UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-8F
APPLICATION PURSUANT TO SECTION 8(F)
OF THE INVESTMENT COMPANY OF 1940 (“ACT”)
AND RULE 8F-1 THEREUNDER FOR ORDER DECLARING THAT
COMPANY HAS CEASED TO BE AN INVESTMENT COMPANY
I. General Identifying Information
1. Reason fund is applying to deregister:
x Merger
o Liquidation
o Abandonment of Registration
o Election of status as a Business Development Company
2. Name of fund: RS Variable Products Trust
3. Securities and Exchange Commission File No.: 811-21922
4. Is this an initial Form N-8F or an amendment to a previously filed Form N-8F?
x Initial Application o Amendment
5. Address of Principal Executive Office (include No. & Street, City, State, Zip Code):
Victory Capital Management Inc., 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144
6. Name, address and telephone number of individual the Commission staff should contact with any questions regarding this form:
Erin G. Wagner
Victory Capital Management Inc.
4900 Tiedeman Road, 4th Floor
Brooklyn, Ohio 44144
(216) 898-2526
7. Name, address and telephone number of individual or entity responsible for maintenance and preservation of fund records in accordance with rules 31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, 31a-2]:
Victory Capital Management Inc., 4900 Tiedeman Road, 4th Floor, Brooklyn, OH 44144 (records relating to its functions as investment advisor and administrator)
Contact: Erin G. Wagner, (216) 898-2526
Victory Capital Advisers, Inc., 4900 Tiedeman Road, 4th Floor, Brooklyn, OH 44144 (records relating to its functions as distributor)
Contact: Susan Woodard, (415) 591-2712
State Street Bank and Trust Company, 200 Newport Avenue, North Quincy, Massachusetts 02171 (records relating to its functions as custodian, accountant and sub-administrator)
Contact: Michael Timcoe, (617) 786-3000
State Street Bank and Trust Company, One Heritage Drive, Quincy, MA 02171 (records relating to its functions as transfer agent)
Contact: Michael Timcoe, (617) 786-3000
8. Classification of fund (check only one):
x Management company;
o Unit investment trust; or
o Face-amount certificate company.
9. Subclassification if the fund is a management company (check only one):
x Open-end o Closed-end
10. State law under which the fund was organized or formed (e.g., Delaware, Massachusetts):
Commonwealth of Massachusetts
11. Provide the name and address of each investment adviser of the fund (including sub-advisers) during the last five years, even if the fund’s contracts with those advisers have been terminated:
RS Investment Management Co. LLC
One Bush Street, Suite 900
San Francisco, CA 94104
Park Avenue Institutional Advisers LLC
7 Hanover Square
New York, New York 10004
Guardian Investor Services LLC
7 Hanover Square
New York, New York 10004
12. Provide the name and address of each principal underwriter of the fund during the last five years, even if the fund’s contracts with those underwriters have been terminated:
RS Funds Distributor LLC
One Bush Street, Suite 900
San Francisco, CA 94104
Guardian Investor Services LLC
7 Hanover Square
New York, New York 10004
13. If the fund is a unit investment (“UIT”) provide: Not applicable.
(a) Depositor’s name(s) and address(es):
(b) Trustee’s name(s) and address(es):
14. Is there a UIT registered under the Act that served as a vehicle for investment in the fund (e.g., an insurance company separate account)?
o Yes x No
If Yes, for each UIT state:
15. (a) Did the fund obtain approval from the board of directors concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration?
x Yes o No
If Yes, state the date on which the board vote took place: January 19, 2016
If No, explain:
(b) Did the fund obtain approval from the shareholders concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration?
x Yes o No
If Yes, state the date on which the shareholder vote took place:
A special meeting of the shareholders of RS Variable Products Trust (the “Trust”) was held on May 19, 2016. At the meeting, the shareholders of each series of the Trust voted to approve the reorganization of each such series into a corresponding series of Victory Variable Insurance Funds.
If No, explain:
II. Distributions to Shareholders
16. Has the fund distributed any assets to its shareholders in connection with the Merger or Liquidation?
x Yes o No
(a) If Yes, list the date(s) on which the fund made those distributions:
These are tax free reorganizations of the eight series of RS Variable Products Trust (the “Funds”), a Massachusetts business trust, into corresponding “shell” series of The Victory Portfolios (the “Successor Funds”). On July 29, 2016, RS Variable Products Trust transferred each Fund’s assets and liabilities to the corresponding Successor Funds in exchange for shares of the Successor Funds. On that same date, each Fund distributed shares of the Successor Fund pro rata to its shareholders in liquidation of the Fund.
(b) Were the distributions made on the basis of net assets?
x Yes o No
(c) Were the distributions made pro rata based on share ownership?
x Yes o No
(d) If No to (b) or (c) above, describe the method of distributions to shareholders. For Mergers, provide the exchange ratio(s) used and explain how it was calculated:
(e) Liquidations only:
Not applicable
Were any distributions to shareholders made in kind?
o Yes o No
If Yes, indicate the percentage of fund shares owned by affiliates, or any other affiliation of shareholders:
17. Closed-end funds only:
Not applicable.
