[Federal Register Volume 84, Number 92 (Monday, May 13, 2019)]
[Notices]
[Pages 20914-20915]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-09721]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 33468; 812-14894]


ALPS Variable Investment Trust, et al.

May 7, 2019.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice.

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    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.

Applicants:  ALPS Variable Investment Trust, ALPS ETF Trust, and 
Financial Investors Trust (each a ``Trust'' and collectively, the 
``Trusts''), each a Delaware statutory trust registered under the Act 
as an open-end management investment company that offers or will offer 
one or more series (each a ``Series,'' and collectively, the 
``Series''), and ALPS Advisors, Inc. (the ``Advisor''), a Colorado 
corporation registered as an investment adviser under the Investment 
Advisers Act of 1940.

Filing Dates:  The application was filed on April 9, 2018 and amended 
on October 2, 2018, and January 9, 2019.

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 May 31, 2019, and should be accompanied by proof of service on 
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, 1290 Broadway, Suite 
1100, Denver, CO 80203.

FOR FURTHER INFORMATION CONTACT: Christine Y. Greenlees, Senior 
Counsel, at (202) 551-6879, or Andrea Ottomanelli Magovern, 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 website by searching for the file number, or for 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. The Advisor serves or will serve as the investment adviser to 
each Sub-Advised Series pursuant to an investment advisory agreement 
with each Trust (the ``Investment Management Agreement'' and together, 
the ``Investment Management

[[Page 20915]]

Agreements'').\1\ Under the terms of each Investment Management 
Agreement, the Advisor, subject to the supervision of the board of 
trustees of each Trust (``Board''), provides continuous investment 
management of the assets of each Sub-Advised Series. Consistent with 
the terms of each Investment Management Agreement, the Advisor may, 
subject to the approval of the applicable Board, delegate portfolio 
management responsibilities of all or a portion of the assets of a Sub-
Advised Series to one or more Sub-Advisors.\2\ The Advisor will 
continue to have overall responsibility for the management and 
investment of the assets of each Sub-Advised Series. The Advisor will 
evaluate, select, and recommend Sub-Advisors to manage the assets of a 
Sub-Advised Series and will oversee, monitor and review the Sub-
Advisors and their performance and recommend the removal or replacement 
of Sub-Advisors.
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    \1\ Applicants request relief with respect to the Series, as 
well as to any future series of the Trusts and any other existing or 
future registered open-end management investment company or series 
thereof that, in each case, is advised by the Advisor, its 
successors, or any entity controlling, controlled by, or under 
common control with, the Advisor or its successors (each, also an 
``Advisor''), uses the multi-manager structure described in the 
application, and complies with the terms and conditions set forth in 
the application (each, a ``Sub-Advised Series''). For purposes of 
the requested order, ``successor'' is limited to an entity that 
results from a reorganization into another jurisdiction or a change 
in the type of business organization. Future Sub-Advised Series may 
be operated as a master-feeder structure pursuant to section 
12(d)(1)(E) of the Act. In such a structure, certain Series (each, a 
``Feeder Fund'') may invest substantially all of their assets in a 
Sub-Advised Series (a ``Master Fund'') pursuant to section 
12(d)(1)(E) of the Act. No Feeder Fund will engage any sub-advisers 
other than through approving the engagement of one or more of the 
Master Fund's sub-advisers.
    \2\ As used herein, a ``Sub-Advisor'' for a Sub-Advised Series 
is (1) an indirect or direct ``wholly-owned subsidiary'' (as such 
term is defined in the Act) of the Advisor for that Sub-Advised 
Series, or (2) a sister company of the Advisor for that Sub-Advised 
Series that is an indirect or direct ``wholly-owned subsidiary'' of 
the same company that, indirectly or directly, wholly owns the 
Advisor (each of (1) and (2) a ``Wholly-Owned Sub-Advisor'' and 
collectively, the ``Wholly-Owned Sub-Advisors''), or (3) not an 
``affiliated person'' (as such term is defined in section 2(a)(3) of 
the Act) of the Sub-Advised Series, any Feeder Fund invested in a 
Master Fund, the Trusts, or the Advisor, except to the extent that 
an affiliation arises solely because the Sub-Advisor serves as a 
sub-adviser to a Sub-Advised Series (``Non-Affiliated Sub-
Advisors'').
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    2. Applicants request an order to permit the Advisor, subject to 
Board approval, to enter into investment sub-advisory agreements with 
the Sub-Advisors (each, a ``Sub-Advisory Agreement'') and materially 
amend such Sub-Advisory Agreements without obtaining the shareholder 
approval required under section 15(a) of the Act and rule 18f-2 under 
the Act.\3\ Applicants also seek an exemption from the Disclosure 
Requirements to permit a Sub-Advised Series to disclose (as both a 
dollar amount and a percentage of the Sub-Advised Series' net assets): 
(a) the aggregate fees paid to the Advisor and any Wholly-Owned Sub-
Advisor; (b) the aggregate fees paid to Non-Affiliated Sub-Advisors; 
and (c) the fee paid to each Affiliated Sub-Advisor (collectively, 
Aggregate Fee Disclosure'').\4\
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    \3\ 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 Sub-Advised Series, 
of any Feeder Fund, or of the Advisor, other than by reason of 
serving as a sub-adviser to one or more of the Sub-Advised Series 
(``Affiliated Sub-Advisor'').
    \4\ For any Sub-Advised Series that is a Master Fund, the relief 
would also permit any Feeder Fund invested in that Master Fund to 
disclose Aggregate Fee Disclosure.
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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 Sub-Advised Series' shareholders and 
notification about sub-advisory changes and enhanced Board oversight to 
protect the interests of the Sub-Advised 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 Sub-Advised 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 Sub-Advised Series.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2019-09721 Filed 5-10-19; 8:45 am]
 BILLING CODE 8011-01-P


