Virtus Alternative Solutions Trust, et al.; Notice of Application, 68495-68496 [2016-23911]
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Federal Register / Vol. 81, No. 192 / Tuesday, October 4, 2016 / Notices
Thus, the Exchange does not believe
that the proposal creates any significant
impact on competition.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
The Exchange has not solicited, and
does not intend to solicit, comments on
this proposed rule change. The
Exchange has not received any written
comments from members or other
interested parties.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Because the proposed rule change
does not (i) significantly affect the
protection of investors or the public
interest; (ii) impose any significant
burden on competition; and (iii) become
operative for 30 days from the date on
which it was filed, or such shorter time
as the Commission may designate, it has
become effective pursuant to Section
19(b)(3)(A) of the Act 12 and Rule 19b–
4(f)(6) thereunder.13
A proposed rule change filed
pursuant to Rule 19b–4(f)(6) under the
Act 14 normally does not become
operative for 30 days after the date of its
filing. However, Rule 19b–4(f)(6)(iii) 15
permits the Commission to designate a
shorter time if such action is consistent
with the protection of investors and the
public interest. The Exchange has asked
the Commission to waive the 30-day
operative delay so that the proposal may
become operative immediately upon
filing. The Exchange states that waiver
of the 30-day operative delay would
allow the Exchange to immediately
provide functionality that is consistent
with functionality provided by EDGX,
thereby reducing complexity and
avoiding potential confusion. The
Commission believes the waiver of the
operative delay is consistent with the
protection of investors and the public
interest. Therefore, the Commission
hereby waives the operative delay and
designates the proposal operative upon
filing.16
12 15
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(6). As required under Rule
19b–4(f)(6)(iii), the Exchange provided the
Commission with written notice of its intent to file
the proposed rule change, along with a brief
description and the text of the proposed rule
change, at least five business days prior to the date
of filing of the proposed rule change, or such
shorter time as designated by the Commission.
14 17 CFR 240.19b–4(f)(6).
15 17 CFR 240.19b–4(f)(6)(iii).
16 For purposes only of waiving the 30-day
operative delay, the Commission has also
considered the proposed rule’s impact on
efficiency, competition, and capital formation. See
15 U.S.C. 78c(f).
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At any time within 60 days of the
filing of the proposed rule change, the
Commission summarily may
temporarily suspend such rule change if
it appears to the Commission that such
action is necessary or appropriate in the
public interest, for the protection of
investors, or otherwise in furtherance of
the purposes of the Act. If the
Commission takes such action, the
Commission shall institute proceedings
to determine whether the proposed rule
change should be approved or
disapproved.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
Electronic Comments
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File No. SR–
BatsBZX–2016–59 on the subject line.
Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street NE.,
Washington, DC 20549–1090.
All submissions should refer to File No.
SR-BatsBZX–2016–59. This file number
should be included on the subject line
if email is used. To help the
Commission process and review your
comments more efficiently, please use
only one method. The Commission will
post all comments on the Commission’s
Internet Web site (https://www.sec.gov/
rules/sro.shtml). Copies of the
submission, all subsequent
amendments, all written statements
with respect to the proposed rule
change that are filed with the
Commission, and all written
communications relating to the
proposed rule change between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for Web site viewing and
printing in the Commission’s Public
Reference Room, 100 F Street NE.,
Washington, DC 20549, on official
business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of the
filing also will be available for
inspection and copying at the principal
office of the Exchange. All comments
received will be posted without change;
the Commission does not edit personal
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68495
identifying information from
submissions. You should submit only
information that you wish to make
available publicly. All submissions
should refer to File No. SR–BatsBZX–
2016–59, and should be submitted on or
before October 25, 2016.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.17
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016–23904 Filed 10–3–16; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
32293; 812–14538]
Virtus Alternative Solutions Trust, et
al.; Notice of Application
September 28, 2016.
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 subadvisers. The order would also
supersede prior orders.1
AGENCY:
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
APPLICANTS:
17 CFR 200.30–3(a)(12).
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).
17
1 Virtus
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68496
Federal Register / Vol. 81, No. 192 / Tuesday, October 4, 2016 / Notices
mstockstill on DSK3G9T082PROD with NOTICES
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,
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 https://
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
2 Applicants request that the relief sought herein
apply to the named Applicants, as well as to any
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19:01 Oct 03, 2016
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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 SubAdvisors 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.
2. Applicants request an exemption to
permit the Advisor, subject to Board
approval, to hire a Non-Affiliated SubAdvisor or a Wholly-Owned SubAdvisor, pursuant to Sub-Advisory
Agreements and materially amend SubAdvisory Agreements with NonAffiliated Sub-Advisors and WhollyOwned 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
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 ‘‘NonAffiliated Sub-Advisor’’) .
4 The requested relief will not extend to any subadviser, 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 subadviser to one or more of the Subadvised Series
(‘‘Affiliated Sub-Advisor’’).
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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.
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 SubAdvisors 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
SMALL BUSINESS ADMINISTRATION
Reporting and Recordkeeping
Requirements Under OMB Review
Small Business Administration.
30-Day Notice.
AGENCY:
ACTION:
The Small Business
Administration (SBA) is publishing this
notice to comply with requirements of
the Paperwork Reduction Act (PRA) (44
SUMMARY:
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]]>Agencies
[Federal Register Volume 81, Number 192 (Tuesday, October 4, 2016)]
[Notices]
[Pages 68495-68496]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[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\
-----------------------------------------------------------------------
---------------------------------------------------------------------------
\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,
---------------------------------------------------------------------------
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 https://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.
---------------------------------------------------------------------------
\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'') .
---------------------------------------------------------------------------
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.
---------------------------------------------------------------------------
\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'').
---------------------------------------------------------------------------
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
