENT
THIS AMENDMENT effective as of the 7 th day of September, 2016, amends that certain Investment Advisory Agreement (the “Agreement”) by and between Virtus Variable Insurance Trust, a Delaware statutory trust (the “Trust”), and Virtus Investment Advisers, Inc., a Massachusetts corporation (the “Adviser”), as follows:
| 1. | The investment advisory fee for each Series are hereby set forth on Schedule A to the Agreement, which is hereby replaced with Schedule A attached hereto and made a part hereof. |
| 2. | 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, as amended. |
| 3. | 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 or other representatives.
| VIRTUS VARIABLE INSURANCE TRUST | ||
| By: | /s/ W. Patrick Bradley | |
| Name: | W. Patrick Bradley | |
| Title: | Executive Vice President, Chief Financial Officer & Treasurer | |
| VIRTUS INVESTEMENT ADVISERS, INC. | ||
| By: | /s/ Francis G. Waltman | |
| Name: Francis G. Waltman | ||
| Title: Executive Vice President | ||
SCHEDULE A
| Series | Annual Investment Advisory Fee |
| Virtus Equity Trend Series | 1.00% | ||
|
1 st $250 Million |
Next $250 Million |
Over $500 Million |
|
| Virtus Capital Growth Series | 0.70% | 0.65% | 0.60% |
| Virtus Growth & Income Series | 0.70% | 0.65% | 0.60% |
| Virtus Multi-Sector Fixed Income Series | 0.50% | 0.45% | 0.40% |
| Virtus Strategic Allocation Series | 0.55% | 0.50% | 0.45% |
| Virtus International Series | 0.75% | 0.70% | 0.65% |
|
1 st $1 Billion |
Next $1 Billion |
Over $2 Billion |
|
| Virtus Real Estate Securities Series | 0.75% | 0.70% | 0.65% |
|
1 st $1 Billion |
$1+ Billion |
||
| Virtus Small-Cap Growth Series | 0.85% | 0.80% | |
|
1 st $400 Million |
$400 Million
$1 Billion |
Over $1 Billion |
|
| Virtus Small-Cap Value Series | 0.90% | 0.85% | 0.80% |
Exhibit d.4
VIRTUS VARIABLE INSURANCE TRUST
VIRTUS STRATEGIC ALLOCATION SERIES
SUBADVISORY AGREEMENT
| November 2, 2016 |
Duff & Phelps Investment Management Co.
200 S. Wacker Drive, Suite 500
Chicago, IL 60606
| RE: | Subadvisory Agreement |
Ladies and Gentlemen:
Virtus Variable Insurance Trust (the “Fund”) is an open-end investment company of the series type registered under the Investment Company Act of 1940 (the “Act”), as amended, and is subject to the rules and regulations promulgated thereunder. The shares of the Fund are offered or may be offered in several series, including Virtus Strategic Allocation Series (sometimes hereafter referred to as the “Series”).
Virtus Investment Advisers, Inc. (the “Adviser”) evaluates and recommends series advisers for the Series and is responsible for the day-to-day management of the Series.
| 1. | Employment as a Subadviser . The Adviser, being duly authorized, hereby employs Duff & Phelps Investment Management Co. (the “Subadviser”) as a discretionary series adviser to invest and reinvest that discrete portion of the assets of the Series designated by the Adviser (the “Allocated Portion”) as set forth on Schedule F attached hereto on the terms and conditions set forth herein. It is acknowledged and agreed that the Adviser may appoint from time to time other subadvisers in addition to the Subadviser to manage the assets of the Series that do not constitute the Allocated Portion and nothing in this Agreement shall be construed or interpreted to grant the Subadviser an exclusive arrangement to act as the sole subadviser to the Series. It is further acknowledged and agreed that the Adviser makes no commitment to designate any portion of the Series assets to the Subadviser of the Allocated Portion. |
| 2. | Acceptance of Employment; Standard of Performance . The Subadviser accepts its employment as a discretionary series adviser of the Allocated Portion of the Series and agrees to use its best professional judgment to make investment decisions for the Allocated Portion of the Series in accordance with the provisions of this Agreement and as set forth in Schedule D attached hereto and made a part hereof. |
| 3. | Services of Subadviser . In providing management services to the Allocated Portion of the Series, the Subadviser shall be subject to the investment objectives, policies and restrictions of the Fund as they apply to the Series and as set forth in the Fund’s then current prospectus (“Prospectus”) and statement of additional information (“Statement of Additional Information”) filed with the Securities and Exchange Commission (the “SEC”) as part of the Fund’s Registration Statement, as may be periodically amended and provided to the Subadviser by the Adviser, and to the investment restrictions set forth in the Act and the Rules thereunder, to the supervision and control of the Trustees of the Fund (the “Trustees”), and to instructions from the Adviser. The Subadviser shall not, without the Fund’s prior written approval, effect any transactions that would cause the Allocated Portion of the Series at the time of the transaction to be out of compliance with any of such restrictions or policies. Except as expressly set forth in this Agreement, the Subadviser shall not be responsible for aspects of the Series’ investment program other than managing the Allocated Portion of the Series in accordance with the terms and conditions of this Agreement, including without limitation the requirements of this Section 3 and Schedule D of this Agreement. |
| 4. | Transaction Procedures . All series transactions for the Allocated Portion of the Series shall be consummated by payment to, or delivery by, the Custodian(s) from time to time designated by the Fund (the “Custodian”), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Series. The Subadviser shall not have possession or custody of such cash and/or securities or any responsibility or liability with respect to such custody. The Subadviser shall advise the Custodian and confirm in writing to the Fund all investment orders for the Allocated Portion of the Series placed by it with brokers and dealers at the time and in the manner set forth in Schedule A hereto (as amended from time to time). The Fund shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Subadviser. The Fund shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Subadviser shall have no responsibility or liability with respect to custodial arrangements or the act, omissions or other conduct of the Custodian. |
| 5. | Allocation of Brokerage . The Subadviser shall have authority and discretion to select brokers and dealers to execute the transactions for the Allocated Portion of the Series initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. |
| A. | In placing orders for the sale and purchase of securities for the Allocated Portion of the Series, the Subadviser’s primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Allocated Portion of the Series, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s overall responsibilities with respect to its clients, including the Allocated Portion of the Series, as to which the Subadviser exercises investment discretion, notwithstanding that the Allocated Portion of the Series may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Allocated Portion of the Series a lower commission on the particular transaction. |
| B. | The Subadviser may manage other portfolios and expects that the Allocated Portion of the Series and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Allocated Portion of the Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser to be equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Allocated Portion of the Series and to such other accounts. |
| C. | The Subadviser shall not execute any Series transactions for the Allocated Portion of the Series with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of the Fund, the Subadviser, any subadviser to any other Series of the Fund, or the Adviser; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund or the Adviser, and applicable policies and procedures. |
| D. | Consistent with its fiduciary obligations to the Fund in respect of the Allocated Portion of the Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the |
| 2 |
| Allocated Portion of the Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and procedures. |
| 6. | Proxies . |
| A. | Unless the Adviser or the Fund gives the Subadviser written instructions to the contrary, the Subadviser, or a third party designee acting under the authority and supervision of the Subadviser, shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the assets of the Allocated Portion of the Series. Unless the Adviser or the Fund gives the Subadviser written instructions to the contrary, the Subadviser will, in compliance with the proxy voting procedures of the Allocated Portion of the Series then in effect, vote or abstain from voting, all proxies solicited by or with respect to the issuers of securities in which assets of the Allocated Portion of the Series may be invested. The Adviser shall cause the Custodian to forward promptly to the Subadviser all proxies upon receipt, so as to afford the Subadviser a reasonable amount of time in which to determine how to vote such proxies. The Subadviser agrees to provide the Adviser in a timely manner with a record of votes cast containing all of the voting information required by Form N-PX in an electronic format to enable the Fund to file Form N-PX as required by Rule 30b1-4 under the Act. |
| B. | The Subadviser is authorized to deal with reorganizations, exchange offers and other voluntary corporate actions with respect to securities held in the Allocated Portion of the Series in such manner as the Subadviser deems advisable, unless the Fund or the Adviser otherwise specifically directs in writing. With the Adviser’s approval, the Subadviser shall also have the authority to: (i) identify, evaluate and pursue legal claims, including commencing or defending suits, affecting the securities held at any time in the Allocated Portion of the Series, including claims in bankruptcy, class action securities litigation and other litigation; (ii) participate in such litigation or related proceedings with respect to such securities as the Subadviser deems appropriate to preserve or enhance the value of the Allocated Portion of the Series, including filing proofs of claim and related documents and serving as “lead plaintiff” in class action lawsuits; (iii) exercise generally any of the powers of an owner with respect to the supervision and management of such rights or claims, including the settlement, compromise or submission to arbitration of any claims, the exercise of which the Subadviser deems to be in the best interest of the Allocated Portion of the Series or required by applicable law, including ERISA, and (iv) employ suitable agents, including legal counsel, and to pay their reasonable fees, expenses and related costs from the Allocated Portion of the Series. |
| 7. | Prohibited Conduct . In providing the services described in this Agreement, the Subadviser’s responsibility regarding investment advice hereunder is limited to the Allocated Portion of the Series, and the Subadviser will not consult with any other investment advisory firm that provides investment advisory services to the Fund or any other investment company sponsored by Virtus Investment Partners, Inc. regarding transactions for the Fund in securities or other assets. The Fund shall provide the Subadviser with a list of investment companies sponsored by Virtus Investment Partners, Inc. and the Subadviser shall be in breach of the foregoing provision only if the investment company is included in such a list provided to the Subadviser prior to such prohibited action. In addition, the Subadviser shall not, without the prior written consent of the Fund and the Adviser, delegate any obligation assumed pursuant to this Agreement to any affiliated or unaffiliated third party. |
| 8. | Information and Reports . |
| A. | The Subadviser shall keep the Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Allocated Portion of the Series. In this regard, the Subadviser shall provide the Fund, the Adviser and their respective officers with such periodic reports concerning the |
| 3 |
| obligations the Subadviser has assumed under this Agreement as the Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Trustees, the Subadviser shall provide the Adviser and the Trustees with reports regarding the Subadviser’s management of the Allocated Portion of the Series during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Fund’s investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be mutually agreed upon by the Subadviser and the Adviser. |
| B. | Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. |
| C. | The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Allocated Portion of the Series required for any shareholder report, amended registration statement, or Prospectus supplement to be filed by the Fund with the SEC. |
| 9. | Fees for Services . The compensation of the Subadviser for its services under this Agreement shall be calculated and paid by the Adviser in accordance with the attached Schedule C. Pursuant to the Investment Advisory Agreement between the Fund and the Adviser, the Adviser is solely responsible for the payment of fees to the Subadviser. |
| 10. | Limitation of Liability . Except as otherwise stated in this Agreement, the Subadviser shall not be liable for any action taken, omitted or suffered to be taken by it in its best professional judgment, in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement, or in accordance with specific directions or instructions from the Fund, provided, however, that such acts or omissions shall not have constituted a material breach of the investment objectives, policies and restrictions applicable to the Allocated Portion of the Series as defined in the Prospectus and Statement of Additional Information, or a material breach of any laws, rules, regulations or orders applicable to the Allocated Portion of the Series, and that such acts or omissions shall not have resulted from the Subadviser’s willful misfeasance, bad faith or gross negligence, or reckless disregard of its obligations and duties hereunder. |
| 11. | Confidentiality . Subject to the duty of the Subadviser and the Fund to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential all information pertaining to the Allocated Portion of the Series and the actions of the Subadviser and the Fund in respect thereof. Notwithstanding the foregoing, the Fund and the Adviser agree that the Subadviser may (i) disclose in marketing materials and similar communications that the Subadviser has been engaged to manage assets of the Allocated Portion of the Series pursuant to this Agreement, and (ii) include performance statistics regarding the Allocated Portion of the Series in composite performance statistics regarding one or more groups of Subadviser's clients published or included in any of the foregoing communications, provided that the Subadviser does not identify any performance statistics as relating specifically to the Series. |
| 12. | Assignment . This Agreement shall terminate automatically in the event of its assignment, as that term is defined in Section 2(a)(4) of the Act. The Subadviser shall notify the Fund and the Adviser in writing sufficiently in advance of any proposed change of control, as defined in Section 2(a)(9) of the Act, as will enable the Fund to consider whether an assignment as defined in Section 2(a)(4) of the Act will occur, and to take the steps necessary to enter into a new contract with the Subadviser. |
| 4 |
| 13. | Representations, Warranties and Agreements |
| A. | The Subadviser represents, warrants and agrees that: |
| 1. | It is registered as an “investment adviser” under the Investment Advisers Act of 1940, as amended (“Advisers Act”). |
| 2. | It will maintain, keep current and preserve such records on behalf of the Fund, in the manner required or permitted by the Act and the Rules thereunder as are required of an investment adviser of a registered investment company (to the extent applicable). The Subadviser agrees that such records are the property of the Fund, and shall be surrendered to the Fund or to the Adviser as agent of the Fund promptly upon request of either. The Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. |
| 3. | It shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Fund and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser’s Code of Ethics. The Subadviser shall permit the Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. |
| 4. | It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, written policies and procedures reasonably designed to prevent violation, by it and its supervised persons, of the Advisers Act and the rules that the SEC has adopted under the Advisers Act. Throughout the term of this Agreement, the Subadviser shall provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of Subadviser’s compliance policies by the Adviser) that the Adviser may reasonably request to enable the Fund to comply with Rule 38a-1 under the Act. The Subadviser has provided the Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Fund and/or the Adviser. The Subadviser agrees to cooperate with periodic reviews by the Fund’s and/or the Adviser’s compliance personnel of the Subadviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Fund and/or the Adviser from time to time such additional information and certifications in respect of the Subadviser’s policies and procedures, compliance by the Subadviser with federal securities laws and related matters as the Fund’s and/or the Adviser’s compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Allocated Portion of the Series. |
| 5 |
| 5. | The Subadviser will immediately notify the Fund and the Adviser of the occurrence of any event which would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Subadviser will also immediately notify the Fund and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Allocated Portion of the Series. |
| B. | The Fund represents, warrants and agrees that: |
| 1. | the Fund is a statutory trust established pursuant to the laws of State of Delaware; |
| 2. | the Fund is duly registered as an investment company under the 1940 Act; |
| 3. | the execution, delivery and performance of this Agreement are within the Fund’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the 1940 Act) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Fund; |
| 4. | no consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and |
| 5. | this Agreement constitutes a legal, valid and binding obligation enforceable against the Fund in accordance with its terms. |
| C. | The Adviser represents, warrants and agrees that: |
| 1. | The Adviser is a corporation duly established, validly existing and in good standing under the laws of the Commonwealth of Massachusetts and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; |
| 2. | Adviser is duly registered as an “investment adviser” under the Advisers Act; |
| 3. | Adviser has been duly appointed by the Trustees and shareholders of the Fund to provide investment services to the Fund as contemplated by the advisory contract; |
| 4. | the execution, delivery and performance of this Agreement are within Adviser’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Adviser; |
| 5. | no consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and |
| 6. | this Agreement constitutes a legal, valid and binding obligation enforceable against Adviser. |
| 14. | No Personal Liability . Reference is hereby made to the Declaration of Trust establishing the Fund, a copy of which has been filed with the Secretary of the State of Delaware and elsewhere as required by law, and |
| 6 |
| to any and all amendments thereto so filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name “Virtus Variable Insurance Trust” refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Fund shall be held to any personal liability in connection with the affairs of the Fund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Fund or of any successor of the Fund, whether such liability now exists or is hereafter incurred for claims against the trust estate. |
| 15. | Entire Agreement; Amendment . This Agreement, together with the Schedules attached hereto, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior written or oral agreements pertaining to the subject matter of this Agreement. This Agreement may be amended at any time, but only by written agreement among the Subadviser, the Adviser and the Fund, which amendment, other than amendments to Schedules A, B, D, E and F, is subject to the approval of the Trustees and the shareholders of the Series as and to the extent required by the Act, subject to any applicable orders of exemption issued by the SEC. |
| 16. | Effective Date; Term . This Agreement shall become effective on the date set forth on the first page of this Agreement, and shall continue in effect until December 31, 2017. This 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. |
| 17. | Termination . This Agreement may be terminated at any time without payment of any penalty (i) by the Board, or by a vote of a majority of the outstanding voting securities of the Fund (as defined in the Act), upon 30 days’ prior written notice to the Adviser and the Subadviser, (ii) by the Subadviser upon 30 days’ prior written notice to the Adviser and the Fund, or (iii) by the Adviser upon 30 days’ written notice to the Subadviser. This Agreement may also be terminated, without the payment of any penalty, by the Adviser or the Board immediately upon the material breach by the Subadviser of this Agreement or by the Subadviser immediately upon the material breach by the Adviser of this Agreement. This Agreement shall terminate automatically and immediately upon termination of the Advisory Agreement. This Agreement shall terminate automatically and immediately in the event of its assignment, as such term is defined in and interpreted under the terms of the Act and the rules promulgated thereunder. Provisions of this Agreement relating to indemnification shall survive any termination of this Agreement. |
| 18. | Applicable Law . To the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted, as the same may be amended from time to time, this Agreement shall be administered, construed and enforced according to the laws of the State of Delaware. |
| 19. | Severability . If any term or condition of this Agreement shall be invalid or unenforceable to any extent or in any application, then the remainder of this Agreement shall not be affected thereby, and each and every term and condition of this Agreement shall be valid and enforced to the fullest extent permitted by law. |
| 20. | Notices. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered personally or by overnight delivery service or mailed by certified or registered mail, return receipt requested and postage prepaid, or sent by facsimile addressed to the parties at their respective addresses set forth below, or at such other address as shall be designated by any party in a written notice to the other party. |
| (a) | To Virtus or the Fund at: |
Virtus Investment Advisers, Inc.
| 7 |
| 100 Pearl Street |
| Hartford, Connecticut 06103 |
| Attn: Jennifer Fromm |
| Telephone: (860) 263-4790 |
| Facsimile: (860) 241-1005 |
| E-mail: Jennifer.fromm@virtus.com |
| (b) | To the Subadviser at: |
Duff & Phelps Investment Management Co.
200 S. Wacker Drive, Suite 500
Chicago, IL 60606
Attn: Joyce Riegel, Chief Compliance Officer
Telephone: (312) 917-6541
Facsimile: (312) 876-1057
Email: Joyce.Riegel@dpimc.com
| 21. | Certifications . The Subadviser hereby warrants and represents that it will provide the requisite certifications reasonably requested by the chief executive officer and chief financial officer of the Fund necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR and Form N-Q as required under the Sarbanes-Oxley Act of 2002 to the extent that such reporting and certifications relate to the Subadviser’s duties and responsibilities under this Agreement. Subadviser shall provide a quarterly certification in a form substantially similar to that attached as Schedule E. |
| 22. | Indemnification . The Subadviser shall indemnify and hold harmless the Adviser from and against any and all claims, losses, liabilities, or damages (including reasonable attorney’s fees and other related expenses) (collectively, “Losses”) arising from the Subadviser’s willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties under this Agreement in the performance of its obligations under this Agreement; provided, however, that the Subadviser’s obligation under this Paragraph shall be reduced to the extent that the claim against, or the loss, liability, or damage experienced by the Adviser, is caused by or is otherwise directly related to (i) any breach by the Adviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Adviser in the performance of any of its duties or obligations hereunder, or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Subadviser or the Trust, or the omission of such information, by the Adviser for use therein. |
The Adviser shall indemnify and hold harmless the Subadviser from and against any and all Losses arising from the Adviser’s willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties under this Agreement in the performance of its obligations under this Agreement; provided, however, that the Adviser’s obligation under this Paragraph 6 shall be reduced to the extent that the claim against, or the loss, liability, or damage experienced by the Subadviser, is caused by or is otherwise directly related to (i) any breach by the Subadviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Subadviser in the performance of any of its duties or obligations hereunder, or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Subadviser that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust, or the omission of such information, by the Subadviser for use therein.
A party seeking indemnification hereunder (the “Indemnified Party”) will (i) provide prompt notice to the other of any claim (“Claim”) for which it intends to seek indemnification, (ii) grant control of the defense
| 8 |
and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.
No party will be liable to another party for consequential damages under any provision of this Agreement.
| 23. | Relationship of Parties . By virtue of this Agreement, the Adviser, the Fund and Subadviser are not partners or joint venturers with each other and nothing in this Agreement shall be construed so as to make them partners or joint venturers or impose any liability as such on either of them. Subadviser shall perform its duties under this Agreement as an independent contractor and not as an agent of the Fund, the Trustees or the Adviser. |
| 24. | Receipt of Disclosure Document . The Fund and the Adviser acknowledge receipt, at least 48 hours prior to entering into this Agreement, of a copy of Part II of the Subadviser’s Form ADV containing certain information concerning the Subadviser and the nature of its business. |
| 25. | Counterparts; Fax Signatures . 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]
| 9 |
| VIRTUS VARIABLE INSURANCE TRUST | |||
| By: | /s/ W. Patrick Bradley | ||
| Name: W. Patrick Bradley | |||
| Title: Executive Vice President, Chief Financial Officer & Treasurer | |||
| VIRTUS INVESTMENT ADVISERS, INC. | |||
| By: | /s/ Francis G. Waltman | ||
| Name: Francis G. Waltman | |||
| Title: Executive Vice President | |||
ACCEPTED:
DUFF & PHELPS INVESTMENT MANAGEMENT CO.
| By: | /s/ Nathan Partain | |
| Name: Nathan Partain | ||
| Title: President & CIO |
| SCHEDULES: | A. | Operational Procedures |
| B. | Record Keeping Requirements |
| C. | Fee Schedule |
| D. | Subadviser Functions |
| E. | Form of Sub-Certification |
| F. | Allocated Portion of the Series |
| 10 |
SCHEDULE A
OPERATIONAL PROCEDURES
In order to minimize operational problems, it will be necessary for trade information to be supplied in a secure manner by the Subadviser to the Fund’s Service Providers, including: JPMorgan Chase Bank, National Association (the “Custodian”), Virtus Fund Services (the “Fund Administrator”) BNY Mellon Investment Servicing (US) Inc., (the “Sub-Accounting Agent”), any Prime Broker to the Series, and all other Counterparties/Brokers as required. The Subadviser must furnish the Fund’s service providers with required daily information as to executed trades in a format and time-frame agreed to by the Subadviser, Custodian, Fund Administrator, Sub-Accounting Agent and Prime Broker/Counterparties and designated persons of the Fund. Trade information sent to the Custodian, Fund Administrator, Sub-Accounting Agent and Prime Broker/Counterparties must include all necessary data within the required timeframes to allow such parties to perform their obligations to the Series.
