UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-21922
RS Variable Products Trust
(Exact name of registrant as specified in charter)
| | |
One Bush Street, Suite 900 San Francisco, CA | | 94104 |
(Address of principal executive offices) | | (Zip code) |
Nina Gupta
c/o RS Investments
One Bush Street, Suite 900
San Francisco, CA 94104
(Name and address of agent for service)
Registrant’s telephone number, including area code: 800-221-3253
Date of fiscal year end: December 31
Date of reporting period: June 30, 2016
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
Item 1. | Reports to Stockholders. |
The Report to Shareholders is attached herewith.
RS VARIABLE
PRODUCTS TRUST
RS LARGE CAP ALPHA VIP SERIES
| | |
NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE | | |
TABLE OF CONTENTS
UNDERSTANDING YOUR FUND’S EXPENSES (UNAUDITED)
By investing in the Fund, you incur two types of costs: (1) transaction costs, including, as applicable, sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including, as applicable, investment advisory fees and other Fund expenses. The example below is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2016, to June 30, 2016. The table below shows the Fund’s expenses in two ways:
Expenses based on actual return
This section of the table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Expenses based on hypothetical 5% return for comparison purposes
This section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund with the cost of investing in other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore the second section is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If these transactional costs were included, your costs would have been higher. Charges and expenses at the insurance company separate account level are not reflected in the table.
| | | | | | | | | | | | | | |
| | Beginning Account Value 1/1/16 | | Ending Account Value 6/30/16 | | | Expenses Paid During Period* 1/1/16-6/30/16 | | | Expense Ratio During Period 1/1/16-6/30/16 | |
Based on Actual Return | | $1,000.00 | | | $993.70 | | | | $2.73 | | | | 0.55% | |
Based on Hypothetical Return (5% Return Before Expenses) | | $1,000.00 | | | $1,022.13 | | | | $2.77 | | | | 0.55% | |
* | Expenses are equal to the Fund’s annualized expense ratio as indicated, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). |
SCHEDULE OF INVESTMENTS — RS LARGE CAP ALPHA VIP SERIES
| | | | | | | | |
June 30, 2016 (unaudited) | | Shares | | | Value | |
Common Stocks – 94.2% | |
Aerospace – 1.5% | |
General Dynamics Corp. | | | 105,010 | | | $ | 14,621,592 | |
| | | | | | | | |
| | | | | | | 14,621,592 | |
Asset Management & Custodian – 0.9% | |
Franklin Resources, Inc. | | | 251,040 | | | | 8,377,205 | |
| | | | | | | | |
| | | | | | | 8,377,205 | |
Banks: Diversified – 4.9% | |
Comerica, Inc. | | | 243,210 | | | | 10,003,227 | |
The PNC Financial Services Group, Inc. | | | 183,780 | | | | 14,957,854 | |
Wells Fargo & Co. | | | 471,410 | | | | 22,311,836 | |
| | | | | | | | |
| | | | | | | 47,272,917 | |
Cable Television Services – 3.4% | |
Charter Communications, Inc., Class A(1) | | | 144,698 | | | | 33,083,751 | |
| | | | | | | | |
| | | | | | | 33,083,751 | |
Chemicals: Specialty – 2.1% | |
LyondellBasell Industries N.V., Class A | | | 201,678 | | | | 15,008,877 | |
Praxair, Inc. | | | 48,395 | | | | 5,439,114 | |
| | | | | | | | |
| | | | | | | 20,447,991 | |
Computer Services, Software & Systems – 11.1% | |
Alphabet, Inc., Class A(1) | | | 63,145 | | | | 44,424,402 | |
Intuit, Inc. | | | 114,560 | | | | 12,786,041 | |
Microsoft Corp. | | | 994,300 | | | | 50,878,331 | |
| | | | | | | | |
| | | | | | | 108,088,774 | |
Containers & Packaging – 2.1% | |
Ball Corp. | | | 275,070 | | | | 19,884,810 | |
| | | | | | | | |
| | | | | | | 19,884,810 | |
Diversified Financial Services – 4.8% | |
JPMorgan Chase & Co. | | | 640,120 | | | | 39,777,057 | |
The Goldman Sachs Group, Inc. | | | 46,484 | | | | 6,906,593 | |
| | | | | | | | |
| | | | | | | 46,683,650 | |
Diversified Manufacturing Operations – 1.6% | |
General Electric Co. | | | 499,410 | | | | 15,721,427 | |
| | | | | | | | |
| | | | | | | 15,721,427 | |
Diversified Media – 2.7% | |
Twenty-First Century Fox, Inc., Class A | | | 966,565 | | | | 26,145,583 | |
| | | | | | | | |
| | | | | | | 26,145,583 | |
Diversified Retail – 3.6% | |
Liberty Interactive Corp. QVC Group, Class A(1) | | | 1,377,634 | | | | 34,950,575 | |
| | | | | | | | |
| | | | | | | 34,950,575 | |
Drug & Grocery Store Chains – 4.6% | |
CVS Health Corp. | | | 463,915 | | | | 44,415,222 | |
| | | | | | | | |
| | | | | | | 44,415,222 | |
| | | | | | | | |
June 30, 2016 (unaudited) | | Shares | | | Value | |
Financial Data & Systems – 2.7% | |
American Express Co. | | | 434,090 | | | $ | 26,375,308 | |
| | | | | | | | |
| | | | | | | 26,375,308 | |
Foods – 2.8% | |
Mondelez International, Inc., Class A | | | 601,790 | | | | 27,387,463 | |
| | | | | | | | |
| | | | | | | 27,387,463 | |
Gas Pipeline – 1.5% | |
Enterprise Products Partners L.P. | | | 511,030 | | | | 14,952,738 | |
| | | | | | | | |
| | | | | | | 14,952,738 | |
Health Care Management Services – 1.9% | |
UnitedHealth Group, Inc. | | | 127,445 | | | | 17,995,234 | |
| | | | | | | | |
| | | | | | | 17,995,234 | |
Insurance: Life – 3.5% | |
Aflac, Inc. | | | 476,230 | | | | 34,364,757 | |
| | | | | | | | |
| | | | | | | 34,364,757 | |
Insurance: Multi-Line – 1.0% | |
The Hartford Financial Services Group, Inc. | | | 219,800 | | | | 9,754,724 | |
| | | | | | | | |
| | | | | | | 9,754,724 | |
Insurance: Property - Casualty – 8.3% | |
FNF Group | | | 303,890 | | | | 11,395,875 | |
The Progressive Corp. | | | 1,499,080 | | | | 50,219,180 | |
XL Group PLC | | | 577,000 | | | | 19,219,870 | |
| | | | | | | | |
| | | | | | | 80,834,925 | |
Medical Equipment – 3.5% | |
Agilent Technologies, Inc. | | | 755,520 | | | | 33,514,867 | |
| | | | | | | | |
| | | | | | | 33,514,867 | |
Oil Well Equipment & Services – 1.1% | |
Schlumberger Ltd. | | | 133,330 | | | | 10,543,736 | |
| | | | | | | | |
| | | | | | | 10,543,736 | |
Oil: Crude Producers – 4.4% | |
EOG Resources, Inc. | | | 267,072 | | | | 22,279,146 | |
Noble Energy, Inc. | | | 581,310 | | | | 20,851,590 | |
| | | | | | | | |
| | | | | | | 43,130,736 | |
Oil: Integrated – 5.5% | |
Chevron Corp. | | | 407,120 | | | | 42,678,390 | |
Exxon Mobil Corp. | | | 118,880 | | | | 11,143,811 | |
| | | | | | | | |
| | | | | | | 53,822,201 | |
Pharmaceuticals – 7.5% | |
Allergan PLC(1) | | | 146,867 | | | | 33,939,495 | |
Bristol-Myers Squibb Co. | | | 226,570 | | | | 16,664,224 | |
Endo International PLC(1) | | | 458,700 | | | | 7,151,133 | |
Pfizer, Inc. | | | 413,300 | | | | 14,552,293 | |
| | | | | | | | |
| | | | | | | 72,307,145 | |
Radio & TV Broadcasters – 3.9% | |
Sirius XM Holdings, Inc.(1) | | | 9,477,840 | | | | 37,437,468 | |
| | | | | | | | |
| | | | | | | 37,437,468 | |
| | | | |
4 | | | | The accompanying notes are an integral part of these financial statements. |
RS LARGE CAP ALPHA VIP SERIES
| | | | | | | | |
June 30, 2016 (unaudited) | | Shares | | | Value | |
Railroads – 1.6% | |
Union Pacific Corp. | | | 173,770 | | | $ | 15,161,432 | |
| | | | | | | | |
| | | | | | | 15,161,432 | |
Utilities: Electrical – 1.7% | |
Edison International | | | 209,320 | | | | 16,257,884 | |
| | | | | | | | |
| | | | | | | 16,257,884 | |
Total Common Stocks (Cost $806,732,157) | | | | 913,534,115 | |
| | | | | | | | |
| | Principal Amount | | | Value | |
Repurchase Agreements – 5.8% | |
| | |
Fixed Income Clearing Corp. Repurchase Agreement, 0.03%, dated 6/30/2016, maturity value of $56,134,047, due 7/1/2016(2) | | $ | 56,134,000 | | | | 56,134,000 | |
Total Repurchase Agreements (Cost $56,134,000) | | | | 56,134,000 | |
Total Investments - 100.0% (Cost $862,866,157) | | | | 969,668,115 | |
Other Liabilities, Net - 0.0% | | | | (1,315 | ) |
Total Net Assets - 100.0% | | | $ | 969,666,800 | |
(1) | Non-income-producing security. |
(2) | The table below presents collateral for repurchase agreements. |
| | | | | | | | | | | | |
Security | | Coupon | | | Maturity Date | | | Value | |
U.S. Treasury Note | | | 2.50% | | | | 5/15/2024 | | | $ | 57,257,888 | |
The following is a summary of the inputs used as of June 30, 2016, in valuing the Fund’s investments. For more information on valuation inputs, please refer to Note 1a of the accompanying Notes to Financial Statements.
| | | | | | | | | | | | | | | | |
| | Valuation Inputs | | | | |
Investments in Securities (unaudited) | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Common Stocks | | $ | 913,534,115 | | | $ | — | | | $ | — | | | $ | 913,534,115 | |
Repurchase Agreements | | | — | | | | 56,134,000 | | | | — | | | | 56,134,000 | |
Total | | $ | 913,534,115 | | | $ | 56,134,000 | | | $ | — | | | $ | 969,668,115 | |
| | | | |
The accompanying notes are an integral part of these financial statements. | | | | 5 |
FINANCIAL INFORMATION — RS LARGE CAP ALPHA VIP SERIES
| | | | |
Statement of Assets and Liabilities As of June 30, 2016 (unaudited) | |
Assets | | | | |
Investments, at value | | $ | 969,668,115 | |
Cash | | | 17 | |
Foreign currency, at value | | | 22 | |
Dividends/interest receivable | | | 836,055 | |
Receivable for fund shares subscribed | | | 414 | |
Prepaid expenses | | | 2,054 | |
| | | | |
Total Assets | | | 970,506,677 | |
| | | | |
| |
Liabilities | | | | |
Payable to adviser | | | 397,339 | |
Payable for fund shares redeemed | | | 218,526 | |
Accrued trustees’ fees | | | 18,701 | |
Accrued expenses/other liabilities | | | 205,311 | |
| | | | |
Total Liabilities | | | 839,877 | |
| | | | |
Total Net Assets | | $ | 969,666,800 | |
| | | | |
| |
Net Assets Consist of: | | | | |
Paid-in capital | | $ | 854,035,884 | |
Accumulated undistributed net investment income | | | 6,215,657 | |
Accumulated net realized gain from investments | | | 2,613,303 | |
Net unrealized appreciation on investments and translation of assets and liabilities in foreign currencies | | | 106,801,956 | |
| | | | |
Total Net Assets | | $ | 969,666,800 | |
| | | | |
Investments, at Cost | | $ | 862,866,157 | |
| | | | |
Foreign Currency, at Cost | | $ | 24 | |
| | | | |
| |
Pricing of Shares | | | | |
Shares of Beneficial Interest Outstanding with No Par Value | | | 22,048,233 | |
Net Asset Value Per Share | | | $43.98 | |
| | | | |
| | | | |
Statement of Operations For the Six-Month Period Ended June 30, 2016 (unaudited) | |
| |
Investment Income | | | | |
Dividends | | $ | 8,803,182 | |
Interest | | | 13,963 | |
| | | | |
Total Investment Income | | | 8,817,145 | |
| | | | |
| |
Expenses | | | | |
Investment advisory fees | | | 2,403,970 | |
Professional fees | | | 69,114 | |
Administrative service fees | | | 44,677 | |
Trustees’ fees | | | 37,535 | |
Custodian fees | | | 30,469 | |
Shareholder reports | | | 27,371 | |
Other expenses | | | 41,534 | |
| | | | |
Total Expenses | | | 2,654,670 | |
| | | | |
Net Investment Income | | | 6,162,475 | |
| | | | |
| |
Realized Gain/(Loss) and Change in Unrealized Appreciation/Depreciation on Investments | | | | |
Net realized gain from investments | | | 2,630,970 | |
Net change in unrealized appreciation/depreciation on investments | | | (15,977,073 | ) |
Net change in unrealized appreciation/depreciation on translation of assets and liabilities in foreign currencies | | | 2 | |
| | | | |
Net Loss on Investments | | | (13,346,101 | ) |
| | | | |
Net Decrease in Net Assets Resulting from Operations | | $ | (7,183,626 | ) |
| | | | |
| | | | |
| | | | |
6 | | | | The accompanying notes are an integral part of these financial statements. |
FINANCIAL INFORMATION — RS LARGE CAP ALPHA VIP SERIES
| | | | | | | | |
Statements of Changes in Net Assets Six-Months-Ended Numbers are unaudited | |
| | |
| | For the Six Months Ended 6/30/16 | | | For the Year Ended 12/31/15 | |
| | | |
| | |
Operations | | | | | | | | |
Net investment income | | $ | 6,162,475 | | | $ | 12,979,122 | |
Net realized gain from investments | | | 2,630,970 | | | | 43,251,446 | |
Net change in unrealized appreciation/depreciation on investments and translation of assets and liabilities in foreign currencies | | | (15,977,071 | ) | | | (77,236,650 | ) |
| | | | | | | | |
Net Decrease in Net Assets Resulting from Operations | | | (7,183,626 | ) | | | (21,006,082 | ) |
| | | | | | | | |
| | |
Distributions to Shareholders | | | | | | | | |
Net investment income | | | — | | | | (13,681,855 | ) |
Net realized gain on investments | | | — | | | | (95,707,224 | ) |
| | | | | | | | |
Total Distributions | | | — | | | | (109,389,079 | ) |
| | | | | | | | |
| | |
Capital Share Transactions | | | | | | | | |
Proceeds from sales of shares | | | 8,781,754 | | | | 19,239,300 | |
Reinvestment of distributions | | | — | | | | 109,389,079 | |
Cost of shares redeemed | | | (47,752,073 | ) | | | (131,110,318 | ) |
| | | | | | | | |
Net Decrease in Net Assets Resulting from Capital Share Transactions | | | (38,970,319 | ) | | | (2,481,939 | ) |
| | | | | | | | |
Net Decrease in Net Assets | | | (46,153,945 | ) | | | (132,877,100 | ) |
| | | | | | | | |
| | |
Net Assets | | | | | | | | |
Beginning of period | | | 1,015,820,745 | | | | 1,148,697,845 | |
| | | | | | | | |
End of period | | $ | 969,666,800 | | | $ | 1,015,820,745 | |
| | | | | | | | |
Accumulated Undistributed Net Investment Income Included in Net Assets | | $ | 6,215,657 | | | $ | 53,182 | |
| | | | | | | | |
| | |
Other Information: | | | | | | | | |
Shares | | | | | | | | |
Sold | | | 211,154 | | | | 387,042 | |
Reinvested | | | — | | | | 2,485,550 | |
Redeemed | | | (1,112,538 | ) | | | (2,610,625 | ) |
| | | | | | | | |
Net Increase/(Decrease) | | | (901,384 | ) | | | 261,967 | |
| | | | | | | | |
| | | | | | | | |
| | | | |
The accompanying notes are an integral part of these financial statements. | | | | 7 |
FINANCIAL INFORMATION — RS LARGE CAP ALPHA VIP SERIES
The Financial Highlights table is intended to help you understand the Fund’s financial performance for the past six reporting periods. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all distributions).
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Financial Highlights Six-Months-Ended Numbers are unaudited | |
| | Net Asset Value, Beginning of Period | | | Net Investment Income | | | Net Realized and Unrealized Gain/(Loss) | | | Total Operations | | | Distributions From Net Investment Income | | | Distributions From Net Realized Capital Gains | | | Total Distributions | |
Six Months Ended 6/30/161 | | $ | 44.26 | | | $ | 0.27 | 2 | | $ | (0.55 | ) | | $ | (0.28 | ) | | $ | — | | | $ | — | | | $ | — | |
Year Ended 12/31/15 | | | 50.63 | | | | 0.60 | 2 | | | (1.64 | ) | | | (1.04 | ) | | | (0.67 | ) | | | (4.66 | ) | | | (5.33 | ) |
Year Ended 12/31/14 | | | 51.52 | | | | 0.73 | | | | 6.21 | | | | 6.94 | | | | (0.71 | ) | | | (7.12 | ) | | | (7.83 | ) |
Year Ended 12/31/13 | | | 39.00 | | | | 0.63 | | | | 14.40 | | | | 15.03 | | | | (0.63 | ) | | | (1.88 | ) | | | (2.51 | ) |
Year Ended 12/31/12 | | | 34.15 | | | | 0.79 | | | | 4.85 | | | | 5.64 | | | | (0.79 | ) | | | — | | | | (0.79 | ) |
Year Ended 12/31/11 | | | 38.03 | | | | 0.36 | | | | (3.88 | ) | | | (3.52 | ) | | | (0.36 | ) | | | — | | | | (0.36 | ) |
| | | | |
8 | | | | The accompanying notes are an integral part of these financial statements. |
FINANCIAL INFORMATION — RS LARGE CAP ALPHA VIP SERIES
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Net Asset Value, End of Period | | | Total Return3 | | | Net Assets, End of Period (000s) | | | Net Ratio of Expenses to Average Net Assets4 | | | Gross Ratio of Expenses to Average Net Assets | | | Net Ratio of Net Investment Income to Average Net Assets4 | | | Gross Ratio of Net Investment Income to Average Net Assets | | | Portfolio Turnover Rate | |
$ | 43.98 | | | | (0.63)% | | | $ | 969,667 | | | | 0.55% | | | | 0.55% | | | | 1.28% | | | | 1.28% | | | | 31% | |
| 44.26 | | | | (2.01)% | | | | 1,015,821 | | | | 0.55% | | | | 0.55% | | | | 1.20% | | | | 1.20% | | | | 47% | |
| 50.63 | | | | 13.58% | | | | 1,148,698 | | | | 0.55% | | | | 0.55% | | | | 1.27% | | | | 1.27% | | | | 56% | |
| 51.52 | | | | 38.71% | | | | 1,154,305 | | | | 0.54% | | | | 0.54% | | | | 1.24% | | | | 1.24% | | | | 48% | |
| 39.00 | | | | 16.52% | | | | 972,252 | | | | 0.55% | | | | 0.55% | | | | 2.02% | | | | 2.02% | | | | 63% | |
| 34.15 | | | | (9.22)% | | | | 875,104 | | | | 0.57% | | | | 0.57% | | | | 0.98% | | | | 0.98% | | | | 51% | |
Distributions reflect actual per-share amounts distributed for the period.
1 | Ratios for periods less than one year have been annualized, except for total return and portfolio turnover rate. |
2 | Calculated based on the average shares outstanding during the period. |
3 | Total returns do not reflect the effects of charges deducted pursuant to the terms of The Guardian Insurance & Annuity Company, Inc.‘s variable contracts. Inclusion of such charges would reduce the total returns for all periods shown. |
4 | Net Ratio of Expenses to Average Net Assets and Net Ratio of Net Investment Income to Average Net Assets include the effect of fee waivers and expense limitations and exclude the effect of custody credits, if applicable. |
| | | | |
The accompanying notes are an integral part of these financial statements. | | | | 9 |
NOTES TO FINANCIAL STATEMENTS — RS LARGE CAP ALPHA VIP SERIES (UNAUDITED)
June 30, 2016 (unaudited)
RS Variable Products Trust (the “Trust”), a Massachusetts business trust organized on May 18, 2006, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust currently offers eight series. RS Large Cap Alpha VIP Series (the “Fund”) is a series of the Trust. The Fund is a diversified fund. The financial statements for the other remaining series of the Trust are presented in separate reports.
The Fund has authorized an unlimited number of shares of beneficial interest with no par value. The Fund currently offers only Class I shares. Shares are bought and sold at closing net asset value (“NAV”). Class I shares of the Fund are only sold to certain separate accounts of The Guardian Insurance & Annuity Company, Inc. (“GIAC”) that fund certain variable annuity and variable life insurance contracts issued by GIAC. GIAC is a wholly owned subsidiary of The Guardian Life Insurance Company of America (“Guardian Life”).
Note 1. Significant Accounting Policies
The Fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 Financial Services — Investment Companies. The following policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.
a. Investment Valuations Marketable securities are valued at the last reported sale price on the principal exchange or market on which they are traded; or, if there were no sales that day, at the mean between the closing bid and ask prices . Securities traded on the NASDAQ Stock Market, LLC (“NASDAQ”) are generally valued at the NASDAQ official closing price, which may not be the last sale price. If the NASDAQ official closing price is not available for a security, that security is generally valued at the mean between the closing bid and ask prices. Repurchase agreements are carried at cost, which approximates market value (see Note 4d). Foreign securities are valued in the currencies of the markets in which they trade and then converted to U.S. dollars by the application of foreign exchange rates at the close of the New York Stock Exchange (“NYSE”).
Securities for which market quotations are not readily available or for which market quotations may be considered unreliable are valued at their fair values as determined in accordance with guidelines and procedures adopted by the Trust’s Board of Trustees.
Securities whose values have been materially affected by events occurring before the Fund’s valuation time but after the close of the securities’ principal exchange or market may be fair valued in accordance with guidelines and procedures adopted by the Board of Trustees. In addition, if there has been a movement in the U.S. markets that exceeds a specified threshold, the values of the Fund’s investments in foreign securities are generally determined by a pricing service using pricing models designed to estimate likely changes in the values of those securities.
In accordance with FASB Accounting Standards Codification Topic 820 (“ASC Topic 820”), fair value is defined as the price that the Fund would receive upon selling an investment in an “arm’s length” transaction to a willing buyer in the principal or most advantageous market for the investment. ASC Topic 820 established a hierarchy for classification of fair value measurements for disclosure purposes. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances. The hierarchy of inputs is summarized in the three broad levels listed below.
• | | Level 1 — unadjusted quoted prices in active markets for identical investments |
• | | Level 2 — inputs other than unadjusted quoted prices that are observable either directly or indirectly (including adjusted quoted prices for similar investments, interest rates, prepayment speeds, credit risks, etc.) |
• | | Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments) |
Inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics, and other factors. A security’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Trust. The Trust considers
NOTES TO FINANCIAL STATEMENTS — RS LARGE CAP ALPHA VIP SERIES (UNAUDITED)
observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, and provided by independent sources that are actively involved in the relevant market. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Changes in valuation techniques may result in transfers into or out of an investment’s assigned level within the hierarchy.
The FASB requires reporting entities to make disclosures about purchases, sales, issuances and settlements of Level 3 securities on a gross basis. For the six months ended June 30, 2016, the Fund had no securities classified as Level 3.
The Fund’s policy is to recognize transfers between Level 1, Level 2 and Level 3 at the end of the reporting period. For the six months ended June 30, 2016, there were no transfers between Level 1, Level 2 and Level 3.
In determining a security’s placement within the hierarchy, the Trust separates the Fund’s investment portfolio into two categories: investments and derivatives (e.g., futures).
Investments Investments whose values are based on quoted market prices in active markets, and are therefore classified within Level 1, include active listed equities.
Investments that trade in markets that are not considered to be active, but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within Level 2. These include certain U.S. government and sovereign obligations, most government agency securities, investment-grade corporate bonds, certain mortgage products, state, municipal and provincial obligations, and certain foreign equity securities, including securities whose prices may have been affected by events occurring after the close of trading on their principal exchange or market and, as a result, whose values are determined by a pricing service as described above, or securities whose values are otherwise determined using fair valuation methods approved by the Fund’s Board of Trustees.
Investments classified within Level 3 have significant unobservable inputs, as they trade infrequently or not at all. Level 3 investments include, among others, private placement securities. When observable prices are not available for these securities, the Trust uses one or more valuation techniques for which sufficient and reliable data is available. The inputs used by the Trust in estimating the value of Level 3 investments include, for example, the
original transaction price, recent transactions in the same or similar instruments, completed or pending third-party transactions in the underlying investment or comparable issuers, subsequent rounds of financing, recapitalizations, and other transactions across the capital structure. Level 3 investments may also be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the Trust in the absence of market information. Assumptions used by the Trust due to the lack of observable inputs may significantly impact the resulting fair value and therefore the Fund’s results of operations.
Derivatives Exchange-traded derivatives, such as futures contracts, exchange-traded option contracts and certain swaps, are typically classified within Level 1 or Level 2 of the fair value hierarchy depending on whether or not they are deemed to be actively traded. Certain non-exchange-traded derivatives, such as generic forwards, certain swaps and options, have inputs which can generally be corroborated by market data and are therefore classified within Level 2.
b. Taxes The Fund intends to continue complying with the requirements of the Internal Revenue Code to qualify as a regulated investment company and to distribute substantially all net investment income and realized net capital gains, if any, to shareholders. Therefore, the Fund does not expect to be subject to income tax, and no provision for such tax has been made.
From time to time, however, the Fund may choose to pay an excise tax if the cost of making the required distribution exceeds the amount of the excise tax.
As of June 30, 2016, the Trust has reviewed the tax positions for open periods, as applicable to the Fund, and has determined that no provision for income tax is required in the Fund’s financial statements. The Trust is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months. The Fund recognizes interest and penalties, if any, related to unrecognized tax positions as income tax expense in the Statement of Operations. For the six months ended June 30, 2016, the Fund did not incur any such interest or penalties. The Fund is not subject to examination by U.S. federal tax authorities for tax years before 2012 and by state authorities for tax years before 2011.
c. Securities Transactions Securities transactions are accounted for on the date securities are purchased or sold (trade date). Realized gains or losses on securities
NOTES TO FINANCIAL STATEMENTS — RS LARGE CAP ALPHA VIP SERIES (UNAUDITED)
transactions are determined on the basis of specific identification.
d. Foreign Currency Translation The accounting records of the Fund are maintained in U.S. dollars. Investment securities and all other assets and liabilities of the Fund denominated in a foreign currency are generally translated into U.S. dollars at the exchange rates quoted at the close of the NYSE on each business day. Purchases and sales of securities, income receipts, and expense payments are translated into U.S. dollars at the exchange rates in effect on the dates of the respective transactions. The Fund does not isolate the portion of the fluctuations on investments resulting from changes in foreign currency exchange rates from the fluctuations in market prices of investments held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.
e. Investment Income Dividend income is generally recorded on the ex-dividend date. Interest income, which includes amortization/accretion of premium/discount, is accrued and recorded daily.
f. Expenses Many expenses of the Trust can be directly attributed to a specific series of the Trust. Expenses that cannot be directly attributed to a specific series of the Trust are generally apportioned among all the series in the Trust, based on relative net assets.
g. Distributions to Shareholders The Fund intends to declare and distribute substantially all net investment income, if any, at least once a year. Distributions of net realized capital gains, if any, are declared and paid at least once a year. Unless the Fund is instructed otherwise, all distributions to shareholders are credited in the form of additional shares of the Fund at the net asset value, recorded on the ex-dividend date.
h. Capital Accounts Due to the timing of dividend distributions and the differences in accounting for income and realized gains/(losses) for financial statement purposes versus federal income tax purposes, the fiscal year in which amounts are distributed may differ from the year in which the income and realized gains/(losses) were recorded by the Fund.
Note 2. Transactions with Affiliates
a. Advisory Fee Under the terms of the advisory agreement, which is reviewed and approved annually by the Board of Trustees, the Fund pays an investment advisory fee to RS Investment Management Co. LLC (“RS Investments”). Guardian Investor Services LLC (“GIS”), a subsidiary of Guardian Life, holds a majority
interest in RS Investments. RS Investments receives an investment advisory fee based on the average daily net assets of the Fund at an annual rate of 0.50%.
b. Compensation of Trustees and Officers Trustees and officers of the Trust who are interested persons, as defined in the 1940 Act, of RS Investments receive no compensation from the Fund for acting as such. Trustees of the Trust who are not interested persons of RS Investments receive compensation and reimbursement of expenses from the Trust.
c. Principal Underwriter RS Funds Distributor LLC (“RSFD”), a wholly owned subsidiary of RS Investments, is the principal underwriter of the Fund shares. The Trust has entered into a distribution agreement with RSFD, which governs the sale and distribution of shares of the Fund. RSFD receives no compensation from the Trust or from purchasers of the Fund shares for acting as distributor of the Class I shares.
Note 3. Federal Income Taxes
a. Distributions to Shareholders The tax character of distributions paid to shareholders during the year ended December 31, 2015, which is the most recently completed tax year, was as follows:
| | | | |
Ordinary Income | | Long-Term Capital Gains | |
$18,403,184 | | $ | 90,985,895 | |
Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. These differences are primarily due to differing treatments of income and gains on various investment securities held by the Fund, timing differences, and differing characterizations of distributions made by the Fund.
Permanent book and tax basis differences will result in reclassifications to paid-in capital, undistributed net investment income and accumulated undistributed net realized gain/(loss) on investments and foreign currency transactions. Undistributed net investment income and accumulated undistributed net realized gain/(loss) on investments and foreign currency transactions may include temporary book and tax differences, which will reverse in a subsequent period.
NOTES TO FINANCIAL STATEMENTS — RS LARGE CAP ALPHA VIP SERIES (UNAUDITED)
As of December 31, 2015, the Fund made the following reclassifications of permanent book and tax basis differences:
| | | | |
Accumulated Undistributed Net Investment Income | | Accumulated Net Realized Loss | |
$473,181 | | $ | (473,181 | ) |
The tax basis of distributable earnings as of December 31, 2015, was as follows:
| | | | |
Undistributed Ordinary Income | | Undistributed Long-Term Capital Gains | |
$53,182 | | $ | 118,870 | |
During any particular year, net realized gains from investment transactions, in excess of available capital loss carryforwards, would be taxable to the Fund if not distributed and, therefore, are normally distributed to shareholders annually.
b. Tax Basis of Investments The cost of investments for federal income tax purposes at June 30, 2016, was $862,905,481. The gross unrealized appreciation and depreciation on investments, on a tax basis, at June 30, 2016, aggregated $141,133,298 and $(34,370,664), respectively, resulting in net unrealized appreciation of $106,762,634.
Note 4. Investments
a. Investment Purchases and Sales The cost of investments purchased and the proceeds from investments sold (excluding short-term investments) amounted to $294,438,915 and $276,547,259, respectively, for the six months ended June 30, 2016.
b. Foreign Securities Foreign securities investments involve special risks and considerations not typically associated with U.S. investments. These risks include, but are not limited to, currency risk; adverse political, regulatory, social, and economic developments; and less reliable information about issuers. Moreover, securities of some foreign companies may be less liquid and their prices more volatile than those of comparable U.S. companies.
c. Industry or Sector Concentration In its normal course of business, the Fund may invest a significant portion of its assets in companies within a limited number of industries or sectors. As a result, the Fund may be subject to a greater risk of loss than that of a fund invested in a wider spectrum of industries or sectors
because the stocks of many or all of the companies in the industry, group of industries, sector, or sectors may decline in value due to developments adversely affecting the industry, group of industries, sector, or sectors.
d. Repurchase Agreements The collateral for repurchase agreements is either cash or fully negotiable U.S. government securities (including U.S. government agency securities). Repurchase agreements are fully collateralized (including the interest accrued thereon) and such collateral is marked to market daily while the agreements remain in force. If the value of the collateral falls below the repurchase price plus accrued interest, the Fund will typically require the seller to deposit additional collateral by the next business day. If the request for additional collateral is not met, or the seller defaults, the Fund maintains the right to sell the collateral (although it may be prevented or delayed from doing so in certain circumstances) and may be required to claim any resulting loss against the seller.
Note 5. Temporary Borrowings
The Fund, with other funds managed by RS Investments, is party to a $350 million committed revolving credit facility from State Street Bank and Trust Company and Northern Trust Company, for temporary borrowing purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. Interest is calculated based on market rates at the time of borrowing. Under the term of the credit facility, in addition to the interest charged on any borrowings by the Fund, each fund pays a commitment fee of 0.11% per annum on its share of the unused portion of the credit facility.
For the six months ended June 30, 2016, the Fund did not borrow under the facility.
Note 6. Sales Transaction
On December 18, 2015, Victory Capital Management Inc. (“Victory Capital”) announced it had agreed to acquire RS Investments, subject to regulatory approvals in addition to customary closing conditions and consents, including approvals related to the Fund (the “Transaction”).
On January 19, 2016, the Board of Trustees of the Trust approved the reorganization of the Fund into a corresponding, newly-formed fund within the Victory family of funds (the “Acquiring Fund”) (the “Reorganization”), subject to shareholder approval of the Reorganization.
NOTES TO FINANCIAL STATEMENTS — RS LARGE CAP ALPHA VIP SERIES (UNAUDITED)
Shareholder approval of the Reorganization was obtained as described further in the supplemental information section of this report.
On July 29, 2016, the Transaction and the Reorganization were consummated.
Note 7. Review for Subsequent Events
Management has evaluated subsequent events through the issuance of the Fund’s financial statements and determined that no material events have occurred that require disclosure other than the Transaction and the Reorganization.
Note 8. Indemnifications
Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts with its vendors and others that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund. However, based on experience, the Fund expects the risk of loss to be remote.
SUPPLEMENTAL INFORMATION (UNAUDITED)
Meeting of Shareholders
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.
Proposal to Reorganize Series of the Trust into Corresponding Series of Victory Variable Insurance Funds
| | | | | | |
Series | | Votes For | | Votes Against/Withheld | | Abstentions |
RS Emerging Markets VIP Series | | 3,401,538.7903 | | 121,554.1641 | | 145,386.6036 |
RS High Yield VIP Series | | 5,793,195.7949 | | 122,405.5448 | | 178,960.0313 |
RS International VIP Series | | 11,622,369.8819 | | 574,442.1452 | | 541,818.2679 |
RS Investment Quality Bond VIP Series | | 54,956,162.2983 | | 1,564,144.8878 | | 2,175,970.0389 |
RS Large Cap Alpha VIP Series | | 20,943,611.9457 | | 633,142.5830 | | 1,076,570.0223 |
RS Low Duration Bond VIP Series | | 23,988,194.4220 | | 478,209.0407 | | 919,315.8373 |
RS S&P 500 Index VIP Series | | 7,275,687.8140 | | 235,345.5598 | | 322,672.9432 |
RS Small Cap Growth Equity VIP Series | | 6,570,019.8176 | | 219,096.5872 | | 381,825.6672 |
Portfolio Holdings and Proxy Voting Procedures
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the Securities and Exchange Commission’s website at http://www.sec.gov. The Fund’s Form N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330. This information is also available, without charge, upon request, by calling toll-free 800-221-3253.
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 will be available (i) without charge, upon request, by calling toll-free 800-221-3253; and (ii) on the Securities and Exchange Commission’s website at http://www.sec.gov.
The Statement of Additional Information includes additional information about the Trust’s Trustees and Officers and is available, without charge, upon request by calling toll-free 800-221-3253.
This report is transmitted to shareholders only. It is not authorized for use as an offer of sale or a solicitation of an offer to buy shares of a Fund unless accompanied or preceded by that Fund’s current prospectus. Past performance results shown in this report should not be considered a representation of future performance. Investment returns and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Statements and other information herein are as dated and are subject to change.
