81 FR 68495 - Virtus Alternative Solutions Trust, et al.; Notice of Application

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 192 (October 4, 2016)

[Federal Register Volume 81, Number 192 (Tuesday, October 4, 2016)]
[Notices]
[Pages 68495-68496]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-23911]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32293; 812-14538]


Virtus Alternative Solutions Trust, et al.; Notice of Application

September 28, 2016.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of an application under section 6(c) of the Investment 
Company Act of 1940 (``Act'') for an exemption from section 15(a) of 
the Act and rule 18f-2 under the Act, as well as from certain 
disclosure requirements in rule 20a-1 under the Act, Item 19(a)(3) of 
Form N-1A, Items 22(c)(1)(ii), 22(c)(1)(iii), 22(c)(8) and 22(c)(9) of 
Schedule 14A under the Securities Exchange Act of 1934, and Sections 6-
07(2)(a), (b), and (c) of Regulation S-X (``Disclosure Requirements''). 
The requested exemption would permit an investment adviser to hire and 
replace certain sub-advisers without shareholder approval and grant 
relief from the Disclosure Requirements as they relate to fees paid to 
the sub-advisers. The order would also supersede prior orders.\1\

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    \1\ Virtus Alternative Solutions Trust et al., Investment 
Company Act Release Nos. 30986 (March 19, 2014) (notice) and 31014 
(April 15, 2014) (order); Phoenix Equity Trust et al., Investment 
Company Act Release Nos. 28375 (September 3, 2008) (notice) and 
28410 (September 29, 2008) (order).

Applicants: Virtus Alternative Solutions Trust, Virtus Equity Trust, 
Virtus Insight Trust, Virtus Opportunities Trust, Virtus Retirement 
Trust and Virtus Variable Insurance Trust (each, a ``Trust''), each 
registered under the Act as an open-end management investment company 
with multiple series (each, a ``Series'') and each a Delaware statutory 
trust, except Virtus Insight Trust, a Massachusetts business trust, and 
Virtus Alternative Investment Advisers, Inc., a Connecticut

[[Page 68496]]

corporation, Virtus Investment Advisers, Inc., a Massachusetts 
corporation, and Virtus Retirement Investment Advisers, LLC, a Delaware 
limited liability company, each registered as an investment adviser 
under the Investment Advisers Act of 1940 (each, an ``Advisor,'' and, 
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collectively with the Trusts, the ``Applicants'').

Filing Dates: The application was filed August 21, 2015, and amended 
February 12, 2016, August 9, 2016, and September 9, 2016.

Hearing or Notification of Hearing: An order granting the application 
will be issued unless the Commission orders a hearing. Interested 
persons may request a hearing by writing to the Commission's Secretary 
and serving applicants with a copy of the request, personally or by 
mail. Hearing requests should be received by the Commission by 5:30 
p.m. on October 24, 2016, and should be accompanied by proof of service 
on the applicants, in the form of an affidavit or, for lawyers, a 
certificate of service. Pursuant to rule 0-5 under the Act, hearing 
requests should state the nature of the writer's interest, any facts 
bearing upon the desirability of a hearing on the matter, the reason 
for the request, and the issues contested. Persons who wish to be 
notified of a hearing may request notification by writing to the 
Commission's Secretary.

ADDRESSES:  Secretary, U.S. Securities and Exchange Commission, 100 F 
Street NE., Washington, DC 20549-1090. Applicants: c/o James E. Thomas, 
Esq., Ropes & Gray LLP, Prudential Tower, 800 Boylston Street, Boston, 
MA 02199.

FOR FURTHER INFORMATION CONTACT:  Kaitlin C. Bottock, Senior Counsel, 
at (202) 551-8658, or Daniele Marchesani, Branch Chief, at (202) 551-
6821 (Division of Investment Management, Chief Counsel's Office).

SUPPLEMENTARY INFORMATION:  The following is a summary of the 
application. The complete application may be obtained via the 
Commission's Web site by searching for the file number, or an applicant 
using the Company name box, at http://www.sec.gov/search/search.htm or 
by calling (202) 551-8090.