The Sub-Accounting Agent specifically requires a daily trade blotter with a summary of all trades, in addition to trade feeds, including, if no trades are executed, a report to that effect. Daily information as to executed trades for same-day settlement and future trades must be sent to the Sub-Accounting Agent no later than 4:30 p.m. (Eastern Time) on the day of the trade each day the Fund is open for business. All other executed trades must be delivered to the Sub-Accounting Agent on Trade Date plus 1 by Noon (Eastern Time) to ensure that they are part of the Series’ NAV calculation. (The Subadviser will be responsible for reimbursement to the Fund for any loss caused by the Subadviser’s failure to comply with the requirements of this Schedule A.) On fiscal quarter ends and calendar quarter ends, all trades must be delivered to the Sub-Accounting Agent by 4:30 p.m. (Eastern Time) for inclusion in the financial statements of the Series. The data to be sent to the Sub-Accounting Agent and/or Fund Administrator will be as agreed by the Subadviser, Fund Administrator, Sub-Accounting Agent and designated persons of the Fund and shall include (without limitation) the following:
| 1. | Transaction type (e.g., purchase, sale, open, close, put call); |
| 2. | Security type (e.g., equity, fixed income, swap, future, option, short, long); |
| 3. | Security name; |
| 4. | Exchange identifier (e.g., CUSIP, ISIN, Sedol, OCC Symbol) (as applicable); |
| 5. | Number of shares and par, original face, contract amount, notional amount; |
| 6. | Transaction price per share (clean if possible); |
| 7. | Strike price; |
| 8. | Aggregate principal amount; |
| 9. | Executing broker; |
| 10. | Settlement agent; |
| 11. | Trade date; |
| 12. | Settlement date; |
| 13. | Aggregate commission or if a net trade; |
| 14. | Interest purchased or sold from interest bearing security; |
| 15. | Net proceeds of the transaction; |
| 16. | Trade commission reason: best execution, soft dollar or research (to be provided quarterly); |
| 17. | Derivative terms; |
| 18. | Non-deliverable forward classification (to be provided quarterly); |
| 19. | Maturity/expiration date; and |
| 20. | Details of margin and collateral movement. |
| 11 |
SCHEDULE B
RECORDS TO BE MAINTAINED BY THE SUBADVISER
| 1. | (Rule 31a-1(b)(5) and (6)) A record of each brokerage order, and all other series purchases and sales, given by the Subadviser on behalf of the Fund for, or in connection with, the purchase or sale of securities, whether executed or unexecuted. Such records shall include: |
| A. | The name of the broker; |
| B. | The terms and conditions of the order and of any modifications or cancellations thereof; |
| C. | The time of entry or cancellation; |
| D. | The price at which executed; |
| E. | The time of receipt of a report of execution; and |
| F. | The name of the person who placed the order on behalf of the Fund. |
| 2. | (Rule 31a-1(b)(9)) A record for each fiscal quarter, completed within ten (10) days after the end of the quarter, showing specifically the basis or bases upon which the allocation of orders for the purchase and sale of series securities to named brokers or dealers was effected, and the division of brokerage commissions or other compensation on such purchase and sale orders. Such record: |
| A. | Shall include the consideration given to: |
| (i) | The sale of shares of the Fund by brokers or dealers. |
| (ii) | The supplying of services or benefits by brokers or dealers to: |
| (a) | The Fund, |
| (b) | The Adviser, |
| (c) | The Subadviser, and |
| (d) | Any person other than the foregoing. |
| (iii) | Any other consideration other than the technical qualifications of the brokers and dealers as such. |
| B. | Shall show the nature of the services or benefits made available. |
| C. | Shall describe in detail the application of any general or specific formula or other determinant used in arriving at such allocation of purchase and sale orders and such division of brokerage commissions or other compensation. |
| D. | Shall show the name of the person responsible for making the determination of such allocation and such division of brokerage commissions or other compensation. |
| 3. | (Rule 31a-1(b)(10)) A record in the form of an appropriate memorandum identifying the person or persons, committees or groups authorizing the purchase or sale of series securities. Where a committee or group makes an authorization, a record shall be kept of the names of its members who participate in the authorization. There shall be retained as part of this record: any memorandum, recommendation or instruction supporting or authorizing the purchase or sale of series securities and such other information as is appropriate to support the authorization. * |
| 4. | (Rule 31a-1(f)) Such accounts, books and other documents as are required to be maintained by registered investment advisers by rule adopted under Section 204 of the Advisers Act, to the extent such records are necessary or appropriate to record the Subadviser’s transactions for the Fund. |
| 5. | Records as necessary under Board approved Virtus Mutual Funds policies and procedures, including without limitation those related to valuation determinations. |
* Such information might include: current financial information, annual and quarterly reports, press releases, reports by analysts and from brokerage firms (including their recommendations, i.e., buy, sell, hold) or any internal reports or subadviser review.
| 12 |
SCHEDULE C
SUBADVISORY FEE
(a) For services provided to the Fund, the Adviser will pay to the Subadviser a fee, payable monthly 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 the Allocated Portion of the Series shall be valued as set forth in the then current registration statement of the Fund.
(b)
| Name of Series |
Proposed Subadvisory Fee to be Paid by VIA to Duff & Phelps Investment Management Co. |
| Virtus Strategic Allocation Series | 50% of the net advisory fee applicable to the assets indicated by Schedule F |
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 Allocated Portion of the Series 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.
| 13 |
SCHEDULE D
SUBADVISER FUNCTIONS
With respect to managing the investment and reinvestment of the assets of the Allocated Portion of the Series, the Subadviser shall provide, at its own expense:
| (a) | An investment program for the Allocated Portion of the Series consistent with its investment objectives based upon the development, review and adjustment of buy/sell strategies approved from time to time by the Board of Trustees and the Adviser in paragraph 3 of this Subadvisory Agreement and implementation of that program; |
| (b) | Periodic reports, on at least a quarterly basis, in form and substance acceptable to the Adviser, with respect to: i) compliance with the Code of Ethics and the Fund’s code of ethics; ii) compliance with procedures adopted from time to time by the Trustees of the Fund relative to securities eligible for resale under Rule 144A under the Securities Act of 1933, as amended; iii) diversification of assets of the Allocated Portion of the Series in accordance with the then prevailing Prospectus and Statement of Additional Information pertaining to the Allocated Portion of the Series and governing laws, regulations, rules and orders; iv) compliance with governing restrictions relating to the fair valuation of securities for which market quotations are not readily available or considered "illiquid" for the purposes of complying with the Allocated Portion of the Series’ limitation on acquisition of illiquid securities; v) any and all other reports reasonably requested in accordance with or described in this Agreement; and vi) the implementation of the Allocated Portion of the Series’ investment program, including, without limitation, analysis of Allocated Portion of the Series performance; |
| (c) | Promptly after filing with the SEC an amendment to its Form ADV, a copy of such amendment to the Adviser and the Trustees; |
| (d) | Attendance by appropriate representatives of the Subadviser at meetings requested by the Adviser or Trustees at such time(s) and location(s) as reasonably requested by the Adviser or Trustees; and |
| (e) | Notice to the Trustees and the Adviser of the occurrence of any event which would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. |
| (f) | Provide reasonable assistance in the valuation of securities including the participation of appropriate representatives at fair valuation committee meetings. |
| 14 |
SCHEDULE E
FORM OF SUB-CERTIFICATION
| To: |
| Re: | Subadviser’s Form N-CSR and Form N-Q Certification for the [Name of Series]. |
| From: | [Name of Subadviser] |
Representations in support of Investment Company Act Rule 30a-2 certifications of Form N-CSR and Form N-Q.
| [Name of Series]. |
In connection with your certification responsibility under Rule 30a-2 and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, I have reviewed the following information presented in the schedule of investments for the period ended [Date of Reporting Period] (the “Report”) which forms part of the N-CSR or N-Q, as applicable, for the Fund.
Schedule of Investments
Our organization has designed, implemented and maintained internal controls and procedures, designed for the purpose of ensuring the accuracy and completeness of relevant portfolio trade data transmitted to those responsible for the preparation of the Schedule of Investments. As of the date of this certification there have been no material modifications to these internal controls and procedures.
In addition, our organization has:
| a. | Designed such internal controls and procedures to ensure that material information is made known to the appropriate groups responsible for servicing the above-mentioned mutual fund. |
| b. | Evaluated the effectiveness of our internal controls and procedures, as of a date within 90 days prior to the date of this certification and we have concluded that such controls and procedures are effective. |
| c. | In addition, to the best of my knowledge, there has been no fraud, whether or not material, that involves our organization’s management or other employees who have a significant role in our organization’s control and procedures as they relate to our duties as subadviser to the Series. |
I have read the draft of the Report which I understand to be current as of [Date of Reporting Period] and based on my knowledge, such draft of the Report does not, with respect to the Series, contain any untrue statement of a material fact or omit to state a material fact necessary to make the information contained therein, in light of the circumstances under which such information is presented, not misleading with respect to the period covered by such draft Report.
I have disclosed, based on my most recent evaluation, to the Series’ Chief Accounting Officer:
| a. | All significant changes, deficiencies and material weakness, if any, in the design or operation of the Subadviser’s internal controls and procedures which could adversely affect the Registrant’s ability to record, process, summarize and report financial data with respect to the Series in a timely fashion; |
| b. | Any fraud, whether or not material, that involves the Subadviser’s management or other employees who have a significant role in the Subadviser’s internal controls and procedures for financial reporting. |
I certify that to the best of my knowledge:
| 15 |
| a. | The Subadviser’s Portfolio Manager(s) has/have complied with the restrictions and reporting requirements of the Code of Ethics (the “Code”). The term Portfolio Manager is as defined in the Code. |
| b. | The Subadviser has complied with the Prospectus and Statement of Additional Information of the Series and the Policies and Procedures of the Series as adopted by the Series Board of Trustees. |
| c. | I have no knowledge of any compliance violations except as disclosed in writing to the Virtus Compliance Department by me or by the Subadviser’s compliance administrator. |
| d. | The Subadviser has complied with the rules and regulations of the 33 Act and 40 Act, and such other regulations as may apply to the extent those rules and regulations pertain to the responsibilities of the Subadviser with respect to the Series as outlined above. |
| e. | Since the submission of our most recent certification there have not been any divestments of securities of issuers that conduct or have direct investments in business operations in Sudan. |
This certification relates solely to the Series named above and may not be relied upon by any other fund or entity.
The Subadviser does not maintain the official books and records of the above Series. The Subadviser’s records are based on its own portfolio management system, a record-keeping system that is not intended to serve as the Series official accounting system. The Subadviser is not responsible for the preparation of the Report.
| _______________________________ | __________________________ |
| [Name of Subadviser] | Date |
| [Name of Authorized Signer] | |
| [Title of Authorized Signer] |
| 16 |
SCHEDULE F
SERIES
Virtus Strategic Allocation Series (international equity portion)
| 17 |
Exhibit d.5
VIRTUS VARIABLE INSURANCE TRUST
VIRTUS INTERNATIONAL SERIES
SUBADVISORY AGREEMENT
| November 2, 2016 |
Duff & Phelps Investment Management Co.
200 S. Wacker Drive, Suite 500
Chicago, IL 60606
| RE: | Subadvisory Agreement |
Ladies and Gentlemen:
Virtus Variable Insurance Trust (the “Fund”) is an open-end investment company of the series type registered under the Investment Company Act of 1940 (the “Act”), as amended, and is subject to the rules and regulations promulgated thereunder. The shares of the Fund are offered or may be offered in several series, including Virtus International Series (sometimes hereafter referred to as the “Series”).
Virtus Investment Advisers, Inc. (the “Adviser”) evaluates and recommends series advisers for the Series and is responsible for the day-to-day management of the Series.
| 1. | Employment as a Subadviser . The Adviser, being duly authorized, hereby employs Duff & Phelps Investment Management Co. (the “Subadviser”) as a discretionary series adviser to invest and reinvest that discrete portion of the assets of the Series designated by the Adviser as set forth on Schedule F attached hereto (the “Designated Series”) on the terms and conditions set forth herein. The services of the Subadviser hereunder are not to be deemed exclusive; the Subadviser may render services to others and engage in other activities that do not conflict in any material manner with the Subadviser’s performance hereunder. |
| 2. | Acceptance of Employment; Standard of Performance . The Subadviser accepts its employment as a discretionary series adviser of the Designated Series and agrees, subject to the oversight of the Board of Trustees of the Trust (the “Trustees”) and the Adviser, to use its best professional judgment to make investment decisions for the Designated Series in accordance with the provisions of this Agreement and as set forth in Schedule D attached hereto and made a part hereof. |
| 3. | Services of Subadviser . In providing management services to the Designated Series, the Subadviser shall be subject to the investment objectives, policies and restrictions of the Fund as they apply to the Series and as set forth in the Fund’s then current prospectus (“Prospectus”) and statement of additional information (“Statement of Additional Information”) filed with the Securities and Exchange Commission (the “SEC”) as part of the Fund’s Registration Statement (the “Registration Statement”), as may be periodically amended and provided to the Subadviser by the Adviser, and to the investment restrictions set forth in the Act and the Rules thereunder, to the supervision and control of the Trustees, and to instructions from the Adviser. The Subadviser shall not, without the Fund’s prior written approval, effect any transactions that would cause the Designated Series at the time of the transaction to be out of compliance with any of such restrictions or policies. |
| 4. | Transaction Procedures . All series transactions for the Designated Series shall be consummated by payment to, or delivery by, the custodian(s) from time to time designated by the Fund (the “Custodian”), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Series. The Subadviser shall not have possession or custody of such cash and/or securities or any responsibility or liability with respect to such custody. The Subadviser shall advise the Custodian and confirm in writing to the Fund all investment orders for the Designated Series |
| placed by it with brokers and dealers at the time and in the manner set forth in Schedule A hereto (as amended from time to time). The Fund shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Subadviser. The Fund shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Subadviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian. |
| 5. | Allocation of Brokerage . The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. |
| A. | In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadviser’s primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, as long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934, as amended) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. |
| B. | The Subadviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser to be equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Designated Series and to such other accounts. |
| C. | The Subadviser shall not execute any transactions for the Designated Series with a broker or dealer that is an “affiliated person” (as defined in the Act) of (i) the Series; (ii) another series of the Fund; (iii) the Adviser; (iv) the Subadviser or any other subadviser to the Series; (v) a principal underwriter of the Fund’s shares; or (vi) any other affiliated person of the Series, in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fund. |
| D. | Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and procedures. |
| 6. | Proxies . |
| A. | Unless the Adviser or the Fund gives the Subadviser written instructions to the contrary, the Subadviser, or a third party designee acting under the authority and supervision of the Subadviser, shall review all proxy solicitation materials and be responsible for voting and |
| 2 |
| handling all proxies in relation to the assets of the Designated Series. Unless the Adviser or the Fund gives the Subadviser written instructions to the contrary, provided that the Adviser has reviewed the Subadviser’s proxy voting procedures then in effect and determined them to comply with the requirements of the Fund’s proxy voting policy, the Subadviser will, in compliance with the Subadviser’s proxy voting procedures then in effect, vote or abstain from voting, all proxies solicited by or with respect to the issuers of securities in which assets of the Designated Series may be invested. The Adviser shall cause the Custodian, the Administrator or another party, to forward promptly to the Subadviser all proxies upon receipt, so as to afford the Subadviser a reasonable amount of time in which to determine how to vote such proxies. The Subadviser agrees to provide the Adviser in a timely manner with any changes to the Subadviser’s proxy voting procedures. The Subadviser further agrees to provide the Adviser in a timely manner with a record of votes cast containing all of the voting information required by Form N-PX in an electronic format to enable the enable the Fund to file Form N-PX as required by Rule 30b1-4 under the Act. |
| B. | The Subadviser is authorized to deal with reorganizations, exchange offers and other voluntary corporate actions with respect to securities held in the Designated Series in such manner as the Subadviser deems advisable, unless the Fund or the Adviser otherwise specifically directs in writing. With the Adviser’s approval, the Subadviser shall also have the authority to: (i) identify, evaluate and pursue legal claims, including commencing or defending suits, affecting the securities held at any time in the Designated Series, including claims in bankruptcy, class action securities litigation and other litigation; (ii) participate in such litigation or related proceedings with respect to such securities as the Subadviser deems appropriate to preserve or enhance the value of the Designated Series, including filing proofs of claim and related documents and serving as “lead plaintiff” in class action lawsuits; (iii) exercise generally any of the powers of an owner with respect to the supervision and management of such rights or claims, including the settlement, compromise or submission to arbitration of any claims, the exercise of which the Subadviser deems to be in the best interest of the Designated Series or required by applicable law, including ERISA, and (iv) employ suitable agents, including legal counsel, and to pay their reasonable fees, expenses and related costs from the Designated Series. |
| 7. | Prohibited Conduct . In providing the services described in this Agreement, the Subadviser’s responsibility regarding investment advice hereunder is limited to the Designated Series, and the Subadviser will not consult with any other investment advisory firm that provides investment advisory services to the Fund or any other investment company sponsored by Virtus Investment Partners, Inc. regarding transactions for the Fund in securities or other assets. The Fund shall provide the Subadviser with a list of investment companies sponsored by Virtus Investment Partners, Inc. and the Subadviser shall be in breach of the foregoing provision only if the investment company is included in such a list provided to the Subadviser prior to such prohibited action. In addition, the Subadviser shall not, without the prior written consent of the Fund and the Adviser, delegate any obligation assumed pursuant to this Agreement to any affiliated or unaffiliated third party. |
| 8. | Information and Reports . |
| A. | The Subadviser shall keep the Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the Fund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Trustees, the Subadviser shall provide the Adviser and the Trustees with reports regarding the Subadviser’s management of the Designated Series during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum |
| 3 |
| “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be mutually agreed upon by the Subadviser and the Adviser. |
| B. | Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. |
| C. | The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series required for any shareholder report, amended registration statement, or Prospectus supplement to be filed by the Fund with the SEC. |
| 9. | Fees for Services . The compensation of the Subadviser for its services under this Agreement shall be calculated and paid by the Adviser in accordance with the attached Schedule C. Pursuant to the Investment Advisory Agreement between the Fund and the Adviser, the Adviser is solely responsible for the payment of fees to the Subadviser. |
| 10. | Limitation of Liability . Except as otherwise stated in this Agreement, the Subadviser shall not be liable for any action taken, omitted or suffered to be taken by it in its best professional judgment, in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement, or in accordance with specific directions or instructions from the Fund, provided, however, that such acts or omissions shall not have constituted a material breach of the investment objectives, policies and restrictions applicable to the Designated Series as defined in the Prospectus and Statement of Additional Information, or a material breach of any laws, rules, regulations or orders applicable to the Designated Series, and that such acts or omissions shall not have resulted from the Subadviser’s willful misfeasance, bad faith or gross negligence, or reckless disregard of its obligations and duties hereunder. |
| 11. | Confidentiality . Subject to the duty of the Subadviser and the Fund to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential all information pertaining to the Designated Series and the actions of the Subadviser and the Fund in respect thereof. Notwithstanding the foregoing, the Fund and the Adviser agree that the Subadviser may (i) disclose in marketing materials and similar communications that the Subadviser has been engaged to manage assets of the Designated Series pursuant to this Agreement, and (ii) include performance statistics regarding the Designated Series in composite performance statistics regarding one or more groups of Subadviser's clients published or included in any of the foregoing communications, provided that the Subadviser does not identify any performance statistics as relating specifically to the Series. |
| 12. | Assignment . This Agreement shall terminate automatically in the event of its assignment, as that term is defined in Section 2(a)(4) of the Act. The Subadviser shall notify the Fund and the Adviser in writing sufficiently in advance of any proposed change of control, as defined in Section 2(a)(9) of the Act, as will enable the Fund to consider whether an assignment as defined in Section 2(a)(4) of the Act will occur, and to take the steps necessary to enter into a new contract with the Subadviser. |
| 13. | Representations, Warranties and Agreements |
| A. | The Subadviser represents, warrants and agrees that: |
| 1. | It is registered as an “investment adviser” under the Investment Advisers Act of 1940, as amended (“Advisers Act”). |
| 4 |
| 2. | It will maintain, keep current and preserve such records on behalf of the Fund, in the manner required or permitted by the Act and the Rules thereunder as are required of an investment adviser of a registered investment company (to the extent applicable). The Subadviser agrees that such records are the property of the Fund, and shall be surrendered to the Fund or to the Adviser as agent of the Fund promptly upon request of either. The Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. |
| 3. | It shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Fund and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser’s Code of Ethics. The Subadviser shall permit the Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. |
| 4. | It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, written policies and procedures reasonably designed to prevent violation, by it and its supervised persons, of the Advisers Act and the rules that the SEC has adopted under the Advisers Act. Throughout the term of this Agreement, the Subadviser shall provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of Subadviser’s compliance policies by the Adviser) that the Adviser may reasonably request to enable the Fund to comply with Rule 38a-1 under the Act. The Subadviser has provided the Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Fund and/or the Adviser. The Subadviser agrees to cooperate with periodic reviews by the Fund’s and/or the Adviser’s compliance personnel of the Subadviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Fund and/or the Adviser from time to time such additional information and certifications in respect of the Subadviser’s policies and procedures, compliance by the Subadviser with federal securities laws and related matters as the Fund’s and/or the Adviser’s compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. |
| 5. | The Subadviser will immediately notify the Fund and the Adviser of the occurrence of any event which would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Subadviser will also immediately notify the Fund and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Designated Series. |
| 5 |
| B. | The Fund represents, warrants and agrees that: |
| 1. | the Fund is a statutory trust established pursuant to the laws of State of Delaware; |
| 2. | the Fund is duly registered as an investment company under the 1940 Act; |
| 3. | the execution, delivery and performance of this Agreement are within the Fund’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the 1940 Act) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Fund; |
| 4. | no consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and |
| 5. | this Agreement constitutes a legal, valid and binding obligation enforceable against the Fund in accordance with its terms. |
| C. | The Adviser represents, warrants and agrees that: |
| 1. | The Adviser is a corporation duly established, validly existing and in good standing under the laws of the Commonwealth of Massachusetts and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; |
| 2. | Adviser is duly registered as an “investment adviser” under the Advisers Act; |
| 3. | Adviser has been duly appointed by the Trustees and shareholders of the Fund to provide investment services to the Fund as contemplated by the advisory contract; |
| 4. | the execution, delivery and performance of this Agreement are within Adviser’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Adviser; |
| 5. | no consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and |
| 6. | this Agreement constitutes a legal, valid and binding obligation enforceable against Adviser. |
| 14. | No Personal Liability . Reference is hereby made to the Declaration of Trust establishing the Fund, a copy of which has been filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name “Virtus Variable Insurance Trust” refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Fund shall be held to any personal liability in connection with the affairs of the Fund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other |
| 6 |
| liability of any shareholder, Trustee, officer, agent or employee of the Fund or of any successor of the Fund, whether such liability now exists or is hereafter incurred for claims against the trust estate. |
| 15. | Entire Agreement; Amendment . This Agreement, together with the Schedules attached hereto, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior written or oral agreements pertaining to the subject matter of this Agreement. This Agreement may be amended at any time, but only by written agreement among the Subadviser, the Adviser and the Fund, which amendment, other than amendments to Schedules A, B, D, E and F, is subject to the approval of the Trustees and the shareholders of the Series as and to the extent required by the Act, subject to any applicable orders of exemption issued by the SEC. |
| 16. | Effective Date; Term . This Agreement shall become effective on the date set forth on the first page of this Agreement, and shall continue in effect until December 31, 2017. This 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. |
| 17. | Termination . This Agreement may be terminated at any time without payment of any penalty (i) by the Board, or by a vote of a majority of the outstanding voting securities of the Fund (as defined in the Act), upon 30 days’ prior written notice to the Adviser and the Subadviser, (ii) by the Subadviser upon 30 days’ prior written notice to the Adviser and the Fund, or (iii) by the Adviser upon 30 days’ written notice to the Subadviser. This Agreement may also be terminated, without the payment of any penalty, by the Adviser or the Board immediately upon the material breach by the Subadviser of this Agreement or by the Subadviser immediately upon the material breach by the Adviser of this Agreement. This Agreement shall terminate automatically and immediately upon termination of the Advisory Agreement. This Agreement shall terminate automatically and immediately in the event of its assignment, as such term is defined in and interpreted under the terms of the Act and the rules promulgated thereunder. Provisions of this Agreement relating to indemnification shall survive any termination of this Agreement. |
| 18. | Applicable Law . To the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted, as the same may be amended from time to time, this Agreement shall be administered, construed and enforced according to the laws of the State of Delaware. |
| 19. | Severability . If any term or condition of this Agreement shall be invalid or unenforceable to any extent or in any application, then the remainder of this Agreement shall not be affected thereby, and each and every term and condition of this Agreement shall be valid and enforced to the fullest extent permitted by law. |
| 20. | Notices. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered personally or by overnight delivery service or mailed by certified or registered mail, return receipt requested and postage prepaid, or sent by facsimile addressed to the parties at their respective addresses set forth below, or at such other address as shall be designated by any party in a written notice to the other party. |
| (a) | To Virtus or the Fund at: |
Virtus Investment Advisers, Inc.