RS VARIABLE
PRODUCTS TRUST
RS SMALL CAP GROWTH EQUITY VIP SERIES
| | |
NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE | | |
TABLE OF CONTENTS
UNDERSTANDING YOUR FUND’S EXPENSES (UNAUDITED)
By investing in the Fund, you incur two types of costs: (1) transaction costs, including, as applicable, sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including, as applicable, investment advisory fees and other Fund expenses. The example below is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2016, to June 30, 2016. The table below shows the Fund’s expenses in two ways:
Expenses based on actual return
This section of the table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Expenses based on hypothetical 5% return for comparison purposes
This section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund with the cost of investing in other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore the second section is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If these transactional costs were included, your costs would have been higher. Charges and expenses at the insurance company separate account level are not reflected in the table.
| | | | | | | | | | | | | | |
| | Beginning Account Value 1/1/16 | | Ending Account Value 6/30/16 | | | Expenses Paid During Period* 1/1/16-6/30/16 | | | Expense Ratio During Period 1/1/16-6/30/16 | |
Based on Actual Return | | $1,000.00 | | | $890.50 | | | | $4.28 | | | | 0.91% | |
Based on Hypothetical Return (5% Return Before Expenses) | | $1,000.00 | | | $1,020.34 | | | | $4.57 | | | | 0.91% | |
* | Expenses are equal to the Fund’s annualized expense ratio as indicated, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). |
SCHEDULE OF INVESTMENTS — RS SMALL CAP GROWTH EQUITY VIP SERIES
| | | | | | | | |
June 30, 2016 (unaudited) | | Shares | | | Value | |
Common Stocks – 98.7% | | | | | | | | |
Aerospace – 1.5% | | | | | | | | |
HEICO Corp., Class A | | | 25,404 | | | $ | 1,362,924 | |
| | | | | | | | |
| | | | | | | 1,362,924 | |
Air Transport – 1.2% | | | | | | | | |
Spirit Airlines, Inc.(1) | | | 24,607 | | | | 1,104,116 | |
| | | | | | | | |
| | | | | | | 1,104,116 | |
Back Office Support, HR and Consulting – 3.1% | |
Ritchie Bros. Auctioneers, Inc. | | | 56,000 | | | | 1,891,680 | |
WNS Holdings Ltd., ADR(1) | | | 31,586 | | | | 852,822 | |
| | | | | | | | |
| | | | | | | 2,744,502 | |
Banks: Diversified – 1.5% | | | | | | | | |
PrivateBancorp, Inc. | | | 11,991 | | | | 527,964 | |
Western Alliance Bancorp(1) | | | 25,741 | | | | 840,443 | |
| | | | | | | | |
| | | | | | | 1,368,407 | |
Biotechnology – 10.1% | | | | | | | | |
Aimmune Therapeutics, Inc.(1) | | | 16,161 | | | | 174,862 | |
Amicus Therapeutics, Inc.(1) | | | 104,399 | | | | 570,019 | |
Bluebird Bio, Inc.(1) | | | 14,982 | | | | 648,571 | |
Blueprint Medicines Corp.(1) | | | 23,666 | | | | 479,237 | |
Celyad S.A., ADR(1) | | | 9,931 | | | | 248,076 | |
Five Prime Therapeutics, Inc.(1) | | | 17,127 | | | | 708,202 | |
Ignyta, Inc.(1) | | | 62,367 | | | | 338,029 | |
Immune Design Corp.(1) | | | 37,424 | | | | 305,380 | |
Kite Pharma, Inc.(1) | | | 12,513 | | | | 625,650 | |
Ligand Pharmaceuticals, Inc.(1) | | | 13,168 | | | | 1,570,547 | |
Lion Biotechnologies, Inc.(1) | | | 66,654 | | | | 539,897 | |
Loxo Oncology, Inc.(1) | | | 44,716 | | | | 1,036,517 | |
REGENXBIO, Inc.(1) | | | 17,160 | | | | 137,280 | |
Sage Therapeutics, Inc.(1) | | | 18,116 | | | | 545,835 | |
Spark Therapeutics, Inc.(1) | | | 13,285 | | | | 679,262 | |
Ultragenyx Pharmaceutical, Inc.(1) | | | 490 | | | | 23,966 | |
Vital Therapies, Inc.(1) | | | 66,717 | | | | 413,645 | |
| | | | | | | | |
| | | | | | | 9,044,975 | |
Building Materials – 0.9% | | | | | | | | |
Headwaters, Inc.(1) | | | 45,208 | | | | 811,031 | |
| | | | | | | | |
| | | | | | | 811,031 | |
Building: Roofing, Wallboard & Plumbing – 0.8% | |
Beacon Roofing Supply, Inc.(1) | | | 16,110 | | | | 732,522 | |
| | | | | | | | |
| | | | | | | 732,522 | |
Casinos & Gambling – 0.8% | | | | | | | | |
Penn National Gaming, Inc.(1) | | | 52,926 | | | | 738,318 | |
| | | | | | | | |
| | | | | | | 738,318 | |
Chemicals: Diversified – 2.5% | | | | | | | | |
Chemtura Corp.(1) | | | 41,968 | | | | 1,107,116 | |
Ingevity Corp.(1) | | | 34,172 | | | | 1,163,215 | |
| | | | | | | | |
| | | | | | | 2,270,331 | |
| | | | | | | | |
June 30, 2016 (unaudited) | | Shares | | | Value | |
Communications Technology – 3.4% | |
Lumentum Holdings, Inc.(1) | | | 41,463 | | | $ | 1,003,405 | |
RingCentral, Inc., Class A(1) | | | 103,288 | | | | 2,036,839 | |
| | | | | | | | |
| | | | | | | 3,040,244 | |
Computer Services, Software & Systems – 15.0% | |
Benefitfocus, Inc.(1) | | | 36,290 | | | | 1,383,375 | |
Black Knight Financial Services, Inc., Class A(1) | | | 37,293 | | | | 1,402,217 | |
Cornerstone OnDemand, Inc.(1) | | | 10,350 | | | | 393,921 | |
Ellie Mae, Inc.(1) | | | 6,335 | | | | 580,603 | |
InterXion Holding N.V.(1) | | | 35,310 | | | | 1,302,233 | |
LogMeIn, Inc.(1) | | | 49,650 | | | | 3,149,299 | |
Proofpoint, Inc.(1) | | | 43,890 | | | | 2,769,020 | |
The Ultimate Software Group, Inc.(1) | | | 11,785 | | | | 2,478,267 | |
| | | | | | | | |
| | | | | | | 13,458,935 | |
Consumer Lending – 0.8% | | | | | | | | |
LendingTree, Inc.(1) | | | 7,784 | | | | 687,561 | |
| | | | | | | | |
| | | | | | | 687,561 | |
Diversified Materials & Processing – 1.3% | |
Hexcel Corp. | | | 27,873 | | | | 1,160,632 | |
| | | | | | | | |
| | | | | | | 1,160,632 | |
Diversified Retail – 1.3% | | | | | | | | |
Ollie’s Bargain Outlet Holdings, Inc.(1) | | | 46,018 | | | | 1,145,388 | |
| | | | | | | | |
| | | | | | | 1,145,388 | |
Drug & Grocery Store Chains – 0.9% | |
Casey’s General Stores, Inc. | | | 6,113 | | | | 803,921 | |
| | | | | | | | |
| | | | | | | 803,921 | |
Education Services – 1.1% | | | | | | | | |
Grand Canyon Education, Inc.(1) | | | 24,729 | | | | 987,182 | |
| | | | | | | | |
| | | | | | | 987,182 | |
Electronic Entertainment – 1.8% | |
Take-Two Interactive Software, Inc.(1) | | | 43,512 | | | | 1,649,975 | |
| | | | | | | | |
| | | | | | | 1,649,975 | |
Entertainment – 1.3% | | | | | | | | |
IMAX Corp.(1) | | | 38,489 | | | | 1,134,656 | |
| | | | | | | | |
| | | | | | | 1,134,656 | |
Financial Data & Systems – 3.1% | |
Euronet Worldwide, Inc.(1) | | | 26,253 | | | | 1,816,445 | |
Fair Isaac Corp. | | | 820 | | | | 92,668 | |
WEX, Inc.(1) | | | 9,720 | | | | 861,873 | |
| | | | | | | | |
| | | | | | | 2,770,986 | |
Foods – 3.5% | | | | | | | | |
Pinnacle Foods, Inc. | | | 54,906 | | | | 2,541,599 | |
Snyder’s-Lance, Inc. | | | 17,508 | | | | 593,346 | |
| | | | | | | | |
| | | | | | | 3,134,945 | |
Glass – 1.1% | | | | | | | | |
Apogee Enterprises, Inc. | | | 22,051 | | | | 1,022,064 | |
| | | | | | | | |
| | | | | | | 1,022,064 | |
| | | | |
4 | | | | The accompanying notes are an integral part of these financial statements. |
RS SMALL CAP GROWTH EQUITY VIP SERIES
| | | | | | | | |
June 30, 2016 (unaudited) | | Shares | | | Value | |
Health Care Management Services – 1.2% | |
WellCare Health Plans, Inc.(1) | | | 10,216 | | | $ | 1,095,972 | |
| | | | | | | | |
| | | | | | | 1,095,972 | |
Health Care Services – 4.7% | | | | | | | | |
Acadia Healthcare Co., Inc.(1) | | | 20,539 | | | | 1,137,861 | |
Amedisys, Inc.(1) | | | 25,539 | | | | 1,289,209 | |
HMS Holdings Corp.(1) | | | 57,420 | | | | 1,011,166 | |
WebMD Health Corp.(1) | | | 13,657 | | | | 793,608 | |
| | | | | | | | |
| | | | | | | 4,231,844 | |
Household Equipment & Products – 0.4% | |
Helen of Troy Ltd.(1) | | | 3,570 | | | | 367,139 | |
| | | | | | | | |
| | | | | | | 367,139 | |
Insurance: Life – 0.5% | | | | | | | | |
Primerica, Inc. | | | 7,940 | | | | 454,486 | |
| | | | | | | | |
| | | | | | | 454,486 | |
Insurance: Property – Casualty – 0.8% | |
AmTrust Financial Services, Inc. | | | 30,635 | | | | 750,557 | |
| | | | | | | | |
| | | | | | | 750,557 | |
Machinery: Industrial – 1.8% | | | | | | | | |
John Bean Technologies Corp. | | | 17,902 | | | | 1,095,961 | |
Manitowoc Foodservice, Inc.(1) | | | 28,120 | | | | 495,474 | |
| | | | | | | | |
| | | | | | | 1,591,435 | |
Medical & Dental Instruments & Supplies – 4.0% | |
AtriCure, Inc.(1) | | | 64,900 | | | | 917,037 | |
Integra LifeSciences Holdings Corp.(1) | | | 12,640 | | | | 1,008,419 | |
West Pharmaceutical Services, Inc. | | | 21,642 | | | | 1,642,195 | |
| | | | | | | | |
| | | | | | | 3,567,651 | |
Medical Equipment – 2.7% | | | | | | | | |
NxStage Medical, Inc.(1) | | | 68,160 | | | | 1,477,709 | |
Zeltiq Aesthetics, Inc.(1) | | | 33,707 | | | | 921,212 | |
| | | | | | | | |
| | | | | | | 2,398,921 | |
Metal Fabricating – 0.6% | | | | | | | | |
Rexnord Corp.(1) | | | 26,020 | | | | 510,773 | |
| | | | | | | | |
| | | | | | | 510,773 | |
Metals & Minerals: Diversified – 0.4% | |
U.S. Silica Holdings, Inc. | | | 10,224 | | | | 352,421 | |
| | | | | | | | |
| | | | | | | 352,421 | |
Miscellaneous Consumer Staples – 0.8% | |
Energizer Holdings, Inc. | | | 13,640 | | | | 702,323 | |
| | | | | | | | |
| | | | | | | 702,323 | |
Oil: Crude Producers – 1.0% | | | | | | | | |
Carrizo Oil & Gas, Inc.(1) | | | 9,140 | | | | 327,669 | |
Diamondback Energy, Inc.(1) | | | 6,105 | | | | 556,837 | |
| | | | | | | | |
| | | | | | | 884,506 | |
Pharmaceuticals – 0.1% | | | | | | | | |
Cambrex Corp.(1) | | | 1,690 | | | | 87,424 | |
| | | | | | | | |
| | | | | | | 87,424 | |
Power Transmission Equipment – 0.7% | |
BWX Technologies, Inc. | | | 17,630 | | | | 630,625 | |
| | | | | | | | |
| | | | | | | 630,625 | |
| | | | | | | | |
June 30, 2016 (unaudited) | | Shares | | | Value | |
Real Estate Investment Trusts – 1.1% | |
Sovran Self Storage, Inc. | | | 9,149 | | | $ | 959,913 | |
| | | | | | | | |
| | | | | | | 959,913 | |
Recreational Vehicles & Boats – 0.1% | |
Drew Industries, Inc. | | | 1,320 | | | | 111,989 | |
| | | | | | | | |
| | | | | | | 111,989 | |
Restaurants – 3.0% | | | | | | | | |
Popeyes Louisiana Kitchen, Inc.(1) | | | 20,371 | | | | 1,113,071 | |
Sonic Corp. | | | 29,429 | | | | 796,055 | |
Wingstop, Inc.(1) | | | 28,683 | | | | 781,612 | |
| | | | | | | | |
| | | | | | | 2,690,738 | |
Scientific Instruments: Electrical – 1.4% | |
Littelfuse, Inc. | | | 10,279 | | | | 1,214,875 | |
| | | | | | | | |
| | | | | | | 1,214,875 | |
Securities Brokerage & Services – 0.6% | |
MarketAxess Holdings, Inc. | | | 3,629 | | | | 527,656 | |
| | | | | | | | |
| | | | | | | 527,656 | |
Semiconductors & Components – 5.8% | |
Cavium, Inc.(1) | | | 13,227 | | | | 510,562 | |
Monolithic Power Systems, Inc. | | | 36,817 | | | | 2,515,337 | |
Tower Semiconductor Ltd.(1) | | | 173,854 | | | | 2,159,267 | |
| | | | | | | | |
| | | | | | | 5,185,166 | |
Shipping – 1.0% | | | | | | | | |
Kirby Corp.(1) | | | 13,539 | | | | 844,698 | |
| | | | | | | | |
| | | | | | | 844,698 | |
Specialty Retail – 4.5% | | | | | | | | |
Burlington Stores, Inc.(1) | | | 25,418 | | | | 1,695,635 | |
Five Below, Inc.(1) | | | 30,934 | | | | 1,435,647 | |
Lithia Motors, Inc., Class A | | | 13,143 | | | | 934,073 | |
| | | | | | | | |
| | | | | | | 4,065,355 | |
Textile Products – 0.8% | | | | | | | | |
Interface, Inc. | | | 46,542 | | | | 709,765 | |
| | | | | | | | |
| | | | | | | 709,765 | |
Textiles, Apparel & Shoes – 3.0% | |
Carter’s, Inc. | | | 8,105 | | | | 862,939 | |
G-III Apparel Group Ltd.(1) | | | 18,662 | | | | 853,227 | |
Steven Madden Ltd.(1) | | | 27,839 | | | | 951,537 | |
| | | | | | | | |
| | | | | | | 2,667,703 | |
Truckers – 0.7% | | | | | | | | |
Knight Transportation, Inc. | | | 22,797 | | | | 605,944 | |
| | | | | | | | |
| | | | | | | 605,944 | |
Total Common Stocks (Cost $80,846,254) | | | | 88,383,494 | |
| | | | |
The accompanying notes are an integral part of these financial statements. | | | | 5 |
SCHEDULE OF INVESTMENTS — RS SMALL CAP GROWTH EQUITY VIP SERIES
| | | | | | | | |
June 30, 2016 (unaudited) | | Principal Amount | | | Value | |
Repurchase Agreements – 1.5% | | | | | | | | |
| | |
Fixed Income Clearing Corp. Repurchase Agreement, 0.03%, dated 6/30/2016, maturity value of $1,315,001, due 7/1/2016(2) | | $ | 1,315,000 | | | $ | 1,315,000 | |
Total Repurchase Agreements (Cost $1,315,000) | | | | 1,315,000 | |
Total Investments - 100.2% (Cost $82,161,254) | | | | 89,698,494 | |
Other Liabilities, Net - (0.2)% | | | | (178,345 | ) |
Total Net Assets - 100.0% | | | $ | 89,520,149 | |
(1) | Non-income-producing security. |
(2) | The table below presents collateral for repurchase agreements. |
| | | | | | | | | | | | |
Security | | Coupon | | | Maturity Date | | | Value | |
U.S. Treasury Note | | | 2.50% | | | | 5/15/2024 | | | $ | 1,342,238 | |
Legend:
ADR — American Depositary Receipt.
The following is a summary of the inputs used as of June 30, 2016, in valuing the Fund’s investments. For more information on valuation inputs, please refer to Note 1a of the accompanying Notes to Financial Statements.
| | | | | | | | | | | | | | | | |
| | Valuation Inputs | | | | |
Investments in Securities (unaudited) | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Common Stocks | | $ | 88,383,494 | | | $ | — | | | $ | — | | | $ | 88,383,494 | |
Repurchase Agreements | | | — | | | | 1,315,000 | | | | — | | | | 1,315,000 | |
Total | | $ | 88,383,494 | | | $ | 1,315,000 | | | $ | — | | | $ | 89,698,494 | |
| | | | |
6 | | | | The accompanying notes are an integral part of these financial statements. |
FINANCIAL INFORMATION — RS SMALL CAP GROWTH EQUITY VIP SERIES
| | | | |
Statement of Assets and Liabilities As of June 30, 2016 (unaudited) | | | |
Assets | | | | |
Investments, at value | | $ | 89,698,494 | |
Cash | | | 599 | |
Receivable for investments sold | | | 2,650,820 | |
Dividends/interest receivable | | | 28,214 | |
Receivable for fund shares subscribed | | | 6,311 | |
Prepaid expenses | | | 220 | |
| | | | |
Total Assets | | | 92,384,658 | |
| | | | |
| |
Liabilities | | | | |
Payable for investments purchased | | | 2,761,354 | |
Payable to adviser | | | 55,837 | |
Payable for fund shares redeemed | | | 6,287 | |
Accrued trustees’ fees | | | 1,857 | |
Accrued expenses/other liabilities | | | 39,174 | |
| | | | |
Total Liabilities | | | 2,864,509 | |
| | | | |
Total Net Assets | | $ | 89,520,149 | |
| | | | |
| |
Net Assets Consist of: | | | | |
Paid-in capital | | $ | 88,593,664 | |
Accumulated net investment loss | | | (223,114 | ) |
Accumulated net realized loss from investments | | | (6,387,641 | ) |
Net unrealized appreciation on investments | | | 7,537,240 | |
| | | | |
Total Net Assets | | $ | 89,520,149 | |
| | | | |
Investments, at Cost | | $ | 82,161,254 | |
| | | | |
| |
Pricing of Shares | | | | |
Shares of Beneficial Interest Outstanding with No Par Value | | | 6,882,289 | |
Net Asset Value Per Share | | | $13.01 | |
| | | | |
| | | | |
Statement of Operations For the Six-Month Period Ended June 30, 2016 (unaudited) | |
Investment Income | | | | |
Dividends | | $ | 190,686 | |
Interest | | | 218 | |
Withholding taxes on foreign dividends | | | (3,973 | ) |
| | | | |
Total Investment Income | | | 186,931 | |
| | | | |
| |
Expenses | | | | |
Investment advisory fees | | | 339,049 | |
Custodian fees | | | 27,364 | |
Professional fees | | | 14,510 | |
Transfer agent fees | | | 10,402 | |
Shareholder reports | | | 6,232 | |
Administrative service fees | | | 4,445 | |
Trustees’ fees | | | 3,713 | |
Other expenses | | | 4,330 | |
| | | | |
Total Expenses | | | 410,045 | |
| | | | |
Net Investment Loss | | | (223,114 | ) |
| | | | |
| |
Realized Gain/(Loss) and Change in Unrealized Appreciation/Depreciation on Investments | | | | |
Net realized loss from investments | | | (5,248,641 | ) |
Net change in unrealized appreciation/depreciation on investments | | | (6,282,683 | ) |
| | | | |
Net Loss on Investments | | | (11,531,324 | ) |
| | | | |
Net Decrease in Net Assets Resulting from Operations | | $ | (11,754,438 | ) |
| | | | |
| | | | |
| | | | |
The accompanying notes are an integral part of these financial statements. | | | | 7 |
FINANCIAL INFORMATION — RS SMALL CAP GROWTH EQUITY VIP SERIES
| | | | | | | | |
Statements of Changes in Net Assets Six-Months-Ended Numbers are unaudited | | | | | | |
| | |
| | For the Six Months Ended 6/30/16 | | | For the Year Ended 12/31/15 | |
| | | |
Operations | | | | | | | | |
Net investment loss | | $ | (223,114 | ) | | $ | (644,683 | ) |
Net realized gain/(loss) from investments | | | (5,248,641 | ) | | | 14,669,124 | |
Net change in unrealized appreciation/depreciation on investments | | | (6,282,683 | ) | | | (12,669,969 | ) |
| | | | | | | | |
Net Increase/(Decrease) in Net Assets Resulting from Operations | | | (11,754,438 | ) | | | 1,354,472 | |
| | | | | | | | |
| | |
Distributions to Shareholders | | | | | | | | |
Net realized gain on investments | | | — | | | | (18,368,178 | ) |
| | | | | | | | |
Total Distributions | | | — | | | | (18,368,178 | ) |
| | | | | | | | |
| | |
Capital Share Transactions | | | | | | | | |
Proceeds from sales of shares | | | 2,700,518 | | | | 7,140,279 | |
Reinvestment of distributions | | | — | | | | 18,368,178 | |
Cost of shares redeemed | | | (8,388,243 | ) | | | (19,676,294 | ) |
| | | | | | | | |
Net Increase/(Decrease) in Net Assets Resulting from Capital Share Transactions | | | (5,687,725 | ) | | | 5,832,163 | |
| | | | | | | | |
Net Decrease in Net Assets | | | (17,442,163 | ) | | | (11,181,543 | ) |
| | | | | | | | |
| | |
Net Assets | | | | | | | | |
Beginning of period | | | 106,962,312 | | | | 118,143,855 | |
| | | | | | | | |
End of period | | $ | 89,520,149 | | | $ | 106,962,312 | |
| | | | | | | | |
Accumulated Net Investment Loss Included in Net Assets | | $ | (223,114 | ) | | $ | — | |
| | | | | | | | |
| | |
Other Information: | | | | | | | | |
Shares | | | | | | | | |
Sold | | | 217,906 | | | | 384,270 | |
Reinvested | | | — | | | | 1,242,773 | |
Redeemed | | | (656,894 | ) | | | (1,066,518 | ) |
| | | | | | | | |
Net Increase/(Decrease) | | | (438,988 | ) | | | 560,525 | |
| | | | | | | | |
| | | | | | | | |
| | | | |
8 | | | | The accompanying notes are an integral part of these financial statements. |
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FINANCIAL INFORMATION — RS SMALL CAP GROWTH EQUITY VIP SERIES
The Financial Highlights table is intended to help you understand the Fund’s financial performance for the past six reporting periods. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all distributions).
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Financial Highlights Six-Months-Ended Numbers are unaudited | |
| | Net Asset Value, Beginning of Period | | | Net Investment Loss | | | Net Realized and Unrealized Gain/(Loss) | | | Total Operations | | | Distributions From Net Investment Income | | | Distributions From Net Realized Capital Gains | | | Total Distributions | |
Six Months Ended 6/30/161 | | $ | 14.61 | | | $ | (0.03 | )2 | | $ | (1.57 | ) | | $ | (1.60 | ) | | $ | — | | | $ | — | | | $ | — | |
Year Ended 12/31/15 | | | 17.47 | | | | (0.10 | )2 | | | 0.24 | | | | 0.14 | | | | — | | | | (3.00 | ) | | | (3.00 | ) |
Year Ended 12/31/14 | | | 18.87 | | | | (0.10 | ) | | | 1.98 | | | | 1.88 | | | | — | | | | (3.28 | ) | | | (3.28 | ) |
Year Ended 12/31/13 | | | 14.83 | | | | (0.10 | ) | | | 7.39 | | | | 7.29 | | | | — | | | | (3.25 | ) | | | (3.25 | ) |
Year Ended 12/31/12 | | | 12.84 | | | | (0.07 | ) | | | 2.06 | | | | 1.99 | | | | — | | | | — | | | | — | |
Year Ended 12/31/11 | | | 13.14 | | | | (0.09 | ) | | | (0.21 | ) | | | (0.30 | ) | | | — | | | | — | | | | — | |
| | | | |
10 | | | | The accompanying notes are an integral part of these financial statements. |
FINANCIAL INFORMATION — RS SMALL CAP GROWTH EQUITY VIP SERIES
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Net Asset Value, End of Period | | | Total Return3 | | | Net Assets, End of Period (000s) | | | Net Ratio of Expenses to Average Net Assets4 | | | Gross Ratio of Expenses to Average Net Assets | | | Net Ratio of Net Investment Loss to Average Net Assets4 | | | Gross Ratio of Net Investment Loss to Average Net Assets | | | Portfolio Turnover Rate | |
$ | 13.01 | | | | (10.95)% | | | $ | 89,520 | | | | 0.91% | | | | 0.91% | | | | (0.49)% | | | | (0.49)% | | | | 52% | |
| 14.61 | | | | 0.62% | | | | 106,962 | | | | 0.88% | | | | 0.88% | | | | (0.54)% | | | | (0.54)% | | | | 88% | |
| 17.47 | | | | 10.13% | | | | 118,144 | | | | 0.86% | | | | 0.86% | | | | (0.60)% | | | | (0.60)% | | | | 95% | |
| 18.87 | | | | 50.13% | | | | 120,565 | | | | 0.85% | | | | 0.85% | | | | (0.59)% | | | | (0.59)% | | | | 101% | |
| 14.83 | | | | 15.50% | | | | 88,116 | | | | 0.88% | | | | 0.88% | | | | (0.46)% | | | | (0.46)% | | | | 98% | |
| 12.84 | | | | (2.28)% | | | | 85,224 | | | | 0.86% | | | | 0.86% | | | | (0.63)% | | | | (0.63)% | | | | 97% | |
Distributions reflect actual per-share amounts distributed for the period.
1 | Ratios for periods less than one year have been annualized, except for total return and portfolio turnover rate. |
2 | Calculated based on the average shares outstanding during the period. |
3 | Total returns do not reflect the effects of charges deducted pursuant to the terms of The Guardian Insurance & Annuity Company, Inc.‘s variable contracts. Inclusion of such charges would reduce the total returns for all periods shown. |
4 | Net Ratio of Expenses to Average Net Assets and Net Ratio of Net Investment Loss to Average Net Assets include the effect of fee waivers and expense limitations and exclude the effect of custody credits, if applicable. |
| | | | |
The accompanying notes are an integral part of these financial statements. | | | | 11 |
NOTES TO FINANCIAL STATEMENTS — RS SMALL CAP GROWTH EQUITY VIP SERIES (UNAUDITED)
June 30, 2016 (unaudited)
RS Variable Products Trust (the “Trust”), a Massachusetts business trust organized on May 18, 2006, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust currently offers eight series. RS Small Cap Growth Equity VIP Series (the “Fund”) is a series of the Trust. The Fund is a diversified fund. The financial statements for the other remaining series of the Trust are presented in separate reports.
The Fund has authorized an unlimited number of shares of beneficial interest with no par value. The Fund currently offers only Class I shares. Shares are bought and sold at closing net asset value (“NAV”). Class I shares of the Fund are only sold to certain separate accounts of The Guardian Insurance & Annuity Company, Inc. (“GIAC”) that fund certain variable annuity and variable life insurance contracts issued by GIAC. GIAC is a wholly owned subsidiary of The Guardian Life Insurance Company of America (“Guardian Life”).
Note 1. Significant Accounting Policies
The Fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 Financial Services — Investment Companies. The following policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.
a. Investment Valuations Marketable securities are valued at the last reported sale price on the principal exchange or market on which they are traded; or, if there were no sales that day, at the mean between the closing bid and ask prices. Securities traded on the NASDAQ Stock Market, LLC (“NASDAQ”) are generally valued at the NASDAQ official closing price, which may not be the last sale price. If the NASDAQ official closing price is not available for a security, that security is generally valued at the mean between the closing bid and ask prices. Repurchase agreements are carried at cost, which approximates market value (see Note 4d). Foreign securities are valued in the currencies of the markets in which they trade and then converted to U.S. dollars by the application of foreign exchange rates at the close of the New York Stock Exchange (“NYSE”).
Securities for which market quotations are not readily available or for which market quotations may be considered unreliable are valued at their fair values as determined in accordance with guidelines and procedures adopted by the Trust’s Board of Trustees.
Securities whose values have been materially affected by events occurring before the Fund’s valuation time but after the close of the securities’ principal exchange or market may be fair valued in accordance with guidelines and procedures adopted by the Board of Trustees. In addition, if there has been a movement in the U.S. markets that exceeds a specified threshold, the values of the Fund’s investments in foreign securities are generally determined by a pricing service using pricing models designed to estimate likely changes in the values of those securities.
In accordance with FASB Accounting Standards Codification Topic 820 (“ASC Topic 820”), fair value is defined as the price that the Fund would receive upon selling an investment in an “arm’s length” transaction to a willing buyer in the principal or most advantageous market for the investment. ASC Topic 820 established a hierarchy for classification of fair value measurements for disclosure purposes. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances. The hierarchy of inputs is summarized in the three broad levels listed below.
• | | Level 1 — unadjusted quoted prices in active markets for identical investments |
• | | Level 2 — inputs other than unadjusted quoted prices that are observable either directly or indirectly (including adjusted quoted prices for similar investments, interest rates, prepayment speeds, credit risks, etc.) |
• | | Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments) |
Inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics, and other factors. A security’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Trust. The Trust considers
NOTES TO FINANCIAL STATEMENTS — RS SMALL CAP GROWTH EQUITY VIP SERIES (UNAUDITED)
observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, and provided by independent sources that are actively involved in the relevant market.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Changes in valuation techniques may result in transfers into or out of an investment’s assigned level within the hierarchy.
The FASB requires reporting entities to make disclosures about purchases, sales, issuances and settlements of Level 3 securities on a gross basis. For the six months ended June 30, 2016, the Fund had no securities classified as Level 3.
The Fund’s policy is to recognize transfers between Level 1, Level 2 and Level 3 at the end of the reporting period. For the six months ended June 30, 2016, there were no transfers between Level 1, Level 2 and Level 3.
In determining a security’s placement within the hierarchy, the Trust separates the Fund’s investment portfolio into two categories: investments and derivatives (e.g., futures).
Investments Investments whose values are based on quoted market prices in active markets, and are therefore classified within Level 1, include active listed equities.
Investments that trade in markets that are not considered to be active, but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within Level 2. These include certain U.S. government and sovereign obligations, most government agency securities, investment-grade corporate bonds, certain mortgage products, state, municipal and provincial obligations, and certain foreign equity securities, including securities whose prices may have been affected by events occurring after the close of trading on their principal exchange or market and, as a result, whose values are determined by a pricing service as described above, or securities whose values are otherwise determined using fair valuation methods approved by the Fund’s Board of Trustees.
Investments classified within Level 3 have significant unobservable inputs, as they trade infrequently or not at all. Level 3 investments include, among others, private placement securities. When observable prices are not available for these securities, the Trust uses one or more valuation techniques for which sufficient and reliable data is available. The inputs used by the Trust in estimating
the value of Level 3 investments include, for example, the original transaction price, recent transactions in the same or similar instruments, completed or pending third-party transactions in the underlying investment or comparable issuers, subsequent rounds of financing, recapitalizations, and other transactions across the capital structure. Level 3 investments may also be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the Trust in the absence of market information. Assumptions used by the Trust due to the lack of observable inputs may significantly impact the resulting fair value and therefore the Fund’s results of operations.
Derivatives Exchange-traded derivatives, such as futures contracts, exchange-traded option contracts and certain swaps, are typically classified within Level 1 or Level 2 of the fair value hierarchy depending on whether or not they are deemed to be actively traded. Certain non-exchange-traded derivatives, such as generic forwards, certain swaps and options, have inputs which can generally be corroborated by market data and are therefore classified within Level 2.
b. Taxes The Fund intends to continue complying with the requirements of the Internal Revenue Code to qualify as a regulated investment company and to distribute substantially all net investment income and realized net capital gains, if any, to shareholders. Therefore, the Fund does not expect to be subject to income tax, and no provision for such tax has been made.
From time to time, however, the Fund may choose to pay an excise tax if the cost of making the required distribution exceeds the amount of the excise tax.
As of June 30, 2016, the Trust has reviewed the tax positions for open periods, as applicable to the Fund, and has determined that no provision for income tax is required in the Fund’s financial statements. The Trust is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months. The Fund recognizes interest and penalties, if any, related to unrecognized tax positions as income tax expense in the Statement of Operations. For the six months ended June 30, 2016, the Fund did not incur any such interest or penalties. The Fund is not subject to examination by U.S. federal tax authorities for tax years before 2012 and by state authorities for tax years before 2011.
c. Securities Transactions Securities transactions are accounted for on the date securities are purchased or sold (trade date). Realized gains or losses on securities
NOTES TO FINANCIAL STATEMENTS — RS SMALL CAP GROWTH EQUITY VIP SERIES (UNAUDITED)
transactions are determined on the basis of specific identification.
d. Foreign Currency Translation The accounting records of the Fund are maintained in U.S. dollars. Investment securities and all other assets and liabilities of the Fund denominated in a foreign currency are generally translated into U.S. dollars at the exchange rates quoted at the close of the NYSE on each business day. Purchases and sales of securities, income receipts, and expense payments are translated into U.S. dollars at the exchange rates in effect on the dates of the respective transactions. The Fund does not isolate the portion of the fluctuations on investments resulting from changes in foreign currency exchange rates from the fluctuations in market prices of investments held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.
e. Investment Income Dividend income is generally recorded on the ex-dividend date. Interest income, which includes amortization/accretion of premium/discount, is accrued and recorded daily.
f. Expenses Many expenses of the Trust can be directly attributed to a specific series of the Trust. Expenses that cannot be directly attributed to a specific series of the Trust are generally apportioned among all the series in the Trust, based on relative net assets.
g. Distributions to Shareholders The Fund intends to declare and distribute substantially all net investment income, if any, at least once a year. Distributions of net realized capital gains, if any, are declared and paid at least once a year. Unless the Fund is instructed otherwise, all distributions to shareholders are credited in the form of additional shares of the Fund at the net asset value, recorded on the ex-dividend date.
h. Capital Accounts Due to the timing of dividend distributions and the differences in accounting for income and realized gains/(losses) for financial statement purposes versus federal income tax purposes, the fiscal year in which amounts are distributed may differ from the year in which the income and realized gains/(losses) were recorded by the Fund.
Note 2. Transactions with Affiliates
a. Advisory Fee Under the terms of the advisory agreement, which is reviewed and approved annually by the Board of Trustees, the Fund pays an investment advisory fee to RS Investment Management Co. LLC (“RS Investments”). Guardian Investor Services LLC (“GIS”), a subsidiary of Guardian Life, holds a majority
interest in RS Investments. RS Investments receives an investment advisory fee based on the average daily net assets of the Fund at an annual rate of 0.75%.
b. Compensation of Trustees and Officers Trustees and officers of the Trust who are interested persons, as defined in the 1940 Act, of RS Investments receive no compensation from the Fund for acting as such. Trustees of the Trust who are not interested persons of RS Investments receive compensation and reimbursement of expenses from the Trust.
c. Principal Underwriter RS Funds Distributor LLC (“RSFD”), a wholly owned subsidiary of RS Investments, is the principal underwriter of the Fund shares. The Trust has entered into a distribution agreement with RSFD, which governs the sale and distribution of shares of the Fund. RSFD receives no compensation from the Trust or from purchasers of the Fund shares for acting as distributor of the Class I shares.
Note 3. Federal Income Taxes
a. Distributions to Shareholders The tax character of distributions paid to shareholders during the year ended December 31, 2015, which is the most recently completed tax year, was as follows:
|
Long-Term Capital Gains |
$18,368,178 |
Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. These differences are primarily due to differing treatments of income and gains on various investment securities held by the Fund, timing differences, and differing characterizations of distributions made by the Fund.
Permanent book and tax basis differences will result in reclassifications to paid-in capital, undistributed net investment income and accumulated undistributed net realized gain/(loss) on investments and foreign currency transactions. Undistributed net investment income and accumulated undistributed net realized gain/(loss) on investments and foreign currency transactions may include temporary book and tax differences, which will reverse in a subsequent period.
As of December 31, 2015, the Fund made the following reclassifications of permanent book and tax basis differences:
| | | | | | | | |
Paid-in Capital | | Undistributed Net Investment Income | | | Accumulated Net Realized Loss | |
$(629,839) | | $ | 644,683 | | | $ | (14,844 | ) |
NOTES TO FINANCIAL STATEMENTS — RS SMALL CAP GROWTH EQUITY VIP SERIES (UNAUDITED)
During any particular year, net realized gains from investment transactions, in excess of available capital loss carryforwards, would be taxable to the Fund if not distributed and, therefore, are normally distributed to shareholders annually.
In determining its taxable income, current tax law permits the Fund to elect to treat all or a portion of any net capital or currency loss realized after October 31 as occurring on the first day of the following fiscal year. For the year ended December 31, 2015, the Fund elected to defer net capital losses of $370,987.
b. Tax Basis of Investments The cost of investments for federal income tax purposes at June 30, 2016, was $83,072,198. The gross unrealized appreciation and depreciation on investments, on a tax basis, at June 30, 2016, aggregated $11,688,453 and $(5,062,157), respectively, resulting in net unrealized appreciation of $6,626,296.
Note 4. Investments
a. Investment Purchases and Sales The cost of investments purchased and the proceeds from investments sold (excluding short-term investments) amounted to $48,294,920 and $53,944,360, respectively, for the six months ended June 30, 2016.
b. Foreign Securities Foreign securities investments involve special risks and considerations not typically associated with U.S. investments. These risks include, but are not limited to, currency risk; adverse political, regulatory, social, and economic developments; and less reliable information about issuers. Moreover, securities of some foreign companies may be less liquid and their prices more volatile than those of comparable U.S. companies.
c. Industry or Sector Concentration In its normal course of business, the Fund may invest a significant portion of its assets in companies within a limited number of industries or sectors. As a result, the Fund may be subject to a greater risk of loss than that of a fund invested in a wider spectrum of industries or sectors because the stocks of many or all of the companies in the industry, group of industries, sector, or sectors may decline in value due to developments adversely affecting the industry, group of industries, sector, or sectors.
d. Repurchase Agreements The collateral for repurchase agreements is either cash or fully negotiable U.S. government securities (including U.S. government agency securities). Repurchase agreements are fully collateralized (including the interest accrued thereon)
and such collateral is marked to market daily while the agreements remain in force. If the value of the collateral falls below the repurchase price plus accrued interest, the Fund will typically require the seller to deposit additional collateral by the next business day. If the request for additional collateral is not met, or the seller defaults, the Fund maintains the right to sell the collateral (although it may be prevented or delayed from doing so in certain circumstances) and may be required to claim any resulting loss against the seller.
Note 5. Temporary Borrowings
The Fund, with other funds managed by RS Investments, is party to a $350 million committed revolving credit facility from State Street Bank and Trust Company and Northern Trust Company, for temporary borrowing purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. Interest is calculated based on market rates at the time of borrowing. Under the term of the credit facility, in addition to the interest charged on any borrowings by the Fund, each fund pays a commitment fee of 0.11% per annum on its share of the unused portion of the credit facility.
For the six months ended June 30, 2016, the Fund did not borrow under the facility.