Has the fund issued senior securities?
o Yes o No
If Yes, describe the method of calculating payments to senior securityholders and distributions to other shareholders:
18. Has the fund distributed all of its assets to the fund’s shareholders?
x Yes o No
If No,
(a) How many shareholders does the fund have as of the date this form is filed?
(b) Describe the relationship of each remaining shareholder to the fund:
19. Are there any shareholders who have not yet received distributions in complete liquidation of their interests?
o Yes x No
If Yes, describe briefly the plans (if any) for distributing to, or preserving the interests of, those shareholders:
III. Assets and Liabilities
20. Does the fund have any assets as of the date this form is filed?
(See question 18 above)
o Yes x No
If Yes,
(a) Describe the type and amount of each asset retained by the fund as of the date this form is filed:
(b) Why has the fund retained the remaining assets?
(c) Will the remaining assets be invested in securities?
o Yes o No
21. Does the fund have any outstanding debts (other than face-amount certificates if the fund is a face-amount certificate company) or any other liabilities?
o Yes x No
If Yes,
(a) Describe the type and amount of each debt or other liability:
(b) How does the fund intend to pay these outstanding debts or other liabilities?
IV. Information About Event(s) Leading to Request For Deregistration
22. (a) List the expenses incurred in connection with the Merger or Liquidation:
|
(i) |
|
Legal expenses: |
|
$ |
231,707 |
|
|
(ii) |
|
Accounting expenses: |
|
$ |
31,749 |
|
|
(iii) |
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Other expenses (list and identify separately): |
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|
| |
|
|
|
|
|
|
| |
|
|
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Run-Off D&O Insurance |
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$ |
173,607 |
|
|
|
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Other- Solicitation Services |
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$ |
561,642 |
|
|
|
|
Other- Printing & Mailing |
|
$ |
257,060 |
|
|
|
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Other- Vendor Conversion |
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$ |
262,194 |
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|
|
|
|
|
|
| |
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(iv) |
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Total expenses (sum of lines (i)-(iii) above): |
|
$ |
1,517,960 |
|
(b) How were those expenses allocated?
All of the expenses related to the reorganization were borne by RS Investment Management Co. LLC (“RSIM”) and Victory Capital Management Inc. (“VCM”).
(c) Who paid those expenses?
As noted in subsection (b) above, all of the expenses related to the reorganization were borne by RSIM and VCM.
(d) How did the fund pay for unamortized expenses (if any)?
Not applicable.
23. Has the fund previously filed an application for an order of the Commission regarding the Merger or Liquidation?
o Yes x No
If Yes, cite the release numbers of the Commission’s notice and order or, if no notice or order has been issued, the file number and date the application was filed:
V. Conclusion of Fund Business
24. Is the fund a party to any litigation or administrative proceeding?
x Yes o No
If Yes, describe the nature of any litigation or proceeding and the position taken by the fund in that litigation:
The RS S&P 500 Index VIP Series, a series of RS Variable Products Trust, is a named defendant in the multi-district class action lawsuit, In re Tribune Co. Fraudulent Conveyance Litig., No. 11-md-2296
(S.D.N.Y.). Any potential liability for this action was assumed by the successor to the Series, the Victory S&P 500 Index VIP Series, a series of Victory Variable Insurance Funds, pursuant to an Agreement and Plan of Reorganization dated June 1, 2016 between RS Variable Products Trust and Victory Variable Insurance Funds.
25. Is the fund now engaged, or intending to engage, in any business activities other than those necessary for winding up its affairs?
o Yes x No
If Yes, describe the nature and extent of those activities:
VI. Mergers Only
26. (a) State the name of the fund surviving the Merger: Victory Variable Insurance Funds
(b) State the Investment Company Act file number of the fund surviving the Merger:
811-08979
(c) If the merger or reorganization agreement has been filed with the Commission, state the file number(s), form type used and date the agreement was filed;
SEC File Number: 333-209400
Accession Number: 0001104659-16-105884 (33 Act)
Conformed Submission Type: N-14/A
Filed: March 17, 2016
(d) If the merger or reorganization agreement has not been filed with the Commission, provide a copy of the agreement as an exhibit to this form.
Not applicable.
VERIFICATION
The undersigned states that (i) she has executed this Form N-8F application for an order under section 8(f) of the Investment Company Act of 1940 on behalf of RS Variable Products Trust, (ii) she is the Principal Executive Officer and President, Secretary, Chief Legal Officer, of RS Variable Products Trust, and (iii) all actions by shareholders, directors, and any other body necessary to authorize the undersigned to execute and file this Form N-8F application have been taken. The undersigned also states that the facts set forth in this Form N-8F application are true to the best of his knowledge, information and belief.
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/s/ Nina Gupta |
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Nina Gupta |
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Principal Executive Officer and President, Secretary and Chief Legal Officer |