| 100 Pearl Street |
| Hartford, Connecticut 06103 |
| Attn: Jennifer Fromm |
| Telephone: (860) 263-4790 |
| Facsimile: (860) 241-1005 |
| E-mail: Jennifer.fromm@virtus.com |
| (b) | To the Subadviser at: |
| 7 |
Duff & Phelps Investment Management Co.
200 S. Wacker Drive, Suite 500
Chicago, IL 60606
Attn: Joyce Riegel, Chief Compliance Officer
Telephone: (312) 917-6541
Facsimile: (312) 876-1057
Email: Joyce.Riegel@dpimc.com
| 21. | Certifications . The Subadviser hereby warrants and represents that it will provide the requisite certifications reasonably requested by the chief executive officer and chief financial officer of the Fund necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR and Form N-Q as required under the Sarbanes-Oxley Act of 2002 to the extent that such reporting and certifications relate to the Subadviser’s duties and responsibilities under this Agreement. Subadviser shall provide a quarterly certification in a form substantially similar to that attached as Schedule E. |
| 22. | Indemnification . The Subadviser shall indemnify and hold harmless the Adviser from and against any and all claims, losses, liabilities, or damages (including reasonable attorney’s fees and other related expenses) (collectively, “Losses”) arising from the Subadviser’s willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties under this Agreement in the performance of its obligations under this Agreement; provided, however, that the Subadviser’s obligation under this Paragraph shall be reduced to the extent that the claim against, or the loss, liability, or damage experienced by the Adviser, is caused by or is otherwise directly related to (i) any breach by the Adviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Adviser in the performance of any of its duties or obligations hereunder, or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Subadviser or the Trust, or the omission of such information, by the Adviser for use therein. |
The Adviser shall indemnify and hold harmless the Subadviser from and against any and all Losses arising from the Adviser’s willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties under this Agreement in the performance of its obligations under this Agreement; provided, however, that the Adviser’s obligation under this Paragraph 6 shall be reduced to the extent that the claim against, or the loss, liability, or damage experienced by the Subadviser, is caused by or is otherwise directly related to (i) any breach by the Subadviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Subadviser in the performance of any of its duties or obligations hereunder, or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Subadviser that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust, or the omission of such information, by the Subadviser for use therein.
A party seeking indemnification hereunder (the “Indemnified Party”) will (i) provide prompt notice to the other of any claim (“Claim”) for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.
| 8 |
No party will be liable to another party for consequential damages under any provision of this Agreement.
| 23. | Relationship of Parties . By virtue of this Agreement, the Adviser, the Fund and Subadviser are not partners or joint venturers with each other and nothing in this Agreement shall be construed so as to make them partners or joint venturers or impose any liability as such on either of them. Subadviser shall perform its duties under this Agreement as an independent contractor and not as an agent of the Fund, the Trustees or the Adviser. |
| 24. | Receipt of Disclosure Document . The Fund and the Adviser acknowledge receipt, at least 48 hours prior to entering into this Agreement, of a copy of Part II of the Subadviser’s Form ADV containing certain information concerning the Subadviser and the nature of its business. |
| 25. | Counterparts; Fax Signatures . 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]
| 9 |
| VIRTUS VARIABLE INSURANCE TRUST | |||
| By: | /s/ W. Patrick Bradley | ||
| Name: W. Patrick Bradley | |||
| Title: Executive Vice President, Chief Financial Officer & Treasurer | |||
| VIRTUS INVESTMENT ADVISERS, INC. | |||
| By: | /s/ Francis G. Waltman | ||
| Name: Francis G. Waltman | |||
| Title: Executive Vice President | |||
| ACCEPTED: | ||
| DUFF & PHELPS INVESTMENT MANAGEMENT CO. | ||
| By: | /s/ Nathan Partain | |
| Name: Nathan Partain | ||
| Title: President & CIO | ||
| SCHEDULES: | A. | Operational Procedures |
| B. | Record Keeping Requirements | |
| C. | Fee Schedule | |
| D. | Subadviser Functions | |
| E. | Form of Sub-Certification | |
| F. | Designated Series |
| 10 |
SCHEDULE A
OPERATIONAL PROCEDURES
In order to minimize operational problems, it will be necessary for trade information to be supplied in a secure manner by the Subadviser to the Fund’s Service Providers, including: JPMorgan Chase Bank, National Association (the “Custodian”), Virtus Fund Services (the “Fund Administrator”) BNY Mellon Investment Servicing (US) Inc., (the “Sub-Accounting Agent”), any Prime Broker to the Series, and all other Counterparties/Brokers as required. The Subadviser must furnish the Fund’s service providers with required daily information as to executed trades in a format and time-frame agreed to by the Subadviser, Custodian, Fund Administrator, Sub-Accounting Agent and Prime Broker/Counterparties and designated persons of the Fund. Trade information sent to the Custodian, Fund Administrator, Sub-Accounting Agent and Prime Broker/Counterparties must include all necessary data within the required timeframes to allow such parties to perform their obligations to the Series.
The Sub-Accounting Agent specifically requires a daily trade blotter with a summary of all trades, in addition to trade feeds, including, if no trades are executed, a report to that effect. Daily information as to executed trades for same-day settlement and future trades must be sent to the Sub-Accounting Agent no later than 4:30 p.m. (Eastern Time) on the day of the trade each day the Fund is open for business. All other executed trades must be delivered to the Sub-Accounting Agent on Trade Date plus 1 by Noon (Eastern Time) to ensure that they are part of the Series’ NAV calculation. (The Subadviser will be responsible for reimbursement to the Fund for any loss caused by the Subadviser’s failure to comply with the requirements of this Schedule A.) On fiscal quarter ends and calendar quarter ends, all trades must be delivered to the Sub-Accounting Agent by 4:30 p.m. (Eastern Time) for inclusion in the financial statements of the Series. The data to be sent to the Sub-Accounting Agent and/or Fund Administrator will be as agreed by the Subadviser, Fund Administrator, Sub-Accounting Agent and designated persons of the Fund and shall include (without limitation) the following:
| 1. | Transaction type (e.g., purchase, sale, open, close, put call); |
| 2. | Security type (e.g., equity, fixed income, swap, future, option, short, long); |
| 3. | Security name; |
| 4. | Exchange identifier (e.g., CUSIP, ISIN, Sedol, OCC Symbol) (as applicable); |
| 5. | Number of shares and par, original face, contract amount, notional amount; |
| 6. | Transaction price per share (clean if possible); |
| 7. | Strike price; |
| 8. | Aggregate principal amount; |
| 9. | Executing broker; |
| 10. | Settlement agent; |
| 11. | Trade date; |
| 12. | Settlement date; |
| 13. | Aggregate commission or if a net trade; |
| 14. | Interest purchased or sold from interest bearing security; |
| 15. | Net proceeds of the transaction; |
| 16. | Trade commission reason: best execution, soft dollar or research (to be provided quarterly); |
| 17. | Derivative terms; |
| 18. | Non-deliverable forward classification (to be provided quarterly); |
| 19. | Maturity/expiration date; and |
| 20. | Details of margin and collateral movement. |
| 11 |
SCHEDULE B
RECORDS TO BE MAINTAINED BY THE SUBADVISER
| 1. | (Rule 31a-1(b)(5) and (6)) A record of each brokerage order, and all other series purchases and sales, given by the Subadviser on behalf of the Fund for, or in connection with, the purchase or sale of securities, whether executed or unexecuted. Such records shall include: |
| A. | The name of the broker; |
| B. | The terms and conditions of the order and of any modifications or cancellations thereof; |
| C. | The time of entry or cancellation; |
| D. | The price at which executed; |
| E. | The time of receipt of a report of execution; and |
| F. | The name of the person who placed the order on behalf of the Fund. |
| 2. | (Rule 31a-1(b)(9)) A record for each fiscal quarter, completed within ten (10) days after the end of the quarter, showing specifically the basis or bases upon which the allocation of orders for the purchase and sale of series securities to named brokers or dealers was effected, and the division of brokerage commissions or other compensation on such purchase and sale orders. Such record: |
| A. | Shall include the consideration given to: |
| (i) | The sale of shares of the Fund by brokers or dealers. |
| (ii) | The supplying of services or benefits by brokers or dealers to: |
| (a) | The Fund, |
| (b) | The Adviser, |
| (c) | The Subadviser, and |
| (d) | Any person other than the foregoing. |
| (iii) | Any other consideration other than the technical qualifications of the brokers and dealers as such. |
| B. | Shall show the nature of the services or benefits made available. |
| C. | Shall describe in detail the application of any general or specific formula or other determinant used in arriving at such allocation of purchase and sale orders and such division of brokerage commissions or other compensation. |
| D. | Shall show the name of the person responsible for making the determination of such allocation and such division of brokerage commissions or other compensation. |
| 3. | (Rule 31a-1(b)(10)) A record in the form of an appropriate memorandum identifying the person or persons, committees or groups authorizing the purchase or sale of series securities. Where a committee or group makes an authorization, a record shall be kept of the names of its members who participate in the authorization. There shall be retained as part of this record: any memorandum, recommendation or instruction supporting or authorizing the purchase or sale of series securities and such other information as is appropriate to support the authorization. * |
| 4. | (Rule 31a-1(f)) Such accounts, books and other documents as are required to be maintained by registered investment advisers by rule adopted under Section 204 of the Advisers Act, to the extent such records are necessary or appropriate to record the Subadviser’s transactions for the Fund. |
| 5. | Records as necessary under Board approved Virtus Mutual Funds policies and procedures, including without limitation those related to valuation determinations. |
* Such information might include: current financial information, annual and quarterly reports, press releases, reports by analysts and from brokerage firms (including their recommendations, i.e., buy, sell, hold) or any internal reports or subadviser review.
| 12 |
SCHEDULE C
SUBADVISORY FEE
(a) For services provided to the Fund, the Adviser will pay to the Subadviser a fee, payable monthly 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 the Designated Series shall be valued as set forth in the then current registration statement of the Fund.
(b)
| Name of Series |
Proposed Subadvisory Fee to be Paid by VIA to Duff & Phelps Investment Management Co. |
| Virtus International Series | 50% of the net advisory fee payable to the adviser |
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 Designated Series 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.
| 13 |
SCHEDULE D
SUBADVISER FUNCTIONS
With respect to managing the investment and reinvestment of the assets of the Designated Series, the Subadviser shall provide, at its own expense:
| (a) | An investment program for the Designated Series consistent with its investment objectives based upon the development, review and adjustment of buy/sell strategies approved from time to time by the Board of Trustees and the Adviser in paragraph 3 of this Subadvisory Agreement and implementation of that program; |
| (b) | Periodic reports, on at least a quarterly basis, in form and substance acceptable to the Adviser, with respect to: i) compliance with the Code of Ethics and the Fund’s code of ethics; ii) compliance with procedures adopted from time to time by the Trustees of the Fund relative to securities eligible for resale under Rule 144A under the Securities Act of 1933, as amended; iii) diversification of assets of the Designated Series in accordance with the then prevailing Prospectus and Statement of Additional Information pertaining to the Designated Series and governing laws, regulations, rules and orders; iv) compliance with governing restrictions relating to the fair valuation of securities for which market quotations are not readily available or considered "illiquid" for the purposes of complying with the Designated Series’ limitation on acquisition of illiquid securities; v) any and all other reports reasonably requested in accordance with or described in this Agreement; and vi) the implementation of the Designated Series’ investment program, including, without limitation, analysis of Designated Series performance; |
| (c) | Promptly after filing with the SEC an amendment to its Form ADV, a copy of such amendment to the Adviser and the Trustees; |
| (d) | Attendance by appropriate representatives of the Subadviser at meetings requested by the Adviser or Trustees at such time(s) and location(s) as reasonably requested by the Adviser or Trustees; and |
| (e) | Notice to the Trustees and the Adviser of the occurrence of any event which would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. |
| (f) | Provide reasonable assistance in the valuation of securities including the participation of appropriate representatives at fair valuation committee meetings. |
| 14 |
SCHEDULE E
FORM OF SUB-CERTIFICATION
| To: |
| Re: | Subadviser’s Form N-CSR and Form N-Q Certification for the [Name of Designated Series]. |
| From: | [Name of Subadviser] |
Representations in support of Investment Company Act Rule 30a-2 certifications of Form N-CSR and Form N-Q.
| [Name of Designated Series]. |
In connection with your certification responsibility under Rule 30a-2 and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, I have reviewed the following information presented in the schedule of investments for the period ended [Date of Reporting Period] (the “Report”) which forms part of the N-CSR or N-Q, as applicable, for the Fund.
Schedule of Investments
Our organization has designed, implemented and maintained internal controls and procedures, designed for the purpose of ensuring the accuracy and completeness of relevant portfolio trade data transmitted to those responsible for the preparation of the Schedule of Investments. As of the date of this certification there have been no material modifications to these internal controls and procedures.
In addition, our organization has:
| a. | Designed such internal controls and procedures to ensure that material information is made known to the appropriate groups responsible for servicing the above-mentioned mutual fund. |
| b. | Evaluated the effectiveness of our internal controls and procedures, as of a date within 90 days prior to the date of this certification and we have concluded that such controls and procedures are effective. |
| c. | In addition, to the best of my knowledge, there has been no fraud, whether or not material, that involves our organization’s management or other employees who have a significant role in our organization’s control and procedures as they relate to our duties as subadviser to the Designated Series. |
I have read the draft of the Report which I understand to be current as of [Date of Reporting Period] and based on my knowledge, such draft of the Report does not, with respect to the Designated Series, contain any untrue statement of a material fact or omit to state a material fact necessary to make the information contained therein, in light of the circumstances under which such information is presented, not misleading with respect to the period covered by such draft Report.
I have disclosed, based on my most recent evaluation, to the Designated Series’ Chief Accounting Officer:
| a. | All significant changes, deficiencies and material weakness, if any, in the design or operation of the Subadviser’s internal controls and procedures which could adversely affect the Registrant’s ability to record, process, summarize and report financial data with respect to the Designated Series in a timely fashion; |
| b. | Any fraud, whether or not material, that involves the Subadviser’s management or other employees who have a significant role in the Subadviser’s internal controls and procedures for financial reporting. |
| 15 |
I certify that to the best of my knowledge:
| a. | The Subadviser’s Portfolio Manager(s) has/have complied with the restrictions and reporting requirements of the Code of Ethics (the “Code”). The term Portfolio Manager is as defined in the Code. |
| b. | The Subadviser has complied with the Prospectus and Statement of Additional Information of the Designated Series and the Policies and Procedures of the Designated Series as adopted by the Series Board of Trustees. |
| c. | I have no knowledge of any compliance violations except as disclosed in writing to the Virtus Compliance Department by me or by the Subadviser’s compliance administrator. |
| d. | The Subadviser has complied with the rules and regulations of the 33 Act and 40 Act, and such other regulations as may apply to the extent those rules and regulations pertain to the responsibilities of the Subadviser with respect to the Designated Series as outlined above. |
| e. | Since the submission of our most recent certification there have not been any divestments of securities of issuers that conduct or have direct investments in business operations in Sudan. |
This certification relates solely to the Designated Series named above and may not be relied upon by any other fund or entity.
The Subadviser does not maintain the official books and records of the above Designated Series. The Subadviser’s records are based on its own portfolio management system, a record-keeping system that is not intended to serve as the Designated Series official accounting system. The Subadviser is not responsible for the preparation of the Report.
| _______________________________ | __________________________ | |
| [Name of Subadviser] | Date | |
| [Name of Authorized Signer] | ||
| [Title of Authorized Signer] |
| 16 |
SCHEDULE F
DESIGNATED SERIES
Virtus International Series
| 17 |
Exhibit d.7
VIRTUS VARIABLE INSURANCE TRUST
VIRTUS STRATEGIC ALLOCATION SERIES
SUBADVISORY AGREEMENT
| November 2, 2016 |
Kayne Anderson Rudnick Investment Management, LLC
1800 Avenue of the Stars, 2nd Floor
Los Angeles, CA 90067
| RE: | Subadvisory Agreement |
Ladies and Gentlemen:
Virtus Variable Insurance Trust (the “Fund”) is an open-end investment company of the series type registered under the Investment Company Act of 1940 (the “Act”), as amended, and is subject to the rules and regulations promulgated thereunder. The shares of the Fund are offered or may be offered in several series, including Virtus Strategic Allocation Series (sometimes hereafter referred to as the “Series”).