Note 6. Sales Transaction
On December 18, 2015, Victory Capital Management Inc. (“Victory Capital”) announced it had agreed to acquire RS Investments, subject to regulatory approvals in addition to customary closing conditions and consents, including approvals related to the Fund (the “Transaction”).
On January 19, 2016, the Board of Trustees of the Trust approved the reorganization of the Fund into a corresponding, newly-formed fund within the Victory family of funds (the “Acquiring Fund”) (the “Reorganization”), subject to shareholder approval of the Reorganization.
Shareholder approval of the Reorganization was obtained as described further in the supplemental information section of this report.
On July 29, 2016, the Transaction and the Reorganization were consummated.
Note 7. Review for Subsequent Events
Management has evaluated subsequent events through the issuance of the Fund’s financial statements and
NOTES TO FINANCIAL STATEMENTS — RS SMALL CAP GROWTH EQUITY VIP SERIES (UNAUDITED)
determined that no material events have occurred that require disclosure other than the Transaction and the Reorganization.
Note 8. Indemnifications
Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts with its vendors and others that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund. However, based on experience, the Fund expects the risk of loss to be remote.
SUPPLEMENTAL INFORMATION (UNAUDITED)
Meeting of Shareholders
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.
Proposal to Reorganize Series of the Trust into Corresponding Series of Victory Variable Insurance Funds
| | | | | | | | | | | | |
Series | | Votes For | | | Votes Against/Withheld | | | Abstentions | |
RS Emerging Markets VIP Series | | | 3,401,538.7903 | | | | 121,554.1641 | | | | 145,386.6036 | |
RS High Yield VIP Series | | | 5,793,195.7949 | | | | 122,405.5448 | | | | 178,960.0313 | |
RS International VIP Series | | | 11,622,369.8819 | | | | 574,442.1452 | | | | 541,818.2679 | |
RS Investment Quality Bond VIP Series | | | 54,956,162.2983 | | | | 1,564,144.8878 | | | | 2,175,970.0389 | |
RS Large Cap Alpha VIP Series | | | 20,943,611.9457 | | | | 633,142.5830 | | | | 1,076,570.0223 | |
RS Low Duration Bond VIP Series | | | 23,988,194.4220 | | | | 478,209.0407 | | | | 919,315.8373 | |
RS S&P 500 Index VIP Series | | | 7,275,687.8140 | | | | 235,345.5598 | | | | 322,672.9432 | |
RS Small Cap Growth Equity VIP Series | | | 6,570,019.8176 | | | | 219,096.5872 | | | | 381,825.6672 | |
Portfolio Holdings and Proxy Voting Procedures
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the Securities and Exchange Commission’s website at http://www.sec.gov. The Fund’s Form N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330. This information is also available, without charge, upon request, by calling toll-free 800-221-3253.
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, will be available (i) without charge, upon request, by calling toll-free 800-221-3253; and (ii) on the Securities and Exchange Commission’s website at http://www.sec.gov.
The Statement of Additional Information includes additional information about the Trust’s Trustees and Officers and is available, without charge, upon request by calling toll-free 800-221-3253.
This report is transmitted to shareholders only. It is not authorized for use as an offer of sale or a solicitation of an offer to buy shares of a Fund unless accompanied or preceded by that Fund’s current prospectus. Past performance results shown in this report should not be considered a representation of future performance. Investment returns and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Statements and other information herein are as dated and are subject to change.
RS VARIABLE
PRODUCTS TRUST
RS S&P 500 INDEX VIP SERIES
| | |
NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE | | |
TABLE OF CONTENTS
UNDERSTANDING YOUR FUND’S EXPENSES (UNAUDITED)
By investing in the Fund, you incur two types of costs: (1) transaction costs, including, as applicable, sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including as applicable, investment advisory fees; and other Fund expenses. The example below is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period January 1, 2016, to June 30, 2016. The table below shows the Fund’s expenses in two ways:
Expenses based on actual return
This section of the table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Expenses based on hypothetical 5% return for comparison purposes
This section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund with the cost of investing in other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore the second section is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If these transactional costs were included, your costs would have been higher. Charges and expenses at the insurance company separate account level are not reflected in the table.
| | | | | | | | | | | | | | |
| | Beginning Account Value 1/1/16 | | Ending Account Value 6/30/16 | | | Expenses Paid During Period* 1/1/16-6/30/16 | | | Expense Ratio During Period 1/1/16-6/30/16 | |
Based on Actual Return | | $1,000.00 | | | $1,037.10 | | | | $1.42 | | | | 0.28% | |
Based on Hypothetical Return (5% Return Before Expenses) | | $1,000.00 | | | $1,023.47 | | | | $1.41 | | | | 0.28% | |
* | Expenses are equal to the Fund’s annualized expense ratio as indicated, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). |
SCHEDULE OF INVESTMENTS — RS S&P 500 INDEX VIP SERIES
| | | | | | | | |
June 30, 2016 (unaudited) | | Shares | | | Value | |
Common Stocks – 98.2% | |
Advertising Agencies – 0.3% | |
Nielsen Holdings PLC | | | 2,282 | | | $ | 118,595 | |
Omnicom Group, Inc. | | | 1,514 | | | | 123,376 | |
The Interpublic Group of Companies, Inc. | | | 2,540 | | | | 58,674 | |
| | | | | | | | |
| | | | 300,645 | |
Aerospace – 2.0% | |
General Dynamics Corp. | | | 1,848 | | | | 257,315 | |
L-3 Communications Holdings, Inc. | | | 494 | | | | 72,465 | |
Lockheed Martin Corp. | | | 1,657 | | | | 411,218 | |
Northrop Grumman Corp. | | | 1,141 | | | | 253,621 | |
Raytheon Co. | | | 1,886 | | | | 256,402 | |
Rockwell Collins, Inc. | | | 828 | | | | 70,496 | |
Textron, Inc. | | | 1,713 | | | | 62,627 | |
The Boeing Co. | | | 3,934 | | | | 510,909 | |
United Technologies Corp. | | | 4,912 | | | | 503,726 | |
| | | | | | | | |
| | | | 2,398,779 | |
Air Transport – 0.7% | |
Alaska Air Group, Inc. | | | 786 | | | | 45,816 | |
American Airlines Group, Inc. | | | 3,809 | | | | 107,833 | |
Delta Air Lines, Inc. | | | 4,917 | | | | 179,126 | |
FedEx Corp. | | | 1,619 | | | | 245,732 | |
Southwest Airlines Co. | | | 4,030 | | | | 158,016 | |
United Continental Holdings, Inc.(1) | | | 2,124 | | | | 87,169 | |
| | | | | | | | |
| | | | 823,692 | |
Aluminum – 0.1% | |
Alcoa, Inc. | | | 8,291 | | | | 76,858 | |
| | | | | | | | |
| | | | 76,858 | |
Asset Management & Custodian – 0.7% | |
Affiliated Managers Group, Inc.(1) | | | 341 | | | | 48,002 | |
BlackRock, Inc. | | | 796 | | | | 272,654 | |
Franklin Resources, Inc. | | | 2,359 | | | | 78,720 | |
Invesco Ltd. | | | 2,631 | | | | 67,196 | |
Legg Mason, Inc. | | | 679 | | | | 20,024 | |
Northern Trust Corp. | | | 1,360 | | | | 90,113 | |
State Street Corp. | | | 2,527 | | | | 136,256 | |
T. Rowe Price Group, Inc. | | | 1,568 | | | | 114,417 | |
| | | | | | | | |
| | | | 827,382 | |
Auto Parts – 0.4% | |
BorgWarner, Inc. | | | 1,381 | | | | 40,767 | |
Delphi Automotive PLC | | | 1,753 | | | | 109,738 | |
Genuine Parts Co. | | | 950 | | | | 96,188 | |
Johnson Controls, Inc. | | | 4,094 | | | | 181,200 | |
LKQ Corp.(1) | | | 1,930 | | | | 61,181 | |
| | | | | | | | |
| | | | 489,074 | |
Auto Services – 0.0% | |
The Goodyear Tire & Rubber Co. | | | 1,684 | | | | 43,211 | |
| | | | | | | | |
| | | | 43,211 | |
Automobiles – 0.5% | |
Ford Motor Co. | | | 24,583 | | | | 309,008 | |
General Motors Co. | | | 8,863 | | | | 250,823 | |
| | | | | | | | |
| | | | 559,831 | |
| | | | | | | | |
June 30, 2016 (unaudited) | | Shares | | | Value | |
Back Office Support, HR and Consulting – 0.8% | |
Accenture PLC, Class A | | | 3,965 | | | $ | 449,195 | |
Automatic Data Processing, Inc. | | | 2,890 | | | | 265,504 | |
Paychex, Inc. | | | 2,022 | | | | 120,309 | |
Robert Half International, Inc. | | | 836 | | | | 31,902 | |
Verisk Analytics, Inc.(1) | | | 982 | | | | 79,620 | |
| | | | | | | | |
| | | | 946,530 | |
Banks: Diversified – 3.2% | |
Bank of America Corp.(2) | | | 65,107 | | | | 863,970 | |
BB&T Corp. | | | 5,128 | | | | 182,608 | |
Citizens Financial Group, Inc. | | | 3,324 | | | | 66,414 | |
Comerica, Inc. | | | 1,103 | | | | 45,366 | |
Fifth Third Bancorp | | | 4,947 | | | | 87,018 | |
Huntington Bancshares, Inc. | | | 5,019 | | | | 44,870 | |
KeyCorp | | | 5,277 | | | | 58,311 | |
M&T Bank Corp. | | | 1,008 | | | | 119,176 | |
Regions Financial Corp. | | | 8,121 | | | | 69,110 | |
SunTrust Banks, Inc. | | | 3,190 | | | | 131,045 | |
The PNC Financial Services Group, Inc. | | | 3,165 | | | | 257,599 | |
U.S. Bancorp | | | 10,298 | | | | 415,318 | |
Wells Fargo & Co. | | | 29,130 | | | | 1,378,723 | |
Zions Bancorporation | | | 1,287 | | | | 32,342 | |
| | | | | | | | |
| | | | 3,751,870 | |
Banks: Savings, Thrift & Mortgage Lending – 0.0% | |
People’s United Financial, Inc. | | | 1,955 | | | | 28,660 | |
| | | | | | | | |
| | | | 28,660 | |
Beverage: Brewers & Distillers – 0.3% | |
Brown-Forman Corp., Class B | | | 641 | | | | 63,946 | |
Constellation Brands, Inc., Class A | | | 1,110 | | | | 183,594 | |
Molson Coors Brewing Co., Class B | | | 1,161 | | | | 117,412 | |
| | | | | | | | |
| | | | 364,952 | |
Beverage: Soft Drinks – 2.0% | |
Dr. Pepper Snapple Group, Inc. | | | 1,190 | | | | 114,990 | |
Monster Beverage Corp.(1) | | | 945 | | | | 151,871 | |
PepsiCo, Inc. | | | 9,114 | | | | 965,537 | |
The Coca-Cola Co. | | | 24,569 | | | | 1,113,713 | |
| | | | | | | | |
| | | | 2,346,111 | |
Biotechnology – 2.1% | |
AbbVie, Inc. | | | 10,160 | | | | 629,006 | |
Alexion Pharmaceuticals, Inc.(1) | | | 1,420 | | | | 165,799 | |
Amgen, Inc. | | | 4,743 | | | | 721,648 | |
Biogen, Inc.(1) | | | 1,382 | | | | 334,195 | |
Celgene Corp.(1) | | | 4,937 | | | | 486,936 | |
Regeneron Pharmaceuticals, Inc.(1) | | | 493 | | | | 172,170 | |
| | | | | | | | |
| | | | 2,509,754 | |
Building Materials – 0.3% | |
Acuity Brands, Inc. | | | 276 | | | | 68,437 | |
Martin Marietta Materials, Inc. | | | 407 | | | | 78,144 | |
Masco Corp. | | | 2,110 | | | | 65,283 | |
Vulcan Materials Co. | | | 840 | | | | 101,103 | |
| | | | | | | | |
| | | | 312,967 | |
| | | | |
4 | | | | The accompanying notes are an integral part of these financial statements. |
RS S&P 500 INDEX VIP SERIES
| | | | | | | | |
June 30, 2016 (unaudited) | | Shares | | | Value | |
Building: Climate Control – 0.1% | |
Ingersoll-Rand PLC | | | 1,623 | | | $ | 103,353 | |
| | | | | | | | |
| | | | 103,353 | |
Cable Television Services – 0.9% | |
Comcast Corp., Class A | | | 15,341 | | | | 1,000,080 | |
Scripps Networks Interactive, Inc., Class A | | | 597 | | | | 37,175 | |
| | | | | | | | |
| | | | 1,037,255 | |
Chemicals: Diversified – 0.9% | |
E.I. du Pont de Nemours & Co. | | | 5,506 | | | | 356,789 | |
Eastman Chemical Co. | | | 937 | | | | 63,622 | |
Ecolab, Inc. | | | 1,675 | | | | 198,655 | |
FMC Corp. | | | 842 | | | | 38,993 | |
The Dow Chemical Co. | | | 7,044 | | | | 350,157 | |
| | | | | | | | |
| | | | 1,008,216 | |
Chemicals: Specialty – 0.5% | |
Air Products & Chemicals, Inc. | | | 1,222 | | | | 173,573 | |
International Flavors & Fragrances, Inc. | | | 506 | | | | 63,792 | |
LyondellBasell Industries N.V., Class A | | | 2,184 | | | | 162,533 | |
Praxair, Inc. | | | 1,795 | | | | 201,740 | |
| | | | | | | | |
| | | | 601,638 | |
Commercial Services: Rental & Leasing – 0.1% | |
Ryder System, Inc. | | | 337 | | | | 20,604 | |
United Rentals, Inc.(1) | | | 575 | | | | 38,583 | |
| | | | | | | | |
| | | | 59,187 | |
Commercial Vehicles & Parts – 0.1% | |
PACCAR, Inc. | | | 2,216 | | | | 114,944 | |
| | | | | | | | |
| | | | 114,944 | |
Communications Technology – 1.3% | |
Cisco Systems, Inc. | | | 31,730 | | | | 910,333 | |
Harris Corp. | | | 784 | | | | 65,417 | |
Juniper Networks, Inc. | | | 2,224 | | | | 50,018 | |
QUALCOMM, Inc. | | | 9,426 | | | | 504,951 | |
| | | | | | | | |
| | | | 1,530,719 | |
Computer Services, Software & Systems – 8.2% | |
Adobe Systems, Inc.(1) | | | 3,143 | | | | 301,068 | |
Akamai Technologies, Inc.(1) | | | 1,121 | | | | 62,698 | |
Alphabet, Inc., Class A(1) | | | 1,847 | | | | 1,299,420 | |
Alphabet, Inc., Class C(1) | | | 1,876 | | | | 1,298,380 | |
Autodesk, Inc.(1) | | | 1,425 | | | | 77,149 | |
CA, Inc. | | | 1,864 | | | | 61,195 | |
Citrix Systems, Inc.(1) | | | 969 | | | | 77,607 | |
Cognizant Technology Solutions Corp., Class A(1) | | | 3,847 | | | | 220,202 | |
CSRA, Inc. | | | 868 | | | | 20,337 | |
F5 Networks, Inc.(1) | | | 434 | | | | 49,407 | |
Facebook, Inc., Class A(1) | | | 14,471 | | | | 1,653,746 | |
Hewlett Packard Enterprise Co. | | | 10,824 | | | | 197,754 | |
Intuit, Inc. | | | 1,623 | | | | 181,143 | |
Microsoft Corp.(2) | | | 49,871 | | | | 2,551,899 | |
Oracle Corp. | | | 19,868 | | | | 813,197 | |
Red Hat, Inc.(1) | | | 1,152 | | | | 83,635 | |
| | | | | | | | |
| | | | | | | | |
June 30, 2016 (unaudited) | | Shares | | | Value | |
Computer Services, Software & Systems (continued) | |
Salesforce.com, Inc.(1) | | | 3,983 | | | $ | 316,290 | |
Symantec Corp. | | | 3,853 | | | | 79,141 | |
Teradata Corp.(1) | | | 838 | | | | 21,009 | |
VeriSign, Inc.(1) | | | 609 | | | | 52,654 | |
Yahoo!, Inc.(1) | | | 5,501 | | | | 206,618 | |
| | | | | | | | |
| | | | 9,624,549 | |
Computer Technology – 4.1% | |
Apple, Inc.(2) | | | 34,961 | | | | 3,342,272 | |
EMC Corp. | | | 12,277 | | | | 333,566 | |
HP, Inc. | | | 10,888 | | | | 136,644 | |
International Business Machines Corp.(2) | | | 5,574 | | | | 846,022 | |
NetApp, Inc. | | | 1,826 | | | | 44,901 | |
Seagate Technology PLC | | | 1,873 | | | | 45,626 | |
Western Digital Corp. | | | 1,771 | | | | 83,698 | |
| | | | | | | | |
| | | | 4,832,729 | |
Consumer Electronics – 0.1% | |
Garmin Ltd. | | | 744 | | | | 31,561 | |
Harman International Industries, Inc. | | | 448 | | | | 32,175 | |
| | | | | | | | |
| | | | 63,736 | |
Consumer Lending – 0.0% | |
Navient Corp. | | | 2,166 | | | | 25,884 | |
| | | | | | | | |
| | | | 25,884 | |
Consumer Services: Miscellaneous – 0.2% | |
eBay, Inc.(1) | | | 6,838 | | | | 160,078 | |
H & R Block, Inc. | | | 1,486 | | | | 34,178 | |
| | | | | | | | |
| | | | 194,256 | |
Containers & Packaging – 0.2% | |
Ball Corp. | | | 895 | | | | 64,700 | |
Owens-Illinois, Inc.(1) | | | 1,014 | | | | 18,262 | |
Sealed Air Corp. | | | 1,244 | | | | 57,187 | |
WestRock Co. | | | 1,604 | | | | 62,347 | |
| | | | | | | | |
| | | | 202,496 | |
Copper – 0.1% | |
Freeport-McMoRan, Inc. | | | 7,894 | | | | 87,939 | |
| | | | | | | | |
| | | | 87,939 | |
Cosmetics – 0.1% | |
The Estee Lauder Companies, Inc., Class A | | | 1,403 | | | | 127,701 | |
| | | | | | | | |
| | | | 127,701 | |
Diversified Financial Services – 2.9% | |
Ameriprise Financial, Inc. | | | 1,068 | | | | 95,960 | |
Capital One Financial Corp. | | | 3,331 | | | | 211,552 | |
Citigroup, Inc. | | | 18,589 | | | | 787,988 | |
JPMorgan Chase & Co.(2) | | | 23,143 | | | | 1,438,106 | |
Leucadia National Corp. | | | 2,100 | | | | 36,393 | |
Morgan Stanley | | | 9,633 | | | | 250,265 | |
The Bank of New York Mellon Corp. | | | 6,784 | | | | 263,558 | |
The Goldman Sachs Group, Inc. | | | 2,481 | | | | 368,627 | |
| | | | | | | | |
| | | | 3,452,449 | |
| | | | |
The accompanying notes are an integral part of these financial statements. | | | | 5 |
SCHEDULE OF INVESTMENTS — RS S&P 500 INDEX VIP SERIES
| | | | | | | | |
June 30, 2016 (unaudited) | | Shares | | | Value | |
Diversified Manufacturing Operations – 3.3% | |
3M Co. | | | 3,822 | | | $ | 669,309 | |
Danaher Corp. | | | 3,775 | | | | 381,275 | |
Dover Corp. | | | 977 | | | | 67,726 | |
Eaton Corp. PLC | | | 2,899 | | | | 173,157 | |
General Electric Co.(2) | | | 58,833 | | | | 1,852,063 | |
Honeywell International, Inc. | | | 4,855 | | | | 564,733 | |
Illinois Tool Works, Inc. | | | 2,061 | | | | 214,674 | |
| | | | | | | | |
| | | | 3,922,937 | |
Diversified Media – 0.6% | |
Discovery Communications, Inc., Class A(1) | | | 942 | | | | 23,767 | |
Discovery Communications, Inc., Class C(1) | | | 1,504 | | | | 35,870 | |
News Corp., Class A | | | 2,404 | | | | 27,285 | |
News Corp., Class B | | | 680 | | | | 7,936 | |
Time Warner, Inc. | | | 4,991 | | | | 367,038 | |
Twenty-First Century Fox, Inc., Class A | | | 7,059 | | | | 190,946 | |
Twenty-First Century Fox, Inc., Class B | | | 2,717 | | | | 74,038 | |
| | | | | | | | |
| | | | 726,880 | |
Diversified Retail – 3.1% | |
Amazon.com, Inc.(1) | | | 2,438 | | | | 1,744,682 | |
Costco Wholesale Corp. | | | 2,777 | | | | 436,100 | |
Dollar General Corp. | | | 1,833 | | | | 172,302 | |
Dollar Tree, Inc.(1) | | | 1,480 | | | | 139,475 | |
Kohl’s Corp. | | | 1,196 | | | | 45,352 | |
Macy’s, Inc. | | | 1,960 | | | | 65,876 | |
Nordstrom, Inc. | | | 811 | | | | 30,858 | |
Target Corp. | | | 3,804 | | | | 265,595 | |
Wal-Mart Stores, Inc. | | | 9,893 | | | | 722,387 | |
| | | | | | | | |
| | | | 3,622,627 | |
Drug & Grocery Store Chains – 1.2% | |
CVS Health Corp. | | | 6,927 | | | | 663,191 | |
The Kroger Co. | | | 6,146 | | | | 226,111 | |
Walgreens Boots Alliance, Inc. | | | 5,451 | | | | 453,905 | |
Whole Foods Market, Inc. | | | 2,051 | | | | 65,673 | |
| | | | | | | | |
| | | | 1,408,880 | |
Electronic Components – 0.3% | |
Amphenol Corp., Class A | | | 1,942 | | | | 111,335 | |
Corning, Inc. | | | 7,017 | | | | 143,708 | |
TE Connectivity Ltd. | | | 2,335 | | | | 133,352 | |
| | | | | | | | |
| | | | 388,395 | |
Electronic Entertainment – 0.2% | |
Activision Blizzard, Inc. | | | 3,203 | | | | 126,935 | |
Electronic Arts, Inc.(1) | | | 1,958 | | | | 148,338 | |
| | | | | | | | |
| | | | 275,273 | |
Energy Equipment – 0.0% | |
First Solar, Inc.(1) | | | 477 | | | | 23,125 | |
| | | | | | | | |
| | | | 23,125 | |
Engineering & Contracting Services – 0.1% | |
Fluor Corp. | | | 878 | | | | 43,268 | |
Jacobs Engineering Group, Inc.(1) | | | 773 | | | | 38,503 | |
| | | | | | | | |
| | | | | | | | |
June 30, 2016 (unaudited) | | Shares | | | Value | |
Engineering & Contracting Services (continued) | |
Quanta Services, Inc.(1) | | | 953 | | | $ | 22,033 | |
| | | | | | | | |
| | | | 103,804 | |
Entertainment – 0.9% | |
The Walt Disney Co. | | | 9,465 | | | | 925,866 | |
Viacom, Inc., Class B | | | 2,187 | | | | 90,695 | |
| | | | | | | | |
| | | | 1,016,561 | |
Environmental, Maintenance And Security Services – 0.1% | |
Cintas Corp. | | | 551 | | | | 54,070 | |
Stericycle, Inc.(1) | | | 536 | | | | 55,808 | |
| | | | | | | | |
| | | | 109,878 | |
Fertilizers – 0.3% | |
CF Industries Holdings, Inc. | | | 1,469 | | | | 35,403 | |
Monsanto Co. | | | 2,781 | | | | 287,583 | |
The Mosaic Co. | | | 2,226 | | | | 58,277 | |
| | | | | | | | |
| | | | 381,263 | |
Financial Data & Systems – 2.8% | |
Alliance Data Systems Corp.(1) | | | 375 | | | | 73,470 | |
American Express Co. | | | 5,167 | | | | 313,947 | |
Discover Financial Services | | | 2,617 | | | | 140,245 | |
Equifax, Inc. | | | 747 | | | | 95,915 | |
Fidelity National Information Services, Inc. | | | 1,748 | | | | 128,793 | |
Fiserv, Inc.(1) | | | 1,409 | | | | 153,201 | |
Global Payments, Inc. | | | 971 | | | | 69,310 | |
MasterCard, Inc., Class A | | | 6,183 | | | | 544,475 | |
Moody’s Corp. | | | 1,071 | | | | 100,363 | |
PayPal Holdings, Inc.(1) | | | 7,016 | | | | 256,154 | |
S&P Global, Inc. | | | 1,676 | | | | 179,768 | |
Synchrony Financial(1) | | | 5,266 | | | | 133,124 | |
The Dun & Bradstreet Corp. | | | 228 | | | | 27,779 | |
The Western Union Co. | | | 3,170 | | | | 60,801 | |
Total System Services, Inc. | | | 1,067 | | | | 56,668 | |
Visa, Inc., Class A | | | 12,101 | | | | 897,531 | |
| | | | | | | | |
| | | | 3,231,544 | |
Foods – 1.8% | |
Campbell Soup Co. | | | 1,132 | | | | 75,312 | |
ConAgra Foods, Inc. | | | 2,741 | | | | 131,047 | |
General Mills, Inc. | | | 3,748 | | | | 267,307 | |
Hormel Foods Corp. | | | 1,700 | | | | 62,220 | |
Kellogg Co. | | | 1,593 | | | | 130,069 | |
McCormick & Co., Inc. | | | 733 | | | | 78,189 | |
Mead Johnson Nutrition Co. | | | 1,175 | | | | 106,631 | |
Mondelez International, Inc., Class A | | | 9,893 | | | | 450,231 | |
Sysco Corp. | | | 3,308 | | | | 167,848 | |
The Hershey Co. | | | 906 | | | | 102,822 | |
The JM Smucker Co. | | | 754 | | | | 114,917 | |
The Kraft Heinz Co. | | | 3,746 | | | | 331,446 | |
Tyson Foods, Inc., Class A | | | 1,852 | | | | 123,695 | |
| | | | | | | | |
| | | | 2,141,734 | |
Fruit & Grain Processing – 0.1% | |
Archer-Daniels-Midland Co. | | | 3,759 | | | | 161,224 | |
| | | | | | | | |
| | | | 161,224 | |
| | | | |
6 | | | | The accompanying notes are an integral part of these financial statements. |
RS S&P 500 INDEX VIP SERIES
| | | | | | | | |
June 30, 2016 (unaudited) | | Shares | | | Value | |
Gas Pipeline – 0.4% | |
Columbia Pipeline Group, Inc. | | | 2,525 | | | $ | 64,362 | |
Kinder Morgan, Inc. | | | 11,538 | | | | 215,991 | |
Spectra Energy Corp. | | | 4,241 | | | | 155,348 | |
| | | | | | | | |
| | | | 435,701 | |
Gold – 0.1% | |
Newmont Mining Corp. | | | 3,334 | | | | 130,426 | |
| | | | | | | | |
| | | | 130,426 | |
Health Care Facilities – 0.3% | |
DaVita HealthCare Partners, Inc.(1) | | | 1,051 | | | | 81,263 | |
HCA Holdings, Inc.(1) | | | 1,931 | | | | 148,706 | |
Universal Health Services, Inc., Class B | | | 575 | | | | 77,108 | |
| | | | | | | | |
| | | | 307,077 | |
Health Care Management Services – 1.5% | |
Aetna, Inc. | | | 2,208 | | | | 269,663 | |
Anthem, Inc. | | | 1,645 | | | | 216,054 | |
Centene Corp.(1) | | | 1,073 | | | | 76,580 | |
CIGNA Corp. | | | 1,613 | | | | 206,448 | |
Humana, Inc. | | | 934 | | | | 168,008 | |
UnitedHealth Group, Inc. | | | 5,995 | | | | 846,494 | |
| | | | | | | | |
| | | | 1,783,247 | |
Health Care Services – 0.6% | |
Cerner Corp.(1) | | | 1,918 | | | | 112,395 | |
Express Scripts Holding Co.(1) | | | 3,997 | | | | 302,973 | |
McKesson Corp. | | | 1,450 | | | | 270,642 | |
| | | | | | | | |
| | | | 686,010 | |
Home Building – 0.1% | |
D.R. Horton, Inc. | | | 2,078 | | | | 65,415 | |
Lennar Corp., Class A | | | 1,128 | | | | 52,001 | |
PulteGroup, Inc. | | | 2,002 | | | | 39,019 | |
| | | | | | | | |
| | | | 156,435 | |
Hotel/Motel – 0.2% | |
Marriott International, Inc., Class A | | | 1,201 | | | | 79,818 | |
Starwood Hotels & Resorts Worldwide, Inc. | | | 1,063 | | | | 78,609 | |
Wyndham Worldwide Corp. | | | 711 | | | | 50,645 | |
Wynn Resorts Ltd. | | | 512 | | | | 46,408 | |
| | | | | | | | |
| | | | 255,480 | |
Household Appliances – 0.1% | |
Whirlpool Corp. | | | 493 | | | | 82,154 | |
| | | | | | | | |
| | | | 82,154 | |
Household Equipment & Products – 0.1% | |
Newell Brands, Inc. | | | 2,884 | | | | 140,076 | |
| | | | | | | | |
| | | | 140,076 | |
Household Furnishings – 0.1% | |
Leggett & Platt, Inc. | | | 858 | | | | 43,852 | |
Mohawk Industries, Inc.(1) | | | 401 | | | | 76,094 | |
| | | | | | | | |
| | | | 119,946 | |
Insurance: Life – 0.5% | |
Aflac, Inc. | | | 2,653 | | | | 191,440 | |
Lincoln National Corp. | | | 1,522 | | | | 59,008 | |
| | | | | | | | |
| | | | | | | | |
June 30, 2016 (unaudited) | | Shares | | | Value | |
Insurance: Life (continued) | |
Principal Financial Group, Inc. | | | 1,716 | | | $ | 70,545 | |
Prudential Financial, Inc. | | | 2,817 | | | | 200,965 | |
Torchmark Corp. | | | 713 | | | | 44,078 | |
Unum Group | | | 1,509 | | | | 47,971 | |
| | | | | | | | |
| | | | 614,007 | |
Insurance: Multi-Line – 2.7% | |
American International Group, Inc. | | | 7,248 | | | | 383,347 | |
Aon PLC | | | 1,706 | | | | 186,346 | |
Arthur J Gallagher & Co. | | | 1,116 | | | | 53,122 | |
Assurant, Inc. | | | 415 | | | | 35,819 | |
Berkshire Hathaway, Inc., Class B(1) | | | 11,814 | | | | 1,710,549 | |
Loews Corp. | | | 1,692 | | | | 69,524 | |
Marsh & McLennan Companies, Inc. | | | 3,286 | | | | 224,960 | |
MetLife, Inc. | | | 6,915 | | | | 275,424 | |
The Hartford Financial Services Group, Inc. | | | 2,506 | | | | 111,216 | |
Willis Towers Watson PLC | | | 866 | | | | 107,652 | |
| | | | | | | | |
| | | | 3,157,959 | |
Insurance: Property - Casualty – 0.9% | |
Chubb Ltd. | | | 2,903 | | | | 379,451 | |
Cincinnati Financial Corp. | | | 929 | | | | 69,573 | |
The Allstate Corp. | | | 2,390 | | | | 167,180 | |
The Progressive Corp. | | | 3,682 | | | | 123,347 | |
The Travelers Companies, Inc. | | | 1,864 | | | | 221,891 | |
XL Group PLC | | | 1,843 | | | | 61,390 | |
| | | | | | | | |
| | | | 1,022,832 | |
Leisure Time – 0.6% | |
Carnival Corp. | | | 2,847 | | | | 125,837 | |
Expedia, Inc. | | | 742 | | | | 78,875 | |
Royal Caribbean Cruises Ltd. | | | 1,070 | | | | 71,850 | |
The Priceline Group, Inc.(1) | | | 314 | | | | 392,001 | |
TripAdvisor, Inc.(1) | | | 712 | | | | 45,782 | |
| | | | | | | | |
| | | | 714,345 | |
Luxury Items – 0.1% | |
Signet Jewelers Ltd. | | | 501 | | | | 41,287 | |
Tiffany & Co. | | | 703 | | | | 42,630 | |
| | | | | | | | |
| | | | 83,917 | |
Machinery: Agricultural – 0.1% | |
Deere & Co. | | | 1,892 | | | | 153,328 | |
| | | | | | | | |
| | | | 153,328 | |
Machinery: Construction & Handling – 0.2% | |
Caterpillar, Inc. | | | 3,668 | | | | 278,071 | |
| | | | | | | | |
| | | | 278,071 | |
Machinery: Engines – 0.1% | |
Cummins, Inc. | | | 1,024 | | | | 115,139 | |
| | | | | | | | |
| | | | 115,139 | |
Machinery: Tools – 0.1% | |
Snap-on, Inc. | | | 366 | | | | 57,762 | |
Stanley Black & Decker, Inc. | | | 962 | | | | 106,994 | |
| | | | | | | | |
| | | | 164,756 | |
| | | | |
The accompanying notes are an integral part of these financial statements. | | | | 7 |
SCHEDULE OF INVESTMENTS — RS S&P 500 INDEX VIP SERIES
| | | | | | | | |
June 30, 2016 (unaudited) | | Shares | | | Value | |
Medical & Dental Instruments & Supplies – 1.2% | |
Becton Dickinson and Co. | | | 1,337 | | | $ | 226,742 | |
Boston Scientific Corp.(1) | | | 8,502 | | | | 198,692 | |
CR Bard, Inc. | | | 466 | | | | 109,584 | |
DENTSPLY SIRONA, Inc. | | | 1,519 | | | | 94,239 | |
Edwards Lifesciences Corp.(1) | | | 1,359 | | | | 135,533 | |
Henry Schein, Inc.(1) | | | 523 | | | | 92,466 | |
Patterson Companies, Inc. | | | 527 | | | | 25,238 | |
St. Jude Medical, Inc. | | | 1,791 | | | | 139,698 | |
Stryker Corp. | | | 1,979 | | | | 237,144 | |
Zimmer Biomet Holdings, Inc. | | | 1,128 | | | | 135,789 | |
| | | | | | | | |
| | | | 1,395,125 | |
Medical Equipment – 1.6% | |
Agilent Technologies, Inc. | | | 2,071 | | | | 91,870 | |
Baxter International, Inc. | | | 3,460 | | | | 156,461 | |
Hologic, Inc.(1) | | | 1,559 | | | | 53,941 | |
Illumina, Inc.(1) | | | 923 | | | | 129,571 | |
Intuitive Surgical, Inc.(1) | | | 236 | | | | 156,093 | |
Medtronic PLC | | | 8,867 | | | | 769,390 | |
PerkinElmer, Inc. | | | 694 | | | | 36,379 | |
Thermo Fisher Scientific, Inc. | | | 2,503 | | | | 369,843 | |
Varian Medical Systems, Inc.(1) | | | 611 | | | | 50,243 | |
| | | | | | | | |
| | | | 1,813,791 | |
Medical Services – 0.1% | |
Laboratory Corp. of America Holdings(1) | | | 638 | | | | 83,112 | |
Quest Diagnostics, Inc. | | | 903 | | | | 73,513 | |
| | | | | | | | |
| | | | 156,625 | |
Metal Fabricating – 0.1% | |
Fastenal Co. | | | 1,825 | | | | 81,012 | |
| | | | | | | | |
| | | | 81,012 | |
Office Supplies & Equipment – 0.1% | |
Avery Dennison Corp. | | | 564 | | | | 42,159 | |
Pitney Bowes, Inc. | | | 1,210 | | | | 21,538 | |
Xerox Corp. | | | 6,013 | | | | 57,063 | |
| | | | | | | | |
| | | | 120,760 | |
Offshore Drilling & Other Services – 0.0% | |
Diamond Offshore Drilling, Inc. | | | 407 | | | | 9,902 | |
Transocean Ltd. | | | 2,154 | | | | 25,611 | |
| | | | | | | | |
| | | | 35,513 | |
Oil Well Equipment & Services – 1.0% | |
Baker Hughes, Inc. | | | 2,765 | | | | 124,784 | |
FMC Technologies, Inc.(1) | | | 1,437 | | | | 38,325 | |
Halliburton Co. | | | 5,421 | | | | 245,517 | |
Helmerich & Payne, Inc. | | | 679 | | | | 45,581 | |
National Oilwell Varco, Inc. | | | 2,367 | | | | 79,650 | |
Schlumberger Ltd. | | | 8,767 | | | | 693,294 | |
| | | | | | | | |
| | | | 1,227,151 | |
Oil: Crude Producers – 1.6% | |
Anadarko Petroleum Corp. | | | 3,211 | | | | 170,986 | |
Apache Corp. | | | 2,382 | | | | 132,606 | |
Cabot Oil & Gas Corp. | | | 2,884 | | | | 74,234 | |
| | | | | | | | |
| | | | | | | | |
June 30, 2016 (unaudited) | | Shares | | | Value | |
Oil: Crude Producers (continued) | |
Chesapeake Energy Corp.(1) | | | 3,261 | | | $ | 13,957 | |
Cimarex Energy Co. | | | 596 | | | | 71,115 | |
Concho Resources, Inc.(1) | | | 813 | | | | 96,967 | |
Devon Energy Corp. | | | 3,214 | | | | 116,508 | |
EOG Resources, Inc. | | | 3,463 | | | | 288,883 | |
EQT Corp. | | | 1,072 | | | | 83,005 | |
Marathon Oil Corp. | | | 5,328 | | | | 79,973 | |
Murphy Oil Corp. | | | 1,019 | | | | 32,353 | |
Newfield Exploration Co.(1) | | | 1,251 | | | | 55,269 | |
Noble Energy, Inc. | | | 2,708 | | | | 97,136 | |
Occidental Petroleum Corp. | | | 4,824 | | | | 364,501 | |
Pioneer Natural Resources Co. | | | 1,031 | | | | 155,898 | |
Range Resources Corp. | | | 1,067 | | | | 46,030 | |
Southwestern Energy Co.(1) | | | 2,461 | | | | 30,959 | |
| | | | | | | | |
| | | | 1,910,380 | |
Oil: Integrated – 3.6% | |
Chevron Corp. | | | 11,874 | | | | 1,244,752 | |
ConocoPhillips | | | 7,795 | | | | 339,862 | |
Exxon Mobil Corp.(2) | | | 26,185 | | | | 2,454,582 | |
Hess Corp. | | | 1,672 | | | | 100,487 | |
The Williams Cos., Inc. | | | 4,310 | | | | 93,225 | |
| | | | | | | | |
| | | | 4,232,908 | |
Oil: Refining And Marketing – 0.5% | |
Marathon Petroleum Corp. | | | 3,343 | | | | 126,900 | |
ONEOK, Inc. | | | 1,319 | | | | 62,587 | |
Phillips 66 | | | 2,965 | | | | 235,243 | |
Tesoro Corp. | | | 759 | | | | 56,864 | |
Valero Energy Corp. | | | 2,971 | | | | 151,521 | |
| | | | | | | | |
| | | | 633,115 | |
Paints & Coatings – 0.3% | |
PPG Industries, Inc. | | | 1,685 | | | | 175,493 | |
The Sherwin-Williams Co. | | | 499 | | | | 146,541 | |
| | | | | | | | |
| | | | 322,034 | |
Paper – 0.1% | |
International Paper Co. | | | 2,597 | | | | 110,061 | |
| | | | | | | | |
| | | | 110,061 | |
Personal Care – 2.0% | |
Church & Dwight Co., Inc. | | | 826 | | | | 84,987 | |
Colgate-Palmolive Co. | | | 5,629 | | | | 412,043 | |
Kimberly-Clark Corp. | | | 2,276 | | | | 312,905 | |
The Clorox Co. | | | 814 | | | | 112,649 | |
The Procter & Gamble Co.(2) | | | 16,726 | | | | 1,416,190 | |
| | | | | | | | |
| | | | 2,338,774 | |
Pharmaceuticals – 7.1% | |
Abbott Laboratories | | | 9,290 | | | | 365,190 | |
Allergan PLC(1) | | | 2,492 | | | | 575,876 | |
AmerisourceBergen Corp. | | | 1,211 | | | | 96,057 | |
Bristol-Myers Squibb Co. | | | 10,527 | | | | 774,261 | |
Cardinal Health, Inc. | | | 2,073 | | | | 161,715 | |
Eli Lilly & Co. | | | 6,138 | | | | 483,367 | |
| | | | | | | | |
| | | | |
8 | | | | The accompanying notes are an integral part of these financial statements. |
RS S&P 500 INDEX VIP SERIES
| | | | | | | | |
June 30, 2016 (unaudited) | | Shares | | | Value | |
Pharmaceuticals (continued) | |
Endo International PLC(1) | | | 1,292 | | | $ | 20,142 | |
Gilead Sciences, Inc. | | | 8,619 | | | | 718,997 | |
Johnson & Johnson(2) | | | 17,399 | | | | 2,110,499 | |
Mallinckrodt PLC(1) | | | 707 | | | | 42,971 | |