Summary of the Application

    1. An Advisor will serve as the investment adviser to the 
Subadvised Series pursuant to an investment advisory agreement with the 
Trust (each, an ``Investment Management Agreement'').\2\ The Advisor 
will provide the Subadvised Series with continuous and comprehensive 
investment management services subject to the supervision of, and 
policies established by, each Subadvised Series' board of trustees (the 
``Board''). Each Investment Management Agreement permits the Advisor, 
subject to the approval of the Board, to delegate to one or more Sub-
Advisors the responsibility to provide the day-to-day portfolio 
investment management of each Subadvised Series, subject to the 
supervision and direction of the Advisor.\3\ The primary responsibility 
for managing the Subadvised Series will remain vested in the Advisor. 
The Advisor will hire, evaluate, allocate assets to and oversee the 
Sub-Advisors, including determining whether a Sub-Advisor should be 
terminated, at all times subject to the authority of the Board.
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    \2\ Applicants request that the relief sought herein apply to 
the named Applicants, as well as to any future Series and any other 
existing or future registered open-end management investment company 
or series thereof that intends to rely on the requested order in the 
future and that (i) is advised by an Advisor, its successors, and 
any entity controlling, controlled by or under common control with 
an Advisor or its successors (included in the term ``Advisor''), 
(ii) uses the multi-manager structure described in this application, 
and (iii) complies with the terms and conditions of this application 
(each, a ``Subadvised Series''). For the purposes of the requested 
order, ``successor'' is limited to an entity resulting from a 
reorganization into another jurisdiction or a change in the type of 
business organization.
    \3\ A ``Sub-Advisor'' for a Series is (1) an indirect or direct 
``wholly-owned subsidiary'' (as such term is defined in the Act) of 
the Advisor for that Series, or (2) a sister company of the Advisor 
for that Series that is an indirect or direct ``wholly-owned 
subsidiary'' (as such term is defined in the Act) of the same 
company that, indirectly or directly, wholly owns the Advisor (each 
of (1) and (2) a ``Wholly-Owned Sub-Advisor''), or (3) an investment 
sub-adviser for that Series that is not an ``affiliated person'' (as 
such term is defined in Section 2(a)(3) of the Act) of the Series or 
the Advisor, except to the extent that an affiliation arises solely 
because the Sub-Advisor serves as a sub-adviser to one or more 
Series (each a ``Non-Affiliated Sub-Advisor'') .
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    2. Applicants request an exemption to permit the Advisor, subject 
to Board approval, to hire a Non-Affiliated Sub-Advisor or a Wholly-
Owned Sub-Advisor, pursuant to Sub-Advisory Agreements and materially 
amend Sub-Advisory Agreements with Non-Affiliated Sub-Advisors and 
Wholly-Owned Sub-Advisors without obtaining the shareholder approval 
required under section 15(a) of the Act and rule 18f-2 under the 
Act.\4\ Applicants also seek an exemption from the Disclosure 
Requirements to permit a Subadvised Series to disclose (as both a 
dollar amount and a percentage of the Subadvised Series' net assets): 
(a) The aggregate fees paid to the Advisor and any Wholly-Owned Sub-
Advisors; (b) the aggregate fees paid to Non-Affiliated Sub-Advisors; 
and (c) the fee paid to each Affiliated Sub-Advisor.
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    \4\ The requested relief will not extend to any sub-adviser, 
other than a Wholly-Owned Sub-Advisor, who is an affiliated person, 
as defined in section 2(a)(3) of the Act, of the Subadvised Series 
or the Manager, other than by reason of serving as a sub-adviser to 
one or more of the Subadvised Series (``Affiliated Sub-Advisor'').
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    3. Applicants agree that any order granting the requested relief 
will be subject to the terms and conditions stated in the application. 
Such terms and conditions provide for, among other safeguards, 
appropriate disclosure to Subadvised Series' shareholders and 
notification about sub-advisory changes and enhanced Board oversight to 
protect the interests of the Subadvised Series' shareholders.
    4. Section 6(c) of the Act provides that the Commission may exempt 
any person, security, or transaction or any class or classes of 
persons, securities, or transactions from any provisions of the Act, or 
any rule thereunder, if such relief is necessary or appropriate in the 
public interest and consistent with the protection of investors and 
purposes fairly intended by the policy and provisions of the Act. 
Applicants believe that the requested relief meets this standard 
because, as further explained in the application, the Investment 
Management Agreements will remain subject to shareholder approval, 
while the role of the Sub-Advisors is substantially equivalent to that 
of individual portfolio managers, so that requiring shareholder 
approval of Sub-Advisory Agreements would impose unnecessary delays and 
expenses on the Subadvised Series. Applicants believe that the 
requested relief from the Disclosure Requirements meets this standard 
because it will improve the Advisor's ability to negotiate fees paid to 
the Sub-Advisors that are more advantageous for the Subadvised Series.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-23911 Filed 10-3-16; 8:45 am]
 BILLING CODE 8011-01-P