Virtus Investment Advisers, Inc. (the “Adviser”) evaluates and recommends series advisers for the Series and is responsible for the day-to-day management of the Series.
| 1. | Employment as a Subadviser . The Adviser, being duly authorized, hereby employs Kayne Anderson Rudnick Investment Management, LLC (the “Subadviser”) as a discretionary series adviser to invest and reinvest that discrete portion of the assets of the Series designated by the Adviser (the “Allocated Portion”) as set forth on Schedule F attached hereto on the terms and conditions set forth herein. It is acknowledged and agreed that the Adviser may appoint from time to time other subadvisers in addition to the Subadviser to manage the assets of the Series that do not constitute the Allocated Portion and nothing in this Agreement shall be construed or interpreted to grant the Subadviser an exclusive arrangement to act as the sole subadviser to the Series. It is further acknowledged and agreed that the Adviser makes no commitment to designate any portion of the Series assets to the Subadviser of the Allocated Portion. |
| 2. | Acceptance of Employment; Standard of Performance . The Subadviser accepts its employment as a discretionary series adviser of the Allocated Portion of the Series and agrees to use its best professional judgment to make investment decisions for the Allocated Portion of the Series in accordance with the provisions of this Agreement and as set forth in Schedule D attached hereto and made a part hereof. |
| 3. | Services of Subadviser . In providing management services to the Allocated Portion of the Series, the Subadviser shall be subject to the investment objectives, policies and restrictions of the Fund as they apply to the Series and as set forth in the Fund’s then current prospectus (“Prospectus”) and statement of additional information (“Statement of Additional Information”) filed with the Securities and Exchange Commission (the “SEC”) as part of the Fund’s Registration Statement, as may be periodically amended and provided to the Subadviser by the Adviser, and to the investment restrictions set forth in the Act and the Rules thereunder, to the supervision and control of the Trustees of the Fund (the “Trustees”), and to instructions from the Adviser. The Subadviser shall not, without the Fund’s prior written approval, effect any transactions that would cause the Allocated Portion of the Series at the time of the transaction to be out of compliance with any of such restrictions or policies. Except as expressly set forth in this Agreement, the Subadviser shall not be responsible for aspects of the Series’ investment program other than managing the Allocated Portion of the Series in accordance with the terms and conditions of this Agreement, including without limitation the requirements of this Section 3 and Schedule D of this Agreement. |
| 4. | Transaction Procedures . All series transactions for the Allocated Portion of the Series shall be consummated by payment to, or delivery by, the Custodian(s) from time to time designated by the Fund (the “Custodian”), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Series. The Subadviser shall not have possession or custody of such cash and/or securities or any responsibility or liability with respect to such custody. The Subadviser shall advise the Custodian and confirm in writing to the Fund all investment orders for the Allocated Portion of the Series placed by it with brokers and dealers at the time and in the manner set forth in Schedule A hereto (as amended from time to time). The Fund shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Subadviser. The Fund shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Subadviser shall have no responsibility or liability with respect to custodial arrangements or the act, omissions or other conduct of the Custodian. |
| 5. | Allocation of Brokerage . The Subadviser shall have authority and discretion to select brokers and dealers to execute the transactions for the Allocated Portion of the Series initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. |
| A. | In placing orders for the sale and purchase of securities for the Allocated Portion of the Series, the Subadviser’s primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Allocated Portion of the Series, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s overall responsibilities with respect to its clients, including the Allocated Portion of the Series, as to which the Subadviser exercises investment discretion, notwithstanding that the Allocated Portion of the Series may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Allocated Portion of the Series a lower commission on the particular transaction. |
| B. | The Subadviser may manage other portfolios and expects that the Allocated Portion of the Series and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Allocated Portion of the Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser to be equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Allocated Portion of the Series and to such other accounts. |
| C. | The Subadviser shall not execute any Series transactions for the Allocated Portion of the Series with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of the Fund, the Subadviser, any subadviser to any other Series of the Fund, or the Adviser; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund or the Adviser, and applicable policies and procedures. |
| D. | Consistent with its fiduciary obligations to the Fund in respect of the Allocated Portion of the Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the |
| 2 |
| Allocated Portion of the Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and procedures. |
| 6. | Proxies . |
| A. | Unless the Adviser or the Fund gives the Subadviser written instructions to the contrary, the Subadviser, or a third party designee acting under the authority and supervision of the Subadviser, shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the assets of the Allocated Portion of the Series. Unless the Adviser or the Fund gives the Subadviser written instructions to the contrary, the Subadviser will, in compliance with the proxy voting procedures of the Allocated Portion of the Series then in effect, vote or abstain from voting, all proxies solicited by or with respect to the issuers of securities in which assets of the Allocated Portion of the Series may be invested. The Adviser shall cause the Custodian to forward promptly to the Subadviser all proxies upon receipt, so as to afford the Subadviser a reasonable amount of time in which to determine how to vote such proxies. The Subadviser agrees to provide the Adviser in a timely manner with a record of votes cast containing all of the voting information required by Form N-PX in an electronic format to enable the Fund to file Form N-PX as required by Rule 30b1-4 under the Act. |
| B. | The Subadviser is authorized to deal with reorganizations, exchange offers and other voluntary corporate actions with respect to securities held in the Allocated Portion of the Series in such manner as the Subadviser deems advisable, unless the Fund or the Adviser otherwise specifically directs in writing. With the Adviser’s approval, the Subadviser shall also have the authority to: (i) identify, evaluate and pursue legal claims, including commencing or defending suits, affecting the securities held at any time in the Allocated Portion of the Series, including claims in bankruptcy, class action securities litigation and other litigation; (ii) participate in such litigation or related proceedings with respect to such securities as the Subadviser deems appropriate to preserve or enhance the value of the Allocated Portion of the Series, including filing proofs of claim and related documents and serving as “lead plaintiff” in class action lawsuits; (iii) exercise generally any of the powers of an owner with respect to the supervision and management of such rights or claims, including the settlement, compromise or submission to arbitration of any claims, the exercise of which the Subadviser deems to be in the best interest of the Allocated Portion of the Series or required by applicable law, including ERISA, and (iv) employ suitable agents, including legal counsel, and to pay their reasonable fees, expenses and related costs from the Allocated Portion of the Series. |
| 7. | Prohibited Conduct . In providing the services described in this Agreement, the Subadviser’s responsibility regarding investment advice hereunder is limited to the Allocated Portion of the Series, and the Subadviser will not consult with any other investment advisory firm that provides investment advisory services to the Fund or any other investment company sponsored by Virtus Investment Partners, Inc. regarding transactions for the Fund in securities or other assets. The Fund shall provide the Subadviser with a list of investment companies sponsored by Virtus Investment Partners, Inc. and the Subadviser shall be in breach of the foregoing provision only if the investment company is included in such a list provided to the Subadviser prior to such prohibited action. In addition, the Subadviser shall not, without the prior written consent of the Fund and the Adviser, delegate any obligation assumed pursuant to this Agreement to any affiliated or unaffiliated third party. |
| 8. | Information and Reports . |
| A. | The Subadviser shall keep the Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Allocated Portion of the Series. In this regard, the Subadviser shall provide the Fund, the Adviser and their respective officers with such periodic reports concerning the |
| 3 |
| obligations the Subadviser has assumed under this Agreement as the Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Trustees, the Subadviser shall provide the Adviser and the Trustees with reports regarding the Subadviser’s management of the Allocated Portion of the Series during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Fund’s investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be mutually agreed upon by the Subadviser and the Adviser. |
| B. | Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. |
| C. | The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Allocated Portion of the Series required for any shareholder report, amended registration statement, or Prospectus supplement to be filed by the Fund with the SEC. |
| 9. | Fees for Services . The compensation of the Subadviser for its services under this Agreement shall be calculated and paid by the Adviser in accordance with the attached Schedule C. Pursuant to the Investment Advisory Agreement between the Fund and the Adviser, the Adviser is solely responsible for the payment of fees to the Subadviser. |
| 10. | Limitation of Liability . Except as otherwise stated in this Agreement, the Subadviser shall not be liable for any action taken, omitted or suffered to be taken by it in its best professional judgment, in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement, or in accordance with specific directions or instructions from the Fund, provided, however, that such acts or omissions shall not have constituted a material breach of the investment objectives, policies and restrictions applicable to the Allocated Portion of the Series as defined in the Prospectus and Statement of Additional Information, or a material breach of any laws, rules, regulations or orders applicable to the Allocated Portion of the Series, and that such acts or omissions shall not have resulted from the Subadviser’s willful misfeasance, bad faith or gross negligence, or reckless disregard of its obligations and duties hereunder. |
| 11. | Confidentiality . Subject to the duty of the Subadviser and the Fund to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential all information pertaining to the Allocated Portion of the Series and the actions of the Subadviser and the Fund in respect thereof. Notwithstanding the foregoing, the Fund and the Adviser agree that the Subadviser may (i) disclose in marketing materials and similar communications that the Subadviser has been engaged to manage assets of the Allocated Portion of the Series pursuant to this Agreement, and (ii) include performance statistics regarding the Allocated Portion of the Series in composite performance statistics regarding one or more groups of Subadviser's clients published or included in any of the foregoing communications, provided that the Subadviser does not identify any performance statistics as relating specifically to the Series. |
| 12. | Assignment . This Agreement shall terminate automatically in the event of its assignment, as that term is defined in Section 2(a)(4) of the Act. The Subadviser shall notify the Fund and the Adviser in writing sufficiently in advance of any proposed change of control, as defined in Section 2(a)(9) of the Act, as will enable the Fund to consider whether an assignment as defined in Section 2(a)(4) of the Act will occur, and to take the steps necessary to enter into a new contract with the Subadviser. |
| 4 |
| 13. | Representations, Warranties and Agreements |
| A. | The Subadviser represents, warrants and agrees that: |
| 1. | It is registered as an “investment adviser” under the Investment Advisers Act of 1940, as amended (“Advisers Act”). |
| 2. | It will maintain, keep current and preserve such records on behalf of the Fund, in the manner required or permitted by the Act and the Rules thereunder as are required of an investment adviser of a registered investment company (to the extent applicable). The Subadviser agrees that such records are the property of the Fund, and shall be surrendered to the Fund or to the Adviser as agent of the Fund promptly upon request of either. The Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. |
| 3. | It shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Fund and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser’s Code of Ethics. The Subadviser shall permit the Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. |
| 4. | It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, written policies and procedures reasonably designed to prevent violation, by it and its supervised persons, of the Advisers Act and the rules that the SEC has adopted under the Advisers Act. Throughout the term of this Agreement, the Subadviser shall provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of Subadviser’s compliance policies by the Adviser) that the Adviser may reasonably request to enable the Fund to comply with Rule 38a-1 under the Act. The Subadviser has provided the Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Fund and/or the Adviser. The Subadviser agrees to cooperate with periodic reviews by the Fund’s and/or the Adviser’s compliance personnel of the Subadviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Fund and/or the Adviser from time to time such additional information and certifications in respect of the Subadviser’s policies and procedures, compliance by the Subadviser with federal securities laws and related matters as the Fund’s and/or the Adviser’s compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Allocated Portion of the Series. |
| 5 |
| 5. | The Subadviser will immediately notify the Fund and the Adviser of the occurrence of any event which would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Subadviser will also immediately notify the Fund and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Allocated Portion of the Series. |
| B. | The Fund represents, warrants and agrees that: |
| 1. | the Fund is a statutory trust established pursuant to the laws of State of Delaware; |
| 2. | the Fund is duly registered as an investment company under the 1940 Act; |
| 3. | the execution, delivery and performance of this Agreement are within the Fund’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the 1940 Act) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Fund; |
| 4. | no consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and |
| 5. | this Agreement constitutes a legal, valid and binding obligation enforceable against the Fund in accordance with its terms. |
| C. | The Adviser represents, warrants and agrees that: |
| 1. | The Adviser is a corporation duly established, validly existing and in good standing under the laws of the Commonwealth of Massachusetts and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; |
| 2. | Adviser is duly registered as an “investment adviser” under the Advisers Act; |
| 3. | Adviser has been duly appointed by the Trustees and shareholders of the Fund to provide investment services to the Fund as contemplated by the advisory contract; |
| 4. | the execution, delivery and performance of this Agreement are within Adviser’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Adviser; |
| 5. | no consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and |
| 6. | this Agreement constitutes a legal, valid and binding obligation enforceable against Adviser. |
| 14. | No Personal Liability . Reference is hereby made to the Declaration of Trust establishing the Fund, a copy of which has been filed with the Secretary of the State of Delaware and elsewhere as required by law, and |
| 6 |
| to any and all amendments thereto so filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name “Virtus Variable Insurance Trust” refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Fund shall be held to any personal liability in connection with the affairs of the Fund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Fund or of any successor of the Fund, whether such liability now exists or is hereafter incurred for claims against the trust estate. |
| 15. | Entire Agreement; Amendment . This Agreement, together with the Schedules attached hereto, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior written or oral agreements pertaining to the subject matter of this Agreement. This Agreement may be amended at any time, but only by written agreement among the Subadviser, the Adviser and the Fund, which amendment, other than amendments to Schedules A, B, D, E and F, is subject to the approval of the Trustees and the shareholders of the Series as and to the extent required by the Act, subject to any applicable orders of exemption issued by the SEC. |
| 16. | Effective Date; Term . This Agreement shall become effective on the date set forth on the first page of this Agreement, and shall continue in effect until December 31, 2017. This 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. |
| 17. | Termination . This Agreement may be terminated at any time without payment of any penalty (i) by the Board, or by a vote of a majority of the outstanding voting securities of the Fund (as defined in the Act), upon 30 days’ prior written notice to the Adviser and the Subadviser, (ii) by the Subadviser upon 30 days’ prior written notice to the Adviser and the Fund, or (iii) by the Adviser upon 30 days’ written notice to the Subadviser. This Agreement may also be terminated, without the payment of any penalty, by the Adviser or the Board immediately upon the material breach by the Subadviser of this Agreement or by the Subadviser immediately upon the material breach by the Adviser of this Agreement. This Agreement shall terminate automatically and immediately upon termination of the Advisory Agreement. This Agreement shall terminate automatically and immediately in the event of its assignment, as such term is defined in and interpreted under the terms of the Act and the rules promulgated thereunder. Provisions of this Agreement relating to indemnification shall survive any termination of this Agreement. |
| 18. | Applicable Law . To the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted, as the same may be amended from time to time, this Agreement shall be administered, construed and enforced according to the laws of the State of Delaware. |
| 19. | Severability . If any term or condition of this Agreement shall be invalid or unenforceable to any extent or in any application, then the remainder of this Agreement shall not be affected thereby, and each and every term and condition of this Agreement shall be valid and enforced to the fullest extent permitted by law. |
| 20. | Notices. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered personally or by overnight delivery service or mailed by certified or registered mail, return receipt requested and postage prepaid, or sent by facsimile addressed to the parties at their respective addresses set forth below, or at such other address as shall be designated by any party in a written notice to the other party. |
| (a) | To Virtus or the Fund at: |
Virtus Investment Advisers, Inc.
| 7 |
| 100 Pearl Street |
| Hartford, Connecticut 06103 |
| Attn: Jennifer Fromm |
| Telephone: (860) 263-4790 |
| Facsimile: (860) 241-1005 |
| E-mail: Jennifer.fromm@virtus.com |
| (b) | To the Subadviser at: |
Kayne Anderson Rudnick Investment Management, LLC
1800 Avenue of the Stars, 2 nd Floor
Los Angeles, CA 90067
| Attn: Judy Ridder, Chief Compliance Officer |
| Telephone: (310) 712-2909 |
| Facsimile: (310) 282-2959 |
| Email: JRidder@Kayne.com |
| 21. | Certifications . The Subadviser hereby warrants and represents that it will provide the requisite certifications reasonably requested by the chief executive officer and chief financial officer of the Fund necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR and Form N-Q as required under the Sarbanes-Oxley Act of 2002 to the extent that such reporting and certifications relate to the Subadviser’s duties and responsibilities under this Agreement. Subadviser shall provide a quarterly certification in a form substantially similar to that attached as Schedule E. |
| 22. | Indemnification . The Subadviser shall indemnify and hold harmless the Adviser from and against any and all claims, losses, liabilities, or damages (including reasonable attorney’s fees and other related expenses) (collectively, “Losses”) arising from the Subadviser’s willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties under this Agreement in the performance of its obligations under this Agreement; provided, however, that the Subadviser’s obligation under this Paragraph shall be reduced to the extent that the claim against, or the loss, liability, or damage experienced by the Adviser, is caused by or is otherwise directly related to (i) any breach by the Adviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Adviser in the performance of any of its duties or obligations hereunder, or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Subadviser or the Trust, or the omission of such information, by the Adviser for use therein. |
The Adviser shall indemnify and hold harmless the Subadviser from and against any and all Losses arising from the Adviser’s willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties under this Agreement in the performance of its obligations under this Agreement; provided, however, that the Adviser’s obligation under this Paragraph 6 shall be reduced to the extent that the claim against, or the loss, liability, or damage experienced by the Subadviser, is caused by or is otherwise directly related to (i) any breach by the Subadviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Subadviser in the performance of any of its duties or obligations hereunder, or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Subadviser that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust, or the omission of such information, by the Subadviser for use therein.
| 8 |
A party seeking indemnification hereunder (the “Indemnified Party”) will (i) provide prompt notice to the other of any claim (“Claim”) for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.
No party will be liable to another party for consequential damages under any provision of this Agreement.
| 23. | Relationship of Parties . By virtue of this Agreement, the Adviser, the Fund and Subadviser are not partners or joint venturers with each other and nothing in this Agreement shall be construed so as to make them partners or joint venturers or impose any liability as such on either of them. Subadviser shall perform its duties under this Agreement as an independent contractor and not as an agent of the Fund, the Trustees or the Adviser. |
| 24. | Receipt of Disclosure Document . The Fund and the Adviser acknowledge receipt, at least 48 hours prior to entering into this Agreement, of a copy of Part II of the Subadviser’s Form ADV containing certain information concerning the Subadviser and the nature of its business. |
| 25. | Counterparts; Fax Signatures . 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]
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| VIRTUS VARIABLE INSURANCE TRUST | |||
| By: | /s/ W. Patrick Bradley | ||
| Name: W. Patrick Bradley | |||
| Title: Executive Vice President, Chief Financial Officer & Treasurer | |||
| 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: COO | ||
| SCHEDULES: | A. | Operational Procedures |
| B. | Record Keeping Requirements | |
| C. | Fee Schedule | |
| D. | Subadviser Functions | |
| E. | Form of Sub-Certification | |
| F. | Allocated Portion of the Series |
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SCHEDULE A
OPERATIONAL PROCEDURES
In order to minimize operational problems, it will be necessary for trade information to be supplied in a secure manner by the Subadviser to the Fund’s Service Providers, including: JPMorgan Chase Bank, National Association (the “Custodian”), Virtus Fund Services (the “Fund Administrator”) BNY Mellon Investment Servicing (US) Inc., (the “Sub-Accounting Agent”), any Prime Broker to the Series, and all other Counterparties/Brokers as required. The Subadviser must furnish the Fund’s service providers with required daily information as to executed trades in a format and time-frame agreed to by the Subadviser, Custodian, Fund Administrator, Sub-Accounting Agent and Prime Broker/Counterparties and designated persons of the Fund. Trade information sent to the Custodian, Fund Administrator, Sub-Accounting Agent and Prime Broker/Counterparties must include all necessary data within the required timeframes to allow such parties to perform their obligations to the Series.
The Sub-Accounting Agent specifically requires a daily trade blotter with a summary of all trades, in addition to trade feeds, including, if no trades are executed, a report to that effect. Daily information as to executed trades for same-day settlement and future trades must be sent to the Sub-Accounting Agent no later than 4:30 p.m. (Eastern Time) on the day of the trade each day the Fund is open for business. All other executed trades must be delivered to the Sub-Accounting Agent on Trade Date plus 1 by Noon (Eastern Time) to ensure that they are part of the Series’ NAV calculation. (The Subadviser will be responsible for reimbursement to the Fund for any loss caused by the Subadviser’s failure to comply with the requirements of this Schedule A.) On fiscal quarter ends and calendar quarter ends, all trades must be delivered to the Sub-Accounting Agent by 4:30 p.m. (Eastern Time) for inclusion in the financial statements of the Series. The data to be sent to the Sub-Accounting Agent and/or Fund Administrator will be as agreed by the Subadviser, Fund Administrator, Sub-Accounting Agent and designated persons of the Fund and shall include (without limitation) the following:
| 1. | Transaction type (e.g., purchase, sale, open, close, put call); |
| 2. | Security type (e.g., equity, fixed income, swap, future, option, short, long); |
| 3. | Security name; |
| 4. | Exchange identifier (e.g., CUSIP, ISIN, Sedol, OCC Symbol) (as applicable); |
| 5. | Number of shares and par, original face, contract amount, notional amount; |
| 6. | Transaction price per share (clean if possible); |
| 7. | Strike price; |
| 8. | Aggregate principal amount; |
| 9. | Executing broker; |
| 10. | Settlement agent; |
| 11. | Trade date; |
| 12. | Settlement date; |
| 13. | Aggregate commission or if a net trade; |
| 14. | Interest purchased or sold from interest bearing security; |
| 15. | Net proceeds of the transaction; |
| 16. | Trade commission reason: best execution, soft dollar or research (to be provided quarterly); |
| 17. | Derivative terms; |
| 18. | Non-deliverable forward classification (to be provided quarterly); |
| 19. | Maturity/expiration date; and |
| 20. | Details of margin and collateral movement. |
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SCHEDULE B
RECORDS TO BE MAINTAINED BY THE SUBADVISER
| 1. | (Rule 31a-1(b)(5) and (6)) A record of each brokerage order, and all other series purchases and sales, given by the Subadviser on behalf of the Fund for, or in connection with, the purchase or sale of securities, whether executed or unexecuted. Such records shall include: |
| A. | The name of the broker; |
| B. | The terms and conditions of the order and of any modifications or cancellations thereof; |
| C. | The time of entry or cancellation; |
| D. | The price at which executed; |
| E. | The time of receipt of a report of execution; and |
| F. | The name of the person who placed the order on behalf of the Fund. |
| 2. | (Rule 31a-1(b)(9)) A record for each fiscal quarter, completed within ten (10) days after the end of the quarter, showing specifically the basis or bases upon which the allocation of orders for the purchase and sale of series securities to named brokers or dealers was effected, and the division of brokerage commissions or other compensation on such purchase and sale orders. Such record: |
| A. | Shall include the consideration given to: |
| (i) | The sale of shares of the Fund by brokers or dealers. |
| (ii) | The supplying of services or benefits by brokers or dealers to: |
| (a) | The Fund, |
| (b) | The Adviser, |
| (c) | The Subadviser, and |
| (d) | Any person other than the foregoing. |
| (iii) | Any other consideration other than the technical qualifications of the brokers and dealers as such. |
| B. | Shall show the nature of the services or benefits made available. |
| C. | Shall describe in detail the application of any general or specific formula or other determinant used in arriving at such allocation of purchase and sale orders and such division of brokerage commissions or other compensation. |
| D. | Shall show the name of the person responsible for making the determination of such allocation and such division of brokerage commissions or other compensation. |
| 3. | (Rule 31a-1(b)(10)) A record in the form of an appropriate memorandum identifying the person or persons, committees or groups authorizing the purchase or sale of series securities. Where a committee or group makes an authorization, a record shall be kept of the names of its members who participate in the authorization. There shall be retained as part of this record: any memorandum, recommendation or instruction supporting or authorizing the purchase or sale of series securities and such other information as is appropriate to support the authorization. * |
| 4. | (Rule 31a-1(f)) Such accounts, books and other documents as are required to be maintained by registered investment advisers by rule adopted under Section 204 of the Advisers Act, to the extent such records are necessary or appropriate to record the Subadviser’s transactions for the Fund. |
| 5. | Records as necessary under Board approved Virtus Mutual Funds policies and procedures, including without limitation those related to valuation determinations. |
* Such information might include: current financial information, annual and quarterly reports, press releases, reports by analysts and from brokerage firms (including their recommendations, i.e., buy, sell, hold) or any internal reports or subadviser review.