Merck & Co., Inc. | | | 17,499 | | | | 1,008,117 | |
Mylan N.V.(1) | | | 2,603 | | | | 112,554 | |
Perrigo Co. PLC | | | 923 | | | | 83,688 | |
Pfizer, Inc. | | | 38,136 | | | | 1,342,769 | |
Shire PLC, ADR | | | 637 | | | | 117,259 | |
Vertex Pharmaceuticals, Inc.(1) | | | 1,548 | | | | 133,159 | |
Zoetis, Inc. | | | 2,886 | | | | 136,970 | |
| | | | | | | | |
| | | | 8,283,591 | |
Producer Durables: Miscellaneous – 0.1% | |
W.W. Grainger, Inc. | | | 359 | | | | 81,583 | |
| | | | | | | | |
| | | | 81,583 | |
Production Technology Equipment – 0.3% | |
Applied Materials, Inc. | | | 7,130 | | | | 170,906 | |
KLA-Tencor Corp. | | | 983 | | | | 72,005 | |
Lam Research Corp. | | | 998 | | | | 83,892 | |
| | | | | | | | |
| | | | 326,803 | |
Radio & TV Broadcasters – 0.2% | |
CBS Corp., Class B | | | 2,665 | | | | 145,082 | |
TEGNA, Inc. | | | 1,386 | | | | 32,114 | |
| | | | | | | | |
| | | | 177,196 | |
Railroads – 0.7% | |
CSX Corp. | | | 6,073 | | | | 158,384 | |
Kansas City Southern | | | 688 | | | | 61,982 | |
Norfolk Southern Corp. | | | 1,881 | | | | 160,130 | |
Union Pacific Corp. | | | 5,337 | | | | 465,653 | |
| | | | | | | | |
| | | | 846,149 | |
Real Estate Investment Trusts – 3.1% | |
American Tower Corp. | | | 2,669 | | | | 303,225 | |
Apartment Investment & Management Co., Class A | | | 986 | | | | 43,542 | |
AvalonBay Communities, Inc. | | | 863 | | | | 155,677 | |
Boston Properties, Inc. | | | 968 | | | | 127,679 | |
Crown Castle International Corp. | | | 2,103 | | | | 213,307 | |
Digital Realty Trust, Inc. | | | 922 | | | | 100,489 | |
Equinix, Inc. | | | 432 | | | | 167,499 | |
Equity Residential | | | 2,306 | | | | 158,837 | |
Essex Property Trust, Inc. | | | 416 | | | | 94,885 | |
Extra Space Storage, Inc. | | | 789 | | | | 73,014 | |
Federal Realty Investment Trust | | | 438 | | | | 72,511 | |
General Growth Properties, Inc. | | | 3,678 | | | | 109,678 | |
HCP, Inc. | | | 2,940 | | | | 104,017 | |
Host Hotels & Resorts, Inc. | | | 4,751 | | | | 77,014 | |
Iron Mountain, Inc. | | | 1,520 | | | | 60,542 | |
Kimco Realty Corp. | | | 2,604 | | | | 81,714 | |
Prologis, Inc. | | | 3,314 | | | | 162,519 | |
Public Storage | | | 928 | | | | 237,188 | |
Realty Income Corp. | | | 1,573 | | | | 109,103 | |
| | | | | | | | |
| | | | | | | | |
June 30, 2016 (unaudited) | | Shares | | | Value | |
Real Estate Investment Trusts (continued) | |
Simon Property Group, Inc. | | | 1,954 | | | $ | 423,823 | |
SL Green Realty Corp. | | | 629 | | | | 66,970 | |
The Macerich Co. | | | 801 | | | | 68,397 | |
UDR, Inc. | | | 1,687 | | | | 62,284 | |
Ventas, Inc. | | | 2,122 | | | | 154,524 | |
Vornado Realty Trust | | | 1,117 | | | | 111,834 | |
Welltower, Inc. | | | 2,243 | | | | 170,849 | |
Weyerhaeuser Co. | | | 4,711 | | | | 140,246 | |
| | | | | | | | |
| | | | 3,651,367 | |
Real Estate Services – 0.0% | |
CBRE Group, Inc., Class A(1) | | | 1,832 | | | | 48,511 | |
| | | | | | | | |
| | | | 48,511 | |
Recreational Vehicles & Boats – 0.0% | |
Harley-Davidson, Inc. | | | 1,163 | | | | 52,684 | |
| | | | | | | | |
| | | | 52,684 | |
Restaurants – 1.3% | |
Chipotle Mexican Grill, Inc.(1) | | | 190 | | | | 76,524 | |
Darden Restaurants, Inc. | | | 727 | | | | 46,048 | |
McDonald’s Corp. | | | 5,685 | | | | 684,133 | |
Starbucks Corp. | | | 9,320 | | | | 532,359 | |
Yum! Brands, Inc. | | | 2,575 | | | | 213,519 | |
| | | | | | | | |
| | | | 1,552,583 | |
Scientific Instruments: Control & Filter – 0.5% | |
Allegion PLC | | | 605 | | | | 42,005 | |
FLIR Systems, Inc. | | | 871 | | | | 26,957 | |
Flowserve Corp. | | | 825 | | | | 37,265 | |
Parker-Hannifin Corp. | | | 857 | | | | 92,599 | |
Rockwell Automation, Inc. | | | 832 | | | | 95,530 | |
Roper Technologies, Inc. | | | 635 | | | | 108,306 | |
Tyco International PLC | | | 2,681 | | | | 114,211 | |
Waters Corp.(1) | | | 515 | | | | 72,435 | |
| | | | | | | | |
| | | | 589,308 | |
Scientific Instruments: Electrical – 0.2% | |
AMETEK, Inc. | | | 1,488 | | | | 68,790 | |
Emerson Electric Co. | | | 4,062 | | | | 211,874 | |
| | | | | | | | |
| | | | 280,664 | |
Scientific Instruments: Pollution Control – 0.3% | |
Pentair PLC | | | 1,152 | | | | 67,150 | |
Republic Services, Inc. | | | 1,510 | | | | 77,478 | |
Waste Management, Inc. | | | 2,616 | | | | 173,362 | |
Xylem, Inc. | | | 1,130 | | | | 50,455 | |
| | | | | | | | |
| | | | 368,445 | |
Securities Brokerage & Services – 0.6% | |
CME Group, Inc. | | | 2,131 | | | | 207,559 | |
E*TRADE Financial Corp.(1) | | | 1,786 | | | | 41,953 | |
Intercontinental Exchange, Inc. | | | 748 | | | | 191,458 | |
Nasdaq, Inc. | | | 725 | | | | 46,886 | |
The Charles Schwab Corp. | | | 7,577 | | | | 191,774 | |
| | | | | | | | |
| | | | 679,630 | |
| | | | |
The accompanying notes are an integral part of these financial statements. | | | | 9 |
SCHEDULE OF INVESTMENTS — RS S&P 500 INDEX VIP SERIES
| | | | | | | | |
June 30, 2016 (unaudited) | | Shares | | | Value | |
Semiconductors & Components – 2.1% | |
Analog Devices, Inc. | | | 1,955 | | | $ | 110,731 | |
Broadcom Ltd. | | | 2,342 | | | | 363,947 | |
Intel Corp. | | | 29,787 | | | | 977,014 | |
Linear Technology Corp. | | | 1,507 | | | | 70,121 | |
Microchip Technology, Inc. | | | 1,348 | | | | 68,425 | |
Micron Technology, Inc.(1) | | | 6,542 | | | | 90,018 | |
NVIDIA Corp. | | | 3,220 | | | | 151,372 | |
Qorvo, Inc.(1) | | | 814 | | | | 44,982 | |
Skyworks Solutions, Inc. | | | 1,205 | | | | 76,252 | |
Texas Instruments, Inc. | | | 6,339 | | | | 397,138 | |
Xilinx, Inc. | | | 1,619 | | | | 74,684 | |
| | | | | | | | |
| | | | 2,424,684 | |
Specialty Retail – 2.7% | |
Advance Auto Parts, Inc. | | | 462 | | | | 74,673 | |
AutoNation, Inc.(1) | | | 468 | | | | 21,987 | |
AutoZone, Inc.(1) | | | 191 | | | | 151,623 | |
Bed, Bath & Beyond, Inc. | | | 1,034 | | | | 44,690 | |
Best Buy Co., Inc. | | | 1,780 | | | | 54,468 | |
CarMax, Inc.(1) | | | 1,237 | | | | 60,650 | |
Foot Locker, Inc. | | | 866 | | | | 47,509 | |
L Brands, Inc. | | | 1,605 | | | | 107,744 | |
Lowe’s Companies, Inc. | | | 5,779 | | | | 457,523 | |
Netflix, Inc.(1) | | | 2,703 | | | | 247,270 | |
O’Reilly Automotive, Inc.(1) | | | 613 | | | | 166,184 | |
Ross Stores, Inc. | | | 2,552 | | | | 144,673 | |
Staples, Inc. | | | 4,078 | | | | 35,152 | |
The Gap, Inc. | | | 1,430 | | | | 30,345 | |
The Home Depot, Inc. | | | 7,995 | | | | 1,020,882 | |
The TJX Companies, Inc. | | | 4,228 | | | | 326,528 | |
Tractor Supply Co. | | | 847 | | | | 77,229 | |
Ulta Salon, Cosmetics & Fragrance, Inc.(1) | | | 402 | | | | 97,943 | |
Urban Outfitters, Inc.(1) | | | 547 | | | | 15,043 | |
| | | | | | | | |
| | | | 3,182,116 | |
Steel – 0.1% | |
Nucor Corp. | | | 2,014 | | | | 99,512 | |
| | | | | | | | |
| | | | 99,512 | |
Telecommunications Equipment – 0.1% | |
Motorola Solutions, Inc. | | | 1,002 | | | | 66,102 | |
| | | | | | | | |
| | | | 66,102 | |
Textiles, Apparel & Shoes – 0.8% | |
Coach, Inc. | | | 1,749 | | | | 71,254 | |
Hanesbrands, Inc. | | | 2,469 | | | | 62,046 | |
Michael Kors Holdings Ltd.(1) | | | 1,134 | | | | 56,110 | |
NIKE, Inc., Class B | | | 8,512 | | | | 469,863 | |
PVH Corp. | | | 520 | | | | 49,000 | |
Ralph Lauren Corp. | | | 371 | | | | 33,249 | |
Under Armour, Inc., Class A(1) | | | 1,147 | | | | 46,029 | |
Under Armour, Inc., Class C(1) | | | 1,155 | | | | 42,047 | |
VF Corp. | | | 2,149 | | | | 132,142 | |
| | | | | | | | |
| | | | 961,740 | |
| | | | | | | | |
June 30, 2016 (unaudited) | | Shares | | | Value | |
Tobacco – 1.8% | |
Altria Group, Inc. | | | 12,346 | | | $ | 851,380 | |
Philip Morris International, Inc. | | | 9,770 | | | | 993,805 | |
Reynolds American, Inc. | | | 5,223 | | | | 281,676 | |
| | | | | | | | |
| | | | 2,126,861 | |
Toys – 0.1% | |
Hasbro, Inc. | | | 707 | | | | 59,381 | |
Mattel, Inc. | | | 2,138 | | | | 66,898 | |
| | | | | | | | |
| | | | 126,279 | |
Transportation Miscellaneous – 0.5% | |
Expeditors International of Washington, Inc. | | | 1,151 | | | | 56,445 | |
United Parcel Service, Inc., Class B | | | 4,352 | | | | 468,797 | |
| | | | | | | | |
| | | | 525,242 | |
Truckers – 0.1% | |
C.H. Robinson Worldwide, Inc. | | | 905 | | | | 67,196 | |
J.B. Hunt Transport Services, Inc. | | | 571 | | | | 46,211 | |
| | | | | | | | |
| | | | 113,407 | |
Utilities: Electrical – 3.2% | |
AES Corp. | | | 4,167 | | | | 52,004 | |
Ameren Corp. | | | 1,529 | | | | 81,924 | |
American Electric Power Co., Inc. | | | 3,092 | | | | 216,718 | |
CMS Energy Corp. | | | 1,746 | | | | 80,072 | |
Consolidated Edison, Inc. | | | 1,847 | | | | 148,573 | |
Dominion Resources, Inc. | | | 3,766 | | | | 293,484 | |
DTE Energy Co. | | | 1,131 | | | | 112,105 | |
Duke Energy Corp. | | | 4,347 | | | | 372,929 | |
Edison International | | | 2,053 | | | | 159,456 | |
Entergy Corp. | | | 1,124 | | | | 91,437 | |
Eversource Energy | | | 1,999 | | | | 119,740 | |
Exelon Corp. | | | 5,810 | | | | 211,252 | |
FirstEnergy Corp. | | | 2,675 | | | | 93,384 | |
NextEra Energy, Inc. | | | 2,902 | | | | 378,421 | |
NRG Energy, Inc. | | | 1,980 | | | | 29,680 | |
PG&E Corp. | | | 3,112 | | | | 198,919 | |
Pinnacle West Capital Corp. | | | 699 | | | | 56,661 | |
PPL Corp. | | | 4,255 | | | | 160,626 | |
Public Service Enterprise Group, Inc. | | | 3,198 | | | | 149,059 | |
SCANA Corp. | | | 901 | | | | 68,170 | |
TECO Energy, Inc. | | | 1,482 | | | | 40,962 | |
The Southern Co. | | | 5,765 | | | | 309,177 | |
WEC Energy Group, Inc. | | | 1,989 | | | | 129,882 | |
Xcel Energy, Inc. | | | 3,197 | | | | 143,162 | |
| | | | | | | | |
| | | | 3,697,797 | |
Utilities: Gas Distributors – 0.3% | |
AGL Resources, Inc. | | | 758 | | | | 50,005 | |
CenterPoint Energy, Inc. | | | 2,711 | | | | 65,064 | |
NiSource, Inc. | | | 2,019 | | | | 53,544 | |
Sempra Energy | | | 1,486 | | | | 169,434 | |
| | | | | | | | |
| | | | 338,047 | |
| | | | |
10 | | | | The accompanying notes are an integral part of these financial statements. |
RS S&P 500 INDEX VIP SERIES
| | | | | | | | |
June 30, 2016 (unaudited) | | Shares | | | Value | |
Utilities: Telecommunications – 2.9% | |
AT&T, Inc.(2) | | | 38,787 | | | $ | 1,675,986 | |
CenturyLink, Inc. | | | 3,435 | | | | 99,649 | |
Frontier Communications Corp. | | | 7,359 | | | | 36,354 | |
Level 3 Communications, Inc.(1) | | | 1,818 | | | | 93,609 | |
Verizon Communications, Inc. | | | 25,687 | | | | 1,434,362 | |
| | | | | | | | |
| | | | 3,339,960 | |
Utilities: Water – 0.1% | |
American Water Works Co., Inc. | | | 1,124 | | | | 94,989 | |
| | | | | | | | |
| | | | 94,989 | |
Total Common Stocks (Cost $47,751,901) | | | | 115,174,897 | |
| | | | | | | | |
| | Principal Amount | | | Value | |
U.S. Government Securities – 0.1% | |
| | |
U.S. Treasury Note 3.125% due 5/15/2019 | | $ | 145,000 | | | | 154,980 | |
Total U.S. Government Securities (Cost $143,976) | | | | 154,980 | |
| | | | | | | | |
June 30, 2016 (unaudited) | | Principal Amount | | | Value | |
Repurchase Agreements – 1.5% | |
| | |
Fixed Income Clearing Corp. Repurchase Agreement, 0.03%, dated 6/30/2016, maturity value of $1,767,001, due 7/1/2016(3) | | $ | 1,767,000 | | | $ | 1,767,000 | |
Total Repurchase Agreements (Cost $1,767,000) | | | | 1,767,000 | |
Total Investments - 99.8% (Cost $49,662,877) | | | | 117,096,877 | |
Other Assets, Net - 0.2% | | | | 188,616 | |
Total Net Assets - 100.0% | | | $ | 117,285,493 | |
(1) | Non-income-producing security. |
(2) | Securities are segregated to cover anticipated or existing derivative positions. |
(3) | The table below presents collateral for repurchase agreements. |
| | | | | | | | | | | | |
Security | | Coupon | | | Maturity Date | | | Value | |
U.S. Treasury Inflation Indexed Note | | | 0.125% | | | | 4/15/2017 | | | $ | 1,803,011 | |
The table below presents futures contracts as of June 30, 2016:
| | | | | | | | | | | | | | | | | | | | |
Description | | Counterparty | | | Number of Contracts | | | Expiration | | | Face Value (000s) | | | Unrealized Appreciation | |
Purchased Futures Contracts | | | | | | | | | | | | | |
E-mini S&P 500 Futures | | | Goldman Sachs & Co. | | | | 19 | | | | 9/16/2016 | | | $ | 1,986 | | | $ | 19,091 | |
The following is a summary of the inputs used as of June 30, 2016, in valuing the Fund’s investments. For more information on valuation inputs, please refer to Note 1a of the accompanying Notes to Financial Statements.
| | | | | | | | | | | | | | | | |
| | Valuation Inputs | | | | |
Investments in Securities (unaudited) | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Common Stocks | | $ | 115,174,897 | | | $ | — | | | $ | — | | | $ | 115,174,897 | |
U.S. Government Securities | | | — | | | | 154,980 | | | | — | | | | 154,980 | |
Repurchase Agreements | | | — | | | | 1,767,000 | | | | — | | | | 1,767,000 | |
Other Financial Instruments: | | | | | | | | | | | | | | | | |
Financial Futures Contracts | | | 19,091 | | | | — | | | | — | | | | 19,091 | |
Total | | $ | 115,193,988 | | | $ | 1,921,980 | | | $ | — | | | $ | 117,115,968 | |
| | | | |
The accompanying notes are an integral part of these financial statements. | | | | 11 |
FINANCIAL INFORMATION — RS S&P 500 INDEX VIP SERIES
| | | | |
Statement of Assets and Liabilities As of June 30, 2016 (unaudited) | | | |
Assets | | | | |
Investments, at value | | $ | 117,096,877 | |
Cash | | | 738 | |
Cash deposits with brokers for futures contracts | | | 62,100 | |
Dividends/interest receivable | | | 130,581 | |
Receivable for fund shares subscribed | | | 64,267 | |
Receivable for variation margin on futures contracts | | | 23,099 | |
Prepaid expenses | | | 249 | |
| | | | |
Total Assets | | | 117,377,911 | |
| | | | |
| |
Liabilities | | | | |
Payable for fund shares redeemed | | | 25,923 | |
Payable to adviser | | | 14,139 | |
Accrued trustees’ fees | | | 2,346 | |
Accrued expenses/other liabilities | | | 50,010 | |
| | | | |
Total Liabilities | | | 92,418 | |
| | | | |
Total Net Assets | | $ | 117,285,493 | |
| | | | |
| |
Net Assets Consist of: | | | | |
Paid-in capital | | $ | 56,363,202 | |
Accumulated undistributed net investment income | | | 1,126,990 | |
Accumulated net realized loss from investments and futures contracts | | | (7,657,790 | ) |
Net unrealized appreciation on investments and futures contracts | | | 67,453,091 | |
| | | | |
Total Net Assets | | $ | 117,285,493 | |
| | | | |
Investments, at Cost | | $ | 49,662,877 | |
| | | | |
| |
Pricing of Shares | | | | |
Shares of Beneficial Interest Outstanding with No Par Value | | | 7,618,495 | |
Net Asset Value Per Share | | | $15.39 | |
| | | | |
| | | | |
Statement of Operations For the Six-Month Period Ended June 30, 2016 (unaudited) | |
Investment Income | | | | |
Dividends | | $ | 1,286,400 | |
Interest | | | 2,823 | |
Withholding taxes on foreign dividends | | | (300 | ) |
| | | | |
Total Investment Income | | | 1,288,923 | |
| | | | |
| |
Expenses | | | | |
Investment advisory fees | | | 142,714 | |
Custodian fees | | | 25,954 | |
Professional fees | | | 15,819 | |
Transfer agent fees | | | 11,944 | |
Administrative service fees | | | 7,264 | |
Shareholder reports | | | 6,403 | |
Trustees’ fees | | | 4,370 | |
Other expenses | | | 10,512 | |
| | | | |
Total Expenses | | | 224,980 | |
| |
Less: Fee waiver/reimbursement by adviser | | | (65,139 | ) |
| | | | |
Total Expenses, Net | | | 159,841 | |
| | | | |
Net Investment Income | | | 1,129,082 | |
| | | | |
| |
Realized Gain/(Loss) and Change in Unrealized Appreciation/Depreciation on Investments and Futures Contracts | | | | |
Net realized gain from investments | | | 2,803,226 | |
Net realized gain from futures contracts | | | 115,724 | |
Net change in unrealized appreciation/depreciation on investments | | | 76,429 | |
Net change in unrealized appreciation/depreciation on futures contracts | | | 7,006 | |
| | | | |
Net Gain on Investments and Futures Contracts | | | 3,002,385 | |
| | | | |
Net Increase in Net Assets Resulting from Operations | | $ | 4,131,467 | |
| | | | |
| | | | |
| | | | |
12 | | | | The accompanying notes are an integral part of these financial statements. |
FINANCIAL INFORMATION — RS S&P 500 INDEX VIP SERIES
| | | | | | | | |
Statements of Changes in Net Assets Six-Months-Ended Numbers are unaudited | |
| | |
| | For the Six Months Ended 6/30/16 | | | For the Year Ended 12/31/15 | |
| | | |
Operations | | | | | | | | |
Net investment income | | $ | 1,129,082 | | | $ | 2,203,820 | |
Net realized gain from investments and futures contracts | | | 2,918,950 | | | | 7,595,315 | |
Net change in unrealized appreciation/depreciation on investments and futures contracts | | | 83,435 | | | | (8,335,105 | ) |
| | | | | | | | |
Net Increase in Net Assets Resulting from Operations | | | 4,131,467 | | | | 1,464,030 | |
| | | | | | | | |
| | |
Distributions to Shareholders | | | | | | | | |
Net investment income | | | — | | | | (2,232,582 | ) |
| | | | | | | | |
Total Distributions | | | — | | | | (2,232,582 | ) |
| | | | | | | | |
| | |
Capital Share Transactions | | | | | | | | |
Proceeds from sales of shares | | | 3,626,499 | | | | 8,441,562 | |
Reinvestment of distributions | | | — | | | | 2,232,582 | |
Cost of shares redeemed | | | (9,224,397 | ) | | | (20,877,040 | ) |
| | | | | | | | |
Net Decrease in Net Assets Resulting from Capital Share Transactions | | | (5,597,898 | ) | | | (10,202,896 | ) |
| | | | | | | | |
Net Decrease in Net Assets | | | (1,466,431 | ) | | | (10,971,448 | ) |
| | | | | | | | |
| | |
Net Assets | | | | | | | | |
Beginning of period | | | 118,751,924 | | | | 129,723,372 | |
| | | | | | | | |
End of period | | $ | 117,285,493 | | | $ | 118,751,924 | |
| | | | | | | | |
Distributions in Excess of Net Investment Income Included in Net Assets | | $ | — | | | $ | (2,092 | ) |
| | | | | | | | |
Accumulated Undistributed Net Investment Income Included in Net Assets | | $ | 1,126,990 | | | $ | — | |
| | | | | | | | |
| | |
Other Information: | | | | | | | | |
Shares | | | | | | | | |
Sold | | | 246,592 | | | | 562,845 | |
Reinvested | | | — | | | | 150,646 | |
Redeemed | | | (628,176 | ) | | | (1,378,663 | ) |
| | | | | | | | |
Net Decrease | | | (381,584 | ) | | | (665,172 | ) |
| | | | | | | | |
| | | | | | | | |
| | | | |
The accompanying notes are an integral part of these financial statements. | | | | 13 |
FINANCIAL INFORMATION — RS S&P 500 INDEX VIP SERIES
The Financial Highlights table is intended to help you understand the Fund’s financial performance for the past six reporting periods. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all distributions).
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Financial Highlights Six-Months-Ended Numbers are unaudited | |
| | Net Asset Value, Beginning of Period | | | Net Investment Income | | | Net Realized and Unrealized Gain/(Loss) | | | Total Operations | | | Distributions From Net Investment Income | | | Distributions From Net Realized Capital Gains | | | Total Distributions | |
Six Months Ended 6/30/161 | | $ | 14.84 | | | $ | 0.14 | 2 | | $ | 0.41 | | | $ | 0.55 | | | $ | — | | | $ | — | | | $ | — | |
Year Ended 12/31/15 | | | 14.97 | | | | 0.27 | 2 | | | (0.12 | ) | | | 0.15 | | | | (0.28 | ) | | | — | | | | (0.28 | ) |
Year Ended 12/31/14 | | | 13.43 | | | | 0.24 | 2 | | | 1.56 | | | | 1.80 | | | | (0.26 | ) | | | — | | | | (0.26 | ) |
Year Ended 12/31/13 | | | 10.35 | | | | 0.23 | | | | 3.08 | | | | 3.31 | | | | (0.23 | ) | | | — | | | | (0.23 | ) |
Year Ended 12/31/12 | | | 9.12 | | | | 0.20 | | | | 1.23 | | | | 1.43 | | | | (0.20 | ) | | | — | | | | (0.20 | ) |
Year Ended 12/31/11 | | | 9.12 | | | | 0.17 | | | | — | | | | 0.17 | | | | (0.17 | ) | | | — | | | | (0.17 | ) |
| | | | |
14 | | | | The accompanying notes are an integral part of these financial statements. |
FINANCIAL INFORMATION — RS S&P 500 INDEX VIP SERIES
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Net Asset Value, End of Period | | | Total Return3 | | | Net Assets, End of Period (000s) | | | Net Ratio of Expenses to Average Net Assets4 | | | Gross Ratio of Expenses to Average Net Assets | | | Net Ratio of Net Investment Income to Average Net Assets4 | | | Gross Ratio of Net Investment Income to Average Net Assets | | | Portfolio Turnover Rate | |
$ | 15.39 | | | | 3.71% | | | $ | 117,285 | | | | 0.28% | | | | 0.39% | | | | 1.98% | | | | 1.87% | | | | 2% | |
| 14.84 | | | | 1.03% | | | | 118,752 | | | | 0.28% | | | | 0.39% | | | | 1.75% | | | | 1.64% | | | | 3% | |
| 14.97 | | | | 13.42% | | | | 129,723 | | | | 0.28% | | | | 0.37% | | | | 1.73% | | | | 1.64% | | | | 3% | |
| 13.43 | | | | 32.01% | | | | 133,040 | | | | 0.28% | | | | 0.36% | | | | 1.80% | | | | 1.72% | | | | 2% | |
| 10.35 | | | | 15.68% | | | | 112,834 | | | | 0.28% | | | | 0.41% | | | | 1.97% | | | | 1.84% | | | | 3% | |
| 9.12 | | | | 1.95% | | | | 100,293 | | | | 0.28% | | | | 0.38% | | | | 1.76% | | | | 1.66% | | | | 3% | |
Distributions reflect actual per-share amounts distributed for the period.
1 | Ratios for periods less than one year have been annualized, except for total return and portfolio turnover rate. |
2 | Calculated based on the average shares outstanding during the period. |
3 | Total returns do not reflect the effects of charges deducted pursuant to the terms of The Guardian Insurance & Annuity Company, Inc.‘s variable contracts. Inclusion of such charges would reduce the total returns for all periods shown. |
4 | Net Ratio of Expenses to Average Net Assets and Net Ratio of Net Investment Income to Average Net Assets include the effect of fee waivers and expense limitations and exclude the effect of custody credits, if applicable. |
| | | | |
The accompanying notes are an integral part of these financial statements. | | | | 15 |
NOTES TO FINANCIAL STATEMENTS — RS S&P 500 INDEX VIP SERIES (UNAUDITED)
June 30, 2016 (unaudited)
RS Variable Products Trust (the “Trust”), a Massachusetts business trust organized on May 18, 2006, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust currently offers eight series. RS S&P 500 Index VIP Series (the “Fund”) is a series of the Trust. The Fund is a diversified fund. The financial statements for the other remaining series of the Trust are presented in separate reports.
The Fund has authorized an unlimited number of shares of beneficial interest with no par value. The Fund currently offers only Class I shares. Shares are bought and sold at closing net asset value (“NAV”). Class I shares of the Fund are only sold to certain separate accounts of The Guardian Insurance & Annuity Company, Inc. (“GIAC”) that fund certain variable annuity and variable life insurance contracts issued by GIAC. GIAC is a wholly owned subsidiary of The Guardian Life Insurance Company of America (“Guardian Life”).
Note 1. Significant Accounting Policies
The Fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 Financial Services — Investment Companies. The following policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.
a. Investment Valuations Marketable securities are valued at the last reported sale price on the principal exchange or market on which they are traded; or, if there were no sales that day, at the mean between the closing bid and ask prices. Securities traded on the NASDAQ Stock Market, LLC (“NASDAQ”) are generally valued at the NASDAQ official closing price, which may not be the last sale price. If the NASDAQ official closing price is not available for a security, that security is generally valued at the mean between the closing bid and ask prices. Repurchase agreements are carried at cost, which approximates market value (see Note 4c). Foreign securities are valued in the currencies of the markets in which they trade and then converted to U.S. dollars by the application of foreign exchange rates at the close of the New York Stock Exchange (“NYSE”). Futures contracts shall be valued at the settlement prices
established each day by the boards of trade or exchange on which they are traded.
Securities for which market quotations are not readily available or for which market quotations may be considered unreliable are valued at their fair values as determined in accordance with guidelines and procedures adopted by the Trust’s Board of Trustees.
In accordance with FASB Accounting Standards Codification Topic 820 (“ASC Topic 820”), fair value is defined as the price that the Fund would receive upon selling an investment in an “arm’s length” transaction to a willing buyer in the principal or most advantageous market for the investment. ASC Topic 820 established a hierarchy for classification of fair value measurements for disclosure purposes. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances. The hierarchy of inputs is summarized in the three broad levels listed below.
• | | Level 1 — unadjusted quoted prices in active markets for identical investments |
• | | Level 2 — inputs other than unadjusted quoted prices that are observable either directly or indirectly (including adjusted quoted prices for similar investments, interest rates, prepayment speeds, credit risks, etc.) |
• | | Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments) |
Inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics, and other factors. A security’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Trust. The Trust considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, and provided by independent sources that are actively involved in the relevant market. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Changes in valuation techniques may result in transfers into or out of an investment’s assigned level within the hierarchy.
NOTES TO FINANCIAL STATEMENTS — RS S&P 500 INDEX VIP SERIES (UNAUDITED)
The FASB requires reporting entities to make disclosures about purchases, sales, issuances and settlements of Level 3 securities on a gross basis. For the six months ended June 30, 2016, the Fund had no securities classified as Level 3.
The Fund’s policy is to recognize transfers between Level 1, Level 2 and Level 3 at the end of the reporting period. For the six months ended June 30, 2016, there were no transfers between Level 1, Level 2 and Level 3.
In determining a security’s placement within the hierarchy, the Trust separates the Fund’s investment portfolio into two categories: investments and derivatives (e.g., futures).
Investments Investments whose values are based on quoted market prices in active markets, and are therefore classified within Level 1, include active listed equities.
Investments that trade in markets that are not considered to be active, but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within Level 2. These include certain U.S. government and sovereign obligations, most government agency securities, investment-grade corporate bonds, certain mortgage products, state, municipal and provincial obligations, and certain foreign equity securities.
Investments classified within Level 3 have significant unobservable inputs, as they trade infrequently or not at all. Level 3 investments include, among others, private placement securities. When observable prices are not available for these securities, the Trust uses one or more valuation techniques for which sufficient and reliable data is available. The inputs used by the Trust in estimating the value of Level 3 investments include, for example, the original transaction price, recent transactions in the same or similar instruments, completed or pending third-party transactions in the underlying investment or comparable issuers, subsequent rounds of financing, recapitalizations, and other transactions across the capital structure. Level 3 investments may also be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the Trust in the absence of market information. Assumptions used by the Trust due to the lack of observable inputs may significantly impact the resulting fair value and therefore the Fund’s results of operations.
Derivatives Exchange-traded derivatives, such as futures contracts and exchange traded option contracts, are typically classified within Level 1 or Level 2 of the fair value hierarchy depending on whether or not they are deemed to be actively traded.
b. Taxes The Fund intends to continue complying with the requirements of the Internal Revenue Code to qualify as a regulated investment company and to distribute substantially all net investment income and realized net capital gains, if any, to shareholders. Therefore, the Fund does not expect to be subject to income tax, and no provision for such tax has been made.
From time to time, however, the Fund may choose to pay an excise tax if the cost of making the required distribution exceeds the amount of the excise tax.
As of June 30, 2016, the Trust has reviewed the tax positions for open periods, as applicable to the Fund, and has determined that no provision for income tax is required in the Fund’s financial statements. The Trust is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months. The Fund recognizes interest and penalties, if any, related to unrecognized tax positions as income tax expense in the Statement of Operations. For the six months ended June 30, 2016, the Fund did not incur any such interest or penalties. The Fund is not subject to examination by U.S. federal tax authorities for tax years before 2012 and by state authorities for tax years before 2011.
c. Securities Transactions Securities transactions are accounted for on the date securities are purchased or sold (trade date). Realized gains or losses on securities transactions are determined on the basis of specific identification.
d. Futures Contracts The Fund may enter into financial futures contracts. In entering into such contracts, the Fund is required to deposit with the counterparty, either in cash or securities, an amount equal to a certain percentage of the face value of the contract. Subsequent payments are received or made by the Fund, depending on the daily fluctuations in the values of the contracts, and are recorded for financial statement purposes as variation margin received or paid by the Fund. Daily changes in variation margin are recognized as unrealized gains or losses by the Fund. The Fund may not achieve the anticipated benefits of the financial futures contracts and may realize a loss.
e. Investment Income Dividend income is generally recorded on the ex-dividend date. Interest income, which includes amortization/accretion of premium/discount, is accrued and recorded daily.
f. Expenses Many expenses of the Trust can be directly attributed to a specific series of the Trust. Expenses that cannot be directly attributed to a specific series of the Trust are generally apportioned among all the series in the Trust, based on relative net assets.
NOTES TO FINANCIAL STATEMENTS — RS S&P 500 INDEX VIP SERIES (UNAUDITED)
g. Distributions to Shareholders The Fund intends to declare and distribute substantially all net investment income, if any, at least once a year. Distributions of net realized capital gains, if any, are declared and paid at least once a year. Unless the Fund is instructed otherwise, all distributions to shareholders are credited in the form of additional shares of the Fund at the net asset value, recorded on the ex-dividend date.
h. Capital Accounts Due to the timing of dividend distributions and the differences in accounting for income and realized gains/(losses) for financial statement purposes versus federal income tax purposes, the fiscal year in which amounts are distributed may differ from the year in which the income and realized gains/(losses) were recorded by the Fund.