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SCHEDULE C
SUBADVISORY FEE
(a) For services provided to the Fund, the Adviser will pay to the Subadviser a fee, payable monthly 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 the Allocated Portion of the Series shall be valued as set forth in the then current registration statement of the Fund.
(b)
| Name of Series |
Proposed Subadvisory Fee to be Paid by VIA to Kayne Anderson Rudnick Investment Management, LLC |
| Virtus Strategic Allocation Series | 50% of the net advisory fee applicable to the assets indicated by Schedule F |
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 Allocated Portion of the Series 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.
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SCHEDULE D
SUBADVISER FUNCTIONS
With respect to managing the investment and reinvestment of the assets of the Allocated Portion of the Series, the Subadviser shall provide, at its own expense:
| (a) | An investment program for the Allocated Portion of the Series consistent with its investment objectives based upon the development, review and adjustment of buy/sell strategies approved from time to time by the Board of Trustees and the Adviser in paragraph 3 of this Subadvisory Agreement and implementation of that program; |
| (b) | Periodic reports, on at least a quarterly basis, in form and substance acceptable to the Adviser, with respect to: i) compliance with the Code of Ethics and the Fund’s code of ethics; ii) compliance with procedures adopted from time to time by the Trustees of the Fund relative to securities eligible for resale under Rule 144A under the Securities Act of 1933, as amended; iii) diversification of assets of the Allocated Portion of the Series in accordance with the then prevailing Prospectus and Statement of Additional Information pertaining to the Allocated Portion of the Series and governing laws, regulations, rules and orders; iv) compliance with governing restrictions relating to the fair valuation of securities for which market quotations are not readily available or considered "illiquid" for the purposes of complying with the Allocated Portion of the Series’ limitation on acquisition of illiquid securities; v) any and all other reports reasonably requested in accordance with or described in this Agreement; and vi) the implementation of the Allocated Portion of the Series’ investment program, including, without limitation, analysis of Allocated Portion of the Series performance; |
| (c) | Promptly after filing with the SEC an amendment to its Form ADV, a copy of such amendment to the Adviser and the Trustees; |
| (d) | Attendance by appropriate representatives of the Subadviser at meetings requested by the Adviser or Trustees at such time(s) and location(s) as reasonably requested by the Adviser or Trustees; and |
| (e) | Notice to the Trustees and the Adviser of the occurrence of any event which would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. |
| (f) | Provide reasonable assistance in the valuation of securities including the participation of appropriate representatives at fair valuation committee meetings. |
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SCHEDULE E
FORM OF SUB-CERTIFICATION
| To: |
| Re: | Subadviser’s Form N-CSR and Form N-Q Certification for the [Name of Series]. |
| From: | [Name of Subadviser] |
Representations in support of Investment Company Act Rule 30a-2 certifications of Form N-CSR and Form N-Q.
| [Name of Series]. |
In connection with your certification responsibility under Rule 30a-2 and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, I have reviewed the following information presented in the schedule of investments for the period ended [Date of Reporting Period] (the “Report”) which forms part of the N-CSR or N-Q, as applicable, for the Fund.
Schedule of Investments
Our organization has designed, implemented and maintained internal controls and procedures, designed for the purpose of ensuring the accuracy and completeness of relevant portfolio trade data transmitted to those responsible for the preparation of the Schedule of Investments. As of the date of this certification there have been no material modifications to these internal controls and procedures.
In addition, our organization has:
| a. | Designed such internal controls and procedures to ensure that material information is made known to the appropriate groups responsible for servicing the above-mentioned mutual fund. |
| b. | Evaluated the effectiveness of our internal controls and procedures, as of a date within 90 days prior to the date of this certification and we have concluded that such controls and procedures are effective. |
| c. | In addition, to the best of my knowledge, there has been no fraud, whether or not material, that involves our organization’s management or other employees who have a significant role in our organization’s control and procedures as they relate to our duties as subadviser to the Series. |
I have read the draft of the Report which I understand to be current as of [Date of Reporting Period] and based on my knowledge, such draft of the Report does not, with respect to the Series, contain any untrue statement of a material fact or omit to state a material fact necessary to make the information contained therein, in light of the circumstances under which such information is presented, not misleading with respect to the period covered by such draft Report.
I have disclosed, based on my most recent evaluation, to the Series’ Chief Accounting Officer:
| a. | All significant changes, deficiencies and material weakness, if any, in the design or operation of the Subadviser’s internal controls and procedures which could adversely affect the Registrant’s ability to record, process, summarize and report financial data with respect to the Series in a timely fashion; |
| b. | Any fraud, whether or not material, that involves the Subadviser’s management or other employees who have a significant role in the Subadviser’s internal controls and procedures for financial reporting. |
I certify that to the best of my knowledge:
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| a. | The Subadviser’s Portfolio Manager(s) has/have complied with the restrictions and reporting requirements of the Code of Ethics (the “Code”). The term Portfolio Manager is as defined in the Code. |
| b. | The Subadviser has complied with the Prospectus and Statement of Additional Information of the Series and the Policies and Procedures of the Series as adopted by the Series Board of Trustees. |
| c. | I have no knowledge of any compliance violations except as disclosed in writing to the Virtus Compliance Department by me or by the Subadviser’s compliance administrator. |
| d. | The Subadviser has complied with the rules and regulations of the 33 Act and 40 Act, and such other regulations as may apply to the extent those rules and regulations pertain to the responsibilities of the Subadviser with respect to the Series as outlined above. |
| e. | Since the submission of our most recent certification there have not been any divestments of securities of issuers that conduct or have direct investments in business operations in Sudan. |
This certification relates solely to the Series named above and may not be relied upon by any other fund or entity.
The Subadviser does not maintain the official books and records of the above Series. The Subadviser’s records are based on its own portfolio management system, a record-keeping system that is not intended to serve as the Series official accounting system. The Subadviser is not responsible for the preparation of the Report.
| _______________________________ | __________________________ |
| [Name of Subadviser] | Date |
| [Name of Authorized Signer] | |
| [Title of Authorized Signer] |
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SCHEDULE F
SERIES
Virtus Strategic Allocation Series (domestic equity portion only)
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Exhibit d.8
VIRTUS VARIABLE INSURANCE TRUST
VIRTUS ENHANCED CORE EQUITY SERIES
SUBADVISORY AGREEMENT
| November 2, 2016 |
Rampart Investment Management Company, LLC
One International Place, 14th Floor
Boston, MA 02110
| RE: | Subadvisory Agreement |
Ladies and Gentlemen:
Virtus Variable Insurance Trust (the “Fund”) is an open-end investment company of the series type registered under the Investment Company Act of 1940 (the “Act”), as amended, and is subject to the rules and regulations promulgated thereunder. The shares of the Fund are offered or may be offered in several series, including Virtus Enhanced Core Equity Series (sometimes hereafter referred to as the “Series”).
Virtus Investment Advisers, Inc. (the “Adviser”) evaluates and recommends series advisers for the Series and is responsible for the day-to-day management of the Series.
| 1. | Employment as a Subadviser . The Adviser, being duly authorized, hereby employs Rampart Investment Management Company, LLC (the “Subadviser”) as a discretionary series adviser to invest and reinvest that discrete portion of the assets of the Series designated by the Adviser as set forth on Schedule F attached hereto (the “Designated Series”) on the terms and conditions set forth herein. The services of the Subadviser hereunder are not to be deemed exclusive; the Subadviser may render services to others and engage in other activities that do not conflict in any material manner with the Subadviser’s performance hereunder. |
| 2. | Acceptance of Employment; Standard of Performance . The Subadviser accepts its employment as a discretionary series adviser of the Designated Series and agrees, subject to the oversight of the Board of Trustees of the Trust (the “Trustees”) and the Adviser, to use its best professional judgment to make investment decisions for the Designated Series in accordance with the provisions of this Agreement and as set forth in Schedule D attached hereto and made a part hereof. |
| 3. | Services of Subadviser . In providing management services to the Designated Series, the Subadviser shall be subject to the investment objectives, policies and restrictions of the Fund as they apply to the Series and as set forth in the Fund’s then current prospectus (“Prospectus”) and statement of additional information (“Statement of Additional Information”) filed with the Securities and Exchange Commission (the “SEC”) as part of the Fund’s Registration Statement (the “Registration Statement”), as may be periodically amended and provided to the Subadviser by the Adviser, and to the investment restrictions set forth in the Act and the Rules thereunder, to the supervision and control of the Trustees, and to instructions from the Adviser. The Subadviser shall not, without the Fund’s prior written approval, effect any transactions that would cause the Designated Series at the time of the transaction to be out of compliance with any of such restrictions or policies. |
| 4. | Transaction Procedures . All series transactions for the Designated Series shall be consummated by payment to, or delivery by, the custodian(s) from time to time designated by the Fund (the “Custodian”), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Series. The Subadviser shall not have possession or custody of such cash and/or securities or any responsibility or liability with respect to such custody. The Subadviser shall advise the Custodian and confirm in writing to the Fund all investment orders for the Designated Series |
| placed by it with brokers and dealers at the time and in the manner set forth in Schedule A hereto (as amended from time to time). The Fund shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Subadviser. The Fund shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Subadviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian. |
| 5. | Allocation of Brokerage . The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. |
| A. | In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadviser’s primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, as long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934, as amended) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. |
| B. | The Subadviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser to be equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Designated Series and to such other accounts. |
| C. | The Subadviser shall not execute any transactions for the Designated Series with a broker or dealer that is an “affiliated person” (as defined in the Act) of (i) the Series; (ii) another series of the Fund; (iii) the Adviser; (iv) the Subadviser or any other subadviser to the Series; (v) a principal underwriter of the Fund’s shares; or (vi) any other affiliated person of the Series, in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fund. |
| D. | Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and procedures. |
| 6. | Proxies . |
| A. | Unless the Adviser or the Fund gives the Subadviser written instructions to the contrary, the Subadviser, or a third party designee acting under the authority and supervision of the Subadviser, shall review all proxy solicitation materials and be responsible for voting and |
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| handling all proxies in relation to the assets of the Designated Series. Unless the Adviser or the Fund gives the Subadviser written instructions to the contrary, provided that the Adviser has reviewed the Subadviser’s proxy voting procedures then in effect and determined them to comply with the requirements of the Fund’s proxy voting policy, the Subadviser will, in compliance with the Subadviser’s proxy voting procedures then in effect, vote or abstain from voting, all proxies solicited by or with respect to the issuers of securities in which assets of the Designated Series may be invested. The Adviser shall cause the Custodian, the Administrator or another party, to forward promptly to the Subadviser all proxies upon receipt, so as to afford the Subadviser a reasonable amount of time in which to determine how to vote such proxies. The Subadviser agrees to provide the Adviser in a timely manner with any changes to the Subadviser’s proxy voting procedures. The Subadviser further agrees to provide the Adviser in a timely manner with a record of votes cast containing all of the voting information required by Form N-PX in an electronic format to enable the enable the Fund to file Form N-PX as required by Rule 30b1-4 under the Act. |
| B. | The Subadviser is authorized to deal with reorganizations, exchange offers and other voluntary corporate actions with respect to securities held in the Designated Series in such manner as the Subadviser deems advisable, unless the Fund or the Adviser otherwise specifically directs in writing. With the Adviser’s approval, the Subadviser shall also have the authority to: (i) identify, evaluate and pursue legal claims, including commencing or defending suits, affecting the securities held at any time in the Designated Series, including claims in bankruptcy, class action securities litigation and other litigation; (ii) participate in such litigation or related proceedings with respect to such securities as the Subadviser deems appropriate to preserve or enhance the value of the Designated Series, including filing proofs of claim and related documents and serving as “lead plaintiff” in class action lawsuits; (iii) exercise generally any of the powers of an owner with respect to the supervision and management of such rights or claims, including the settlement, compromise or submission to arbitration of any claims, the exercise of which the Subadviser deems to be in the best interest of the Designated Series or required by applicable law, including ERISA, and (iv) employ suitable agents, including legal counsel, and to pay their reasonable fees, expenses and related costs from the Designated Series. |
| 7. | Prohibited Conduct . In providing the services described in this Agreement, the Subadviser’s responsibility regarding investment advice hereunder is limited to the Designated Series, and the Subadviser will not consult with any other investment advisory firm that provides investment advisory services to the Fund or any other investment company sponsored by Virtus Investment Partners, Inc. regarding transactions for the Fund in securities or other assets. The Fund shall provide the Subadviser with a list of investment companies sponsored by Virtus Investment Partners, Inc. and the Subadviser shall be in breach of the foregoing provision only if the investment company is included in such a list provided to the Subadviser prior to such prohibited action. In addition, the Subadviser shall not, without the prior written consent of the Fund and the Adviser, delegate any obligation assumed pursuant to this Agreement to any affiliated or unaffiliated third party. |
| 8. | Information and Reports . |
| A. | The Subadviser shall keep the Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the Fund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Trustees, the Subadviser shall provide the Adviser and the Trustees with reports regarding the Subadviser’s management of the Designated Series during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Designated Series’ investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum |
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| “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be mutually agreed upon by the Subadviser and the Adviser. |
| B. | Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. |
| C. | The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series required for any shareholder report, amended registration statement, or Prospectus supplement to be filed by the Fund with the SEC. |
| 9. | Fees for Services . The compensation of the Subadviser for its services under this Agreement shall be calculated and paid by the Adviser in accordance with the attached Schedule C. Pursuant to the Investment Advisory Agreement between the Fund and the Adviser, the Adviser is solely responsible for the payment of fees to the Subadviser. |
| 10. | Limitation of Liability . Except as otherwise stated in this Agreement, the Subadviser shall not be liable for any action taken, omitted or suffered to be taken by it in its best professional judgment, in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement, or in accordance with specific directions or instructions from the Fund, provided, however, that such acts or omissions shall not have constituted a material breach of the investment objectives, policies and restrictions applicable to the Designated Series as defined in the Prospectus and Statement of Additional Information, or a material breach of any laws, rules, regulations or orders applicable to the Designated Series, and that such acts or omissions shall not have resulted from the Subadviser’s willful misfeasance, bad faith or gross negligence, or reckless disregard of its obligations and duties hereunder. |
| 11. | Confidentiality . Subject to the duty of the Subadviser and the Fund to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential all information pertaining to the Designated Series and the actions of the Subadviser and the Fund in respect thereof. Notwithstanding the foregoing, the Fund and the Adviser agree that the Subadviser may (i) disclose in marketing materials and similar communications that the Subadviser has been engaged to manage assets of the Designated Series pursuant to this Agreement, and (ii) include performance statistics regarding the Designated Series in composite performance statistics regarding one or more groups of Subadviser's clients published or included in any of the foregoing communications, provided that the Subadviser does not identify any performance statistics as relating specifically to the Series. |
| 12. | Assignment . This Agreement shall terminate automatically in the event of its assignment, as that term is defined in Section 2(a)(4) of the Act. The Subadviser shall notify the Fund and the Adviser in writing sufficiently in advance of any proposed change of control, as defined in Section 2(a)(9) of the Act, as will enable the Fund to consider whether an assignment as defined in Section 2(a)(4) of the Act will occur, and to take the steps necessary to enter into a new contract with the Subadviser. |
| 13. | Representations, Warranties and Agreements |
| A. | The Subadviser represents, warrants and agrees that: |
| 1. | It is registered as an “investment adviser” under the Investment Advisers Act of 1940, as amended (“Advisers Act”). |
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| 2. | It will maintain, keep current and preserve such records on behalf of the Fund, in the manner required or permitted by the Act and the Rules thereunder as are required of an investment adviser of a registered investment company (to the extent applicable). The Subadviser agrees that such records are the property of the Fund, and shall be surrendered to the Fund or to the Adviser as agent of the Fund promptly upon request of either. The Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation. |
| 3. | It shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Fund and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser’s Code of Ethics. The Subadviser shall permit the Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph. |
| 4. | It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, written policies and procedures reasonably designed to prevent violation, by it and its supervised persons, of the Advisers Act and the rules that the SEC has adopted under the Advisers Act. Throughout the term of this Agreement, the Subadviser shall provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of Subadviser’s compliance policies by the Adviser) that the Adviser may reasonably request to enable the Fund to comply with Rule 38a-1 under the Act. The Subadviser has provided the Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Fund and/or the Adviser. The Subadviser agrees to cooperate with periodic reviews by the Fund’s and/or the Adviser’s compliance personnel of the Subadviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Fund and/or the Adviser from time to time such additional information and certifications in respect of the Subadviser’s policies and procedures, compliance by the Subadviser with federal securities laws and related matters as the Fund’s and/or the Adviser’s compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series. |
| 5. | The Subadviser will immediately notify the Fund and the Adviser of the occurrence of any event which would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Subadviser will also immediately notify the Fund and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Designated Series. |
| 5 |
| B. | The Fund represents, warrants and agrees that: |
| 1. | the Fund is a statutory trust established pursuant to the laws of State of Delaware; |
| 2. | the Fund is duly registered as an investment company under the 1940 Act; |
| 3. | the execution, delivery and performance of this Agreement are within the Fund’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the 1940 Act) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Fund; |
| 4. | no consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and |
| 5. | this Agreement constitutes a legal, valid and binding obligation enforceable against the Fund in accordance with its terms. |
| C. | The Adviser represents, warrants and agrees that: |
| 1. | The Adviser is a corporation duly established, validly existing and in good standing under the laws of the Commonwealth of Massachusetts and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; |
| 2. | Adviser is duly registered as an “investment adviser” under the Advisers Act; |
| 3. | Adviser has been duly appointed by the Trustees and shareholders of the Fund to provide investment services to the Fund as contemplated by the advisory contract; |
| 4. | the execution, delivery and performance of this Agreement are within Adviser’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Adviser; |
| 5. | no consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and |
| 6. | this Agreement constitutes a legal, valid and binding obligation enforceable against Adviser. |
| 14. | No Personal Liability . Reference is hereby made to the Declaration of Trust establishing the Fund, a copy of which has been filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name “Virtus Variable Insurance Trust” refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Fund shall be held to any personal liability in connection with the affairs of the Fund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other |
| 6 |
| liability of any shareholder, Trustee, officer, agent or employee of the Fund or of any successor of the Fund, whether such liability now exists or is hereafter incurred for claims against the trust estate. |
| 15. | Entire Agreement; Amendment . This Agreement, together with the Schedules attached hereto, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior written or oral agreements pertaining to the subject matter of this Agreement. This Agreement may be amended at any time, but only by written agreement among the Subadviser, the Adviser and the Fund, which amendment, other than amendments to Schedules A, B, D, E and F, is subject to the approval of the Trustees and the shareholders of the Series as and to the extent required by the Act, subject to any applicable orders of exemption issued by the SEC. |
| 16. | Effective Date; Term . This Agreement shall become effective on the date set forth on the first page of this Agreement, and shall continue in effect until December 31, 2017. This 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. |
| 17. | Termination . This Agreement may be terminated at any time without payment of any penalty (i) by the Board, or by a vote of a majority of the outstanding voting securities of the Fund (as defined in the Act), upon 30 days’ prior written notice to the Adviser and the Subadviser, (ii) by the Subadviser upon 30 days’ prior written notice to the Adviser and the Fund, or (iii) by the Adviser upon 30 days’ written notice to the Subadviser. This Agreement may also be terminated, without the payment of any penalty, by the Adviser or the Board immediately upon the material breach by the Subadviser of this Agreement or by the Subadviser immediately upon the material breach by the Adviser of this Agreement. This Agreement shall terminate automatically and immediately upon termination of the Advisory Agreement. This Agreement shall terminate automatically and immediately in the event of its assignment, as such term is defined in and interpreted under the terms of the Act and the rules promulgated thereunder. Provisions of this Agreement relating to indemnification shall survive any termination of this Agreement. |
| 18. | Applicable Law . To the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted, as the same may be amended from time to time, this Agreement shall be administered, construed and enforced according to the laws of the State of Delaware. |
| 19. | Severability . If any term or condition of this Agreement shall be invalid or unenforceable to any extent or in any application, then the remainder of this Agreement shall not be affected thereby, and each and every term and condition of this Agreement shall be valid and enforced to the fullest extent permitted by law. |
| 20. | Notices. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered personally or by overnight delivery service or mailed by certified or registered mail, return receipt requested and postage prepaid, or sent by facsimile addressed to the parties at their respective addresses set forth below, or at such other address as shall be designated by any party in a written notice to the other party. |
| (a) | To Virtus or the Fund at: |
Virtus Investment Advisers, Inc.
| 100 Pearl Street |
| Hartford, Connecticut 06103 |
| Attn: Jennifer Fromm |
| Telephone: (860) 263-4790 |
| Facsimile: (860) 241-1005 |
| E-mail: Jennifer.fromm@virtus.com |
| (b) | To the Subadviser at: |
| 7 |
Rampart Investment Management Company, LLC
One International Place, 14th Floor
Boston, MA 02110
Attn: James Sena
Telephone: (860) 503-1130
Facsimile: (860) 241-1024
E-mail: james.sena@virtus.com
| 21. | Certifications . The Subadviser hereby warrants and represents that it will provide the requisite certifications reasonably requested by the chief executive officer and chief financial officer of the Fund necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR and Form N-Q as required under the Sarbanes-Oxley Act of 2002 to the extent that such reporting and certifications relate to the Subadviser’s duties and responsibilities under this Agreement. Subadviser shall provide a quarterly certification in a form substantially similar to that attached as Schedule E. |
| 22. | Indemnification . The Subadviser shall indemnify and hold harmless the Adviser from and against any and all claims, losses, liabilities, or damages (including reasonable attorney’s fees and other related expenses) (collectively, “Losses”) arising from the Subadviser’s willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties under this Agreement in the performance of its obligations under this Agreement; provided, however, that the Subadviser’s obligation under this Paragraph shall be reduced to the extent that the claim against, or the loss, liability, or damage experienced by the Adviser, is caused by or is otherwise directly related to (i) any breach by the Adviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Adviser in the performance of any of its duties or obligations hereunder, or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Subadviser or the Trust, or the omission of such information, by the Adviser for use therein. |
The Adviser shall indemnify and hold harmless the Subadviser from and against any and all Losses arising from the Adviser’s willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties under this Agreement in the performance of its obligations under this Agreement; provided, however, that the Adviser’s obligation under this Paragraph 6 shall be reduced to the extent that the claim against, or the loss, liability, or damage experienced by the Subadviser, is caused by or is otherwise directly related to (i) any breach by the Subadviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Subadviser in the performance of any of its duties or obligations hereunder, or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Subadviser that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust, or the omission of such information, by the Subadviser for use therein.
A party seeking indemnification hereunder (the “Indemnified Party”) will (i) provide prompt notice to the other of any claim (“Claim”) for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.
| 8 |
No party will be liable to another party for consequential damages under any provision of this Agreement.
| 23. | Relationship of Parties . By virtue of this Agreement, the Adviser, the Fund and Subadviser are not partners or joint venturers with each other and nothing in this Agreement shall be construed so as to make them partners or joint venturers or impose any liability as such on either of them. Subadviser shall perform its duties under this Agreement as an independent contractor and not as an agent of the Fund, the Trustees or the Adviser. |
| 24. | Receipt of Disclosure Document . The Fund and the Adviser acknowledge receipt, at least 48 hours prior to entering into this Agreement, of a copy of Part II of the Subadviser’s Form ADV containing certain information concerning the Subadviser and the nature of its business. |
| 25. | Counterparts; Fax Signatures . 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]
| 9 |
| VIRTUS VARIABLE INSURANCE TRUST | |||
| By: | /s/ W. Patrick Bradley | ||
| Name: W. Patrick Bradley | |||
| Title: Executive Vice President, Chief Financial Officer & Treasurer | |||
| VIRTUS INVESTMENT ADVISERS, INC. | |||
| By: | /s/ Francis G. Waltman | ||
| Name: Francis G. Waltman | |||
| Title: Executive Vice President | |||
| ACCEPTED: | ||
| RAMPART INVESTMENT MANAGEMENT COMPANY, LLC | ||
| By: | /s/ George R. Aylward | |
| Name: George R. Aylward | ||
| Title: President & Chief Executive Officer | ||
| SCHEDULES: | A. | Operational Procedures |
| B. | Record Keeping Requirements | |
| C. | Fee Schedule | |
| D. | Subadviser Functions | |
| E. | Form of Sub-Certification | |
| F. | Designated Series |
| 10 |
SCHEDULE A
OPERATIONAL PROCEDURES
In order to minimize operational problems, it will be necessary for trade information to be supplied in a secure manner by the Subadviser to the Fund’s Service Providers, including: JPMorgan Chase Bank, National Association (the “Custodian”), Virtus Fund Services (the “Fund Administrator”) BNY Mellon Investment Servicing (US) Inc., (the “Sub-Accounting Agent”), any Prime Broker to the Series, and all other Counterparties/Brokers as required. The Subadviser must furnish the Fund’s service providers with required daily information as to executed trades in a format and time-frame agreed to by the Subadviser, Custodian, Fund Administrator, Sub-Accounting Agent and Prime Broker/Counterparties and designated persons of the Fund. Trade information sent to the Custodian, Fund Administrator, Sub-Accounting Agent and Prime Broker/Counterparties must include all necessary data within the required timeframes to allow such parties to perform their obligations to the Series.
The Sub-Accounting Agent specifically requires a daily trade blotter with a summary of all trades, in addition to trade feeds, including, if no trades are executed, a report to that effect. Daily information as to executed trades for same-day settlement and future trades must be sent to the Sub-Accounting Agent no later than 4:30 p.m. (Eastern Time) on the day of the trade each day the Fund is open for business. All other executed trades must be delivered to the Sub-Accounting Agent on Trade Date plus 1 by Noon (Eastern Time) to ensure that they are part of the Series’ NAV calculation. (The Subadviser will be responsible for reimbursement to the Fund for any loss caused by the Subadviser’s failure to comply with the requirements of this Schedule A.) On fiscal quarter ends and calendar quarter ends, all trades must be delivered to the Sub-Accounting Agent by 4:30 p.m. (Eastern Time) for inclusion in the financial statements of the Series. The data to be sent to the Sub-Accounting Agent and/or Fund Administrator will be as agreed by the Subadviser, Fund Administrator, Sub-Accounting Agent and designated persons of the Fund and shall include (without limitation) the following:
| 1. | Transaction type (e.g., purchase, sale, open, close, put call); |
| 2. | Security type (e.g., equity, fixed income, swap, future, option, short, long); |
| 3. | Security name; |
| 4. | Exchange identifier (e.g., CUSIP, ISIN, Sedol, OCC Symbol) (as applicable); |
| 5. | Number of shares and par, original face, contract amount, notional amount; |
| 6. | Transaction price per share (clean if possible); |
| 7. | Strike price; |
| 8. | Aggregate principal amount; |
| 9. | Executing broker; |
| 10. | Settlement agent; |
| 11. | Trade date; |
| 12. | Settlement date; |
| 13. | Aggregate commission or if a net trade; |
| 14. | Interest purchased or sold from interest bearing security; |
| 15. | Net proceeds of the transaction; |
| 16. | Trade commission reason: best execution, soft dollar or research (to be provided quarterly); |
| 17. | Derivative terms; |
| 18. | Non-deliverable forward classification (to be provided quarterly); |
| 19. | Maturity/expiration date; and |
| 20. | Details of margin and collateral movement. |
| 11 |
SCHEDULE B
RECORDS TO BE MAINTAINED BY THE SUBADVISER
| 1. | (Rule 31a-1(b)(5) and (6)) A record of each brokerage order, and all other series purchases and sales, given by the Subadviser on behalf of the Fund for, or in connection with, the purchase or sale of securities, whether executed or unexecuted. Such records shall include: |
| A. | The name of the broker; |
| B. | The terms and conditions of the order and of any modifications or cancellations thereof; |
| C. | The time of entry or cancellation; |
| D. | The price at which executed; |
| E. | The time of receipt of a report of execution; and |
| F. | The name of the person who placed the order on behalf of the Fund. |
| 2. | (Rule 31a-1(b)(9)) A record for each fiscal quarter, completed within ten (10) days after the end of the quarter, showing specifically the basis or bases upon which the allocation of orders for the purchase and sale of series securities to named brokers or dealers was effected, and the division of brokerage commissions or other compensation on such purchase and sale orders. Such record: |
| A. | Shall include the consideration given to: |
| (i) | The sale of shares of the Fund by brokers or dealers. |
| (ii) | The supplying of services or benefits by brokers or dealers to: |
| (a) | The Fund, |
| (b) | The Adviser, |
| (c) | The Subadviser, and |
| (d) | Any person other than the foregoing. |
| (iii) | Any other consideration other than the technical qualifications of the brokers and dealers as such. |
| B. | Shall show the nature of the services or benefits made available. |
| C. | Shall describe in detail the application of any general or specific formula or other determinant used in arriving at such allocation of purchase and sale orders and such division of brokerage commissions or other compensation. |
| D. | Shall show the name of the person responsible for making the determination of such allocation and such division of brokerage commissions or other compensation. |
| 3. | (Rule 31a-1(b)(10)) A record in the form of an appropriate memorandum identifying the person or persons, committees or groups authorizing the purchase or sale of series securities. Where a committee or group makes an authorization, a record shall be kept of the names of its members who participate in the authorization. There shall be retained as part of this record: any memorandum, recommendation or instruction supporting or authorizing the purchase or sale of series securities and such other information as is appropriate to support the authorization. * |
| 4. | (Rule 31a-1(f)) Such accounts, books and other documents as are required to be maintained by registered investment advisers by rule adopted under Section 204 of the Advisers Act, to the extent such records are necessary or appropriate to record the Subadviser’s transactions for the Fund. |
| 5. | Records as necessary under Board approved Virtus Mutual Funds policies and procedures, including without limitation those related to valuation determinations. |
* Such information might include: current financial information, annual and quarterly reports, press releases, reports by analysts and from brokerage firms (including their recommendations, i.e., buy, sell, hold) or any internal reports or subadviser review.
| 12 |
SCHEDULE C
SUBADVISORY FEE
(a) For services provided to the Fund, the Adviser will pay to the Subadviser a fee, payable monthly 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 the Designated Series shall be valued as set forth in the then current registration statement of the Fund.
(b)
| Name of Series |
Proposed Subadvisory Fee to be Paid by VIA to Rampart Investment Management Company, LLC |
| Virtus Enhanced Core Equity Series | 50% of the net advisory fee payable to the adviser |
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 Designated Series 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.
| 13 |
SCHEDULE D
SUBADVISER FUNCTIONS
With respect to managing the investment and reinvestment of the assets of the Designated Series, the Subadviser shall provide, at its own expense:
| (a) | An investment program for the Designated Series consistent with its investment objectives based upon the development, review and adjustment of buy/sell strategies approved from time to time by the Board of Trustees and the Adviser in paragraph 3 of this Subadvisory Agreement and implementation of that program; |
| (b) | Periodic reports, on at least a quarterly basis, in form and substance acceptable to the Adviser, with respect to: i) compliance with the Code of Ethics and the Fund’s code of ethics; ii) compliance with procedures adopted from time to time by the Trustees of the Fund relative to securities eligible for resale under Rule 144A under the Securities Act of 1933, as amended; iii) diversification of assets of the Designated Series in accordance with the then prevailing Prospectus and Statement of Additional Information pertaining to the Designated Series and governing laws, regulations, rules and orders; iv) compliance with governing restrictions relating to the fair valuation of securities for which market quotations are not readily available or considered "illiquid" for the purposes of complying with the Designated Series’ limitation on acquisition of illiquid securities; v) any and all other reports reasonably requested in accordance with or described in this Agreement; and vi) the implementation of the Designated Series’ investment program, including, without limitation, analysis of Designated Series performance; |
| (c) | Promptly after filing with the SEC an amendment to its Form ADV, a copy of such amendment to the Adviser and the Trustees; |
| (d) | Attendance by appropriate representatives of the Subadviser at meetings requested by the Adviser or Trustees at such time(s) and location(s) as reasonably requested by the Adviser or Trustees; and |
| (e) | Notice to the Trustees and the Adviser of the occurrence of any event which would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. |
| (f) | Provide reasonable assistance in the valuation of securities including the participation of appropriate representatives at fair valuation committee meetings. |
| 14 |
SCHEDULE E
FORM OF SUB-CERTIFICATION
| To: |
| Re: | Subadviser’s Form N-CSR and Form N-Q Certification for the [Name of Designated Series]. |
| From: | [Name of Subadviser] |
Representations in support of Investment Company Act Rule 30a-2 certifications of Form N-CSR and Form N-Q.
| [Name of Designated Series]. |
In connection with your certification responsibility under Rule 30a-2 and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, I have reviewed the following information presented in the schedule of investments for the period ended [Date of Reporting Period] (the “Report”) which forms part of the N-CSR or N-Q, as applicable, for the Fund.
Schedule of Investments
Our organization has designed, implemented and maintained internal controls and procedures, designed for the purpose of ensuring the accuracy and completeness of relevant portfolio trade data transmitted to those responsible for the preparation of the Schedule of Investments. As of the date of this certification there have been no material modifications to these internal controls and procedures.
In addition, our organization has:
| a. | Designed such internal controls and procedures to ensure that material information is made known to the appropriate groups responsible for servicing the above-mentioned mutual fund. |
| b. | Evaluated the effectiveness of our internal controls and procedures, as of a date within 90 days prior to the date of this certification and we have concluded that such controls and procedures are effective. |
| c. | In addition, to the best of my knowledge, there has been no fraud, whether or not material, that involves our organization’s management or other employees who have a significant role in our organization’s control and procedures as they relate to our duties as subadviser to the Designated Series. |
I have read the draft of the Report which I understand to be current as of [Date of Reporting Period] and based on my knowledge, such draft of the Report does not, with respect to the Designated Series, contain any untrue statement of a material fact or omit to state a material fact necessary to make the information contained therein, in light of the circumstances under which such information is presented, not misleading with respect to the period covered by such draft Report.
I have disclosed, based on my most recent evaluation, to the Designated Series’ Chief Accounting Officer:
| a. | All significant changes, deficiencies and material weakness, if any, in the design or operation of the Subadviser’s internal controls and procedures which could adversely affect the Registrant’s ability to record, process, summarize and report financial data with respect to the Designated Series in a timely fashion; |
| b. | Any fraud, whether or not material, that involves the Subadviser’s management or other employees who have a significant role in the Subadviser’s internal controls and procedures for financial reporting. |
| 15 |
I certify that to the best of my knowledge:
| a. | The Subadviser’s Portfolio Manager(s) has/have complied with the restrictions and reporting requirements of the Code of Ethics (the “Code”). The term Portfolio Manager is as defined in the Code. |
| b. | The Subadviser has complied with the Prospectus and Statement of Additional Information of the Designated Series and the Policies and Procedures of the Designated Series as adopted by the Series Board of Trustees. |
| c. | I have no knowledge of any compliance violations except as disclosed in writing to the Virtus Compliance Department by me or by the Subadviser’s compliance administrator. |
| d. | The Subadviser has complied with the rules and regulations of the 33 Act and 40 Act, and such other regulations as may apply to the extent those rules and regulations pertain to the responsibilities of the Subadviser with respect to the Designated Series as outlined above. |
| e. | Since the submission of our most recent certification there have not been any divestments of securities of issuers that conduct or have direct investments in business operations in Sudan. |
This certification relates solely to the Designated Series named above and may not be relied upon by any other fund or entity.
The Subadviser does not maintain the official books and records of the above Designated Series. The Subadviser’s records are based on its own portfolio management system, a record-keeping system that is not intended to serve as the Designated Series official accounting system. The Subadviser is not responsible for the preparation of the Report.
| _______________________________ | __________________________ |
| [Name of Subadviser] | Date |
| [Name of Authorized Signer] | |
| [Title of Authorized Signer] |
| 16 |
SCHEDULE F
DESIGNATED SERIES
Virtus Enhanced Core Equity Series
| 17 |
Exhibit h.2.a
FIRST AMENDMENT
to
AMENDED AND RESTATED ADMINISTRATION AGREEMENT
THIS AMENDMENT made effective as of the 1 st day of December, 2016 amends that certain amended and restated administration agreement, dated as of January 1, 2014, between Virtus Variable Insurance Trust (the “Fund”) and its Series listed on Schedule A and Virtus Fund Services, LLC, a Delaware limited liability company (such party, the “Administrator” and such agreement, the “Agreement”) as herein provided below.
W I T N E S S E T H:
WHEREAS, pursuant to Section 8 of the Agreement, the Fund and the Administrator wish to amend the fees payable to the Administrator under Section 4 of the Agreement and revise Schedule A of the Agreement to include name changes for certain of the Series of the Trust listed on Schedule A;
NOW, THEREFORE, in consideration of the foregoing premise, the parties to the Agreement hereby agree that the Agreement is amended as follows:
| 1. | Section 4(a) of the Agreement is hereby amended and restated as set forth below: |
(a) For the services provided to the Fund and each Series by the Administrator pursuant to this Agreement, each Series shall pay the Administrator monthly for its services, fees at the following annual rates based on the combined aggregate average daily net assets across the Virtus Funds, defined as all series of the Fund and all funds of Virtus Equity Trust, Virtus Opportunities Trust, Virtus Retirement Trust and Virtus Alternative Solutions Trust, plus out of pocket expenses (including out of pocket expenses of any sub-administrator to the Fund hired by the Administrator and not the Fund):
| Net Assets | Administrative Fee |
|
Less than or equal to $15 billion
|
0.10% |
|
Over $15 billion and up to and including $30 billion
|
0.095% |
|
Over $30 billion and up to and including $50 billion
|
0.09% |
| In excess of $50 billion | 0.085% |
Any Series with net assets in excess of $10 billion will receive an offsetting credit to its administrative fee, such that the portion of its net assets in excess of $10 billion will only be assessed an administrative fee of .07%. The fees for the portion of such a Series’ net assets up to and inclusive of the first $10 billion will remain consistent with the fee schedule above.
| 2. | Schedule A to the Agreement is hereby replaced with Schedule A attached hereto and made a part hereof. |
| 3. | Except as herein provided, the Agreement shall be and remain unmodified and in full force and effect. All initial capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Agreement. |
| 4. | This Amendment 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 have caused this Amendment to be duly executed by their duly authorized officers.
| VIRTUS VARIABLE INSURANCE TRUST | |||
| By: | /s/ W. Patrick Bradley | ||
| Name: W. Patrick Bradley | |||
| Title: Executive Vice President, Chief Financial Officer & Treasurer | |||
| VIRTUS FUND SERVICES, LLC | |||
| By: | /s/ David G. Hanley | ||
| Name: David G. Hanley | |||
| Title: Vice President & Assistant Treasurer | |||
SCHEDULE A
(as of December 1, 2016)
Virtus Variable Insurance Trust
Virtus Capital Growth Series
Virtus Enhanced Core Equity Series (fka Virtus Growth & Income Series)
Virtus Equity Trend Series
Virtus International Series
Virtus Multi-Sector Fixed Income Series
Virtus Real Estate Securities Series
Virtus Small-Cap Growth Series
Virtus Small-Cap Value Series
Virtus Strategic Allocation Series
Exhibit h.4
SEVENTH AMENDED AND RESTATED
EXPENSE LIMITATION AGREEMENT
VIRTUS VARIABLE INSURANCE TRUST
This Seventh Amended and Restated Expense Limitation Agreement (the “Agreement”) effective as of May 1, 2017, amends and restates that Amended and Restated Expense Limitation Agreement effective as of November 1, 2016, 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 Adviser’s 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, leverage expenses, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, unusual or infrequently occurring expenses (such as litigation), acquired fund fees and expenses, and dividend expenses, if any. |
| 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 either the Expense Limit in place at the time of the applicable waiver or assumption of expenses by Virtus or, if less, any contractual Expense Limit in place 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 date on which it was incurred or waived by Virtus. The terms, conditions and rights of this section shall survive any termination of this Agreement. |
| 4. | Term, Termination and Modification. This Agreement is effective for the time period indicated on Appendix A, unless sooner terminated as provided below in this Paragraph. |
| This Agreement may be terminated by mutual agreement of the parties at any time or by the Registrant on behalf of any one or more of the Funds 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 Registrant’s 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/ W. Patrick Bradley | By: | /s/ Francis G. Waltman | |
| W. Patrick Bradley | Francis G. Waltman | |||
| Executive Vice President, Chief Financial Officer | Executive Vice President | |||
| and Treasurer | ||||
APPENDIX A
Contractual Expense Limitations
| Fund |
Total Fund Operating Expense Limit |
Term |
| Virtus Capital Growth Series | ||
| Class A | 1.03% | November 6, 2012 through April 30, 2018 |
| Virtus Enhanced Core Equity Series | ||
| Class A | 0.98% | November 6, 2012 through April 30, 2018 |
| Virtus Equity Trend Series | ||
| Class A | 1.70% | May 1, 2013 through April 30, 2018 |
| Class I | 1.45% | May 1, 2013 through April 30, 2018 |
| Virtus International Series | ||
| Class A | 1.18% | November 6, 2012 through April 30, 2018 |
| Class I | 0.93% | May 1, 2013 through April 30, 2018 |
| Virtus Multi-Sector Fixed Income Series | ||
| Class A | 0.94% | November 6, 2012 through April 30, 2018 |
| Class I | 0.69% | May 1, 2013 through April 30, 2018 |
| Virtus Real Estate Securities Series | ||
| Class A | 1.16% | November 6, 2012 through April 30, 2018 |
| Class I | 0.91% | May 1, 2013 through April 30, 2018 |
| Virtus Small-Cap Growth Series | ||
| Class A | 1.19% | November 6, 2012 through April 30, 2018 |
| Class I | 0.94% | May 1, 2013 through April 30, 2018 |
| Virtus Small-Cap Value Series | ||
| Class A | 1.20% | November 6, 2012 through April 30, 2018 |
| Virtus Strategic Allocation Series | ||
| Class A | 0.98% | November 6, 2012 through April 30, 2018 |
Exhibit h.12
Execution Copy
PARTICIPATION AGREEMENT
Among
LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK,
VIRTUS VARIABLE INSURANCE TRUST
and
VP DISTRIBUTORS, LLC
THIS AGREEMENT, effective as of the 28th day of April 2014, by and among Lincoln Life & Annuity Company of New York (the “Company”), a New York 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 “Trust”), a Delaware statutory trust, and VP DISTRIBUTORS, LLC (the “Distributor”), a Delaware limited liability company.