Note 2. Transactions with Affiliates
a. Advisory Fee and Expense Limitation Under the terms of the advisory agreement, which is reviewed and approved annually by the Board of Trustees, the Fund pays an investment advisory fee to RS Investment Management Co. LLC (“RS Investments”). Guardian Investor Services LLC (“GIS”), a subsidiary of Guardian Life, holds a majority interest in RS Investments. RS Investments receives an investment advisory fee based on the average daily net assets of the Fund at an annual rate of 0.25%.
RS Investments has entered into a Sub-Advisory Agreement with Park Avenue Institutional Advisers LLC (“Park Avenue”), a wholly-owned subsidiary of GIS. Park Avenue is responsible for providing day-to-day investment advisory services to the Fund, subject to the oversight of the Board of Trustees of the Trust and RS Investments. Sub-investment advisory fees paid by RS Investments to Park Avenue do not represent a separate or additional expense to the Fund.
An expense limitation has been imposed pursuant to a written agreement between RS Investments and the Trust in effect through April 30, 2017, to limit the Fund’s total annual fund operating expenses (excluding expenses indirectly incurred by the Fund through investments in pooled investment vehicles, interest, taxes, investment-related expenses (e.g., brokerage commissions), and extraordinary expenses) to 0.28% of the average daily net assets of the Fund.
RS Investments does not intend to recoup any reimbursed expenses or waived advisory fees from a prior year under expense limitations then in effect for the Fund.
b. Compensation of Trustees and Officers Trustees and officers of the Trust who are interested persons, as defined in the 1940 Act, of RS Investments receive no
compensation from the Fund for acting as such. Trustees of the Trust who are not interested persons of RS Investments receive compensation and reimbursement of expenses from the Trust.
c. Principal Underwriter RS Funds Distributor LLC (“RSFD”), a wholly owned subsidiary of RS Investments, is the principal underwriter of the Fund shares. The Trust has entered into a distribution agreement with RSFD, which governs the sale and distribution of shares of the Fund. RSFD receives no compensation from the Trust or from purchasers of the Fund shares for acting as distributor of the Class I shares.
Note 3. Federal Income Taxes
a. Distributions to Shareholders The tax character of distributions paid to shareholders during the year ended December 31, 2015, which is the most recently completed tax year, was as follows:
|
Ordinary Income |
$2,232,582 |
Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. These differences are primarily due to differing treatments of income and gains on various investment securities held by the Fund, timing differences, and differing characterizations of distributions made by the Fund.
Permanent book and tax basis differences will result in reclassifications to paid-in capital, undistributed net investment income and accumulated undistributed net realized gain/(loss) on investments and foreign currency transactions. Undistributed net investment income and accumulated undistributed net realized gain/(loss) on investments and foreign currency transactions may include temporary book and tax differences, which will reverse in a subsequent period.
As of December 31, 2015, the Fund made the following reclassifications of permanent book and tax basis differences:
| | | | | | | | |
Paid-in Capital | | Distributions in Excess of Net Investment Income | | | Accumulated Net Realized Loss | |
$103,318 | | $ | 26,670 | | | $ | (129,988 | ) |
The tax basis of distributable earnings as of December 31, 2015, was as follows:
|
Undistributed Ordinary Income |
$146,889 |
NOTES TO FINANCIAL STATEMENTS — RS S&P 500 INDEX VIP SERIES (UNAUDITED)
During any particular year, net realized gains from investment transactions, in excess of available capital loss carryforwards, would be taxable to the Fund if not distributed and, therefore, are normally distributed to shareholders annually.
During the year ended December 31, 2015, the Fund utilized $7,197,587 of capital loss carryovers. Capital loss carryovers available to the Fund at December 31, 2015, were as follows:
| | | | |
Expiring | | Amount | |
2017 | | $ | 1,777,113 | |
2018 | | | 2,431,713 | |
| | | | |
Total | | $ | 4,208,826 | |
| | | | |
| | | | |
In determining its taxable income, current tax law permits the Fund to elect to treat all or a portion of any net capital or currency loss realized after October 31 as occurring on the first day of the following fiscal year. For the year ended December 31, 2015, the Fund elected to defer net capital of $25,047.
b. Tax Basis of Investments The cost of investments for federal income tax purposes at June 30, 2016, was $55,867,020. The gross unrealized appreciation and depreciation on investments, on a tax basis, at June 30, 2016, aggregated $62,834,528 and $(1,604,671), respectively, resulting in net unrealized appreciation of $61,229,857.
Note 4. Investments
a. Investment Purchases and Sales The cost of investments purchased and the proceeds from investments sold (excluding short-term investments) amounted to $1,762,336 and $4,254,915, respectively, for the six months ended June 30, 2016.
b. Derivative Instruments and Hedging Activities The following is a summary of the fair valuation of the Fund’s derivative instruments categorized by risk exposure at June 30, 2016.
| | | | | | |
Derivative Instrument Type | | Statement of Assets and Liabilities Location | | Value | |
Financial Futures Contracts | | Net unrealized appreciation on futures contracts* | | $ | 19,091 | |
* | The cumulative appreciation of financial futures contracts is reported in the notes to the Schedule of Investments. Only the daily change in variation margin as of the reporting date is presented in the Statement of Assets and Liabilities. See Note 1d for additional information on futures contracts. |
The following is a summary of the effect of the Fund’s derivative instruments on the Statement of Operations for the six months ended June 30, 2016.
| | | | | | |
Derivative Instrument Type | | Location of Gain/ (Loss) on Derivatives Recognized in Income | | Amount | |
Financial Futures Contracts | | Net realized gain from futures contracts | | $ | 115,724 | |
| | |
| | Net change in unrealized appreciation/(depreciation) on futures contracts | | | 7,006 | |
The Fund held an average monthly face value of $2,647,520 long position E-mini S&P 500 Futures Contracts for the six months ended June 30, 2016.
The Fund entered into financial futures contracts as a substitute for the purchase or sale of securities or when there was significant cash received from fund shares sold.
c. Repurchase Agreements The collateral for repurchase agreements is either cash or fully negotiable U.S. government securities (including U.S. government agency securities). Repurchase agreements are fully collateralized (including the interest accrued thereon) and such collateral is marked to market daily while the agreements remain in force. If the value of the collateral falls below the repurchase price plus accrued interest, the Fund will typically require the seller to deposit additional collateral by the next business day. If the request for additional collateral is not met, or the seller defaults, the Fund maintains the right to sell the collateral (although it may be prevented or delayed from doing so in certain circumstances) and may be required to claim any resulting loss against the seller.
Note 5. Temporary Borrowings
The Fund, with other funds managed by RS Investments, is party to a $350 million committed revolving credit facility from State Street Bank and Trust Company and Northern Trust Company, for temporary borrowing purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. Interest is calculated based on market rates at the time of borrowing. Under the term of the credit facility, in addition to the interest charged on any borrowings by the Fund, each fund pays a commitment fee of 0.11% per annum on its share of the unused portion of the credit facility.
For the six months ended June 30, 2016, the Fund did not borrow under the facility.
NOTES TO FINANCIAL STATEMENTS — RS S&P 500 INDEX VIP SERIES (UNAUDITED)
Note 6. Legal Matters
Two lawsuits have been filed relating to the Fund’s investment in Tribune Company in connection with a leveraged buyout transaction by which Tribune Company converted to a privately-held company in 2007. One was filed in the U.S. Bankruptcy Court for the District of Delaware; the other was filed in Delaware Superior Court. Both have since been transferred to a consolidated proceeding in the U.S. District Court for the Southern District of New York. The action originally filed in Delaware Superior Court has been dismissed. On March 29, 2016, the United States Court of Appeals for the Second Circuit affirmed the District Court’s dismissal. In the action originally filed in the U.S. Bankruptcy Court, a global motion to dismiss all shareholder defendants (including the Fund) is pending. The plaintiffs seek to recover amounts paid to Tribune shareholders in the leveraged buyout transaction. The Fund received $218,212 in the leveraged buyout transaction. The Fund cannot predict the outcomes of these proceedings. If the proceedings were to be decided or settled in a manner adverse to the Fund, the payment of such judgments or settlements could have a material adverse effect on the Fund’s net asset value.
Note 7. Sales Transaction
On December 18, 2015, Victory Capital Management Inc. (“Victory Capital”) announced it had agreed to acquire RS Investments, subject to regulatory approvals in addition to customary closing conditions and consents, including approvals related to the Fund (the “Transaction”).
On January 19, 2016, the Board of Trustees of the Trust approved the reorganization of the Fund into a corresponding, newly-formed fund within the Victory family of funds (the “Acquiring Fund”) (the “Reorganization”), subject to shareholder approval of the Reorganization.
Shareholder approval of the Reorganization was obtained as described further in the supplemental information section of this report.
On July 29, 2016, the Transaction and the Reorganization were consummated.
Note 8. Review for Subsequent Events
Management has evaluated subsequent events through the issuance of the Fund’s financial statements and determined that no material events have occurred that require disclosure other than the Transaction and the Reorganization.
Note 9. Indemnifications
Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts with its vendors and others that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund. However, based on experience, the Fund expects the risk of loss to be remote.
SUPPLEMENTAL INFORMATION (UNAUDITED)
Meeting of Shareholders
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.
Proposal to Reorganize Series of the Trust into Corresponding Series of Victory Variable Insurance Funds
| | | | | | | | | | | | |
Series | | Votes For | | | Votes Against/Withheld | | | Abstentions | |
RS Emerging Markets VIP Series | | | 3,401,538.7903 | | | | 121,554.1641 | | | | 145,386.6036 | |
RS High Yield VIP Series | | | 5,793,195.7949 | | | | 122,405.5448 | | | | 178,960.0313 | |
RS International VIP Series | | | 11,622,369.8819 | | | | 574,442.1452 | | | | 541,818.2679 | |
RS Investment Quality Bond VIP Series | | | 54,956,162.2983 | | | | 1,564,144.8878 | | | | 2,175,970.0389 | |
RS Large Cap Alpha VIP Series | | | 20,943,611.9457 | | | | 633,142.5830 | | | | 1,076,570.0223 | |
RS Low Duration Bond VIP Series | | | 23,988,194.4220 | | | | 478,209.0407 | | | | 919,315.8373 | |
RS S&P 500 Index VIP Series | | | 7,275,687.8140 | | | | 235,345.5598 | | | | 322,672.9432 | |
RS Small Cap Growth Equity VIP Series | | | 6,570,019.8176 | | | | 219,096.5872 | | | | 381,825.6672 | |
Portfolio Holdings and Proxy Voting Procedures
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the Securities and Exchange Commission’s website at http://www.sec.gov. The Fund’s Form N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330. This information is also available, without charge, upon request, by calling toll-free 800-221-3253.
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 will be available (i) without charge, upon request, by calling toll-free 800-221-3253; and (ii) on the Securities and Exchange Commission’s website at http://www.sec.gov.
The Statement of Additional Information includes additional information about the Trust’s Trustees and Officers and is available, without charge, upon request by calling toll-free 800-221-3253.
This report is transmitted to shareholders only. It is not authorized for use as an offer of sale or a solicitation of an offer to buy shares of a Fund unless accompanied or preceded by that Fund’s current prospectus. Past performance results shown in this report should not be considered a representation of future performance. Investment returns and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Statements and other information herein are as dated and are subject to change.
RS VARIABLE
PRODUCTS TRUST
RS INTERNATIONAL VIP SERIES
| | |
NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE | | |
TABLE OF CONTENTS
UNDERSTANDING YOUR FUND’S EXPENSES (UNAUDITED)
By investing in the Fund, you incur two types of costs: (1) transaction costs, including, as applicable, sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including, as applicable, investment advisory fees and other Fund expenses. The example below is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2016, to June 30, 2016. The table below shows the Fund’s expenses in two ways:
Expenses based on actual return
This section of the table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Expenses based on hypothetical 5% return for comparison purposes
This section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund with the cost of investing in other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore the second section is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If these transactional costs were included, your costs would have been higher. Charges and expenses at the insurance company separate account level are not reflected in the table.
| | | | | | | | | | | | | | |
| | Beginning Account Value 1/1/16 | | Ending Account Value 6/30/16 | | | Expenses Paid During Period* 1/1/16-6/30/16 | | | Expense Ratio During Period 1/1/16-6/30/16 | |
Based on Actual Return | | $1,000.00 | | | $ 975.70 | | | | $4.47 | | | | 0.91% | |
Based on Hypothetical Return (5% Return Before Expenses) | | $1,000.00 | | | $1,020.34 | | | | $4.57 | | | | 0.91% | |
* | Expenses are equal to the Fund’s annualized expense ratio as indicated, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). |
SCHEDULE OF INVESTMENTS — RS INTERNATIONAL VIP SERIES
| | | | | | | | |
June 30, 2016 (unaudited) | | Shares | | | Value | |
Common Stocks – 94.7% | |
Australia – 5.5% | |
BHP Billiton Ltd. | | | 135,887 | | | $ | 1,893,752 | |
CSL Ltd. | | | 29,105 | | | | 2,454,499 | |
Scentre Group | | | 323,867 | | | | 1,199,589 | |
Westpac Banking Corp. | | | 178,345 | | | | 3,954,897 | |
| | | | | | | | |
| | | | | | | 9,502,737 | |
Belgium – 2.4% | |
Anheuser-Busch InBev S.A. | | | 19,287 | | | | 2,550,442 | |
Melexis N.V. | | | 26,802 | | | | 1,684,190 | |
| | | | | | | | |
| | | | | | | 4,234,632 | |
Denmark – 2.7% | |
Pandora A/S | | | 14,164 | | | | 1,929,128 | |
Royal Unibrew A/S | | | 61,057 | | | | 2,731,345 | |
| | | | | | | | |
| | | | | | | 4,660,473 | |
France – 6.5% | |
Arkema S.A. | | | 21,320 | | | | 1,629,971 | |
AXA S.A. | | | 62,556 | | | | 1,236,895 | |
Bureau Veritas S.A. | | | 105,109 | | | | 2,206,766 | |
Capgemini S.A. | | | 11,441 | | | | 987,275 | |
Cie Generale des Etablissements Michelin | | | 20,298 | | | | 1,912,895 | |
Societe Generale S.A. | | | 31,003 | | | | 969,956 | |
TOTAL S.A. | | | 48,611 | | | | 2,331,189 | |
| | | | | | | | |
| | | | | | | 11,274,947 | |
Germany – 8.7% | |
Bayer AG (Reg S) | | | 16,830 | | | | 1,690,318 | |
Daimler AG (Reg S) | | | 25,990 | | | | 1,555,198 | |
Deutsche Boerse AG | | | 15,372 | | | | 1,262,882 | |
Deutsche Wohnen AG | | | 45,216 | | | | 1,539,516 | |
HeidelbergCement AG | | | 24,525 | | | | 1,847,517 | |
SAP SE | | | 41,949 | | | | 3,150,585 | |
Siemens AG (Reg S) | | | 39,088 | | | | 4,011,255 | |
| | | | | | | | |
| | | | | | | 15,057,271 | |
Hong Kong – 4.0% | |
AIA Group Ltd. | | | 374,800 | | | | 2,249,081 | |
HKT Trust & HKT Ltd., SS | | | 1,784,000 | | | | 2,575,476 | |
Power Assets Holdings Ltd. | | | 117,000 | | | | 1,075,759 | |
The Wharf Holdings Ltd. | | | 171,000 | | | | 1,042,420 | |
| | | | | | | | |
| | | | | | | 6,942,736 | |
Italy – 3.4% | |
Enel S.p.A. | | | 556,000 | | | | 2,468,331 | |
Eni S.p.A. | | | 91,058 | | | | 1,466,687 | |
Intesa Sanpaolo S.p.A. | | | 219,683 | | | | 418,432 | |
Recordati S.p.A. | | | 51,470 | | | | 1,548,189 | |
| | | | | | | | |
| | | | | | | 5,901,639 | |
Japan – 19.6% | | | | | | | | |
Central Japan Railway Co. | | | 6,300 | | | | 1,120,540 | |
Chubu Electric Power Co., Inc. | | | 93,800 | | | | 1,334,869 | |
Fuji Electric Co. Ltd. | | | 340,000 | | | | 1,415,601 | |
| | | | | | | | |
June 30, 2016 (unaudited) | | Shares | | | Value | |
Japan (continued) | | | | | | | | |
FUJIFILM Holdings Corp. | | | 38,700 | | | $ | 1,501,576 | |
Hitachi Construction Machinery Co. Ltd. | | | 96,400 | | | | 1,407,058 | |
Hoya Corp. | | | 48,200 | | | | 1,721,511 | |
ITOCHU Corp. | | | 144,900 | | | | 1,772,592 | |
Kao Corp. | | | 32,800 | | | | 1,910,341 | |
Milbon Co. Ltd. | | | 35,200 | | | | 1,587,202 | |
Mitsubishi UFJ Financial Group, Inc. | | | 337,300 | | | | 1,512,066 | |
Mizuho Financial Group, Inc. | | | 592,600 | | | | 852,786 | |
Murata Manufacturing Co. Ltd. | | | 9,800 | | | | 1,098,723 | |
Nippon Building Fund, Inc. | | | 272 | | | | 1,675,530 | |
Nippon Telegraph & Telephone Corp. | | | 53,800 | | | | 2,522,945 | |
Nitori Holdings Co. Ltd. | | | 14,900 | | | | 1,807,132 | |
Oracle Corp. Japan | | | 23,000 | | | | 1,226,430 | |
Rohto Pharmaceutical Co. Ltd. | | | 72,920 | | | | 1,111,311 | |
Sanwa Holdings Corp. | | | 122,800 | | | | 1,116,256 | |
Tokio Marine Holdings, Inc. | | | 35,200 | | | | 1,171,845 | |
Toyota Motor Corp. | | | 95,700 | | | | 4,717,866 | |
USS Co. Ltd. | | | 86,500 | | | | 1,429,549 | |
| | | | | | | | |
| | | | | | | 34,013,729 | |
Netherlands – 1.6% | | | | | | | | |
ING Groep N.V., CVA | | | 82,944 | | | | 858,130 | |
Wolters Kluwer N.V. | | | 47,291 | | | | 1,914,869 | |
| | | | | | | | |
| | | | | | | 2,772,999 | |
New Zealand – 0.9% | | | | | | | | |
Fisher & Paykel Healthcare Corp. Ltd. | | | 220,381 | | | | 1,583,370 | |
| | | | | | | | |
| | | | | | | 1,583,370 | |
Singapore – 0.6% | | | | | | | | |
Singapore Exchange Ltd. | | | 177,800 | | | | 1,012,803 | |
| | | | | | | | |
| | | | | | | 1,012,803 | |
Spain – 2.1% | | | | | | | | |
Banco Santander S.A. | | | 319,991 | | | | 1,241,780 | |
Ferrovial S.A. | | | 125,105 | | | | 2,449,301 | |
| | | | | | | | |
| | | | | | | 3,691,081 | |
Sweden – 1.8% | | | | | | | | |
Intrum Justitia AB | | | 48,263 | | | | 1,513,652 | |
Skandinaviska Enskilda Banken AB, Class A | | | 181,649 | | | | 1,586,827 | |
| | | | | | | | |
| | | | | | | 3,100,479 | |
Switzerland – 11.6% | | | | | | | | |
Actelion Ltd. (Reg S)(1) | | | 13,758 | | | | 2,316,813 | |
Nestle S.A. (Reg S) | | | 29,864 | | | | 2,313,812 | |
Novartis AG (Reg S) | | | 40,867 | | | | 3,373,100 | |
Roche Holding AG | | | 20,685 | | | | 5,458,353 | |
Schindler Holding AG | | | 13,314 | | | | 2,410,471 | |
Swiss Re AG | | | 22,638 | | | | 1,977,212 | |
U-Blox AG(1) | | | 7,254 | | | | 1,563,761 | |
UBS Group AG (Reg S) | | | 57,725 | | | | 749,016 | |
| | | | | | | | |
| | | | | | | 20,162,538 | |
| | | | |
4 | | | | The accompanying notes are an integral part of these financial statements. |
RS INTERNATIONAL VIP SERIES
| | | | | | | | |
June 30, 2016 (unaudited) | | Shares | | | Value | |
United Kingdom – 23.3% | | | | | |
BP PLC | | | 525,359 | | | $ | 3,075,195 | |
British American Tobacco PLC | | | 75,451 | | | | 4,891,414 | |
BT Group PLC | | | 213,113 | | | | 1,171,396 | |
Croda International PLC | | | 43,587 | | | | 1,829,710 | |
Diageo PLC | | | 126,908 | | | | 3,545,258 | |
Experian PLC | | | 201,056 | | | | 3,814,446 | |
HSBC Holdings PLC | | | 429,622 | | | | 2,661,744 | |
Legal & General Group PLC | | | 314,366 | | | | 804,807 | |
National Grid PLC | | | 164,274 | | | | 2,415,702 | |
Next PLC | | | 17,498 | | | | 1,156,195 | |
RELX PLC | | | 90,780 | | | | 1,671,661 | |
Rio Tinto PLC | | | 77,592 | | | | 2,410,513 | |
Royal Dutch Shell PLC, Class A | | | 126,420 | | | | 3,472,143 | |
Smith & Nephew PLC | | | 157,813 | | | | 2,679,847 | |
Standard Chartered PLC | | | 173,507 | | | | 1,316,392 | |
Unilever PLC | | | 74,483 | | | | 3,568,863 | |
| | | | | | | | |
| | | | | | | 40,485,286 | |
Total Common Stocks (Cost $162,456,274) | | | | 164,396,720 | |
| | | | | | | | |
| | Shares | | | Value | |
Exchange-Traded Funds – 2.2% | |
iShares MSCI EAFE ETF | | | 51,866 | | | | 2,894,642 | |
SPDR Gold Shares(1) | | | 6,852 | | | | 866,915 | |
| | | | | | | | |
Total Exchange-Traded Funds (Cost $3,818,103) | | | | 3,761,557 | |
| | | | | | | | |
| | Shares | | | Value | |
Preferred Stocks – 0.8% | | | | | | | | |
Japan – 0.8% | | | | | | | | |
Ito En Ltd. | | | 79,000 | | | | 1,482,521 | |
| | | | | | | | |
| | | | | | | 1,482,521 | |
Total Preferred Stocks (Cost $1,246,076) | | | | 1,482,521 | |
| | | | | | | | |
| | Principal Amount | | | Value | |
Repurchase Agreements – 1.6% | |
| | |
Fixed Income Clearing Corp. Repurchase Agreement, 0.03%, dated 6/30/2016, maturity value of $2,863,002, due 7/1/2016(2) | | $ | 2,863,000 | | | | 2,863,000 | |
Total Repurchase Agreements (Cost $2,863,000) | | | | 2,863,000 | |
Total Investments - 99.3% (Cost $170,383,453) | | | | 172,503,798 | |
Other Assets, Net - 0.7% | | | | 1,131,331 | |
Total Net Assets - 100.0% | | | $ | 173,635,129 | |
(1) | Non-income-producing security. |
(2) | The table below presents collateral for repurchase agreements. |
| | | | | | | | | | | | |
Security | | Coupon | | | Maturity Date | | | Value | |
U.S. Treasury Note | | | 2.50% | | | | 5/15/2024 | | | $ | 2,924,550 | |
Legend:
CVA — Certificaten Van Aandelen (Certificate of Shares).
SS — Stapled Security.
| | | | |
The accompanying notes are an integral part of these financial statements. | | | | 5 |
SCHEDULE OF INVESTMENTS — RS INTERNATIONAL VIP SERIES
The following is a summary of the inputs used as of June 30, 2016, in valuing the Fund’s investments. For more information on valuation inputs, please refer to Note 1a of the accompanying Notes to Financial Statements.
| | | | | | | | | | | | | | | | |
| | Valuation Inputs | | | | |
Investments in Securities (unaudited) | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Common Stocks: | | | | | | | | | | | | | | | | |
Australia | | $ | — | | | $ | 9,502,737 | * | | $ | — | | | $ | 9,502,737 | |
Belgium | | | — | | | | 4,234,632 | * | | | — | | | | 4,234,632 | |
Denmark | | | — | | | | 4,660,473 | * | | | — | | | | 4,660,473 | |
France | | | — | | | | 11,274,947 | * | | | — | | | | 11,274,947 | |
Germany | | | — | | | | 15,057,271 | * | | | — | | | | 15,057,271 | |
Hong Kong | | | 2,575,476 | | | | 4,367,260 | * | | | — | | | | 6,942,736 | |
Italy | | | — | | | | 5,901,639 | * | | | — | | | | 5,901,639 | |
Japan | | | — | | | | 34,013,729 | * | | | — | | | | 34,013,729 | |
Netherlands | | | — | | | | 2,772,999 | * | | | — | | | | 2,772,999 | |
New Zealand | | | — | | | | 1,583,370 | * | | | — | | | | 1,583,370 | |
Singapore | | | — | | | | 1,012,803 | * | | | — | | | | 1,012,803 | |
Spain | | | — | | | | 3,691,081 | * | | | — | | | | 3,691,081 | |
Sweden | | | — | | | | 3,100,479 | * | | | — | | | | 3,100,479 | |
Switzerland | | | — | | | | 20,162,538 | * | | | — | | | | 20,162,538 | |
United Kingdom | | | — | | | | 40,485,286 | * | | | — | | | | 40,485,286 | |
Exchange-Traded Funds | | | 3,761,557 | | | | — | | | | — | | | | 3,761,557 | |
Preferred Stocks | | | — | | | | 1,482,521 | * | | | — | | | | 1,482,521 | |
Repurchase Agreements | | | — | | | | 2,863,000 | | | | — | | | | 2,863,000 | |
Total | | $ | 6,337,033 | | | $ | 166,166,765 | | | $ | — | | | $ | 172,503,798 | |
* | Consists of certain foreign securities whose values were determined by a pricing service using pricing models (See 1a in Notes to Financial Statements). These investments in securities were classified as Level 2 rather than Level 1. |
| | | | |
6 | | | | The accompanying notes are an integral part of these financial statements. |
FINANCIAL INFORMATION — RS INTERNATIONAL VIP SERIES
| | | | |
Statement of Assets and Liabilities As of June 30, 2016 (unaudited) | |
Assets | | | | |
Investments, at value | | $ | 172,503,798 | |
Cash | | | 681 | |
Foreign currency, at value | | | 33,377 | |
Receivable for investments sold | | | 922,101 | |
Dividends/interest receivable | | | 494,052 | |
Foreign tax reclaims receivable | | | 408,265 | |
Receivable for fund shares subscribed | | | 9,616 | |
Prepaid expenses | | | 382 | |
| | | | |
Total Assets | | | 174,372,272 | |
| | | | |
| |
Liabilities | | | | |
Payable for investments purchased | | | 509,860 | |
Payable to adviser | | | 114,404 | |
Payable for fund shares redeemed | | | 50,893 | |
Accrued trustees’ fees | | | 3,430 | |
Accrued expenses/other liabilities | | | 58,556 | |
| | | | |
Total Liabilities | | | 737,143 | |
| | | | |
Total Net Assets | | $ | 173,635,129 | |
| | | | |
| |
Net Assets Consist of: | | | | |
Paid-in capital | | $ | 182,237,458 | |
Accumulated undistributed net investment income | | | 2,586,359 | |
Accumulated net realized loss from investments and foreign currency transactions | | | (13,297,420 | ) |
Net unrealized appreciation on investments and translation of assets and liabilities in foreign currencies | | | 2,108,732 | |
| | | | |
Total Net Assets | | $ | 173,635,129 | |
| | | | |
Investments, at Cost | | $ | 170,383,453 | |
| | | | |
Foreign Currency, at Cost | | $ | 33,510 | |
| | | | |
| |
Pricing of Shares | | | | |
Shares of Beneficial Interest Outstanding with No Par Value | | | 12,367,429 | |
Net Asset Value Per Share | | | $14.04 | |
| | | | |
| | | | |
Statement of Operations For the Six-Month Period Ended June 30, 2016 (unaudited) | |
Investment Income | | | | |
Dividends | | $ | 4,005,006 | |
Interest | | | 80 | |
Withholding taxes on foreign dividends | | | (381,665 | ) |
| | | | |
Total Investment Income | | | 3,623,421 | |
| | | | |
| |
Expenses | | | | |
Investment advisory fees | | | 694,282 | |
Custodian fees | | | 32,027 | |
Professional fees | | | 27,179 | |
Shareholder reports | | | 9,255 | |
Administrative service fees | | | 8,089 | |
Trustees’ fees | | | 6,829 | |
Other expenses | | | 16,339 | |
| | | | |
Total Expenses | | | 794,000 | |
| | | | |
Net Investment Income | | | 2,829,421 | |
| | | | |
| |
Realized Gain/(Loss) and Change in Unrealized Appreciation/Depreciation on Investments and Foreign Currency Transactions | | | | |
Net realized loss from investments | | | (8,630,918 | ) |
Net realized loss from foreign currency transactions | | | (15,690 | ) |
Net change in unrealized appreciation/depreciation on investments | | | 1,241,634 | |
Net change in unrealized appreciation/depreciation on translation of assets and liabilities in foreign currencies | | | 13,218 | |
| | | | |
Net Loss on Investments and Foreign Currency Transactions | | | (7,391,756 | ) |
| | | | |
Net Decrease in Net Assets Resulting from Operations | | $ | (4,562,335 | ) |
| | | | |
| | | | |
| | | | |
The accompanying notes are an integral part of these financial statements. | | | | 7 |
FINANCIAL INFORMATION — RS INTERNATIONAL VIP SERIES
| | | | | | | | |
Statements of Changes in Net Assets Six-Months-Ended Numbers are unaudited | | | | | | |
| | |
| | For the Six Months Ended 6/30/16 | | | For the Year Ended 12/31/15 | |
| | | |
Operations | | | | | | | | |
Net investment income | | $ | 2,829,421 | | | $ | 4,048,502 | |
Net realized loss from investments and foreign currency transactions | | | (8,646,608 | ) | | | (441,184 | ) |
Net change in unrealized appreciation/depreciation on investments and translation of assets and liabilities in foreign currencies | | | 1,254,852 | | | | (916,324 | ) |
| | | | | | | | |
Net Increase/(Decrease) in Net Assets Resulting from Operations | | | (4,562,335 | ) | | | 2,690,994 | |
| | | | | | | | |
| | |
Distributions to Shareholders | | | | | | | | |
Net investment income | | | — | | | | (4,009,761 | ) |
Net realized gain on investments | | | — | | | | (522,629 | ) |
| | | | | | | | |
Total Distributions | | | — | | | | (4,532,390 | ) |
| | | | | | | | |
| | |
Capital Share Transactions | | | | | | | | |
Proceeds from sales of shares | | | 3,530,588 | | | | 6,675,807 | |
Reinvestment of distributions | | | — | | | | 4,532,390 | |
Cost of shares redeemed | | | (10,361,098 | ) | | | (27,868,426 | ) |
| | | | | | | | |
Net Decrease in Net Assets Resulting from Capital Share Transactions | | | (6,830,510 | ) | | | (16,660,229 | ) |
| | | | | | | | |
Net Decrease in Net Assets | | | (11,392,845 | ) | | | (18,501,625 | ) |
| | | | | | | | |
| | |
Net Assets | | | | | | | | |
Beginning of period | | | 185,027,974 | | | | 203,529,599 | |
| | | | | | | | |
End of period | | $ | 173,635,129 | | | $ | 185,027,974 | |
| | | | | | | | |
Distributions in Excess of Net Investment Income Included in Net Assets | | $ | — | | | $ | (243,062 | ) |
| | | | | | | | |
Accumulated Undistributed Net Investment Income Included in Net Assets | | $ | 2,586,359 | | | $ | — | |
| | | | | | | | |
| | |
Other Information: | | | | | | | | |
Shares | | | | | | | | |
Sold | | | 256,403 | | | | 442,303 | |
Reinvested | | | — | | | | 317,839 | |
Redeemed | | | (747,275 | ) | | | (1,815,249 | ) |
| | | | | | | | |
Net Decrease | | | (490,872 | ) | | | (1,055,107 | ) |
| | | | | | | | |
| | | | | | | | |
| | | | |
8 | | | | The accompanying notes are an integral part of these financial statements. |
This Page Intentionally Left Blank
FINANCIAL INFORMATION — RS INTERNATIONAL VIP SERIES
The Financial Highlights table is intended to help you understand the Fund’s financial performance for the past six reporting periods. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all distributions).
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Financial Highlights Six-Months-Ended Numbers are unaudited | |
| | Net Asset Value, Beginning of Period | | | Net Investment Income | | | Net Realized and Unrealized Gain/(Loss) | | | Total Operations | | | Distributions From Net Investment Income | | | Distributions From Net Realized Capital Gains | | | Total Distributions | |
Six Months Ended 6/30/161 | | $ | 14.39 | | | $ | 0.22 | 2 | | $ | (0.57 | ) | | $ | (0.35 | ) | | $ | — | | | $ | — | | | $ | — | |
Year Ended 12/31/15 | | | 14.63 | | | | 0.31 | 2 | | | (0.19 | ) | | | 0.12 | | | | (0.32 | ) | | | (0.04 | ) | | | (0.36 | ) |
Year Ended 12/31/14 | | | 17.26 | | | | 0.39 | | | | (1.30 | ) | | | (0.91 | ) | | | (0.35 | ) | | | (1.37 | ) | | | (1.72 | ) |
Year Ended 12/31/13 | | | 19.88 | | | | 0.33 | | | | 3.44 | | | | 3.77 | | | | (0.31 | ) | | | (6.08 | ) | | | (6.39 | ) |
Year Ended 12/31/12 | | | 16.99 | | | | 0.23 | | | | 2.88 | | | | 3.11 | | | | (0.22 | ) | | | — | | | | (0.22 | ) |
Year Ended 12/31/11 | | | 19.68 | | | | 0.27 | | | | (2.58 | ) | | | (2.31 | ) | | | (0.22 | ) | | | (0.16 | ) | | | (0.38 | ) |
| | | | |
10 | | | | The accompanying notes are an integral part of these financial statements. |
FINANCIAL INFORMATION — RS INTERNATIONAL VIP SERIES
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Net Asset Value, End of Period | | | Total Return3 | | | Net Assets, End of Period (000s) | | | Net Ratio of Expenses to Average Net Assets4 | | | Gross Ratio of Expenses to Average Net Assets | | | Net Ratio of Net Investment Income to Average Net Assets4 | | | Gross Ratio of Net Investment Income to Average Net Assets | | | Portfolio Turnover Rate | |
$ | 14.04 | | | | (2.43)% | | | $ | 173,635 | | | | 0.91% | | | | 0.91% | | | | 3.26% | | | | 3.26% | | | | 62% | |
| 14.39 | | | | 0.84% | | | | 185,028 | | | | 0.92% | | | | 0.92% | | | | 2.00% | | | | 2.00% | | | | 117% | |
| 14.63 | | | | (5.30)% | | | | 203,530 | | | | 0.92% | | | | 0.92% | | | | 2.23% | | | | 2.23% | | | | 193% | |
| 17.26 | | | | 20.11% | | | | 234,653 | | | | 0.92% | | | | 0.92% | | | | 1.45% | | | | 1.45% | | | | 205% | 5 |
| 19.88 | | | | 18.35% | | | | 220,996 | | | | 0.92% | | | | 0.92% | | | | 1.18% | | | | 1.18% | | | | 21% | |
| 16.99 | | | | (11.65)% | | | | 208,247 | | | | 0.91% | | | | 0.91% | | | | 1.40% | | | | 1.40% | | | | 14% | |
Distributions reflect actual per-share amounts distributed for the period.
1 | Ratios for periods less than one year have been annualized, except for total return and portfolio turnover rate. |
2 | Calculated based on the average shares outstanding during the period. |
3 | Total returns do not reflect the effects of charges deducted pursuant to the terms of The Guardian Insurance & Annuity Company, Inc.‘s variable contracts. Inclusion of such charges would reduce the total returns for all periods shown. |
4 | Net Ratio of Expenses to Average Net Assets and Net Ratio of Net Investment Income to Average Net Assets include the effect of fee waivers and expense limitations and exclude the effect of custody credits, if applicable. |
5 | The portfolio turnover rate was significantly higher than in prior periods due to trading in the Fund by the Fund’s new portfolio management team, effective as of July 1, 2013. |
| | | | |
The accompanying notes are an integral part of these financial statements. | | | | 11 |
NOTES TO FINANCIAL STATEMENTS — RS INTERNATIONAL VIP SERIES (UNAUDITED)
June 30, 2016 (unaudited)
RS Variable Products Trust (the “Trust”), a Massachusetts business trust organized on May 18, 2006, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust currently offers eight series. RS International VIP Series (the “Fund”) is a series of the Trust. The Fund is a diversified fund. The financial statements for the other remaining series of the Trust are presented in separate reports.
The Fund has authorized an unlimited number of shares of beneficial interest with no par value. The Fund currently offers only Class I shares. Shares are bought and sold at closing net asset value (“NAV”). Class I shares of the Fund are only sold to certain separate accounts of The Guardian Insurance & Annuity Company, Inc. (“GIAC”) that fund certain variable annuity and variable life insurance contracts issued by GIAC. GIAC is a wholly owned subsidiary of The Guardian Life Insurance Company of America (“Guardian Life”).
Note 1. Significant Accounting Policies
The Fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 Financial Services — Investment Companies. The following policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.
a. Investment Valuations Marketable securities are valued at the last reported sale price on the principal exchange or market on which they are traded; or, if there were no sales that day, at the mean between the closing bid and ask prices. Securities traded on the NASDAQ Stock Market, LLC (“NASDAQ”) are generally valued at the NASDAQ official closing price, which may not be the last sale price. If the NASDAQ official closing price is not available for a security, that security is generally valued at the mean between the closing bid and ask prices. Repurchase agreements are carried at cost, which approximates market value (see Note 4d). Foreign securities are valued in the currencies of the markets in which they trade and then converted to U.S. dollars by the application of foreign exchange rates at the close of the New York Stock Exchange (“NYSE”). Forward foreign currency contracts are valued at the mean
between the bid and ask rates for the specified time interpolated from rates for proximate time periods.