WHEREAS, the Trust 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 Trust and Distributor (“Participating Insurance Companies”);
WHEREAS, the shares of beneficial interest of the Trust are divided into several separate series of shares, each representing the interest in a particular managed portfolio of securities and other assets (each, a “Series”);
WHEREAS, the Trust may rely on an order ( The Phoenix Edge Series Trust, 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 Trust 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 Trusting Exemptive Order”);
WHEREAS, the Trust is registered as an open-end management investment company under the 1940 Act and shares of the Series 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 Trust and each Series, is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended;
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;
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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 Trust, 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 Series as set forth in Schedule A hereto, as it may be amended from time to time by mutual written agreement (the “Designated Series”) 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 Series, as if the parties hereto had executed a separate, identical form of participation agreement with respect to each Designated Series, such that no liability or loss that might apply to one Series hereunder shall affect any other Series;
NOW, THEREFORE, in consideration of their mutual promises, the Company, the Trust and the Distributor agree as follows:
ARTICLE I.
Sale of Trust Shares
1.1. The Trust has granted to the Distributor exclusive authority to distribute the Trust’s 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 Series. 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 Series, 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 Trust (the “Board”) may refuse to sell shares of any Designated Series to any person, or suspend or terminate the offering of Trust shares of any Designated Series or class thereof, or liquidate any Designated Series 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 Series.
1.2. The Trust shall redeem, at the Company’s request, any full or fractional Designated Series 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 Trust shares attributable to Contract owners except in the circumstances permitted in Section 1.3 of this Agreement, and (ii) the Trust may delay redemption of Trust shares of any Designated Series to the extent permitted by the 1940 Act, and any rules, regulations or orders thereunder.
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1.3. Purchase and Redemption Procedures
(a) The Trust hereby appoints the Company as an agent of the Trust for the sole and limited purpose of receiving purchase and redemption requests on behalf of the Account (but not with respect to any Trust shares that may be held in the general account of the Company) for shares of those Designated Series 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 as such limited agent of the Trust 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 Trust calculates the net asset value per share of the Designated Series pursuant to the rules of the SEC (a “Business Day”) prior to the time that the Trust calculates such net asset values per share as described from time to time in the Trust’s 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 Trust on that same Business Day, provided that the Trust 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 shall pay for shares of each Designated Series on the same day that it notifies the Trust of a purchase request for such shares. Payment for purchased Designated Series shares shall be made in federal funds transmitted to the Trust by wire to be received by the Trust by 4:00 p.m. Eastern Time on the Business Day the Trust is notified of the purchase request for Designated Series 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 Series shares purchased thereby will be issued, as soon as practicable and the Company shall promptly, upon the Trust’s request, reimburse the Trust for any charges, costs, fees, interest or other expenses incurred by the Trust in connection with any advances to, or borrowing or overdrafts by, the Trust, or any similar expenses incurred by the Trust, as a result of portfolio transactions effected by the Trust 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 Trust.
(c) Payment for Designated Series 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 on the Business Day the Trust is properly notified of the redemption order of such shares (which order may be net of any purchase orders) except that the Trust reserves the right to redeem Designated Series 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 Trust as described in the then current statutory prospectus and/or statement of additional information (“SAI”). The Trust 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 Series shares held or to be held in the Company’s general account shall be effected at the net asset value per share next determined after the Trust’s receipt of such request in good order, provided that, in the case of a purchase request, payment for Trust shares so requested is received by the Trust 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 Trust’s statutory prospectus.
(e) The Company shall not redeem shares of the Designated Series attributable to the Contracts (as opposed to shares of the Designated Series attributable to the Company’s 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
| - 3 - |
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 Series 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 Trust 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 Series that was otherwise available under the Contracts without first giving the Trust 45 days notice of its intention to do so.
The Trust shall use its best efforts to make the net asset value per share for each Designated Series (or class thereof) available to the Company by 6:30 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 Series or class thereof is calculated, and shall calculate such net asset value in accordance with the Trust’s statutory prospectus. None of the Trust, any Designated Series, 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 Trust or the Distributor.
1.4. The Trust shall furnish notice (by wire or telephone followed by written confirmation) to the Company as soon as reasonably practicable of any income dividends or capital gain distributions payable on any Designated Series 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 Series shares in the form of additional shares of that Designated Series. 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 Trust shall notify the Company promptly of the number of Designated Series shares so issued as payment of such dividends and distributions.
1.5. Issuance and transfer of Trust shares shall be by book entry only. The Trust will not issue share certificates to the Company or the Account. Purchase and redemption orders for Trust 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 Trust may offer and sell shares of its Series 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 Trust (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 Trust (unless otherwise required by applicable law), induce or encourage Contract owners to change or modify the Trust or remove or otherwise change the Trust’s distributor or investment adviser.
(d) The Company shall provide prior written notice to the Trust if it determines that it will induce or encourage Contract owners to vote on any matter submitted for consideration by the shareholders of the Trust in a manner other than as recommended by the Board of Trustees of the Trust.
1.7. The Company acknowledges that, pursuant to Form 24F-2, the Trust 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
| - 4 - |
Company agrees to provide the Trust or its agent each year within 60 days of the end of the Trust’s fiscal year, or when reasonably requested by the Trust, 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 Trust intends to rely on the information so provided.
ARTICLE II.
Representations and Warranties
2.1. The Trust represents and warrants that (i) the Trust is lawfully organized and validly existing under the laws of the State of Delaware, (ii) the Trust is and shall use its best efforts to remain registered under the 1940 Act during the term of this Agreement, (iii) Designated Series 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 Trust shall amend the registration statement for the shares of the Designated Series 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 Series to be taxed as a Regulated Investment Company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Trust makes no representations or warranties as to whether any aspect of the Designated Series’ 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 Trust of any investment restrictions imposed by state insurance law applicable to the Trust or a Designated Series. The Trust shall not be responsible, and the Company shall take full responsibility, for determining any jurisdiction in which any qualification or registration of Trust shares or the Trust by the Trust may be required in connection with the sale of the Contracts or the indirect interest of any Contract in any shares of the Trust and shall advise the Trust at such time and in such manner as is necessary to permit the Trust to comply.
2.2. The Distributor represents and warrants that shares of the Designated Series (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 Trust that they qualify to purchase shares of the Designated Series 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 Series 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 Company’s representations and warranties in Sections 2.5 and 2.6, the Trust represents and warrants that it will invest the assets of each Designated Series 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 Trust represents and warrants that each Designated Series 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 Trust 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 Series so as to achieve compliance within the grace period afforded by Treasury Regulation §1.817-5.
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2.4. The Trust represents and warrants that each Designated Series is or will be qualified as a Regulated Investment Company under Subchapter M of the Code, that the Trust will make every reasonable effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that the Trust will notify the Company promptly upon having a reasonable basis for believing that a Designated Series 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 Trust 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 Trust’s 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 Trust 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 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 Trust 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 Trust 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 Trust are and shall continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Trust 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
| - 6 - |
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 Trust and to pay to the Trust any amounts lost from larceny, embezzlement or other events covered by the aforesaid bond to the extent such amounts properly belong to the Trust 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 Trust and the Distributor in the event that such coverage no longer applies.
2.10. Each party hereto 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. Each party hereto 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 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 Trust or its agent with assurances regarding the compliance of its handling of orders with respect to shares of the Designated Series with the requirements of Rule 22c-1 under the 1940 Act, regulatory interpretations thereof, and the Trust’s 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 Trust, 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 only orders to purchase, redeem or exchange Series shares
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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 Trust 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 Series 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 Trust in accordance with Rule 22c-1 under the 1940 Act. The Company further agrees to make reasonable efforts to assist the Trust and its service providers (including but not limited to the Distributor) to detect, prevent and report market timing or excessive short-term trading of Series shares. To the extent the Company has actual knowledge of violations of Trust policies (as set forth in the then current Prospectus or SAI) regarding (i) the timing of purchase, redemption or exchange orders and pricing of Series 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 Trust represents and warrants that its summary prospectuses and the hosting of such documents prepared by the Trust 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 applicable requirements of Rule 498. The Trust and Distributor agree that the website used for hosting the Trust’s summary prospectuses will lead Contract owners directly to the current Trust documents required to be posted in compliance with Rule 498, and no other content or links will appear on the website.
ARTICLE III.
Prospectuses and Proxy Statements; Voting
3.1. Subject to Section 6.1 and the Trust’s 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 Trust’s current Prospectuses as the Company may reasonably request. The Company shall bear the expenses of printing copies of the Trust’s 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 Trust shall provide such documentation (including a final copy of the Trust’s summary and/or statutory prospectus in electronic format at the Trust’s 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 Trust is amended) to have the prospectus for the Contracts and the Trust’s 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 Company’s 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 Trust’s 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 Trust), at its expense and upon request of the Company, shall provide an electronic copy of the current SAI for the Trust 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 Trust statutory and/or summary prospectus, including any supplements, SAI, including any
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supplements, and most recent annual and semi-annual reports to shareholders under Rule 30e-1 of the 1940 Act (“Trust Documents”), the Company shall send a paper copy or electronic copy, respectively, of any requested Trust 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 Trust Document that it has received from the Trust pursuant to Section 3.1 above.
3.4. The Trust shall provide the Company with information regarding the Trust’s 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 Trust.
3.5. The Trust hereby grants to the Company a non-exclusive, worldwide, royalty-free license for the duration of the Agreement to create a hyperlink from the Company's website to the Trust's website. Notwithstanding the foregoing, the Trust shall be and remain solely responsible for ensuring that the statutory prospectuses, the summary prospectuses and other documents for the Designated Series, comply with Rule 498 and any applicable guidance received from the SEC or from the SEC staff thereunder.
3.6. The Trust, 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 Trust shares in accordance with instructions received from such Contract owners; and
(iii) vote Trust shares of Contract owners eligible to vote for which no instructions have been received in the same proportion as Trust 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 Series calculates voting privileges as required by the Mixed and Shared Trusting Exemptive Order and consistent with any reasonable standards that the Trust 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 Trust or its designee, each piece of sales literature or other promotional material that the Company or its affiliates develop and in which the Trust (or a Designated Series thereof) or the Adviser or the Distributor is named. No such material shall be used until approved by the Trust or its designee, and the Trust 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. Materials not approved or disapproved by the Trust or its designee within the ten Business Days shall be deemed approved, provided that the Trust confirms that it or its designee received such materials. The Company shall be responsible for any required regulatory filings of sales literature or other promotional material it produces. The Trust 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 Trust (or a Designated Series thereof) or the Adviser or the Distributor is named, and no such material shall be used if the Trust or its designee so objects.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust, a Designated Series, 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 Trust 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 Trust, or in sales literature or other promotional material approved by the Trust or its designee or by the Distributor for use with the public, except with the written permission of the Trust 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 Trust shall be entitled to review Company’s placement of sales materials with the summary prospectus in order to review Company’s compliance with applicable laws and regulations.
4.3. The Trust 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. 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 Trust 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. The Trust 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
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to any of the above, that relate to the Trust or its shares promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Trust shall provide copies of registration statements and SAIs upon request of Company. The Company shall not alter any of such documents provided by the Trust without the prior written consent of the Trust or Distributor.
4.6. The Company will provide to the Trust 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 Trust, Adviser or Distributor, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Trust and the Distributor any complaints received from the Contract owners pertaining to the Trust or the Designated Series.
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 Trust or any affiliate of the Trust: 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 Trust.
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 Trust 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 Trust, in accordance with applicable state laws prior to their sale. The Trust shall bear the expenses for the cost of registration and qualification of the Trust’s shares, preparation and filing of the Trust’s 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 Trust’s shares.
5.3. The Company shall bear the expenses of distributing the Trust’s Prospectuses to owners of Contracts issued by the Company and the Trust shall bear the expenses of distributing the Trust’s proxy materials and reports to such Contract owners.
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ARTICLE VI.
Potential Conflicts
6.1. The parties to this Agreement agree that the conditions or undertakings required by the Mixed and Shared Trusting Exemptive Order that may be imposed on the Company, the Trust 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 Trust 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 Trusting Exemptive Order when acting in accordance with this Agreement, unless the Trust 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 Trusting Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Trusting 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 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 Trust, the Adviser and the Distributor and each of its trustees/directors and officers, and each person, if any, who controls the Trust 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
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furnished to the Company by or on behalf of the Trust 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 Trust 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 Trust not supplied by the Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or control, with respect to the sale or distribution of the Contracts or Trust 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 Trust 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 Trust 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 Party’s willful misfeasance, fraud, bad faith, or gross negligence in the performance of such Indemnified Party’s duties or by reason of such Indemnified Party’s 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 Company’s 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.
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(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 Trust shares or the Contracts or the operation of the Trust.
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 Trust (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 Trust by or on behalf of the Company for use in the registration statement, prospectus or SAI for the Trust 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 Trust 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 Trust or Distributor or persons under their control, with respect to the sale or distribution of the Contracts or Trust 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 Trust 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 Party’s willful misfeasance, fraud, bad faith, or gross negligence in the performance of such Indemnified Party’s duties or by reason of such Indemnified Party’s 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 Distributor’s 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 Trust
(a) The Trust 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 Trust) 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 Trust and:
(i) arise as a result of any failure by the Trust 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 Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust;
as limited by and in accordance with the provisions of Sections 7.3(b) and 7.3(c) hereof. The parties acknowledge that the Trust’s indemnification obligations under this Section 7.3 are subject to applicable law.
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(b) The Trust 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 Party’s willful misfeasance, fraud, bad faith, or gross negligence in the performance of such Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of obligations and duties under this Agreement or to the Company, the Trust, the Distributor or the Account, whichever is applicable.
(c) The Trust 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 Trust 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 Trust of any such claim shall not relieve the Trust 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 Trust will be entitled to participate, at its own expense, in the defense thereof. The Trust also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Trust to such party of the Trust’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Trust 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 Trust 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 Trust.
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 Trusting Exemptive Order) and the terms hereof shall be interpreted and construed in accordance therewith. If, in the future, the Mixed and Shared Trusting 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 Series, by six (6) months advance written notice delivered to the other parties; or
(b) termination by the Company by written notice to the Trust and the Distributor based upon the Company’s determination that shares of a Series are not reasonably available to meet the
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requirements of the Contracts, provided, however, that such termination shall apply only to those Series 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 Trust and the Distributor in the event any of the Designated Series’ 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 Trust 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 Company’s duties under this Agreement or related to the sale of the Contracts, the operation of any Account, or the purchase of the Trust’s shares; provided, however, that the Trust 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 Trust 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 Trust or Distributor to perform its obligations under this Agreement; or
(f) termination by the Company by written notice to the Trust and the Distributor with respect to any Designated Series in the event that such Series 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 Series may fail to so qualify or comply; or
(g) termination by the Trust 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 Trust or the Distributor by written notice to the Company, if either one or both of the Trust 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 Trust and the Distributor, if the Company shall determine, in its sole judgment exercised in good faith, that the Trust, 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 Series of the Trust in accordance with the terms of the Contracts, provided that the Company has given at least 90 days prior written notice to the Trust and Distributor of the date of substitution; or
(k) termination by the Trust if the Board has decided to (i) refuse to sell shares of any Designated Series to the Company and/or any of its Accounts; (ii) suspend or terminate the offering of shares of any Designated Series; or (iii) dissolve, reorganize, liquidate, merge or sell all assets of the Trust or any Designated Series, subject to the provisions of Section 1.1; or
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(l) termination by any party in the event that the Trust’s 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 Trust 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 Trust and the Distributor, to make available additional shares of the Designated Series 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 Series of the Trust and redeem investments in the Designated Series, and shall be permitted to invest in the Designated Series in the event that owners of the Existing Contracts make additional premium payments under the Existing Contracts.
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 Series 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 Series. The Trust may, in its discretion, permit the Accounts to continue to invest in the Designated Series 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 Trust agrees in writing to permit the Accounts to continue to invest in the Designated Series 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 Trust 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 Series held by the Accounts, received by the Trust and its agents as of the request date, and the Trust agrees to process such redemption request in accordance with the 1940 Act and the regulations thereunder and the Trust’s 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 Trust or any Designated Series of the Trust, Articles I, II, III, VI, VII and VIII will remain in effect after termination.
9.3. Notwithstanding any termination of this Agreement, each party’s 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.
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| If to the Trust: |
Virtus Variable Insurance Trust c/o Virtus Investment Partners 100 Pearl Street Hartford, CT 06103 Attention: Counsel |
| If to the Company: |
Lincoln Life & Annuity Company of New York
1300 S. Clinton St.
Fort Wayne, IN 46802
Attention: Funds Management |
| 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 Trust must look solely to the property of the applicable Designated Series, as appropriate, set forth on Schedule A hereto as though each such Designated Series had separately contracted with the Company and the Distributor for the enforcement of any claims against the Trust. The parties agree that none of the Board, officers, agents or shareholders of the Trust assume any personal liability or responsibility for obligations entered into by or on behalf of the Trust.
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 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
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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 Trust and the Distributor of any change in control of the Company.
11.10. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee copies of the following reports:
(a) the Company’s 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 22c-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.
(a) Period Covered by Request. Requests must set forth a specific period, normally not to exceed 120 days from the date of the request, for which transaction information is sought. The Distributor may request transaction information older than 120 days from the date of the request as it deems necessary to investigate compliance with policies established or utilized by the Trust or the Distributor for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by a Series. If requested by the Distributor, the Company will provide the information specified in this Section 12.1 for each trading day.
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(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. Unless the Company provides prior written consent, Distributor and Trust agree not to use the information received pursuant to this Article for any purpose other than as necessary to comply with the provisions of Rule 22c-2 or to fulfill other regulatory or legal requirements subject to the privacy provisions of Title V of the Gramm-Leach-Bliley Act (Public Law 106-102) and comparable state laws; provided, however, that this provision shall not limit the use of publicly available information, information already in the possession of the Distributor, the Trust 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 Trust 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 Series shares by a Contractholder that has been identified by the Distributor as having engaged in transactions in Series shares (directly or indirectly through the Company’s account) that violate policies established or utilized by the Trust or the Distributor for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by a Series. 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 Distributor’s 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:
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(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 Series, 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 Series 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 Series 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 Series, 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 Series 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 Series 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 “Series” shall mean the constituent series of the Trust, but for purposes of this Section 12.1 shall not include Series 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 Company’s 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.
[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 as of the date first listed above.
Lincoln Life & Annuity Company of New York
| By its authorized officer | ||
| By: | /s/ Daniel R. Hayes | |
| Name: | Daniel R. Hayes | |
| Title: | Vice President | |
| Date: | April 28, 2014 | |
| VIRTUS VARIABLE INSURANCE TRUST | ||
| By its authorized officer | ||
| By: | /s/ Francis G. Waltman | |
| Name: | Francis G. Waltman | |
| Title: | Executive Vice President | |
| Date: | May 14, 2014 | |
| VP DISTRIBUTORS, LLC | ||
| By its authorized officer | ||
| By: | /s/ Heidi Griswold | |
| Name: | Heidi Griswold | |
| Title: | Vice President, Mutual Fund Services | |
| Date: | May 8, 2014 | |
| - 23 - |
Execution Copy
Schedule A
The term “Designated Series” of the Trust will include any Series of the Trust (as listed below) as well as any Series of the Trust or any share class of any Series (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 ® Series
Virtus Real Estate Securities Series
Virtus Small-Cap Growth Series
Virtus Small-Cap Value Series
Virtus Strategic Allocation Series
Segregated Asset Accounts:
[________________________________________]
| - 24 - |
Exhibit h.13
Execution Copy
PARTICIPATION AGREEMENT
Among
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY,
VIRTUS VARIABLE INSURANCE TRUST
and
VP DISTRIBUTORS, LLC
THIS AGREEMENT, effective as of the 28th day of April 2014, by and among The Lincoln National Life Insurance Company (the “Company”), an Indiana 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 “Trust”), a Delaware statutory trust, and VP DISTRIBUTORS, LLC (the “Distributor”), a Delaware limited liability company.
WHEREAS, the Trust 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 Trust and Distributor (“Participating Insurance Companies”);
WHEREAS, the shares of beneficial interest of the Trust are divided into several separate series of shares, each representing the interest in a particular managed portfolio of securities and other assets (each, a “Series”);
WHEREAS, the Trust may rely on an order ( The Phoenix Edge Series Trust, 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 Trust 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 Trusting Exemptive Order”);
WHEREAS, the Trust is registered as an open-end management investment company under the 1940 Act and shares of the Series 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 Trust and each Series, is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended;
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;
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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 Trust, 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 Series as set forth in Schedule A hereto, as it may be amended from time to time by mutual written agreement (the “Designated Series”) 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 Series, as if the parties hereto had executed a separate, identical form of participation agreement with respect to each Designated Series, such that no liability or loss that might apply to one Series hereunder shall affect any other Series;
NOW, THEREFORE, in consideration of their mutual promises, the Company, the Trust and the Distributor agree as follows:
ARTICLE I.
Sale of Trust Shares
1.1. The Trust has granted to the Distributor exclusive authority to distribute the Trust’s 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 Series. 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 Series, 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 Trust (the “Board”) may refuse to sell shares of any Designated Series to any person, or suspend or terminate the offering of Trust shares of any Designated Series or class thereof, or liquidate any Designated Series 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 Series.
1.2. The Trust shall redeem, at the Company’s request, any full or fractional Designated Series 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 Trust shares attributable to Contract owners except in the circumstances permitted in Section 1.3 of this Agreement, and (ii) the Trust may delay redemption of Trust shares of any Designated Series to the extent permitted by the 1940 Act, and any rules, regulations or orders thereunder.
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1.3. Purchase and Redemption Procedures
(a) The Trust hereby appoints the Company as an agent of the Trust for the sole and limited purpose of receiving purchase and redemption requests on behalf of the Account (but not with respect to any Trust shares that may be held in the general account of the Company) for shares of those Designated Series 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 as such limited agent of the Trust 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 Trust calculates the net asset value per share of the Designated Series pursuant to the rules of the SEC (a “Business Day”) prior to the time that the Trust calculates such net asset values per share as described from time to time in the Trust’s 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 Trust on that same Business Day, provided that the Trust 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 shall pay for shares of each Designated Series on the same day that it notifies the Trust of a purchase request for such shares. Payment for purchased Designated Series shares shall be made in federal funds transmitted to the Trust by wire to be received by the Trust by 4:00 p.m. Eastern Time on the Business Day the Trust is notified of the purchase request for Designated Series 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 Series shares purchased thereby will be issued, as soon as practicable and the Company shall promptly, upon the Trust’s request, reimburse the Trust for any charges, costs, fees, interest or other expenses incurred by the Trust in connection with any advances to, or borrowing or overdrafts by, the Trust, or any similar expenses incurred by the Trust, as a result of portfolio transactions effected by the Trust 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 Trust.
(c) Payment for Designated Series 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 on the Business Day the Trust is properly notified of the redemption order of such shares (which order may be net of any purchase orders) except that the Trust reserves the right to redeem Designated Series 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 Trust as described in the then current statutory prospectus and/or statement of additional information (“SAI”). The Trust 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 Series shares held or to be held in the Company’s general account shall be effected at the net asset value per share next determined after the Trust’s receipt of such request in good order, provided that, in the case of a purchase request, payment for Trust shares so requested is received by the Trust 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 Trust’s statutory prospectus.
(e) The Company shall not redeem shares of the Designated Series attributable to the Contracts (as opposed to shares of the Designated Series attributable to the Company’s 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
| - 3 - |
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 Series 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 Trust 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 Series that was otherwise available under the Contracts without first giving the Trust 45 days notice of its intention to do so.
The Trust shall use its best efforts to make the net asset value per share for each Designated Series (or class thereof) available to the Company by 6:30 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 Series or class thereof is calculated, and shall calculate such net asset value in accordance with the Trust’s statutory prospectus. None of the Trust, any Designated Series, 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 Trust or the Distributor.
1.4. The Trust shall furnish notice (by wire or telephone followed by written confirmation) to the Company as soon as reasonably practicable of any income dividends or capital gain distributions payable on any Designated Series 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 Series shares in the form of additional shares of that Designated Series. 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 Trust shall notify the Company promptly of the number of Designated Series shares so issued as payment of such dividends and distributions.
1.5. Issuance and transfer of Trust shares shall be by book entry only. The Trust will not issue share certificates to the Company or the Account. Purchase and redemption orders for Trust 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 Trust may offer and sell shares of its Series 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 Trust (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 Trust (unless otherwise required by applicable law), induce or encourage Contract owners to change or modify the Trust or remove or otherwise change the Trust’s distributor or investment adviser.
(d) The Company shall provide prior written notice to the Trust if it determines that it will induce or encourage Contract owners to vote on any matter submitted for consideration by the shareholders of the Trust in a manner other than as recommended by the Board of Trustees of the Trust.
1.7. The Company acknowledges that, pursuant to Form 24F-2, the Trust 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
| - 4 - |
Company agrees to provide the Trust or its agent each year within 60 days of the end of the Trust’s fiscal year, or when reasonably requested by the Trust, 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 Trust intends to rely on the information so provided.
ARTICLE II.
Representations and Warranties
2.1. The Trust represents and warrants that (i) the Trust is lawfully organized and validly existing under the laws of the State of Delaware, (ii) the Trust is and shall use its best efforts to remain registered under the 1940 Act during the term of this Agreement, (iii) Designated Series 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 Trust shall amend the registration statement for the shares of the Designated Series 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 Series to be taxed as a Regulated Investment Company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Trust makes no representations or warranties as to whether any aspect of the Designated Series’ 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 Trust of any investment restrictions imposed by state insurance law applicable to the Trust or a Designated Series. The Trust shall not be responsible, and the Company shall take full responsibility, for determining any jurisdiction in which any qualification or registration of Trust shares or the Trust by the Trust may be required in connection with the sale of the Contracts or the indirect interest of any Contract in any shares of the Trust and shall advise the Trust at such time and in such manner as is necessary to permit the Trust to comply.
2.2. The Distributor represents and warrants that shares of the Designated Series (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 Trust that they qualify to purchase shares of the Designated Series 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 Series 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 Company’s representations and warranties in Sections 2.5 and 2.6, the Trust represents and warrants that it will invest the assets of each Designated Series 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 Trust represents and warrants that each Designated Series 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 Trust 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 Series so as to achieve compliance within the grace period afforded by Treasury Regulation §1.817-5.
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2.4. The Trust represents and warrants that each Designated Series is or will be qualified as a Regulated Investment Company under Subchapter M of the Code, that the Trust will make every reasonable effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that the Trust will notify the Company promptly upon having a reasonable basis for believing that a Designated Series 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 Trust 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 Trust’s 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 Trust 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 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 Trust 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 Trust 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 Trust are and shall continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Trust 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
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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 Trust and to pay to the Trust any amounts lost from larceny, embezzlement or other events covered by the aforesaid bond to the extent such amounts properly belong to the Trust 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 Trust and the Distributor in the event that such coverage no longer applies.
2.10. Each party hereto 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. Each party hereto 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 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 Trust or its agent with assurances regarding the compliance of its handling of orders with respect to shares of the Designated Series with the requirements of Rule 22c-1 under the 1940 Act, regulatory interpretations thereof, and the Trust’s 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 Trust, 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 only orders to purchase, redeem or exchange Series shares
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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 Trust 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 Series 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 Trust in accordance with Rule 22c-1 under the 1940 Act. The Company further agrees to make reasonable efforts to assist the Trust and its service providers (including but not limited to the Distributor) to detect, prevent and report market timing or excessive short-term trading of Series shares. To the extent the Company has actual knowledge of violations of Trust policies (as set forth in the then current Prospectus or SAI) regarding (i) the timing of purchase, redemption or exchange orders and pricing of Series 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 Trust represents and warrants that its summary prospectuses and the hosting of such documents prepared by the Trust 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 applicable requirements of Rule 498. The Trust and Distributor agree that the website used for hosting the Trust’s summary prospectuses will lead Contract owners directly to the current Trust documents required to be posted in compliance with Rule 498, and no other content or links will appear on the website.
ARTICLE III.
Prospectuses and Proxy Statements; Voting
3.1. Subject to Section 6.1 and the Trust’s 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 Trust’s current Prospectuses as the Company may reasonably request. The Company shall bear the expenses of printing copies of the Trust’s 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 Trust shall provide such documentation (including a final copy of the Trust’s summary and/or statutory prospectus in electronic format at the Trust’s 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 Trust is amended) to have the prospectus for the Contracts and the Trust’s 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 Company’s 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 Trust’s 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 Trust), at its expense and upon request of the Company, shall provide an electronic copy of the current SAI for the Trust 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 Trust statutory and/or summary prospectus, including any supplements, SAI, including any
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supplements, and most recent annual and semi-annual reports to shareholders under Rule 30e-1 of the 1940 Act (“Trust Documents”), the Company shall send a paper copy or electronic copy, respectively, of any requested Trust 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 Trust Document that it has received from the Trust pursuant to Section 3.1 above.
3.4. The Trust shall provide the Company with information regarding the Trust’s 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 Trust.
3.5. The Trust hereby grants to the Company a non-exclusive, worldwide, royalty-free license for the duration of the Agreement to create a hyperlink from the Company's website to the Trust's website. Notwithstanding the foregoing, the Trust shall be and remain solely responsible for ensuring that the statutory prospectuses, the summary prospectuses and other documents for the Designated Series, comply with Rule 498 and any applicable guidance received from the SEC or from the SEC staff thereunder.
3.6. The Trust, 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 Trust shares in accordance with instructions received from such Contract owners; and
(iii) vote Trust shares of Contract owners eligible to vote for which no instructions have been received in the same proportion as Trust 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 Series calculates voting privileges as required by the Mixed and Shared Trusting Exemptive Order and consistent with any reasonable standards that the Trust 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 Trust or its designee, each piece of sales literature or other promotional material that the Company or its affiliates develop and in which the Trust (or a Designated Series thereof) or the Adviser or the Distributor is named. No such material shall be used until approved by the Trust or its designee, and the Trust 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. Materials not approved or disapproved by the Trust or its designee within the ten Business Days shall be deemed approved, provided that the Trust confirms that it or its designee received such materials. The Company shall be responsible for any required regulatory filings of sales literature or other promotional material it produces. The Trust 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 Trust (or a Designated Series thereof) or the Adviser or the Distributor is named, and no such material shall be used if the Trust or its designee so objects.
4.2. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust, a Designated Series, 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 Trust 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 Trust, or in sales literature or other promotional material approved by the Trust or its designee or by the Distributor for use with the public, except with the written permission of the Trust 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 Trust shall be entitled to review Company’s placement of sales materials with the summary prospectus in order to review Company’s compliance with applicable laws and regulations.
4.3. The Trust 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. 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 Trust 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. The Trust 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
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to any of the above, that relate to the Trust or its shares promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Trust shall provide copies of registration statements and SAIs upon request of Company. The Company shall not alter any of such documents provided by the Trust without the prior written consent of the Trust or Distributor.
4.6. The Company will provide to the Trust 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 Trust, Adviser or Distributor, promptly after the filing of such document(s) with the SEC or other regulatory authorities. The Company shall provide to the Trust and the Distributor any complaints received from the Contract owners pertaining to the Trust or the Designated Series.
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 Trust or any affiliate of the Trust: 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 Trust.
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 Trust 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 Trust, in accordance with applicable state laws prior to their sale. The Trust shall bear the expenses for the cost of registration and qualification of the Trust’s shares, preparation and filing of the Trust’s 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 Trust’s shares.
5.3. The Company shall bear the expenses of distributing the Trust’s Prospectuses to owners of Contracts issued by the Company and the Trust shall bear the expenses of distributing the Trust’s proxy materials and reports to such Contract owners.
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ARTICLE VI.
Potential Conflicts
6.1. The parties to this Agreement agree that the conditions or undertakings required by the Mixed and Shared Trusting Exemptive Order that may be imposed on the Company, the Trust 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 Trust 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 Trusting Exemptive Order when acting in accordance with this Agreement, unless the Trust 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 Trusting Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Trusting 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 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 Trust, the Adviser and the Distributor and each of its trustees/directors and officers, and each person, if any, who controls the Trust 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
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furnished to the Company by or on behalf of the Trust 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 Trust 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 Trust not supplied by the Company or persons under its control) or wrongful conduct of the Company or its agents or persons under the Company’s authorization or control, with respect to the sale or distribution of the Contracts or Trust 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 Trust 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 Trust 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 Party’s willful misfeasance, fraud, bad faith, or gross negligence in the performance of such Indemnified Party’s duties or by reason of such Indemnified Party’s 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 Company’s 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.
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(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 Trust shares or the Contracts or the operation of the Trust.
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 Trust (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 Trust by or on behalf of the Company for use in the registration statement, prospectus or SAI for the Trust 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 Trust 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 Trust or Distributor or persons under their control, with respect to the sale or distribution of the Contracts or Trust 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 Trust 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 Party’s willful misfeasance, fraud, bad faith, or gross negligence in the performance of such Indemnified Party’s duties or by reason of such Indemnified Party’s 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 Distributor’s 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 Trust
(a) The Trust 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 Trust) 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 Trust and:
(i) arise as a result of any failure by the Trust 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 Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust;
as limited by and in accordance with the provisions of Sections 7.3(b) and 7.3(c) hereof. The parties acknowledge that the Trust’s indemnification obligations under this Section 7.3 are subject to applicable law.
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(b) The Trust 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 Party’s willful misfeasance, fraud, bad faith, or gross negligence in the performance of such Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of obligations and duties under this Agreement or to the Company, the Trust, the Distributor or the Account, whichever is applicable.
(c) The Trust 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 Trust 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 Trust of any such claim shall not relieve the Trust 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 Trust will be entitled to participate, at its own expense, in the defense thereof. The Trust also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Trust to such party of the Trust’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Trust 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 Trust 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 Trust.
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 Trusting Exemptive Order) and the terms hereof shall be interpreted and construed in accordance therewith. If, in the future, the Mixed and Shared Trusting 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 Series, by six (6) months advance written notice delivered to the other parties; or
(b) termination by the Company by written notice to the Trust and the Distributor based upon the Company’s determination that shares of a Series are not reasonably available to meet the
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requirements of the Contracts, provided, however, that such termination shall apply only to those Series 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 Trust and the Distributor in the event any of the Designated Series’ 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 Trust 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 Company’s duties under this Agreement or related to the sale of the Contracts, the operation of any Account, or the purchase of the Trust’s shares; provided, however, that the Trust 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 Trust 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 Trust or Distributor to perform its obligations under this Agreement; or
(f) termination by the Company by written notice to the Trust and the Distributor with respect to any Designated Series in the event that such Series 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 Series may fail to so qualify or comply; or
(g) termination by the Trust 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 Trust or the Distributor by written notice to the Company, if either one or both of the Trust 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 Trust and the Distributor, if the Company shall determine, in its sole judgment exercised in good faith, that the Trust, 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 Series of the Trust in accordance with the terms of the Contracts, provided that the Company has given at least 90 days prior written notice to the Trust and Distributor of the date of substitution; or
(k) termination by the Trust if the Board has decided to (i) refuse to sell shares of any Designated Series to the Company and/or any of its Accounts; (ii) suspend or terminate the offering of shares of any Designated Series; or (iii) dissolve, reorganize, liquidate, merge or sell all assets of the Trust or any Designated Series, subject to the provisions of Section 1.1; or
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(l) termination by any party in the event that the Trust’s 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 Trust 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 Trust and the Distributor, to make available additional shares of the Designated Series 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 Series of the Trust and redeem investments in the Designated Series, and shall be permitted to invest in the Designated Series in the event that owners of the Existing Contracts make additional premium payments under the Existing Contracts.
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 Series 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 Series. The Trust may, in its discretion, permit the Accounts to continue to invest in the Designated Series 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 Trust agrees in writing to permit the Accounts to continue to invest in the Designated Series 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 Trust 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 Series held by the Accounts, received by the Trust and its agents as of the request date, and the Trust agrees to process such redemption request in accordance with the 1940 Act and the regulations thereunder and the Trust’s 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 Trust or any Designated Series of the Trust, Articles I, II, III, VI, VII and VIII will remain in effect after termination.
9.3. Notwithstanding any termination of this Agreement, each party’s 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.
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| If to the Trust: |
Virtus Variable Insurance Trust c/o Virtus Investment Partners 100 Pearl Street Hartford, CT 06103 Attention: Counsel |
| If to the Company: |
The Lincoln National Life Insurance Company
1300 S. Clinton St.
Fort Wayne, IN 46802
Attention: Funds Management |
| 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 Trust must look solely to the property of the applicable Designated Series, as appropriate, set forth on Schedule A hereto as though each such Designated Series had separately contracted with the Company and the Distributor for the enforcement of any claims against the Trust. The parties agree that none of the Board, officers, agents or shareholders of the Trust assume any personal liability or responsibility for obligations entered into by or on behalf of the Trust.
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 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
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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 Trust and the Distributor of any change in control of the Company.
11.10. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee copies of the following reports:
(a) the Company’s 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 22c-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.
(a) Period Covered by Request. Requests must set forth a specific period, normally not to exceed 120 days from the date of the request, for which transaction information is sought. The Distributor may request transaction information older than 120 days from the date of the request as it deems necessary to investigate compliance with policies established or utilized by the Trust or the Distributor for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by a Series. If requested by the Distributor, the Company will provide the information specified in this Section 12.1 for each trading day.
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(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. Unless the Company provides prior written consent, Distributor and Trust agree not to use the information received pursuant to this Article for any purpose other than as necessary to comply with the provisions of Rule 22c-2 or to fulfill other regulatory or legal requirements subject to the privacy provisions of Title V of the Gramm-Leach-Bliley Act (Public Law 106-102) and comparable state laws; provided, however, that this provision shall not limit the use of publicly available information, information already in the possession of the Distributor, the Trust 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 Trust 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 Series shares by a Contractholder that has been identified by the Distributor as having engaged in transactions in Series shares (directly or indirectly through the Company’s account) that violate policies established or utilized by the Trust or the Distributor for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by a Series. 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 Distributor’s 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:
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(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 Series, 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 Series 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 Series 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 Series, 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 Series 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 Series 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 “Series” shall mean the constituent series of the Trust, but for purposes of this Section 12.1 shall not include Series 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 Company’s 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.
[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 as of the date first listed above.
The Lincoln National Life Insurance Company
| By its authorized officer | ||
| By: | /s/ Daniel R. Hayes | |
| Name: | Daniel R. Hayes | |
| Title: | Vice President | |
| Date: | April 28, 2014 | |
| VIRTUS VARIABLE INSURANCE TRUST | ||
| By its authorized officer | ||
| By: | /s/ Francis G. Waltman | |
| Name: | Francis G. Waltman | |
| Title: | Executive Vice President | |
| Date: | May 14, 2014 | |
| VP DISTRIBUTORS, LLC | ||
| By its authorized officer | ||
| By: | /s/ Heidi Griswold | |
| Name: | Heidi Griswold | |
| Title: | Vice President, Mutual Fund Services | |
| Date: | May 8, 2014 | |
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Execution Copy
Schedule A
The term “Designated Series” of the Trust will include any Series of the Trust (as listed below) as well as any Series of the Trust or any share class of any Series (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 ® Series
Virtus Real Estate Securities Series
Virtus Small-Cap Growth Series
Virtus Small-Cap Value Series
Virtus Strategic Allocation Series
Segregated Asset Accounts:
[________________________________________]
| - 24 - |
Exhibit i.2
CONSENT OF SULLIVAN & WORCESTER LLP
We hereby consent to the use of our name and any reference to our firm in the Statement of Additional Information of Virtus Variable Insurance Trust (the “Trust”), included as part of Post-Effective Amendment No. 78 to the Trust’s Registration Statement on Form N-1A (File No. 033-05033). In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.
| /s/ Sullivan & Worcester LLP | |
| Sullivan & Worcester LLP | |
| Washington, DC | |
| April 24, 2017 |
Exhibit j.1
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 23, 2017, relating to the financial statements and financial highlights, which appears in Virtus Variable Insurance Trust’s Annual Report on Form N-CSR for the year ended December 31, 2016. We also consent to the references to us under the headings “Non-Public Holdings Information”, “Independent Registered Public Accounting Firm”, “Financial Statements” and “Financial Highlights” in such Registration Statement.
| PricewaterhouseCoopers LLP | |
| Philadelphia, Pennsylvania | |
| April 25, 2017 |
Exhibit q.3
POWER OF ATTORNEY
I, the undersigned member of the Board of Trustees of the Virtus Variable Insurance Trust having a file number under the Securities Act of 1933 of 033-05033, hereby constitute and appoint George R. Aylward, Kevin J. Carr and Jennifer Fromm, or any of them, as my true and lawful attorneys and agents with full power to sign for me in the capacity indicated below, any or all registration statements on Form N-1A, amendments thereto, and such other filings as may be appropriate, with the Securities and Exchange Commission under the Securities Act of 1933 and/or the Investment Company Act of 1940 relating to said mutual fund, and hereby ratify and confirm my signature as it may be signed by said attorneys and agents.
I hereby declare that a photostatic, xerographic or other similar copy of this original instrument shall be as effective as the original.
IN WITNESS WHEREOF, this 30 th day of June 2016.
| /s/ Donald C. Burke | /s/ James M. Oates | |
| Donald C. Burke, Trustee | James M. Oates, Trustee | |
| /s/ Richard E. Segerson | /s/ Ferdinand L.J. Verdonck | |
| Richard E. Segerson, Trustee | Ferdinand L. J. Verdonck, Trustee |
All signatures need not appear on the same copy of this Power of Attorney.