Securities for which market quotations are not readily available or for which market quotations may be considered unreliable are valued at their fair values as determined in accordance with guidelines and procedures adopted by the Trust’s Board of Trustees.
Securities whose values have been materially affected by events occurring before the Fund’s valuation time but after the close of the securities’ principal exchange or market may be fair valued in accordance with guidelines and procedures adopted by the Board of Trustees. In addition, the values of the Fund’s investments in foreign securities are generally determined by a pricing service using pricing models designed to estimate likely changes in the values of those securities.
In accordance with FASB Accounting Standards Codification Topic 820 (“ASC Topic 820”), fair value is defined as the price that the Fund would receive upon selling an investment in an “arm’s length” transaction to a willing buyer in the principal or most advantageous market for the investment. ASC Topic 820 established a hierarchy for classification of fair value measurements for disclosure purposes. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances. The hierarchy of inputs is summarized in the three broad levels listed below.
• | | Level 1 — unadjusted quoted prices in active markets for identical investments |
• | | Level 2 — inputs other than unadjusted quoted prices that are observable either directly or indirectly (including adjusted quoted prices for similar investments, interest rates, prepayment speeds, credit risks, etc.) |
• | | Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments) |
Inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics, and other factors. A security’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires
NOTES TO FINANCIAL STATEMENTS — RS INTERNATIONAL VIP SERIES (UNAUDITED)
significant judgment by the Trust. The Trust considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, and provided by independent sources that are actively involved in the relevant market. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Changes in valuation techniques may result in transfers into or out of an investment’s assigned level within the hierarchy.
The FASB requires reporting entities to make disclosures about purchases, sales, issuances and settlements of Level 3 securities on a gross basis. As of June 30, 2016, the Fund had no securities classified as Level 3.
The Fund’s policy is to recognize transfers between Level 1, Level 2 and Level 3 at the end of the reporting period. Transfers between Levels 1 and 2 related to certain exchange-traded foreign securities whose prices may have been affected by events occurring after the close of trading on the exchange and, as a result, whose values were determined by a pricing service using pricing models in accordance with methods approved by the Funds’ Board of Trustees. For the six months ended June 30, 2016, there were no transfers between Level 1, Level 2 and Level 3.
In determining a security’s placement within the hierarchy, the Trust separates the Fund’s investment portfolio into two categories: investments and derivatives (e.g., futures).
Investments Investments whose values are based on quoted market prices in active markets, and are therefore classified within Level 1, include active listed equities.
Investments that trade in markets that are not considered to be active, but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within Level 2. These include certain U.S. government and sovereign obligations, most government agency securities, investment-grade corporate bonds, certain mortgage products, state, municipal and provincial obligations, and certain foreign equity securities, including securities whose prices may have been affected by events occurring after the close of trading on their principal exchange or market and, as a result, whose values are determined by a pricing service as described above, or securities whose values are otherwise determined using fair valuation methods approved by the Fund’s Board of Trustees.
Investments classified within Level 3 have significant unobservable inputs, as they trade infrequently or not at all. Level 3 investments include, among others, private placement securities. When observable prices are not available for these securities, the Trust uses one or more valuation techniques for which sufficient and reliable data is available. The inputs used by the Trust in estimating the value of Level 3 investments include, for example, the original transaction price, recent transactions in the same or similar instruments, completed or pending third-party transactions in the underlying investment or comparable issuers, subsequent rounds of financing, recapitalizations, and other transactions across the capital structure. Level 3 investments may also be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the Trust in the absence of market information. Assumptions used by the Trust due to the lack of observable inputs may significantly impact the resulting fair value and therefore the Fund’s results of operations.
Derivatives Exchange-traded derivatives, such as futures contracts, exchange-traded option contracts and certain swaps, are typically classified within Level 1 or Level 2 of the fair value hierarchy depending on whether or not they are deemed to be actively traded. Certain non-exchange-traded derivatives, such as generic forwards, certain swaps and options, have inputs which can generally be corroborated by market data and are therefore classified within Level 2.
b. Taxes The Fund intends to continue complying with the requirements of the Internal Revenue Code to qualify as a regulated investment company and to distribute substantially all net investment income and realized net capital gains, if any, to shareholders. Therefore, the Fund does not expect to be subject to income tax, and no provision for such tax has been made.
From time to time, however, the Fund may choose to pay an excise tax if the cost of making the required distribution exceeds the amount of the excise tax.
As of June 30, 2016, the Trust has reviewed the tax positions for open periods, as applicable to the Fund, and has determined that no provision for income tax is required in the Fund’s financial statements. The Trust is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months. The Fund recognizes interest and penalties, if any, related to unrecognized tax positions as income tax expense in the Statement of Operations. For the six months ended June 30, 2016, the Fund did not incur any such interest or penalties. The Fund is not subject to
NOTES TO FINANCIAL STATEMENTS — RS INTERNATIONAL VIP SERIES (UNAUDITED)
examination by U.S. federal tax authorities for tax years before 2012 and by state authorities for tax years before 2011.
c. Securities Transactions Securities transactions are accounted for on the date securities are purchased or sold (trade date). Realized gains or losses on securities transactions are determined on the basis of specific identification.
d. Foreign Currency Translation The accounting records of the Fund are maintained in U.S. dollars. Investment securities and all other assets and liabilities of the Fund denominated in a foreign currency are generally translated into U.S. dollars at the exchange rates quoted at the close of the NYSE on each business day. Purchases and sales of securities, income receipts, and expense payments are translated into U.S. dollars at the exchange rates in effect on the dates of the respective transactions. The Fund does not isolate the portion of the fluctuations on investments resulting from changes in foreign currency exchange rates from the fluctuations in market prices of investments held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.
e. Investment Income Dividend income is generally recorded on the ex-dividend date. Interest income, which includes amortization/accretion of premium/discount, is accrued and recorded daily.
f. Expenses Many expenses of the Trust can be directly attributed to a specific series of the Trust. Expenses that cannot be directly attributed to a specific series of the Trust are generally apportioned among all the series in the Trust, based on relative net assets.
g. Distributions to Shareholders The Fund intends to declare and distribute substantially all net investment income, if any, at least once a year. Distributions of net realized capital gains, if any, are declared and paid at least once a year. Unless the Fund is instructed otherwise, all distributions to shareholders are credited in the form of additional shares of the Fund at the net asset value, recorded on the ex-dividend date.
h. Capital Accounts Due to the timing of dividend distributions and the differences in accounting for income and realized gains/(losses) for financial statement purposes versus federal income tax purposes, the fiscal year in which amounts are distributed may differ from the year in which the income and realized gains/(losses) were recorded by the Fund.
Note 2. Transactions with Affiliates
a. Advisory Fee Under the terms of the advisory agreement, which is reviewed and approved annually by the Board of Trustees, the Fund pays an investment advisory fee to RS Investment Management Co. LLC (“RS Investments”). Guardian Investor Services LLC (“GIS”), a subsidiary of Guardian Life, holds a majority interest in RS Investments. RS Investments receives an investment advisory fee based on the average daily net assets of the Fund at an annual rate of 0.80%.
b. Compensation of Trustees and Officers Trustees and officers of the Trust who are interested persons, as defined in the 1940 Act, of RS Investments receive no compensation from the Fund for acting as such. Trustees of the Trust who are not interested persons of RS Investments receive compensation and reimbursement of expenses from the Trust.
c. Principal Underwriter RS Funds Distributor LLC (“RSFD”), a wholly owned subsidiary of RS Investments, is the principal underwriter of the Fund shares. The Trust has entered into a distribution agreement with RSFD, which governs the sale and distribution of shares of the Fund. RSFD receives no compensation from the Trust or from purchasers of the Fund shares for acting as distributor of the Class I shares.
Note 3. Federal Income Taxes
a. Distributions to Shareholders The tax character of distributions paid to shareholders during the year ended December 31, 2015, which is the most recently completed tax year, was as follows:
| | | | |
Ordinary Income | | Long-Term Capital Gains | |
$4,010,984 | | $ | 521,406 | |
Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. These differences are primarily due to differing treatments of income and gains on various investment securities held by the Fund, timing differences, and differing characterizations of distributions made by the Fund.
Permanent book and tax basis differences will result in reclassifications to paid-in capital, undistributed net investment income and accumulated undistributed net realized gain/(loss) on investments and foreign currency transactions. Undistributed net investment income and accumulated undistributed net realized gain/(loss) on investments and foreign currency transactions may include temporary book and tax differences, which will reverse in a subsequent period.
NOTES TO FINANCIAL STATEMENTS — RS INTERNATIONAL VIP SERIES (UNAUDITED)
As of December 31, 2015, the Fund made the following reclassifications of permanent book and tax basis differences:
| | | | |
Distributions in Excess of Net Investment Income | | Accumulated Net Realized Loss | |
$(192,529) | | $ | 192,529 | |
The tax basis of distributable earnings as of December 31, 2015, was as follows:
| | | | | | | | | | |
| | | Undistributed Ordinary Income | | | | |
| | | | | $15,452 | | | | | |
During any particular year, net realized gains from investment transactions, in excess of available capital loss carryforwards, would be taxable to the Fund if not distributed and, therefore, are normally distributed to shareholders annually.
Capital loss carryovers available to the Fund at December 31, 2015 were $1,548,438, with no expiration date.
In determining its taxable income, current tax law permits the Fund to elect to treat all or a portion of any net capital or currency loss realized after October 31 as occurring on the first day of the following fiscal year. For the year ended December 31, 2015, the Fund elected to defer net capital losses of $1,129,729.
b. Tax Basis of Investments The cost of investments for federal income tax purposes at June 30, 2016, was $175,574,215. The gross unrealized appreciation and depreciation on investments, on a tax basis, at June 30, 2016, aggregated $5,259,247 and $(8,329,664), respectively, resulting in net unrealized depreciation of $(3,070,417).
Note 4. Investments
a. Investment Purchases and Sales The cost of investments purchased and the proceeds from investments sold (excluding short-term investments) amounted to $106,711,192 and $112,360,572, respectively, for the six months ended June 30, 2016.
b. Foreign Securities Foreign securities investments involve special risks and considerations not typically associated with U.S. investments. These risks include, but are not limited to, currency risk; adverse political, regulatory, social, and economic developments; and less reliable information about issuers. Moreover, securities of
some foreign companies may be less liquid and their prices more volatile than those of comparable U.S. companies.
c. Industry or Sector Concentration In its normal course of business, the Fund may invest a significant portion of its assets in companies within a limited number of industries or sectors. As a result, the Fund may be subject to a greater risk of loss than that of a fund invested in a wider spectrum of industries or sectors because the stocks of many or all of the companies in the industry, group of industries, sector, or sectors may decline in value due to developments adversely affecting the industry, group of industries, sector, or sectors.
d. Repurchase Agreements The collateral for repurchase agreements is either cash or fully negotiable U.S. government securities (including U.S. government agency securities). Repurchase agreements are fully collateralized (including the interest accrued thereon) and such collateral is marked to market daily while the agreements remain in force. If the value of the collateral falls below the repurchase price plus accrued interest, the Fund will typically require the seller to deposit additional collateral by the next business day. If the request for additional collateral is not met, or the seller defaults, the Fund maintains the right to sell the collateral (although it may be prevented or delayed from doing so in certain circumstances) and may be required to claim any resulting loss against the seller.
Note 5. Temporary Borrowings
The Fund, with other funds managed by RS Investments, is party to a $350 million committed revolving credit facility from State Street Bank and Trust Company and Northern Trust Company, for temporary borrowing purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. Interest is calculated based on market rates at the time of borrowing. Under the term of the credit facility, in addition to the interest charged on any borrowings by the Fund, each fund pays a commitment fee of 0.11% per annum on its share of the unused portion of the credit facility.
For the six months ended June 30, 2016, the Fund borrowed under the facility as follows:
| | | | | | | | | | | | |
Amount Outstanding at 6/30/16 | | Average Borrowing* | | | Days Borrowings Outstanding | | | Average Interest Rate* | |
$— | | $ | 250,000 | | | | 4 | | | | 1.68% | |
* | For the six months ended June 30, 2016, based on the number of days borrowings were outstanding. |
NOTES TO FINANCIAL STATEMENTS — RS INTERNATIONAL VIP SERIES (UNAUDITED)
Note 6. Sales Transaction
On December 18, 2015, Victory Capital Management Inc. (“Victory Capital”) announced it had agreed to acquire RS Investments, subject to regulatory approvals in addition to customary closing conditions and consents, including approvals related to the Fund (the “Transaction”).
On January 19, 2016, the Board of Trustees of the Trust approved the reorganization of the Fund into a corresponding, newly-formed fund within the Victory family of funds (the ”Acquiring Fund”) (the “Reorganization”), subject to shareholder approval of the Reorganization.
Shareholder approval of the Reorganization was obtained as described further in the supplemental information section of this report.
On July 29, 2016, the Transaction and the Reorganization were consummated.
Note 7. Review for Subsequent Events
Management has evaluated subsequent events through the issuance of the Fund’s financial statements and determined that no material events have occurred that require disclosure other than the Transaction and the Reorganization.
Note 8. Indemnifications
Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts with its vendors and others that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund. However, based on experience, the Fund expects the risk of loss to be remote.
SUPPLEMENTAL INFORMATION (UNAUDITED)
Meeting of Shareholders
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.
Proposal to Reorganize Series of the Trust into Corresponding Series of Victory Variable Insurance Funds
| | | | | | | | | | | | |
Series | | Votes For | | | Votes Against/ Withheld | | | Abstentions | |
RS Emerging Markets VIP Series | | | 3,401,538.7903 | | | | 121,554.1641 | | | | 145,386.6036 | |
RS High Yield VIP Series | | | 5,793,195.7949 | | | | 122,405.5448 | | | | 178,960.0313 | |
RS International VIP Series | | | 11,622,369.8819 | | | | 574,442.1452 | | | | 541,818.2679 | |
RS Investment Quality Bond VIP Series | | | 54,956,162.2983 | | | | 1,564,144.8878 | | | | 2,175,970.0389 | |
RS Large Cap Alpha VIP Series | | | 20,943,611.9457 | | | | 633,142.5830 | | | | 1,076,570.0223 | |
RS Low Duration Bond VIP Series | | | 23,988,194.4220 | | | | 478,209.0407 | | | | 919,315.8373 | |
RS S&P 500 Index VIP Series | | | 7,275,687.8140 | | | | 235,345.5598 | | | | 322,672.9432 | |
RS Small Cap Growth Equity VIP Series | | | 6,570,019.8176 | | | | 219,096.5872 | | | | 381,825.6672 | |
Portfolio Holdings and Proxy Voting Procedures
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the Securities and Exchange Commission’s website at http://www.sec.gov. The Fund’s Form N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330. This information is also available, without charge, upon request, by calling toll-free 800-221-3253.
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 will be available (i) without charge, upon request, by calling toll-free 800-221-3253; and (ii) on the Securities and Exchange Commission’s website at http://www.sec.gov.
The Statement of Additional Information includes additional information about the Trust’s Trustees and Officers and is available, without charge, upon request by calling toll-free 800-221-3253.
This report is transmitted to shareholders only. It is not authorized for use as an offer of sale or a solicitation of an offer to buy shares of a Fund unless accompanied or preceded by that Fund’s current prospectus. Past performance results shown in this report should not be considered a representation of future performance. Investment returns and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Statements and other information herein are as dated and are subject to change.
RS VARIABLE
PRODUCTS TRUST
RS EMERGING MARKETS VIP SERIES
| | |
NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE | | |
TABLE OF CONTENTS
UNDERSTANDING YOUR FUND’S EXPENSES (UNAUDITED)
By investing in the Fund, you incur two types of costs: (1) transaction costs, including, as applicable, sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including, as applicable, investment advisory fees and other Fund expenses. The example below is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2016, to June 30, 2016. The table below shows the Fund’s expenses in two ways:
Expenses based on actual return
This section of the table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Expenses based on hypothetical 5% return for comparison purposes
This section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund with the cost of investing in other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore the second section is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If these transactional costs were included, your costs would have been higher. Charges and expenses at the insurance company separate account level are not reflected in the table.
| | | | | | | | | | | | | | |
| | Beginning Account Value 1/1/16 | | Ending Account Value 6/30/16 | | | Expenses Paid During Period* 1/1/16-6/30/16 | | | Expense Ratio During Period 1/1/16-6/30/16 | |
Based on Actual Return | | $1,000.00 | | | $1,054.20 | | | | $7.00 | | | | 1.37% | |
Based on Hypothetical Return (5% Return Before Expenses) | | $1,000.00 | | | $1,018.05 | | | | $6.87 | | | | 1.37% | |
* | Expenses are equal to the Fund’s annualized expense ratio as indicated, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). |
SCHEDULE OF INVESTMENTS — RS EMERGING MARKETS VIP SERIES
| | | | | | | | |
June 30, 2016 (unaudited) | | Shares | | | Value | |
Common Stocks – 95.8% | | | | | | | | |
Argentina – 1.4% | | | | | | | | |
Grupo Financiero Galicia S.A., ADR | | | 10,712 | | | $ | 327,145 | |
Pampa Energia S.A., ADR(1) | | | 8,050 | | | | 220,087 | |
YPF S.A., ADR | | | 5,966 | | | | 114,547 | |
| | | | | | | | |
| | | | | | | 661,779 | |
Brazil – 6.3% | |
BB Seguridade Participacoes S.A. | | | 30,000 | | | | 262,522 | |
Cia de Saneamento Basico do Estado de Sao Paulo, ADR | | | 35,613 | | | | 319,092 | |
Cia Paranaense de Energia, ADR | | | 57,762 | | | | 518,703 | |
Cosan Ltd., Class A | | | 40,601 | | | | 264,312 | |
EcoRodovias Infraestrutura e Logistica S.A. | | | 168,700 | | | | 440,092 | |
Estacio Participacoes S.A. | | | 44,400 | | | | 234,419 | |
M Dias Branco S.A. | | | 8,200 | | | | 270,330 | |
Sao Martinho S.A. | | | 24,800 | | | | 412,111 | |
Telefonica Brasil S.A., ADR | | | 20,977 | | | | 285,287 | |
| | | | | | | | |
| | | | | | | 3,006,868 | |
Chile – 0.4% | |
Banco Santander Chile, ADR | | | 10,205 | | | | 197,671 | |
| | | | | | | | |
| | | | | | | 197,671 | |
Czech Republic – 0.9% | |
Erste Group Bank AG(1) | | | 8,886 | | | | 202,316 | |
Moneta Money Bank A.S.(1) | | | 79,750 | | | | 234,812 | |
| | | | | | | | |
| | | | | | | 437,128 | |
Hong Kong – 0.5% | |
Man Wah Holdings Ltd. | | | 161,200 | | | | 232,156 | |
| | | | | | | | |
| | | | | | | 232,156 | |
Hungary – 0.5% | |
OTP Bank PLC | | | 9,527 | | | | 213,189 | |
| | | | | | | | |
| | | | | | | 213,189 | |
India – 8.9% | |
Bharat Petroleum Corp. Ltd. | | | 17,004 | | | | 271,775 | |
Dewan Housing Finance Corp. Ltd. | | | 147,976 | | | | 448,935 | |
HDFC Bank Ltd., ADR | | | 6,625 | | | | 439,569 | |
Infosys Ltd. | | | 31,949 | | | | 554,976 | |
IRB Infrastructure Developers Ltd. | | | 134,968 | | | | 428,143 | |
ITC Ltd. | | | 78,786 | | | | 432,047 | |
Power Grid Corp. of India Ltd. | | | 184,456 | | | | 446,333 | |
Tata Motors Ltd., ADR(1) | | | 13,646 | | | | 473,107 | |
Welspun India Ltd. | | | 216,500 | | | | 350,340 | |
Yes Bank Ltd. | | | 24,267 | | | | 397,990 | |
| | | | | | | | |
| | | | | | | 4,243,215 | |
Indonesia – 4.4% | |
PT Adhi Karya (Persero) Tbk | | | 798,100 | | | | 169,063 | |
PT Bank Negara Indonesia (Persero) Tbk | | | 1,362,200 | | | | 539,825 | |
PT Bank Rakyat Indonesia (Persero) Tbk | | | 345,000 | | | | 283,877 | |
| | | | | | | | |
June 30, 2016 (unaudited) | | Shares | | | Value | |
Indonesia (continued) | | | | | | | | |
PT Ciputra Development Tbk | | | 1,452,900 | | | $ | 160,360 | |
PT Gudang Garam Tbk | | | 53,400 | | | | 279,398 | |
PT Sri Rejeki Isman Tbk | | | 9,551,900 | | | | 188,938 | |
PT Telekomunikasi Indonesia (Persero) Tbk | | | 1,496,200 | | | | 455,212 | |
| | | | | | | | |
| | | | | | | 2,076,673 | |
Malaysia – 1.2% | |
AirAsia Bhd | | | 844,100 | | | | 546,524 | |
| | | | | | | | |
| | | | | | | 546,524 | |
Mexico – 4.2% | |
Alsea S.A.B. de C.V. | | | 58,300 | | | | 221,943 | |
Cemex S.A.B. de C.V., ADR(1) | | | 32,127 | | | | 198,223 | |
Controladora Vuela Cia de Aviacion S.A.B. de C.V., Class A(1) | | | 140,800 | | | | 264,464 | |
Gruma S.A.B. de C.V., Class B | | | 16,097 | | | | 231,560 | |
Grupo Aeroportuario del Pacifico S.A.B. de C.V., ADR | | | 2,560 | | | | 262,733 | |
Grupo Mexico S.A.B. de C.V., Series B | | | 61,654 | | | | 144,469 | |
Macquarie Mexico Real Estate Management S.A. de C.V.(1) | | | 183,800 | | | | 241,078 | |
OHL Mexico S.A.B. de C.V.(1) | | | 205,500 | | | | 251,781 | |
Unifin Financiera S.A.B. de C.V. SOFOM ENR | | | 77,300 | | | | 193,688 | |
| | | | | | | | |
| | | | | | | 2,009,939 | |
People’s Republic of China – 24.5% | |
AAC Technologies Holdings, Inc. | | | 25,000 | | | | 213,891 | |
Alibaba Group Holding Ltd., ADR(1) | | | 8,186 | | | | 651,033 | |
Angang Steel Co. Ltd., H shares(1) | | | 388,000 | | | | 173,639 | |
Baidu, Inc., ADR(1) | | | 2,205 | | | | 364,156 | |
Bank of China Ltd., H shares | | | 1,352,000 | | | | 545,138 | |
China Communications Construction Co. Ltd., H shares | | | 441,000 | | | | 478,083 | |
China Construction Bank Corp., H shares | | | 1,815,638 | | | | 1,212,737 | |
China Maple Leaf Educational Systems Ltd. | | | 396,000 | | | | 357,319 | |
China Merchants Bank Co. Ltd., H shares | | | 129,000 | | | | 290,368 | |
China Mobile Ltd. | | | 74,758 | | | | 864,744 | |
China Petroleum & Chemical Corp., H shares | | | 650,000 | | | | 468,863 | |
China Resources Gas Group Ltd. | | | 82,000 | | | | 250,434 | |
China Resources Land Ltd. | | | 224,000 | | | | 527,844 | |
Chinasoft International Ltd.(1) | | | 534,000 | | | | 210,075 | |
CNOOC Ltd. | | | 369,000 | | | | 461,072 | |
CSPC Pharmaceutical Group Ltd. | | | 456,000 | | | | 405,648 | |
NetEase, Inc., ADR | | | 1,403 | | | | 271,088 | |
New Oriental Education & Technology Group, Inc., ADR | | | 8,314 | | | | 348,190 | |
Nine Dragons Paper Holdings Ltd. | | | 287,000 | | | | 220,787 | |
| | | | |
4 | | | | The accompanying notes are an integral part of these financial statements. |
RS EMERGING MARKETS VIP SERIES
| | | | | | | | |
June 30, 2016 (unaudited) | | Shares | | | Value | |
People’s Republic of China (continued) | |
PICC Property & Casualty Co. Ltd., H shares | | | 202,000 | | | $ | 319,007 | |
Ping An Insurance (Group) Co. of China Ltd., H shares | | | 144,000 | | | | 638,017 | |
Tencent Holdings Ltd. | | | 85,430 | | | | 1,961,962 | |
Weichai Power Co. Ltd., H shares | | | 365,000 | | | | 375,814 | |
| | | | | | | | |
| | | | | | | 11,609,909 | |
Peru – 0.7% | |
Credicorp Ltd. | | | 2,244 | | | | 346,316 | |
| | | | | | | | |
| | | | | | | 346,316 | |
Philippines – 0.3% | |
Vista Land & Lifescapes, Inc. | | | 1,450,400 | | | | 165,566 | |
| | | | | | | | |
| | | | | | | 165,566 | |
Poland – 0.6% | |
Jeronimo Martins SGPS S.A. | | | 17,512 | | | | 276,195 | |
KRUK S.A. | | | 59 | | | | 3,018 | |
| | | | | | | | |
| | | | | | | 279,213 | |
Russia – 3.9% | |
Lukoil PJSC, ADR | | | 10,486 | | | | 438,124 | |
Novolipetsk Steel PJSC, GDR | | | 17,100 | | | | 222,300 | |
Rosneft PJSC, GDR (Reg S) | | | 93,095 | | | | 476,646 | |
Sberbank of Russia PJSC, ADR | | | 40,531 | | | | 354,838 | |
X5 Retail Group N.V., GDR (Reg S)(1) | | | 18,074 | | | | 359,673 | |
| | | | | | | | |
| | | | | | | 1,851,581 | |
Singapore – 0.7% | |
Golden Agri-Resources Ltd. | | | 1,276,800 | | | | 334,075 | |
| | | | | | | | |
| | | | | | | 334,075 | |
South Africa – 6.3% | |
AngloGold Ashanti Ltd.(1) | | | 15,000 | | | | 270,878 | |
Barclays Africa Group Ltd. | | | 35,453 | | | | 347,729 | |
Capitec Bank Holdings Ltd. | | | 6,054 | | | | 245,578 | |
Naspers Ltd., N shares | | | 6,821 | | | | 1,041,532 | |
Sanlam Ltd. | | | 107,074 | | | | 442,345 | |
Steinhoff International Holdings N.V. | | | 77,356 | | | | 443,766 | |
Telkom S.A. SOC Ltd. | | | 46,436 | | | | 209,528 | |
| | | | | | | | |
| | | | 3,001,356 | |
South Korea – 15.5% | |
Hite Jinro Co. Ltd. | | | 12,372 | | | | 257,473 | |
Hyundai Development Co. | | | 5,822 | | | | 201,980 | |
Hyundai Marine & Fire Insurance Co. Ltd. | | | 18,836 | | | | 480,309 | |
Kia Motors Corp. | | | 8,607 | | | | 324,307 | |
Korea Electric Power Corp. | | | 4,711 | | | | 247,290 | |
Korea Zinc Co. Ltd. | | | 803 | | | | 356,090 | |
LG Chem Ltd. | | | 1,595 | | | | 364,248 | |
Mando Corp. | | | 2,596 | | | | 492,980 | |
NAVER Corp. | | | 640 | | | | 396,490 | |
| | | | | | | | |
June 30, 2016 (unaudited) | | Shares | | | Value | |
South Korea (continued) | | | | | | | | |
Osstem Implant Co. Ltd.(1) | | | 3,903 | | | $ | 265,855 | |
Partron Co. Ltd. | | | 20,246 | | | | 187,043 | |
Samkee Automotive Co. Ltd. | | | 40,791 | | | | 143,418 | |
Samsung Electronics Co. Ltd. | | | 1,669 | | | | 2,078,491 | |
SFA Engineering Corp. | | | 5,923 | | | | 256,910 | |
Shinhan Financial Group Co. Ltd. | | | 14,527 | | | | 477,488 | |
SK Hynix, Inc. | | | 19,305 | | | | 549,362 | |
SK Innovation Co. Ltd. | | | 2,092 | | | | 257,764 | |
| | | | | | | | |
| | | | 7,337,498 | |
Taiwan – 10.9% | |
Casetek Holdings Ltd. | | | 40,000 | | | | 141,035 | |
Formosa Plastics Corp. | | | 175,000 | | | | 424,394 | |
Fubon Financial Holding Co. Ltd. | | | 489,000 | | | | 576,546 | |
Hon Hai Precision Industry Co. Ltd. | | | 93,000 | | | | 239,594 | |
Hota Industrial Manufacturing Co. Ltd. | | | 63,000 | | | | 295,621 | |
Land Mark Optoelectronics Corp. | | | 13,000 | | | | 184,295 | |
Powertech Technology, Inc. | | | 215,000 | | | | 480,048 | |
Taiwan Mobile Co. Ltd. | | | 126,000 | | | | 440,401 | |
Taiwan Semiconductor Manufacturing Co. Ltd. | | | 356,259 | | | | 1,795,437 | |
TCI Co. Ltd. | | | 57,000 | | | | 257,189 | |
Tong Yang Industry Co. Ltd. | | | 220,000 | | | | 327,830 | |
| | | | | | | | |
| | | | 5,162,390 | |
Thailand – 1.9% | |
GFPT PCL (Reg F)(2)(3) | | | 614,300 | | | | 190,087 | |
Supalai PCL (Reg F)(3) | | | 266,700 | | | | 181,850 | |
Thai Union Group PCL (Reg F)(2)(3) | | | 494,400 | | | | 310,467 | |
The Siam Cement PCL (Reg F) | | | 17,300 | | | | 234,964 | |
| | | | | | | | |
| | | | 917,368 | |
Turkey – 1.3% | |
Celebi Hava Servisi A.S. | | | 20,218 | | | | 163,392 | |
TAV Havalimanlari Holding A.S. | | | 51,252 | | | | 220,107 | |
Turkiye Garanti Bankasi A.S. | | | 96,421 | | | | 254,689 | |
| | | | | | | | |
| | | | 638,188 | |
United Arab Emirates – 0.5% | |
First Gulf Bank PJSC | | | 67,369 | | | | 231,601 | |
| | | | | | | | |
| | | | 231,601 | |
Total Common Stocks (Cost $41,496,392) | | | | 45,500,203 | |
| | | | | | | | |
| | Shares | | | Value | |
Preferred Stocks – 1.7% | | | | | | | | |
Brazil – 1.7% | | | | | | | | |
Itau Unibanco Holding S.A. | | | 85,797 | | | | 809,280 | |
| | | | | | | | |
| | | | | | | 809,280 | |
Total Preferred Stocks (Cost $981,478) | | | | 809,280 | |
| | | | |
The accompanying notes are an integral part of these financial statements. | | | | 5 |
SCHEDULE OF INVESTMENTS — RS EMERGING MARKETS VIP SERIES
| | | | | | | | |
June 30, 2016 (unaudited) | | Principal Amount | | | Value | |
Repurchase Agreements – 1.3% | | | | | |
| | |
Fixed Income Clearing Corp. Repurchase Agreement, 0.03%, dated 6/30/2016, maturity value of $630,001, due 7/1/2016(4) | | $ | 630,000 | | | $ | 630,000 | |
Total Repurchase Agreements (Cost $630,000) | | | | | | | 630,000 | |
Total Investments — 98.8% (Cost $43,107,870) | | | | | | | 46,939,483 | |
Other Assets, Net – 1.2% | | | | | | | 546,622 | |
Total Net Assets – 100.0% | | | | | | $ | 47,486,105 | |
(1) | Non-income-producing security. |
(2) | Foreign shares are valued based on the last trade price of the local shares. |
(3) | Fair valued security. See 1a in Notes to Financial Statements. |
(4) | The table below presents collateral for repurchase agreements. |
| | | | | | | | | | | | |
Security | | Coupon | | | Maturity Date | | | Value | |
U.S. Treasury Note | | | 2.50% | | | | 5/15/2024 | | | $ | 643,838 | |
Legend:
ADR — American Depositary Receipt.
GDR — Global Depositary Receipt.
The following is a summary of the inputs used as of June 30, 2016, in valuing the Fund’s investments. For more information on valuation inputs, please refer to Note 1a of the accompanying Notes to Financial Statements.
| | | | | | | | | | | | | | | | |
| | Valuation Inputs | | | | |
Investments in Securities (unaudited) | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Common Stocks: | | | | | | | | | | | | | | | | |
Argentina | | $ | 661,779 | | | $ | — | | | $ | — | | | $ | 661,779 | |
Brazil | | | 3,006,868 | | | | — | | | | — | | | | 3,006,868 | |
Chile | | | 197,671 | | | | — | | | | — | | | | 197,671 | |
Czech Republic | | | 234,812 | | | | 202,316 | * | | | — | | | | 437,128 | |
Hong Kong | | | — | | | | 232,156 | * | | | — | | | | 232,156 | |
Hungary | | | — | | | | 213,189 | * | | | — | | | | 213,189 | |
India | | | 912,676 | | | | 3,330,539 | * | | | — | | | | 4,243,215 | |
Indonesia | | | — | | | | 2,076,673 | * | | | — | | | | 2,076,673 | |
Malaysia | | | — | | | | 546,524 | * | | | — | | | | 546,524 | |
Mexico | | | 2,009,939 | | | | — | | | | — | | | | 2,009,939 | |
People’s Republic of China | | | 1,634,467 | | | | 9,975,442 | * | | | — | | | | 11,609,909 | |
Peru | | | 346,316 | | | | — | | | | — | | | | 346,316 | |
Philippines | | | — | | | | 165,566 | * | | | — | | | | 165,566 | |
Poland | | | 3,018 | | | | 276,195 | * | | | — | | | | 279,213 | |
Russia | | | 1,450,324 | | | | 401,257 | * | | | — | | | | 1,851,581 | |
Singapore | | | — | | | | 334,075 | * | | | — | | | | 334,075 | |
South Africa | | | — | | | | 3,001,356 | * | | | — | | | | 3,001,356 | |
South Korea | | | — | | | | 7,337,498 | * | | | — | | | | 7,337,498 | |
Taiwan | | | — | | | | 5,162,390 | * | | | — | | | | 5,162,390 | |
Thailand | | | — | | | | 917,368 | * | | | — | | | | 917,368 | |
Turkey | | | — | | | | 638,188 | * | | | — | | | | 638,188 | |
United Arab Emirates | | | — | | | | 231,601 | * | | | — | | | | 231,601 | |
Preferred Stocks | | | 809,280 | | | | — | | | | — | | | | 809,280 | |
Repurchase Agreements | | | — | | | | 630,000 | | | | — | | | | 630,000 | |
Total | | $ | 11,267,150 | | | $ | 35,672,333 | | | $ | — | | | $ | 46,939,483 | |
* | Consists of certain foreign securities whose values were determined by a pricing service using pricing models (See 1a in Notes to Financial Statements). These investments in securities were classified as Level 2 rather than Level 1. |
| | | | |
6 | | | | The accompanying notes are an integral part of these financial statements. |
FINANCIAL INFORMATION — RS EMERGING MARKETS VIP SERIES
| | | | |
Statement of Assets and Liabilities As of June 30, 2016 (unaudited) | |
Assets | | | | |
Investments, at value | | $ | 46,939,483 | |
Cash | | | 736 | |
Foreign currency, at value | | | 210,447 | |
Dividends/interest receivable | | | 362,084 | |
Receivable for investments sold | | | 297,285 | |
Receivable for fund shares subscribed | | | 31,564 | |
Foreign tax reclaims receivable | | | 1,428 | |
Prepaid expenses | | | 74 | |
| | | | |
Total Assets | | | 47,843,101 | |
| | | | |
| |
Liabilities | | | | |
Payable for investments purchased | | | 212,339 | |
Accrued foreign capital gains tax | | | 66,330 | |
Payable to adviser | | | 38,089 | |
Accrued trustees’ fees | | | 753 | |
Payable for fund shares redeemed | | | 362 | |
Accrued expenses/other liabilities | | | 39,123 | |
| | | | |
Total Liabilities | | | 356,996 | |
| | | | |
Total Net Assets | | $ | 47,486,105 | |
| | | | |
| |
Net Assets Consist of: | | | | |
Paid-in capital | | $ | 49,663,838 | |
Accumulated undistributed net investment income | | | 362,299 | |
Accumulated net realized loss from investments, foreign currency transactions and foreign capital gains tax | | | (6,308,748 | ) |
Net unrealized appreciation on investments, foreign capital gains tax and translation of assets and liabilities in foreign currencies | | | 3,768,716 | |
| | | | |
Total Net Assets | | $ | 47,486,105 | |
| | | | |
Investments, at Cost | | $ | 43,107,870 | |
| | | | |
Foreign Currency, at Cost | | $ | 208,838 | |
| | | | |
| |
Pricing of Shares | | | | |
Shares of Beneficial Interest Outstanding with No Par Value | | | 3,757,123 | |
Net Asset Value Per Share | | | $12.64 | |
| | | | |
Statement of Operations For the Six-Month Period Ended June 30, 2016 (unaudited) | |
Investment Income | | | | |
Dividends | | $ | 759,697 | |
Withholding taxes on foreign dividends | | | (82,283 | ) |
| | | | |
Total Investment Income | | | 677,414 | |
| | | | |
| |
Expenses | | | | |
Investment advisory fees | | | 229,935 | |
Custodian fees | | | 40,847 | |
Professional fees | | | 22,236 | |
Shareholder reports | | | 3,887 | |
Administrative service fees | | | 2,159 | |
Trustees’ fees | | | 1,895 | |
Other expenses | | | 13,929 | |
| | | | |
Total Expenses | | | 314,888 | |
| | | | |
Net Investment Income | | | 362,526 | |
| | | | |
| |
Realized Gain/(Loss) and Change in Unrealized Appreciation/Depreciation on Investments, Foreign Currency Transactions and Foreign Capital Gains Tax | | | | |
Net realized loss from investments | | | (3,170,912 | ) |
Net realized loss from foreign currency transactions | | | (26,804 | ) |
Foreign capital gains taxes paid | | | (6,481 | ) |
Net change in unrealized appreciation/depreciation on investments | | | 5,294,384 | |
Net change in unrealized appreciation/depreciation on translation of assets and liabilities in foreign currencies | | | 3,821 | |
Net change in accrued foreign capital gains tax | | | (61,349 | ) |
| | | | |
Net Gain on Investments, Foreign Currency Transactions and Foreign Capital Gains Tax | | | 2,032,659 | |
| | | | |
Net Increase in Net Assets Resulting from Operations | | $ | 2,395,185 | |
| | | | |
| | | | |
| | | | |
The accompanying notes are an integral part of these financial statements. | | | | 7 |
FINANCIAL INFORMATION — RS EMERGING MARKETS VIP SERIES
| | | | | | | | |
Statements of Changes in Net Assets Six-Months-Ended Numbers are unaudited | | | | | | |
| | |
| | For the Six Months Ended 6/30/16 | | | For the Year Ended 12/31/15 | |
| | | |
Operations | | | | | | | | |
Net investment income | | $ | 362,526 | | | $ | 531,566 | |
Net realized loss from investments, foreign currency transactions and foreign capital gains tax | | | (3,204,197 | ) | | | (2,857,807 | ) |
Net change in unrealized appreciation/depreciation on investments, foreign capital gains tax and translation of assets and liabilities in foreign currencies | | | 5,236,856 | | | | (4,834,529 | ) |
| | | | | | | | |
Net Increase/(Decrease) in Net Assets Resulting from Operations | | | 2,395,185 | | | | (7,160,770 | ) |
| | | | | | | | |
| | |
Distributions to Shareholders | | | | | | | | |
Net investment income | | | — | | | | (244,072 | ) |
| | | | | | | | |
Total Distributions | | | — | | | | (244,072 | ) |
| | | | | | | | |
Capital Share Transactions | | | | | | | | |
Proceeds from sales of shares | | | 2,547,751 | | | | 3,193,234 | |
Reinvestment of distributions | | | — | | | | 244,072 | |
Cost of shares redeemed | | | (5,882,770 | ) | | | (10,388,357 | ) |
| | | | | | | | |
Net Decrease in Net Assets Resulting from Capital Share Transactions | | | (3,335,019 | ) | | | (6,951,051 | ) |
| | | | | | | | |
Net Decrease in Net Assets | | | (939,834 | ) | | | (14,355,893 | ) |
| | | | | | | | |
Net Assets | | | | | | | | |
Beginning of period | | | 48,425,939 | | | | 62,781,832 | |
| | | | | | | | |
End of period | | $ | 47,486,105 | | | $ | 48,425,939 | |
| | | | | | | | |
Distributions in Excess of Net Investment Income Included in Net Assets | | $ | — | | | $ | (227 | ) |
| | | | | | | | |
Accumulated Undistributed Net Investment Income Included in Net Assets | | $ | 362,299 | | | $ | — | |
| | | | | | | | |
| | |
Other Information: | | | | | | | | |
Shares | | | | | | | | |
Sold | | | 214,257 | | | | 234,520 | |
Reinvested | | | — | | | | 20,356 | |
Redeemed | | | (496,702 | ) | | | (761,046 | ) |
| | | | | | | | |
Net Decrease | | | (282,445 | ) | | | (506,170 | ) |
| | | | | | | | |
| | | | | | | | |
| | | | |
8 | | | | The accompanying notes are an integral part of these financial statements. |
This Page Intentionally Left Blank
FINANCIAL INFORMATION — RS EMERGING MARKETS VIP SERIES
The Financial Highlights table is intended to help you understand the Fund’s financial performance for the past six reporting periods. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all distributions).
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Financial Highlights Six-Months-Ended Numbers are unaudited | | | | | | | | | | | | | | | | |
| | Net Asset Value, Beginning of Period | | | Net Investment Income | | | Net Realized and Unrealized Gain/(Loss) | | | Total Operations | | | Distributions From Net Investment Income | | | Distributions From Net Realized Capital Gains | | | Total Distributions | |
Six Months Ended 6/30/161 | | $ | 11.99 | | | $ | 0.09 | 2 | | $ | 0.56 | | | $ | 0.65 | | | $ | — | | | $ | — | | | $ | — | |
Year Ended 12/31/15 | | | 13.81 | | | | 0.13 | 2 | | | (1.89 | ) | | | (1.76 | ) | | | (0.06 | ) | | | — | | | | (0.06 | ) |
Year Ended 12/31/14 | | | 14.79 | | | | 0.14 | | | | (0.70 | ) | | | (0.56 | ) | | | (0.15 | ) | | | (0.27 | ) | | | (0.42 | ) |
Year Ended 12/31/13 | | | 18.02 | | | | 0.14 | | | | (0.94 | ) | | | (0.80 | ) | | | (0.04 | ) | | | (2.51 | ) | | | (2.55 | ) |
Year Ended 12/31/12 | | | 16.56 | | | | 0.09 | | | | 2.15 | | | | 2.24 | | | | (0.13 | ) | | | (0.65 | ) | | | (0.78 | ) |
Year Ended 12/31/11 | | | 24.48 | | | | 0.09 | | | | (5.30 | ) | | | (5.21 | ) | | | — | | | | (2.71 | ) | | | (2.71 | ) |
| | | | |
10 | | | | The accompanying notes are an integral part of these financial statements. |
FINANCIAL INFORMATION — RS EMERGING MARKETS VIP SERIES
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Increase from Contribution by Adviser | | | Net Asset Value, End of Period | | | Total Return3 | | | Net Assets, End of Period (000s) | | | Net Ratio of Expenses to Average Net Assets4 | | | Gross Ratio of Expenses to Average Net Assets | | | Net Ratio of Net Investment Income to Average Net Assets4 | | | Gross Ratio of Net Investment Income to Average Net Assets | | | Portfolio Turnover Rate | |
$ | — | | | $ | 12.64 | | | | 5.42% | | | $ | 47,486 | | | | 1.37% | | | | 1.37% | | | | 1.58% | | | | 1.58% | | | | 52% | |
| — | | | | 11.99 | | | | (12.74)% | | | | 48,426 | | | | 1.35% | | | | 1.35% | | | | 0.92% | | | | 0.92% | | | | 123% | |
| — | | | | 13.81 | | | | (3.71)% | | | | 62,782 | | | | 1.35% | | | | 1.35% | | | | 0.94% | | | | 0.94% | | | | 135% | |
| 0.12 | | | | 14.79 | | | | (3.47)%5 | | | | 74,908 | | | | 1.33% | | | | 1.33% | | | | 0.91% | | | | 0.91% | | | | 248%6 | |
| — | | | | 18.02 | | | | 13.59% | | | | 92,080 | | | | 1.27% | | | | 1.27% | | | | 0.66% | | | | 0.66% | | | | 47% | |
| — | | | | 16.56 | | | | (20.97)% | | | | 97,133 | | | | 1.19% | | | | 1.19% | | | | 0.60% | | | | 0.60% | | | | 41% | |
Distributions reflect actual per-share amounts distributed for the period.
1 | Ratios for periods less than one year have been annualized, except for total return and portfolio turnover rate. |
2 | Calculated based on the average shares outstanding during the period. |
3 | Total returns do not reflect the effects of charges deducted pursuant to the terms of The Guardian Insurance & Annuity Company, Inc.’s variable contracts. Inclusion of such charges would reduce the total returns for all periods shown. |
4 | Net Ratio of Expenses to Average Net Assets and Net Ratio of Net Investment Income to Average Net Assets include the effect of fee waivers and expense limitations and exclude the effect of custody credits, if applicable. |
5 | Without the effect of the contribution by the adviser, total return would have been (4.00)%. |
6 | The portfolio turnover rate was significantly higher than in prior periods due to trading in the Fund by the Fund’s new portfolio management team, effective as of March 1, 2013. |
| | | | |
The accompanying notes are an integral part of these financial statements. | | | | 11 |
NOTES TO FINANCIAL STATEMENTS — RS EMERGING MARKETS VIP SERIES (UNAUDITED)
June 30, 2016 (unaudited)
RS Variable Products Trust (the “Trust”), a Massachusetts business trust organized on May 18, 2006, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust currently offers eight series. RS Emerging Markets VIP Series (the “Fund”) is a series of the Trust. The Fund is a diversified fund. The financial statements for the other remaining series of the Trust are presented in separate reports.
The Fund has authorized an unlimited number of shares of beneficial interest with no par value. The Fund currently offers only Class I shares. Shares are bought and sold at closing net asset value (“NAV”). Class I shares of the Fund are only sold to certain separate accounts of The Guardian Insurance & Annuity Company, Inc. (“GIAC”) that fund certain variable annuity and variable life insurance contracts issued by GIAC. GIAC is a wholly owned subsidiary of The Guardian Life Insurance Company of America (“Guardian Life”).
Note 1. Significant Accounting Policies
The Fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 Financial Services — Investment Companies. The following policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.
a. Investment Valuations Marketable securities are valued at the last reported sale price on the principal exchange or market on which they are traded; or, if there were no sales that day, at the mean between the closing bid and ask prices. Securities traded on the NASDAQ Stock Market, LLC (“NASDAQ”) are generally valued at the NASDAQ official closing price, which may not be the last sale price. If the NASDAQ official closing price is not available for a security, that security is generally valued at the mean between the closing bid and ask prices. Repurchase agreements are carried at cost, which approximates market value (see Note 4d). Foreign securities are valued in the currencies of the markets in which they trade and then converted to U.S. dollars by the application of foreign exchange rates at the close of the New York Stock Exchange (“NYSE”). Forward foreign currency contracts are valued at the mean
between the bid and ask rates for the specified time interpolated from rates for proximate time periods.
Securities for which market quotations are not readily available or for which market quotations may be considered unreliable are valued at their fair values as determined in accordance with guidelines and procedures adopted by the Trust’s Board of Trustees.
Securities whose values have been materially affected by events occurring before the Fund’s valuation time but after the close of the securities’ principal exchange or market may be fair valued in accordance with guidelines and procedures adopted by the Board of Trustees. In addition, the values of the Fund’s investments in foreign securities are generally determined by a pricing service using pricing models designed to estimate likely changes in the values of those securities.
In accordance with FASB Accounting Standards Codification Topic 820 (“ASC Topic 820”), fair value is defined as the price that the Fund would receive upon selling an investment in an “arm’s length” transaction to a willing buyer in the principal or most advantageous market for the investment. ASC Topic 820 established a hierarchy for classification of fair value measurements for disclosure purposes. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances. The hierarchy of inputs is summarized in the three broad levels listed below.
• | | Level 1 — unadjusted quoted prices in active markets for identical investments |
• | | Level 2 — inputs other than unadjusted quoted prices that are observable either directly or indirectly (including adjusted quoted prices for similar investments, interest rates, prepayment speeds, credit risks, etc.) |
• | | Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments) |
Inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics, and other factors. A security’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires
NOTES TO FINANCIAL STATEMENTS — RS EMERGING MARKETS VIP SERIES (UNAUDITED)
significant judgment by the Trust. The Trust considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, and provided by independent sources that are actively involved in the relevant market. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Changes in valuation techniques may result in transfers into or out of an investment’s assigned level within the hierarchy.
The FASB requires reporting entities to make disclosures about purchases, sales, issuances and settlements of
Level 3 securities on a gross basis. As of June 30, 2016, the Fund had no securities classified as Level 3.
The Fund’s policy is to recognize transfers between Level 1, Level 2 and Level 3 at the end of the reporting period. Transfers between Levels 1 and 2 related to certain exchange-traded foreign securities whose prices may have been affected by events occurring after the close of trading on the exchange and, as a result, whose values were determined by a pricing service using pricing models in accordance with methods approved by the Funds’ Board of Trustees.
Transfers into and out of each level of the fair value hierarchy for the six months ended June 30, 2016, were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Transfers into Level 1 | | | Transfers (out) of Level 1 | | | Transfers into Level 2 | | | Transfers (out) of Level 2 | | | Transfers into Level 3 | | | Transfers (out) of Level 3 | |
Common Stocks | | $ | 262,522 | | | $ | (443,766 | ) | | $ | 443,766 | | | $ | (262,522 | ) | | $ | — | | | $ | — | |
Preferred Stocks | | | 809,280 | | | | — | | | | — | | | | (809,280 | ) | | | — | | | | — | |
In determining a security’s placement within the hierarchy, the Trust separates the Fund’s investment portfolio into two categories: investments and derivatives (e.g., futures).
Investments Investments whose values are based on quoted market prices in active markets, and are therefore classified within Level 1, include active listed equities.
Investments that trade in markets that are not considered to be active, but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within Level 2. These include certain U.S. government and sovereign obligations, most government agency securities, investment-grade corporate bonds, certain mortgage products, state, municipal and provincial obligations, and certain foreign equity securities, including securities whose prices may have been affected by events occurring after the close of trading on their principal exchange or market and, as a result, whose values are determined by a pricing service as described above, or securities whose values are otherwise determined using fair valuation methods approved by the Fund’s Board of Trustees.
Investments classified within Level 3 have significant unobservable inputs, as they trade infrequently or not at all. Level 3 investments include, among others, private placement securities. When observable prices are not available for these securities, the Trust uses one or more valuation techniques for which sufficient and reliable data
is available. The inputs used by the Trust in estimating the value of Level 3 investments include, for example, the original transaction price, recent transactions in the same or similar instruments, completed or pending third-party transactions in the underlying investment or comparable issuers, subsequent rounds of financing, recapitalizations, and other transactions across the capital structure. Level 3 investments may also be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the Trust in the absence of market information. Assumptions used by the Trust due to the lack of observable inputs may significantly impact the resulting fair value and therefore the Fund’s results of operations.
Derivatives Exchange-traded derivatives, such as futures contracts, exchange-traded option contracts and certain swaps, are typically classified within Level 1 or Level 2 of the fair value hierarchy depending on whether or not they are deemed to be actively traded. Certain non-exchange-traded derivatives, such as generic forwards, certain swaps and options, have inputs which can generally be corroborated by market data and are therefore classified within Level 2.
b. Taxes The Fund intends to continue complying with the requirements of the Internal Revenue Code to qualify as a regulated investment company and to distribute substantially all net investment income and realized net capital gains, if any, to shareholders. Therefore, the Fund does not expect to be subject to income tax, and no provision for such tax has been made.
NOTES TO FINANCIAL STATEMENTS — RS EMERGING MARKETS VIP SERIES (UNAUDITED)
From time to time, however, the Fund may choose to pay an excise tax if the cost of making the required distribution exceeds the amount of the excise tax.
As of June 30, 2016, the Trust has reviewed the tax positions for open periods, as applicable to the Fund, and has determined that no provision for income tax is required in the Fund’s financial statements. The Trust is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months. The Fund recognizes interest and penalties, if any, related to unrecognized tax positions as income tax expense in the Statement of Operations. For the six months ended June 30, 2016, the Fund did not incur any such interest or penalties. The Fund is not subject to examination by U.S. federal tax authorities for tax years before 2012 and by state authorities for tax years before 2011.
c. Securities Transactions Securities transactions are accounted for on the date securities are purchased or sold (trade date). Realized gains or losses on securities transactions are determined on the basis of specific identification.
d. Foreign Currency Translation The accounting records of the Fund are maintained in U.S. dollars. Investment securities and all other assets and liabilities of the Fund denominated in a foreign currency are generally translated into U.S. dollars at the exchange rates quoted at the close of the NYSE on each business day. Purchases and sales of securities, income receipts, and expense payments are translated into U.S. dollars at the exchange rates in effect on the dates of the respective transactions. The Fund does not isolate the portion of the fluctuations on investments resulting from changes in foreign currency exchange rates from the fluctuations in market prices of investments held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.
e. Foreign Capital Gains Tax Gains realized by the Fund on the sale of securities in certain foreign countries are subject to non-U.S. taxes. The Fund records a liability based on unrealized gains to provide for non-U.S. taxes likely to be payable upon the sale of such securities.
f. Investment Income Dividend income is generally recorded on the ex-dividend date. Interest income, which includes amortization/accretion of premium/discount, is accrued and recorded daily.
g. Expenses Many expenses of the Trust can be directly attributed to a specific series of the Trust. Expenses that cannot be directly attributed to a specific series of the Trust are generally apportioned among all the series in the Trust, based on relative net assets.
h. Distributions to Shareholders The Fund intends to declare and distribute substantially all net investment income, if any, at least once a year. Distributions of net realized capital gains, if any, are declared and paid at least once a year. Unless the Fund is instructed otherwise, all distributions to shareholders are credited in the form of additional shares of the Fund at the net asset value, recorded on the ex-dividend date.
i. Capital Accounts Due to the timing of dividend distributions and the differences in accounting for income and realized gains/(losses) for financial statement purposes versus federal income tax purposes, the fiscal year in which amounts are distributed may differ from the year in which the income and realized gains/(losses) were recorded by the Fund.
Note 2. Transactions with Affiliates
a. Advisory Fee Under the terms of the advisory agreement, which is reviewed and approved annually by the Board of Trustees, the Fund pays an investment advisory fee to RS Investment Management Co. LLC (“RS Investments”). Guardian Investor Services LLC (“GIS”), a subsidiary of Guardian Life, holds a majority interest in RS Investments. RS Investments receives an investment advisory fee based on the average daily net assets of the Fund at an annual rate of 1.00%.
b. Compensation of Trustees and Officers Trustees and officers of the Trust who are interested persons, as defined in the 1940 Act, of RS Investments receive no compensation from the Fund for acting as such. Trustees of the Trust who are not interested persons of RS Investments receive compensation and reimbursement of expenses from the Trust.
c. Principal Underwriter RS Funds Distributor LLC (“RSFD”), a wholly owned subsidiary of RS Investments, is the principal underwriter of the Fund shares. The Trust has entered into a distribution agreement with RSFD, which governs the sale and distribution of shares of the Fund. RSFD receives no compensation from the Trust or from purchasers of the Fund shares for acting as distributor of the Class I shares.
NOTES TO FINANCIAL STATEMENTS — RS EMERGING MARKETS VIP SERIES (UNAUDITED)
Note 3. Federal Income Taxes
a. Distributions to Shareholders The tax character of distributions paid to shareholders during the year ended December 31, 2015, which is the most recently completed tax year, was as follows:
Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. These differences are primarily due to differing treatments of income and gains on various investment securities held by the Fund, timing differences, and differing characterizations of distributions made by the Fund.
Permanent book and tax basis differences will result in reclassifications to paid-in capital, undistributed net investment income and accumulated undistributed net realized gain/(loss) on investments and foreign currency transactions. Undistributed net investment income and accumulated undistributed net realized gain/(loss) on investments and foreign currency transactions may include temporary book and tax differences, which will reverse in a subsequent period.
As of December 31, 2015, the Fund made the following reclassifications of permanent book and tax basis differences:
| | | | | | |
Distributions in Excess of Net Investment Income | | | Accumulated Net Realized Loss | |
| $(107,232) | | | | $107,232 | |
During any particular year, net realized gains from investment transactions, in excess of available capital loss carryforwards, would be taxable to the Fund if not distributed and, therefore, are normally distributed to shareholders annually.
Capital loss carryovers available to the Fund at December 31, 2015 were $1,724,725, with no expiration date.
In determining its taxable income, current tax law permits the Fund to elect to treat all or a portion of any net capital or currency loss realized after October 31 as occurring on the first day of the following fiscal year. For the year ended December 31, 2015, the Fund elected to defer net capital losses of $588,810.
b. Tax Basis of Investments The cost of investments for federal income tax purposes at June 30, 2016, was
$43,463,528. The gross unrealized appreciation and depreciation on investments, on a tax basis, at June 30, 2016, aggregated $5,364,122 and $(1,888,167), respectively, resulting in net unrealized appreciation of $3,475,955.
Note 4. Investments
a. Investment Purchases and Sales The cost of investments purchased and the proceeds from investments sold (excluding short-term investments) amounted to $23,926,848 and $27,304,300, respectively, for the six months ended June 30, 2016.
b. Foreign Securities Foreign securities investments involve special risks and considerations not typically associated with U.S. investments. These risks include, but are not limited to, currency risk; adverse political, regulatory, social, and economic developments; and less reliable information about issuers. Moreover, securities of some foreign companies may be less liquid and their prices more volatile than those of comparable U.S. companies.
c. Industry or Sector Concentration In its normal course of business, the Fund may invest a significant portion of its assets in companies within a limited number of industries or sectors. As a result, the Fund may be subject to a greater risk of loss than that of a fund invested in a wider spectrum of industries or sectors because the stocks of many or all of the companies in the industry, group of industries, sector, or sectors may decline in value due to developments adversely affecting the industry, group of industries, sector, or sectors.
Investing in developing countries can add additional risk, such as high rates of inflation or sharply devalued currencies against the U.S. dollar. Transaction costs are often higher and there may be delays in settlement procedures.
d. Repurchase Agreements The collateral for repurchase agreements is either cash or fully negotiable U.S. government securities (including U.S. government agency securities). Repurchase agreements are fully collateralized (including the interest accrued thereon) and such collateral is marked to market daily while the agreements remain in force. If the value of the collateral falls below the repurchase price plus accrued interest, the Fund will typically require the seller to deposit additional collateral by the next business day. If the request for additional collateral is not met, or the seller defaults, the Fund maintains the right to sell the collateral (although it may be prevented or delayed from doing so in certain circumstances) and may be required to claim any resulting loss against the seller.
NOTES TO FINANCIAL STATEMENTS — RS EMERGING MARKETS VIP SERIES (UNAUDITED)
Note 5. Temporary Borrowings
The Fund, with other funds managed by RS Investments, is party to a $350 million committed revolving credit facility from State Street Bank and Trust Company and Northern Trust Company, for temporary borrowing purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. Interest is calculated based on market rates at the time of borrowing. Under the term of the credit facility, in addition to the interest charged on any borrowings by the Fund, each fund pays a commitment fee of 0.11% per annum on its share of the unused portion of the credit facility.
For the six months ended June 30, 2016, the Fund borrowed under the facility as follows:
| | | | | | | | | | | | | | |
Amount Outstanding at 6/30/16 | | | Average Borrowing* | | | Days Borrowings Outstanding | | | Average Interest Rate* | |
| $— | | | $ | 335,714 | | | | 7 | | | | 1.69% | |
* | For the six months ended June 30, 2016, based on the number of days borrowings were outstanding. |
Note 6. Sales Transaction
On December 18, 2015, Victory Capital Management Inc. (“Victory Capital”) announced it had agreed to acquire RS Investments, subject to regulatory approvals in addition to customary closing conditions and consents, including approvals related to the Fund (the “Transaction”).
On January 19, 2016, the Board of Trustees of the Trust approved the reorganization of the Fund into a corresponding, newly-formed fund within the Victory family of funds (the “Acquiring Fund”) (the “Reorganization”), subject to shareholder approval of the Reorganization.
Shareholder approval of the Reorganization was obtained as described further in the supplemental information section of this report.
On July 29, 2016, the Transaction and the Reorganization were consummated.
Note 7. Review for Subsequent Events
Management has evaluated subsequent events through the issuance of the Fund’s financial statements and determined that no material events have occurred that require disclosure other than the Transaction and the Reorganization.
Note 8. Indemnifications
Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts with its vendors and others that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund. However, based on experience, the Fund expects the risk of loss to be remote.
SUPPLEMENTAL INFORMATION (UNAUDITED)
Meeting of Shareholders
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.
Proposal to Reorganize Series of the Trust into Corresponding Series of Victory Variable Insurance Funds
| | | | | | | | | | | | |
Series | | Votes For | | | Votes Against/ Withheld | | | Abstentions | |
RS Emerging Markets VIP Series | | | 3,401,538.7903 | | | | 121,554.1641 | | | | 145,386.6036 | |
RS High Yield VIP Series | | | 5,793,195.7949 | | | | 122,405.5448 | | | | 178,960.0313 | |
RS International VIP Series | | | 11,622,369.8819 | | | | 574,442.1452 | | | | 541,818.2679 | |
RS Investment Quality Bond VIP Series | | | 54,956,162.2983 | | | | 1,564,144.8878 | | | | 2,175,970.0389 | |
RS Large Cap Alpha VIP Series | | | 20,943,611.9457 | | | | 633,142.5830 | | | | 1,076,570.0223 | |
RS Low Duration Bond VIP Series | | | 23,988,194.4220 | | | | 478,209.0407 | | | | 919,315.8373 | |
RS S&P 500 Index VIP Series | | | 7,275,687.8140 | | | | 235,345.5598 | | | | 322,672.9432 | |
RS Small Cap Growth Equity VIP Series | | | 6,570,019.8176 | | | | 219,096.5872 | | | | 381,825.6672 | |
Portfolio Holdings and Proxy Voting Procedures
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the Securities and Exchange Commission’s website at http://www.sec.gov. The Fund’s Form N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330. This information is also available, without charge, upon request, by calling toll-free 800-221-3253.
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 will be available (i) without charge, upon request, by calling toll-free 800-221-3253; and (ii) on the Securities and Exchange Commission’s website at http://www.sec.gov.
The Statement of Additional Information includes additional information about the Trust’s Trustees and Officers and is available, without charge, upon request by calling toll-free 800-221-3253.
This report is transmitted to shareholders only. It is not authorized for use as an offer of sale or a solicitation of an offer to buy shares of a Fund unless accompanied or preceded by that Fund’s current prospectus. Past performance results shown in this report should not be considered a representation of future performance. Investment returns and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Statements and other information herein are as dated and are subject to change.
RS VARIABLE
PRODUCTS TRUST
RS INVESTMENT QUALITY BOND VIP SERIES
| | |
NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE | | |
TABLE OF CONTENTS
UNDERSTANDING YOUR FUND’S EXPENSES (UNAUDITED)
By investing in the Fund, you incur two types of costs: (1) transaction costs, including, as applicable, sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including as applicable, investment advisory fees; and other Fund expenses. The example below is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period January 1, 2016, to June 30, 2016. The table below shows the Fund’s expenses in two ways:
Expenses based on actual return
This section of the table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Expenses based on hypothetical 5% return for comparison purposes
This section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund with the cost of investing in other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore the second section is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If these transactional costs were included, your costs would have been higher. Charges and expenses at the insurance company separate account level are not reflected in the table.
| | | | | | | | | | | | | | |
| | Beginning Account Value 1/1/16 | | Ending Account Value 6/30/16 | | | Expenses Paid During Period* 1/1/16-6/30/16 | | | Expense Ratio During Period 1/1/16-6/30/16 | |
Based on Actual Return | | $1,000.00 | | | $1,055.90 | | | | $2.86 | | | | 0.56% | |
Based on Hypothetical Return (5% Return Before Expenses) | | $1,000.00 | | | $1,022.08 | | | | $2.82 | | | | 0.56% | |
* | Expenses are equal to the Fund’s annualized expense ratio as indicated, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). |
SCHEDULE OF INVESTMENTS — RS INVESTMENT QUALITY BOND VIP SERIES
| | | | | | | | |
June 30, 2016 (unaudited) | | Principal Amount | | | Value | |
Agency Mortgage-Backed Securities – 10.7% | |
FHLMC 4.00% due 1/1/2041(1) | | $ | 3,323,602 | | | $ | 3,572,506 | |
7.00% due 9/1/2038 | | | 102,853 | | | | 125,990 | |
1534 Z 5.00% due 6/15/2023 | | | 189,121 | | | | 202,119 | |
3227 PR 5.50% due 9/15/2035(1) | | | 1,419,401 | | | | 1,463,609 | |
FNMA | | | | | | | | |
2.483% due 8/1/2046(2) | | | 244,851 | | | | 245,550 | |
2.535% due 12/1/2036(2) | | | 342,744 | | | | 360,186 | |
3.00% due 4/1/2043 - 7/1/2043 | | | 13,470,844 | | | | 14,009,962 | |
3.50% due 11/1/2042 - 2/1/2046 | | | 26,022,948 | | | | 27,465,858 | |
4.00% due 9/1/2040 - 1/1/2045 | | | 19,476,350 | | | | 20,893,858 | |
4.50% due 12/1/2038 - 3/1/2044 | | | 6,188,149 | | | | 6,766,654 | |
5.00% due 4/1/2023 - 12/1/2039 | | | 2,817,315 | | | | 3,128,459 | |
5.50% due 1/1/2038 - 2/1/2039 | | | 1,679,942 | | | | 1,887,958 | |
6.00% due 8/1/2021 | | | 106,129 | | | | 115,782 | |
7.00% due 2/1/2032 - 6/1/2032 | | | 64,910 | | | | 79,394 | |
7.50% due 12/1/2029 | | | 76,553 | | | | 93,534 | |
8.00% due 1/1/2030 - 9/1/2030 | | | 38,073 | | | | 45,936 | |
GNMA | | | | | | | | |
6.00% due 10/15/2032 - 12/15/2033 | | | 195,712 | | | | 228,683 | |
| | | | | | | | |
Total Agency Mortgage-Backed Securities (Cost $78,353,747) | | | | 80,686,038 | |
| | | | | | | | |
| | Principal Amount | | | Value | |
Asset-Backed Securities – 3.2% | | | | | |
Ameriquest Mortgage Securities, Inc. 2003-5 A6 4.359% due 4/25/2033(2) | | | 296,724 | | | | 301,229 | |
Avis Budget Rental Car Funding AESOP LLC 2014-1A A 2.46% due 7/20/2020(3) | | | 4,000,000 | | | | 4,056,500 | |
CNH Equipment Trust 2012-C A4 0.87% due 9/16/2019(1) | | | 6,340,749 | | | | 6,338,858 | |
DB Master Finance LLC 2015-1A A2I 3.262% due 2/20/2045(3) | | | 1,422,000 | | | | 1,435,225 | |
Domino’s Pizza Master Issuer LLC 2012-1A A2 5.216% due 1/25/2042(1)(3) | | | 4,012,850 | | | | 4,130,025 | |
Ford Credit Floorplan Master Owner Trust 2012-5 A 1.49% due 9/15/2019(1) | | | 5,550,000 | | | | 5,576,712 | |
| | | | | | | | |
| | | | | | | | |
June 30, 2016 (unaudited) | | Principal Amount | | | Value | |
Asset-Backed Securities (continued) | | | | | |
Synchrony Credit Card Master Note Trust 2012-6 A 1.36% due 8/17/2020 | | $ | 2,300,000 | | | $ | 2,305,825 | |
| | | | | | | | |
Total Asset-Backed Securities (Cost $23,940,196) | | | | | | | 24,144,374 | |
| | | | | | | | |
| | Principal Amount | | | Value | |
Commercial Mortgage-Backed Securities – 8.8% | |
Banc of America Commercial Mortgage Trust 2008-1 A4 6.436% due 2/10/2051(2) | | | 1,297,476 | | | | 1,365,537 | |
Bear Stearns Commercial Mortgage Securities Trust 2007-PW16 AM 5.91% due 6/11/2040(2) | | | 940,000 | | | | 971,537 | |
Citigroup Commercial Mortgage Trust 2013-375P B 3.635% due 5/10/2035(1)(2)(3) | | | 4,100,000 | | | | 4,318,587 | |
Citigroup/Deutsche Bank Commercial Mortgage Trust 2006-CD3 AM 5.648% due 10/15/2048 | | | 5,785,000 | | | | 5,827,930 | |
Crown Castle Towers LLC Sr. Sec. Nt. 6.113% due 1/15/2040(1)(3) | | | 5,800,000 | | | | 6,451,687 | |
DBUBS Mortgage Trust 2011-LC1A A3 5.002% due 11/10/2046(1)(3) | | | 4,500,000 | | | | 5,041,019 | |
Fairway Outdoor Funding LLC 2012-1A A2 4.212% due 10/15/2042(3) | | | 4,481,927 | | | | 4,561,527 | |
GMAC Commercial Mortgage Securities, Inc. 2006-C1 AM 5.29% due 11/10/2045(2) | | | 767,815 | | | | 767,190 | |
Hilton U.S.A. Trust 2013-HLT AFX 2.662% due 11/5/2030(3) | | | 6,000,000 | | | | 6,025,619 | |
JPMorgan Chase Commercial Mortgage Securities Trust 2006-LDP7 AM 6.184% due 4/17/2045(1)(2) | | | 3,912,091 | | | | 3,906,890 | |
2007-CB18 A4 5.44% due 6/12/2047(1) | | | 6,017,892 | | | | 6,109,333 | |
Morgan Stanley Bank of America Merrill Lynch Trust 2013-C13 A2 2.936% due 11/15/2046 | | | 6,000,000 | | | | 6,186,662 | |
Morgan Stanley Capital I Trust 2007-IQ16 A4 5.809% due 12/12/2049 | | | 1,856,346 | | | | 1,927,457 | |
Queens Center Mortgage Trust 2013-QCA A 3.275% due 1/11/2037(3) | | | 3,850,000 | | | | 4,065,390 | |
| | | | | | | | |
| | | | |
4 | | | | The accompanying notes are an integral part of these financial statements. |
RS INVESTMENT QUALITY BOND VIP SERIES
| | | | | | | | |
June 30, 2016 (unaudited) | | Principal Amount | | | Value | |
Commercial Mortgage-Backed Securities (continued) | |
SBA Tower Trust 2.24% due 4/15/2043(3) | | $ | 1,050,000 | | | $ | 1,052,873 | |
3.156% due 10/15/2045(3) | | | 3,000,000 | | | | 3,041,250 | |
Wachovia Bank Commercial Mortgage Trust 2007-C33 AM 6.147% due 2/15/2051(2) | | | 4,350,000 | | | | 4,479,337 | |
| | | | | | | | |
Total Commercial Mortgage-Backed Securities (Cost $67,592,886) | | | | 66,099,825 | |
| | | | | | | | |
| | Principal Amount | | | Value | |
Corporate Bonds – 42.5% | | | | | | | | |
Aerospace & Defense – 0.8% | | | | | | | | |
Lockheed Martin Corp. Sr. Nt. 1.85% due 11/23/2018 | | | 5,000,000 | | | | 5,067,830 | |
Northrop Grumman Space & Mission Systems Corp. 7.75% due 6/1/2029 | | | 500,000 | | | | 715,123 | |
| | | | | | | | |
| | | | | | | 5,782,953 | |
Automotive – 2.5% | | | | | | | | |
BorgWarner, Inc. Sr. Nt. 4.625% due 9/15/2020(1) | | | 1,500,000 | | | | 1,632,731 | |
Daimler Finance North America LLC 1.076% due 5/18/2018(2)(3) | | | 5,000,000 | | | | 4,969,990 | |
Ford Motor Credit Co. LLC Sr. Nt. 4.25% due 9/20/2022 | | | 4,700,000 | | | | 5,068,428 | |
General Motors Financial Co., Inc. 2.625% due 7/10/2017 | | | 3,500,000 | | | | 3,532,354 | |
3.25% due 5/15/2018 | | | 3,500,000 | | | | 3,572,548 | |
| | | | | | | | |
| | | | | | | 18,776,051 | |
Banking – 14.6% | | | | | | | | |
Ally Financial, Inc. 2.75% due 1/30/2017 | | | 3,000,000 | | | | 3,014,022 | |
Banco Bilbao Vizcaya Argentaria S.A. Sr. Nt. 3.00% due 10/20/2020 | | | 5,000,000 | | | | 5,092,350 | |
Bank of America Corp. Sr. Nt. 2.00% due 1/11/2018 | | | 3,000,000 | | | | 3,019,179 | |
5.70% due 1/24/2022(1) | | | 7,000,000 | | | | 8,104,726 | |
Citigroup, Inc. Sr. Nt. 4.50% due 1/14/2022(1) | | | 4,700,000 | | | | 5,195,117 | |
Cooperatieve Rabobank U.A. 3.95% due 11/9/2022(1) | | | 4,000,000 | | | | 4,136,724 | |
Credit Suisse/New York NY Sr. Nt. 5.30% due 8/13/2019 | | | 2,200,000 | | | | 2,428,169 | |
| | | | | | | | |
| | | | | | | | |
June 30, 2016 (unaudited) | | Principal Amount | | | Value | |
Banking (continued) | | | | | | | | |
Fifth Third Bank Sr. Nt. 1.15% due 11/18/2016(1) | | $ | 5,000,000 | | | $ | 5,003,215 | |
HSBC Holdings PLC Sr. Nt. 5.10% due 4/5/2021(1) | | | 5,000,000 | | | | 5,517,020 | |
Huntington Bancshares, Inc. Sub. Nt. 7.00% due 12/15/2020 | | | 1,500,000 | | | | 1,760,106 | |
Intesa Sanpaolo S.p.A. Sr. Nt. 3.875% due 1/16/2018 | | | 1,900,000 | | | | 1,949,398 | |
JPMorgan Chase & Co. Sub. Nt. 3.375% due 5/1/2023(1) | | | 6,700,000 | | | | 6,830,844 | |
Sr. Nt. 6.30% due 4/23/2019 | | | 3,000,000 | | | | 3,372,345 | |
Lloyds Bank PLC 5.80% due 1/13/2020(3) | | | 1,300,000 | | | | 1,454,276 | |
Macquarie Bank Ltd. Sr. Nt. 2.00% due 8/15/2016(1)(3) | | | 4,000,000 | | | | 4,004,880 | |
Morgan Stanley Sr. Nt. 3.75% due 2/25/2023 | | | 3,000,000 | | | | 3,177,525 | |
5.95% due 12/28/2017(1) | | | 4,000,000 | | | | 4,253,760 | |
PNC Bank N.A. Sr. Nt. 1.80% due 11/5/2018 | | | 5,000,000 | | | | 5,060,625 | |
2.15% due 4/29/2021 | | | 4,500,000 | | | | 4,584,204 | |
Regions Bank/Birmingham AL Sub. Nt. 7.50% due 5/15/2018(1) | | | 4,000,000 | | | | 4,386,780 | |
Royal Bank of Scotland Group PLC Sub. Nt. 6.125% due 12/15/2022 | | | 3,500,000 | | | | 3,670,492 | |
Skandinaviska Enskilda Banken AB Sr. Nt. 1.75% due 3/19/2018(3) | | | 5,250,000 | | | | 5,275,924 | |
Standard Chartered PLC Sub. Nt. 3.95% due 1/11/2023(1)(3) | | | 2,700,000 | | | | 2,617,874 | |
The Goldman Sachs Group, Inc. Sub. Nt. 5.625% due 1/15/2017 | | | 3,770,000 | | | | 3,853,095 | |
Sr. Nt. 5.75% due 1/24/2022(1) | | | 2,750,000 | | | | 3,192,640 | |
The Huntington National Bank Sr. Nt. 1.35% due 8/2/2016(1) | | | 5,200,000 | | | | 5,200,286 | |
2.00% due 6/30/2018 | | | 3,500,000 | | | | 3,534,745 | |
| | | | | | | | |
| | | | | | | 109,690,321 | |
Building Materials – 0.3% | | | | | | | | |
Owens Corning 4.20% due 12/15/2022(1) | | | 2,400,000 | | | | 2,559,204 | |
| | | | | | | | |
| | | | | | | 2,559,204 | |
| | | | |
The accompanying notes are an integral part of these financial statements. | | | | 5 |
SCHEDULE OF INVESTMENTS — RS INVESTMENT QUALITY BOND VIP SERIES
| | | | | | | | |
June 30, 2016 (unaudited) | | Principal Amount | | | Value | |
Cable Satellite – 0.6% | | | | | | | | |
Comcast Corp. 6.45% due 3/15/2037 | | $ | 2,000,000 | | | $ | 2,751,954 | |
Time Warner Cable, Inc. 5.85% due 5/1/2017 | | | 2,000,000 | | | | 2,070,350 | |
| | | | | | | | |
| | | | | | | 4,822,304 | |
Chemicals – 1.4% | | | | | | | | |
Ecolab, Inc. Sr. Nt. 2.00% due 1/14/2019 | | | 4,500,000 | | | | 4,558,707 | |
5.50% due 12/8/2041(1) | | | 1,300,000 | | | | 1,619,791 | |
FMC Corp. Sr. Nt. 5.20% due 12/15/2019 | | | 500,000 | | | | 541,280 | |
LyondellBasell Industries N.V. Sr. Nt. 5.00% due 4/15/2019(1) | | | 3,600,000 | | | | 3,896,582 | |
| | | | | | | | |
| | | | | | | 10,616,360 | |
Electric – 1.8% | | | | | | | | |
Nevada Power Co. Series N 6.65% due 4/1/2036(1) | | | 600,000 | | | | 832,461 | |
NextEra Energy Capital Holdings, Inc. 1.586% due 6/1/2017 | | | 4,500,000 | | | | 4,510,845 | |
PPL Electric Utilities Corp. 6.25% due 5/15/2039 | | | 1,455,000 | | | | 2,046,824 | |
Southern Power Co. Sr. Nt. 1.85% due 12/1/2017 | | | 5,000,000 | | | | 5,039,455 | |
Virginia Electric and Power Co. Sr. Nt. 8.875% due 11/15/2038 | | | 800,000 | | | | 1,340,342 | |
| | | | | | | | |
| | | | | | | 13,769,927 | |
Energy - Integrated – 1.3% | | | | | | | | |
BP Capital Markets PLC 1.676% due 5/3/2019 | | | 4,500,000 | | | | 4,536,094 | |
4.50% due 10/1/2020(1) | | | 2,600,000 | | | | 2,880,816 | |
Suncor Energy, Inc. Sr. Nt. 6.50% due 6/15/2038 | | | 1,700,000 | | | | 2,190,690 | |
| | | | | | | | |
| | | | | | | 9,607,600 | |
Finance Companies – 0.5% | | | | | | | | |
AerCap Ireland Capital Ltd. 3.75% due 5/15/2019 | | | 2,900,000 | | | | 2,921,750 | |
GE Capital International Funding Co. 4.418% due 11/15/2035(3) | | | 987,000 | | | | 1,107,005 | |
| | | | | | | | |
| | | | | | | 4,028,755 | |
Food And Beverage – 2.3% | | | | | | | | |
Anheuser-Busch InBev Finance, Inc. 1.90% due 2/1/2019 | | | 3,000,000 | | | | 3,050,940 | |
Anheuser-Busch InBev Worldwide, Inc. 3.75% due 7/15/2042(1) | | | 5,000,000 | | | | 5,002,910 | |
Kraft Heinz Foods Co. 2.00% due 7/2/2018(3) | | | 4,500,000 | | | | 4,556,556 | |
| | | | | | | | |
| | | | | | | | |
June 30, 2016 (unaudited) | | Principal Amount | | | Value | |
Food And Beverage (continued) | | | | | |
Mead Johnson Nutrition Co. Sr. Nt. 3.00% due 11/15/2020 | | $ | 3,000,000 | | | $ | 3,134,040 | |
4.90% due 11/1/2019 | | | 1,200,000 | | | | 1,322,820 | |
| | | | | | | | |
| | | | | | | 17,067,266 | |
Government Related – 1.0% | | | | | | | | |
Dolphin Energy Ltd. Sr. Sec. Nt. 5.888% due 6/15/2019(3) | | | 848,000 | | | | 903,544 | |
Petroleos Mexicanos 5.75% due 3/1/2018 | | | 4,000,000 | | | | 4,182,640 | |
Sinopec Group Overseas Development Ltd. 1.75% due 4/10/2017(3) | | | 2,779,000 | | | | 2,788,065 | |
| | | | | | | | |
| | | | | | | 7,874,249 | |
Healthcare – 1.0% | | | | | | | | |
Bio-Rad Laboratories, Inc. Sr. Nt. 4.875% due 12/15/2020 | | | 650,000 | | | | 719,174 | |
Fresenius Medical Care U.S. Finance, Inc. 6.875% due 7/15/2017 | | | 1,500,000 | | | | 1,563,750 | |
Thermo Fisher Scientific, Inc. Sr. Nt. 1.30% due 2/1/2017 | | | 5,000,000 | | | | 5,003,720 | |
| | | | | | | | |
| | | | | | | 7,286,644 | |
Home Construction – 0.4% | | | | | | | | |
Toll Brothers Finance Corp. 5.875% due 2/15/2022 | | | 2,500,000 | | | | 2,690,000 | |
| | | | | | | | |
| | | | | | | 2,690,000 | |
Insurance - Life – 1.6% | | | | | | | | |
MetLife, Inc. Jr. Sub. Nt. 6.40% due 12/15/2066 | | | 500,000 | | | | 533,760 | |
Prudential Financial, Inc. Sr. Nt. 7.375% due 6/15/2019 | | | 8,277,000 | | | | 9,602,636 | |
Teachers Insurance & Annuity Association of America Sub. Nt. 6.85% due 12/16/2039(3) | | | 1,200,000 | | | | 1,630,147 | |
| | | | | | | | |
| | | | | | | 11,766,543 | |
Insurance: Property - Casualty – 0.3% | | | | | |
Berkshire Hathaway Finance Corp. 5.75% due 1/15/2040(1) | | | 1,500,000 | | | | 1,991,691 | |
| | | | | | | | |
| | | | | | | 1,991,691 | |
Media - Entertainment – 0.2% | | | | | | | | |
Time Warner Cos., Inc. 7.57% due 2/1/2024 | | | 1,450,000 | | | | 1,841,439 | |
| | | | | | | | |
| | | | | | | 1,841,439 | |
Metals And Mining – 1.7% | | | | | | | | |
Anglo American Capital PLC 2.625% due 9/27/2017(3) | | | 4,000,000 | | | | 3,980,000 | |
BHP Billiton Finance U.S.A. Ltd. 1.875% due 11/21/2016 | | | 5,000,000 | | | | 5,013,450 | |
| | | | | | | | |
| | | | |
6 | | | | The accompanying notes are an integral part of these financial statements. |
RS INVESTMENT QUALITY BOND VIP SERIES
| | | | | | | | |
June 30, 2016 (unaudited) | | Principal Amount | | | Value | |
Metals And Mining (continued) | | | | | |
Vale Overseas Ltd. 6.25% due 1/23/2017 | | $ | 3,600,000 | | | $ | 3,682,440 | |
| | | | | | | | |
| | | | | | | 12,675,890 | |
Midstream – 1.3% | | | | | | | | |
Energy Transfer Partners LP Sr. Nt. 5.15% due 2/1/2043(1) | | | 2,000,000 | | | | 1,787,638 | |
Enterprise Products Operating LLC Series A 8.375% due 8/1/2066(1)(2) | | | 1,600,000 | | | | 1,409,680 | |
Kinder Morgan Energy Partners LP 5.00% due 10/1/2021 | | | 2,600,000 | | | | 2,753,392 | |
Williams Partners LP Sr. Nt. 5.25% due 3/15/2020 | | | 3,900,000 | | | | 4,012,578 | |
| | | | | | | | |
| | | | | | | 9,963,288 | |
Oil Field Services – 0.4% | | | | | | | | |
Nabors Industries, Inc. 4.625% due 9/15/2021 | | | 2,500,000 | | | | 2,294,083 | |
Weatherford International Ltd. 6.50% due 8/1/2036 | | | 1,200,000 | | | | 861,000 | |
| | | | | | | | |
| | | | | | | 3,155,083 | |
Packaging – 0.2% | | | | | | | | |
Silgan Holdings, Inc. Sr. Nt. 5.00% due 4/1/2020 | | | 1,500,000 | | | | 1,535,625 | |
| | | | | | | | |
| | | | | | | 1,535,625 | |
Paper – 1.5% | | | | | | | | |
Georgia-Pacific LLC 5.40% due 11/1/2020(3) | | | 6,675,000 | | | | 7,560,192 | |
WestRock RKT Co. 4.90% due 3/1/2022 | | | 3,200,000 | | | | 3,552,198 | |
| | | | | | | | |
| | | | | | | 11,112,390 | |
Pharmaceuticals – 0.9% | | | | | | | | |
Gilead Sciences, Inc. Sr. Nt. 4.40% due 12/1/2021(1) | | | 6,150,000 | | | | 6,943,971 | |
| | | | | | | | |
| | | | | | | 6,943,971 | |
Railroads – 0.2% | | | | | | | | |
CSX Corp. Sr. Nt. 4.75% due 5/30/2042 | | | 1,250,000 | | | | 1,446,960 | |
| | | | | | | | |
| | | | | | | 1,446,960 | |
Real Estate Investment Trusts – 0.7% | | | | | |
DDR Corp. Sr. Nt. 4.75% due 4/15/2018 | | | 2,000,000 | | | | 2,086,664 | |
Simon Property Group LP Sr. Nt. 4.125% due 12/1/2021(1) | | | 3,100,000 | | | | 3,436,744 | |
| | | | | | | | |
| | | | | | | 5,523,408 | |
Restaurants – 0.3% | | | | | | | | |
McDonald’s Corp. Sr. Nt. 2.10% due 12/7/2018 | | | 2,000,000 | | | | 2,046,744 | |
| | | | | | | | |
| | | | | | | 2,046,744 | |
| | | | | | | | |
June 30, 2016 (unaudited) | | Principal Amount | | | Value | |
Wireless – 1.3% | | | | | | | | |
America Movil S.A.B. de C.V. 5.00% due 10/16/2019(1) | | $ | 3,600,000 | | | $ | 3,963,157 | |
Sprint Communications, Inc. Sr. Nt. 6.00% due 12/1/2016 | | | 3,000,000 | | | | 3,018,750 | |
Vodafone Group PLC Sr. Nt. 6.15% due 2/27/2037(1) | | | 2,450,000 | | | | 2,842,343 | |
| | | | | | | | |
| | | | | | | 9,824,250 | |
Wirelines – 3.4% | | | | | | | | |
AT&T, Inc. Sr. Nt. 2.30% due 3/11/2019(1) | | | 9,000,000 | | | | 9,191,547 | |
6.30% due 1/15/2038(1) | | | 2,200,000 | | | | 2,645,328 | |
Deutsche Telekom International Finance B.V. 8.75% due 6/15/2030(1) | | | 850,000 | | | | 1,280,006 | |
Orange S.A. Sr. Nt. 9.00% due 3/1/2031 | | | 335,000 | | | | 518,822 | |
Verizon Communications, Inc. Sr. Nt. 4.522% due 9/15/2048 | | | 1,618,000 | | | | 1,684,823 | |
6.55% due 9/15/2043(1) | | | 7,500,000 | | | | 10,105,395 | |
| | | | | | | | |
| | | | | | | 25,425,921 | |
Total Corporate Bonds (Cost $305,453,130) | | | | | | | 319,824,837 | |
| | | | | | | | |
| | Principal Amount | | | Value | |
Municipal Bonds – 0.9% | | | | | | | | |
Chicago Illinois Metropolitan Wtr. Reclamation Dist. Greater Chicago G.O. Build America Bonds Taxable Direct Payment 5.72% due 12/1/2038(1) | | | 1,600,000 | | | | 2,070,736 | |
New York City Muni. Wtr. Fin. Auth. Wtr. & Swr. Rev. Build America Bonds Ser. EE 6.011% due 6/15/2042 | | | 1,600,000 | | | | 2,328,064 | |
San Diego Cnty. California Wtr. Auth. Fing. Agcy. Wtr. Rev. Build America Bonds Ser. B 6.138% due 5/1/2049 | | | 1,500,000 | | | | 2,153,625 | |
| | | | | | | | |
Total Municipal Bonds (Cost $4,719,190) | | | | | | | 6,552,425 | |
| | | | | | | | |
| | Principal Amount | | | Value | |
Non-Agency Mortgage-Backed Securities – 3.6% | |
Banc of America Alternative Loan Trust 2004-1 2A1 6.00% due 2/25/2034(1) | | | 1,794,754 | | | | 1,864,278 | |
| | | | | | | | |
| | | | |
The accompanying notes are an integral part of these financial statements. | | | | 7 |
SCHEDULE OF INVESTMENTS — RS INVESTMENT QUALITY BOND VIP SERIES
| | | | | | | | |
June 30, 2016 (unaudited) | | Principal Amount | | | Value | |
Non-Agency Mortgage-Backed Securities (continued) | |
Bear Stearns ALT-A Trust 2003-3 2A 2.833% due 10/25/2033(2) | | $ | 2,088,333 | | | $ | 2,072,482 | |
Countrywide Alternative Loan Trust 2006-19CB A15 6.00% due 8/25/2036 | | | 760,932 | | | | 660,840 | |
Countrywide Home Loans Mortgage Pass-Through Trust 2002-19 1A1 6.25% due 11/25/2032 | | | 240,744 | | | | 248,650 | |
2004-5 2A9 5.25% due 5/25/2034 | | | 546,083 | | | | 547,017 | |
Deutsche Alt-A Securities Mortgage Loan Trust 2007-AR3 2A2B 0.693% due 6/25/2037(2) | | | 3,174,970 | | | | 2,665,674 | |
Freddie Mac Structured Agency Credit Risk Debt Notes 2014-DN1 M2 2.653% due 2/25/2024(2) | | | 4,500,000 | | | | 4,560,517 | |
GSR Mortgage Loan Trust 2004-10F 6A1 5.00% due 9/25/2034 | | | 710,976 | | | | 730,791 | |
Impac CMB Trust 2004-7 1A1 1.193% due 11/25/2034(2) | | | 2,132,204 | | | | 1,987,482 | |
JPMorgan Mortgage Trust 2004-S2 1A3 4.75% due 11/25/2019 | | | 514,035 | | | | 522,124 | |
2005-A3 11A2 2.853% due 6/25/2035(1)(2) | | | 2,565,444 | | | | 2,590,930 | |
Master Adjustable Rate Mortgages Trust 2004-13 3A1 2.924% due 11/21/2034(2) | | | 1,805,235 | | | | 1,835,061 | |
Master Asset Securitization Trust 2003-10 3A7 5.50% due 11/25/2033 | | | 307,067 | | | | 308,794 | |
2003-5 2A1 5.00% due 6/25/2018 | | | 152,530 | | | | 155,791 | |
Prime Mortgage Trust 2003-3 A9 5.50% due 1/25/2034(1) | | | 1,320,921 | | | | 1,313,104 | |
2004-2 A3 5.25% due 11/25/2019 | | | 135,743 | | | | 136,932 | |
Residential Asset Mortgage Products Trust 2005-SL1 A4 6.00% due 5/25/2032 | | | 24,315 | | | | 24,262 | |
Residential Funding Mortgage Securities I Trust 2005-S3 A1 4.75% due 3/25/2020 | | | 408,708 | | | | 413,321 | |
Structured Asset Securities Corp. 2004-20 7A1 5.25% due 11/25/2034 | | | 729,063 | | | | 734,816 | |
2004-21XS 2A6A 4.74% due 12/25/2034(2) | | | 30,384 | | | | 30,857 | |
Wells Fargo Mortgage Backed Securities Trust 2004-6 A4 5.50% due 6/25/2034 | | | 706,225 | | | | 718,481 | |
| | | | | | | | |
| | | | | | | | |
June 30, 2016 (unaudited) | | Principal Amount | | | Value | |
Non-Agency Mortgage-Backed Securities (continued) | |
2004-Y 3A1 2.80% due 11/25/2034(2) | | $ | 2,371,286 | | | $ | 2,374,593 | |
2005-2 2A1 4.75% due 4/25/2020(1) | | | 213,171 | | | | 217,015 | |
2007-13 A7 6.00% due 9/25/2037 | | | 625,268 | | | | 629,137 | |
| | | | | | | | |
Total Non-Agency Mortgage-Backed Securities (Cost $27,406,065) | | | | 27,342,949 | |
| | | | | | | | |
| | Principal Amount | | | Value | |
U.S. Government Securities – 27.7% | | | | | |
U.S. Treasury Bonds 3.00% due 11/15/2044 - 11/15/2045 | | | 20,045,000 | | | | 23,047,492 | |
3.625% due 2/15/2044 | | | 17,000,000 | | | | 21,919,375 | |
5.375% due 2/15/2031 | | | 6,500,000 | | | | 9,640,566 | |
U.S. Treasury Notes 1.25% due 3/31/2021 | | | 37,000,000 | | | | 37,430,717 | |
1.375% due 4/30/2021 | | | 31,000,000 | | | | 31,535,246 | |
1.625% due 2/15/2026 | | | 5,000,000 | | | | 5,056,250 | |
1.75% due 5/15/2023 | | | 26,000,000 | | | | 26,821,652 | |
2.00% due 8/15/2025 | | | 11,500,000 | | | | 12,022,445 | |
2.375% due 8/15/2024 | | | 37,500,000 | | | | 40,365,225 | |
| | | | | | | | |
Total U.S. Government Securities (Cost $196,612,287) | | | | 207,838,968 | |
| | | | | | | | |
| | Principal Amount | | | Value | |
Repurchase Agreements – 1.9% | | | | | |
| | |
Fixed Income Clearing Corp. Repurchase Agreement, 0.03%, dated 6/30/2016, maturity value of $14,261,012, due 7/1/2016(4) | | | 14,261,000 | | | | 14,261,000 | |
Total Repurchase Agreements (Cost $14,261,000) | | | | | | | 14,261,000 | |
Total Investments - 99.3% (Cost $718,338,501) | | | | | | | 746,750,416 | |
Other Assets, Net - 0.7% | | | | | | | 5,099,483 | |
Total Net Assets - 100.0% | | | | | | $ | 751,849,899 | |
(1) | Securities are segregated to cover anticipated or existing derivative positions or to be announced securities (TBA). |
(2) | Variable rate securities, which may include step-up bonds or adjustable rate mortgages. The rate shown is the rate in effect at June 30, 2016. |
(3) | Securities that may be resold in transactions, exempt from registration under Rule 144A of the Securities Act of 1933, normally to certain qualified buyers. At June 30, 2016, the aggregate market value of these securities amounted to $85,028,155, representing 11.3% of net assets. These securities have been deemed liquid by the investment adviser pursuant to the Fund’s liquidity procedures approved by the Board of Trustees. |
(4) | The table below presents collateral for repurchase agreements. |
| | | | | | | | | | | | |
Security | | Coupon | | | Maturity Date | | | Value | |
U.S. Treasury Inflation Indexed Note | | | 0.125% | | | | 4/15/2017 | | | $ | 14,551,363 | |
| | | | |
8 | | | | The accompanying notes are an integral part of these financial statements. |
RS INVESTMENT QUALITY BOND VIP SERIES
The table below presents futures contracts as of June 30, 2016:
| | | | | | | | | | | | | | | | | | | | |
Description (unaudited) | | Counterparty | | | Number of Contracts | | | Expiration | | | Face Value (000s) | | | Unrealized Appreciation | |
Purchased Futures Contracts | | | | | | | | | | | | | | | | | | | | |
5 YR U.S. Treasury Note | | | Goldman Sachs & Co. | | | | 270 | | | | 9/30/2016 | | | $ | 32,984 | | | $ | 350,632 | |
The following is a summary of the inputs used as of June 30, 2016, in valuing the Fund’s investments. For more information on valuation inputs, please refer to Note 1a of the accompanying Notes to Financial Statements.
| | | | | | | | | | | | | | | | |
| | Valuation Inputs | | | | |
Investments in Securities (unaudited) | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Agency Mortgage-Backed Securities | | $ | — | | | $ | 80,686,038 | | | $ | — | | | $ | 80,686,038 | |
Asset-Backed Securities | | | — | | | | 24,144,374 | | | | — | | | | 24,144,374 | |
Commercial Mortgage-Backed Securities | | | — | | | | 66,099,825 | | | | — | | | | 66,099,825 | |
Corporate Bonds | | | — | | | | 319,824,837 | | | | — | | | | 319,824,837 | |
Municipal Bonds | | | — | | | | 6,552,425 | | | | — | | | | 6,552,425 | |
Non-Agency Mortgage-Backed Securities | | | — | | | | 27,342,949 | | | | — | | | | 27,342,949 | |
U.S. Government Securities | | | — | | | | 207,838,968 | | | | — | | | | 207,838,968 | |
Repurchase Agreements | | | — | | | | 14,261,000 | | | | — | | | | 14,261,000 | |
Other Financial Instruments: | | | | | | | | | | | | | | | | |
Financial Futures Contracts | | | 350,632 | | | | — | | | | — | | | | 350,632 | |
Total | | $ | 350,632 | | | $ | 746,750,416 | | | $ | — | | | $ | 747,101,048 | |
| | | | |
The accompanying notes are an integral part of these financial statements. | | | | 9 |
FINANCIAL INFORMATION — RS INVESTMENT QUALITY BOND VIP SERIES
| | | | |
Statement of Assets and Liabilities As of June 30, 2016 (unaudited) | | | |
Assets | | | | |
Investments, at value | | $ | 746,750,416 | |
Cash | | | 583 | |
Cash deposits with brokers for futures contracts | | | 246,000 | |
Dividends/interest receivable | | | 4,755,791 | |
Receivable for investments sold | | | 604,019 | |
Receivable for fund shares subscribed | | | 31,642 | |
Receivable for variation margin on futures contracts | | | 21,092 | |
Prepaid expenses | | | 1,703 | |
| | | | |
Total Assets | | | 752,411,246 | |
| | | | |
| |
Liabilities | | | | |
Payable to adviser | | | 306,375 | |
Payable for fund shares redeemed | | | 78,075 | |
Accrued trustees’ fees | | | 14,697 | |
Accrued expenses/other liabilities | | | 162,200 | |
| | | | |
Total Liabilities | | | 561,347 | |
| | | | |
Total Net Assets | | $ | 751,849,899 | |
| | | | |
| |
Net Assets Consist of: | | | | |
Paid-in capital | | $ | 716,221,558 | |
Accumulated undistributed net investment income | | | 8,546,264 | |
Accumulated net realized loss from investments, futures contracts and written options | | | (1,680,470 | ) |
Net unrealized appreciation on investments and futures contracts | | | 28,762,547 | |
| | | | |
Total Net Assets | | $ | 751,849,899 | |
| | | | |
Investments, at Cost | | $ | 718,338,501 | |
| | | | |
| |
Pricing of Shares | | | | |
Shares of Beneficial Interest Outstanding with No Par Value | | | 59,448,780 | |
Net Asset Value Per Share | | | $12.65 | |
| | | | |
| | | | |
Statement of Operations For the Six-Month Period Ended June 30, 2016 (unaudited) | |
Investment Income | | | | |
Interest | | $ | 10,592,931 | |
| | | | |
Total Investment Income | | | 10,592,931 | |
| | | | |
| |
Expenses | | | | |
Investment advisory fees | | | 1,831,239 | |
Professional fees | | | 53,632 | |
Custodian fees | | | 40,757 | |
Administrative service fees | | | 35,004 | |
Trustees’ fees | | | 27,518 | |
Shareholder reports | | | 25,001 | |
Other expenses | | | 33,516 | |
| | | | |
Total Expenses | | | 2,046,667 | |
| | | | |
Net Investment Income | | | 8,546,264 | |
| | | | |
| |
Realized Gain/(Loss) and Change in Unrealized Appreciation/Depreciation on Investments, Futures Contracts and Written Options | | | | |
Net realized loss from investments | | | (2,090,233 | ) |
Net realized gain from futures contracts | | | 1,579,824 | |
Net realized loss from written options | | | (10,482 | ) |
Net change in unrealized appreciation/depreciation on investments | | | 31,382,465 | |
Net change in unrealized appreciation/depreciation on futures contracts | | | 655,671 | |
| | | | |
Net Gain on Investments, Futures Contracts and Written Options | | | 31,517,245 | |
| | | | |
Net Increase in Net Assets Resulting from Operations | | $ | 40,063,509 | |
| | | | |
| | | | |
| | | | |
10 | | | | The accompanying notes are an integral part of these financial statements. |
FINANCIAL INFORMATION — RS INVESTMENT QUALITY BOND VIP SERIES
| | | | | | | | |
Statements of Changes in Net Assets Six-Months-Ended Numbers are unaudited | | | | | | |
| | |
| | For the Six Months Ended 6/30/16 | | | For the Year Ended 12/31/15 | |
| | | |
Operations | | | | | | | | |
Net investment income | | $ | 8,546,264 | | | $ | 19,395,379 | |
Net realized gain/(loss) from investments, futures contracts and written options | | | (520,891 | ) | | | 5,749,642 | |
Net change in unrealized appreciation/depreciation on investments and futures contracts | | | 32,038,136 | | | | (22,233,928 | ) |
| | | | | | | | |
Net Increase in Net Assets Resulting from Operations | | | 40,063,509 | | | | 2,911,093 | |
| | | | | | | | |
| | |
Distributions to Shareholders | | | | | | | | |
Net investment income | | | — | | | | (19,543,996 | ) |
Net realized gain on investments | | | — | | | | (7,387,765 | ) |
| | | | | | | | |
Total Distributions | | | — | | | | (26,931,761 | ) |
| | | | | | | | |
| | |
Capital Share Transactions | | | | | | | | |
Proceeds from sales of shares | | | 33,015,447 | | | | 52,368,773 | |
Reinvestment of distributions | | | — | | | | 26,931,761 | |
Cost of shares redeemed | | | (76,924,609 | ) | | | (101,961,522 | ) |
| | | | | | | | |
Net Decrease in Net Assets Resulting from Capital Share Transactions | | | (43,909,162 | ) | | | (22,660,988 | ) |
| | | | | | | | |
Net Decrease in Net Assets | | | (3,845,653 | ) | | | (46,681,656 | ) |
| | | | | | | | |
| | |
Net Assets | | | | | | | | |
Beginning of period | | | 755,695,552 | | | | 802,377,208 | |
| | | | | | | | |
End of period | | $ | 751,849,899 | | | $ | 755,695,552 | |
| | | | | | | | |
Accumulated Undistributed Net Investment Income Included in Net Assets | | $ | 8,546,264 | | | $ | — | |
| | | | | | | | |
| | |
Other Information: | | | | | | | | |
Shares | | | | | | | | |
Sold | | | 2,663,528 | | | | 4,185,657 | |
Reinvested | | | — | | | | 2,244,314 | |
Redeemed | | | (6,305,443 | ) | | | (8,155,947 | ) |
| | | | | | | | |
Net Decrease | | | (3,641,915 | ) | | | (1,725,976 | ) |
| | | | | | | | |
| | | | | | | | |
| | | | |
The accompanying notes are an integral part of these financial statements. | | | | 11 |
FINANCIAL INFORMATION — RS INVESTMENT QUALITY BOND VIP SERIES
The Financial Highlights table is intended to help you understand the Fund’s financial performance for the past six reporting periods. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all distributions).
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Financial Highlights Six-Months-Ended Numbers are unaudited | | | | | | | |
| | Net Asset Value, Beginning of Period | | | Net Investment Income | | | Net Realized and Unrealized Gain/(Loss) | | | Total Operations | | | Distributions From Net Investment Income | | | Distributions From Net Realized Capital Gains | | | Total Distributions | |
Six Months Ended 6/30/161 | | $ | 11.98 | | | $ | 0.14 | 2 | | $ | 0.53 | | | $ | 0.67 | | | $ | — | | | $ | — | | | $ | — | |
Year Ended 12/31/15 | | | 12.38 | | | | 0.31 | 2 | | | (0.27 | ) | | | 0.04 | | | | (0.32 | ) | | | (0.12 | ) | | | (0.44 | ) |
Year Ended 12/31/14 | | | 12.18 | | | | 0.38 | | | | 0.30 | | | | 0.68 | | | | (0.38 | ) | | | (0.10 | ) | | | (0.48 | ) |
Year Ended 12/31/13 | | | 12.78 | | | | 0.34 | | | | (0.54 | ) | | | (0.20 | ) | | | (0.34 | ) | | | (0.06 | ) | | | (0.40 | ) |
Year Ended 12/31/12 | | | 12.57 | | | | 0.38 | | | | 0.42 | | | | 0.80 | | | | (0.38 | ) | | | (0.21 | ) | | | (0.59 | ) |
Year Ended 12/31/11 | | | 12.32 | | | | 0.49 | | | | 0.38 | | | | 0.87 | | | | (0.49 | ) | | | (0.13 | ) | | | (0.62 | ) |
| | | | |
12 | | | | The accompanying notes are an integral part of these financial statements. |
FINANCIAL INFORMATION — RS INVESTMENT QUALITY BOND VIP SERIES
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Net Asset Value, End of Period | | | Total Return3 | | | Net Assets, End of Period (000s) | | | Net Ratio of Expenses to Average Net Assets | | | Gross Ratio of Expenses to Average Net Assets | | | Net Ratio of Net Investment Income to Average Net Assets4 | | | Gross Ratio of Net Investment Income to Average Net Assets | | | Portfolio Turnover Rate | |
$ | 12.65 | | | | 5.59 | % | | $ | 751,850 | | | | 0.56% | | | | 0.56% | | | | 2.33% | | | | 2.33% | | | | 81% | |
| 11.98 | | | | 0.33 | % | | | 755,696 | | | | 0.56% | | | | 0.56% | | | | 2.47% | | | | 2.47% | | | | 41% | |
| 12.38 | | | | 5.55 | % | | | 802,377 | | | | 0.56% | | | | 0.56% | | | | 2.93% | | | | 2.93% | | | | 47% | |
| 12.18 | | | | (1.63 | )% | | | 794,727 | | | | 0.56% | | | | 0.56% | | | | 2.72% | | | | 2.72% | | | | 199% | |
| 12.78 | | | | 6.37 | % | | | 760,801 | | | | 0.56% | | | | 0.56% | | | | 2.97% | | | | 2.97% | | | | 135% | |
| 12.57 | | | | 7.08 | % | | | 671,882 | | | | 0.57% | | | | 0.57% | | | | 3.75% | | | | 3.75% | | | | 102% | |
Distributions reflect actual per-share amounts distributed for the period.
1 | Ratios for periods less than one year have been annualized, except for total return and portfolio turnover rate. |
2 | Calculated based on the average shares outstanding during the period. |
3 | Total returns do not reflect the effects of charges deducted pursuant to the terms of The Guardian Insurance & Annuity Company, Inc.‘s variable contracts. Inclusion of such charges would reduce the total returns for all periods shown. |
4 | Net Ratio of Expenses to Average Net Assets and Net Ratio of Net Investment Income to Average Net Assets include the effect of fee waivers and expense limitations and exclude the effect of custody credits, if applicable. |
| | | | |
The accompanying notes are an integral part of these financial statements. | | | | 13 |
NOTES TO FINANCIAL STATEMENTS — RS INVESTMENT QUALITY BOND VIP SERIES (UNAUDITED)
June 30, 2016 (unaudited)
RS Variable Products Trust (the “Trust”), a Massachusetts business trust organized on May 18, 2006, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust currently offers eight series. RS Investment Quality Bond VIP Series (the “Fund”) is a series of the Trust. The Fund is a diversified fund. The financial statements for the other remaining series of the Trust are presented in separate reports.
The Fund has authorized an unlimited number of shares of beneficial interest with no par value. The Fund currently offers only Class I shares. Shares are bought and sold at closing net asset value (“NAV”). Class I shares of the Fund are only sold to certain separate accounts of The Guardian Insurance & Annuity Company, Inc. (“GIAC”) that fund certain variable annuity and variable life insurance contracts issued by GIAC. GIAC is a wholly owned subsidiary of The Guardian Life Insurance Company of America (“Guardian Life”).
Note 1. Significant Accounting Policies
The Fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 Financial Services — Investment Companies. The following policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.
a. Investment Valuations The Fund is responsible for the valuation of portfolio securities. The valuations of debt securities for which quoted bid prices are readily available are valued at the bid price by independent pricing services (each, a “Service”). Debt securities for which quoted bid prices are not readily available are valued by a Service at the evaluated bid price provided by the Service or the bid price provided by an independent broker-dealer.
Other marketable securities are valued at the last reported sale price on the principal exchange or market on which they are traded; or, if there were no sales that day, at the mean between the closing bid and ask prices. Securities traded on the NASDAQ Stock Market, LLC (“NASDAQ”) are generally valued at the NASDAQ
official closing price, which may not be the last sale price. If the NASDAQ official closing price is not available for a security, that security is generally valued at the mean between the closing bid and ask prices. Repurchase agreements are carried at cost, which approximates market value (see Note 4c). Foreign securities are valued in the currencies of the markets in which they trade and then converted to U.S. dollars by the application of foreign exchange rates at the close of the New York Stock Exchange (“NYSE”).
Securities for which market quotations are not readily available or for which market quotations may be considered unreliable or for which a Service or independent broker-dealer does not provide a valuation are valued at their fair values as determined in accordance with guidelines and procedures adopted by the Trust’s Board of Trustees.
Securities whose values have been materially affected by events occurring before the Fund’s valuation time but after the close of the securities’ principal exchange or market may be fair valued in accordance with guidelines and procedures adopted by the Board of Trustees.
In accordance with FASB Accounting Standards Codification Topic 820 (“ASC Topic 820”), fair value is defined as the price that the Fund would receive upon selling an investment in an “arm’s length” transaction to a willing buyer in the principal or most advantageous market for the investment. ASC Topic 820 established a hierarchy for classification of fair value measurements for disclosure purposes. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances. The hierarchy of inputs is summarized in the three broad levels listed below.
• | | Level 1 — unadjusted quoted prices in active markets for identical investments |
• | | Level 2 — inputs other than unadjusted quoted prices that are observable either directly or indirectly (including adjusted quoted prices for similar investments, interest rates, prepayment speeds, credit risks, etc.) |
• | | Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments) |
NOTES TO FINANCIAL STATEMENTS — RS INVESTMENT QUALITY BOND VIP SERIES (UNAUDITED)
Inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics, and other factors. A security’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Trust. The Trust considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, and provided by independent sources that are actively involved in the relevant market. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Changes in valuation techniques may result in transfers into or out of an investment’s assigned level within the hierarchy.
The FASB requires reporting entities to make disclosures about purchases, sales, issuances and settlements of Level 3 securities on a gross basis. For the six months ended June 30, 2016, the Fund had no securities classified as Level 3.
The Fund’s policy is to recognize transfers between Level 1, Level 2 and Level 3 at the end of the reporting period. For the six months ended June 30, 2016, there were no transfers between Level 1, Level 2 and Level 3.
In determining a security’s placement within the hierarchy, the Trust separates the Fund’s investment portfolio into two categories: investments and derivatives (e.g., futures).
Investments Investments whose values are based on quoted market prices in active markets, and are therefore classified within Level 1, include active listed equities.
Investments that trade in markets that are not considered to be active, but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within Level 2. These include certain U.S. government and sovereign obligations, most government agency securities, investment-grade corporate bonds, certain mortgage products, loans, state, municipal and provincial obligations, certain foreign equity securities and commercial paper and other short-term securities valued at amortized cost in accordance with Rule 2a-7 under the 1940 Act.
Investments classified within Level 3 have significant unobservable inputs, as they trade infrequently or not at all. Level 3 investments include, among others, private placement securities. When observable prices are not available for these securities, the Trust uses one or more
valuation techniques for which sufficient and reliable data is available. The inputs used by the Trust in estimating the value of Level 3 investments include, for example, the original transaction price, recent transactions in the same or similar instruments, completed or pending third-party transactions in the underlying investment or comparable issuers, subsequent rounds of financing, recapitalizations, and other transactions across the capital structure. Level 3 investments may also be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the Trust in the absence of market information. Assumptions used by the Trust due to the lack of observable inputs may significantly impact the resulting fair value and therefore the Fund’s results of operations.
Derivatives Exchange-traded derivatives, such as futures contracts, exchange-traded option contracts and certain swaps, are typically classified within Level 1 or Level 2 of the fair value hierarchy depending on whether or not they are deemed to be actively traded. Certain non-exchange-traded derivatives, such as generic forwards, certain swaps and options, have inputs which can generally be corroborated by market data and are therefore classified within Level 2.
b. Taxes The Fund intends to continue complying with the requirements of the Internal Revenue Code to qualify as a regulated investment company and to distribute substantially all net investment income and realized net capital gains, if any, to shareholders. Therefore, the Fund does not expect to be subject to income tax, and no provision for such tax has been made.
From time to time, however, the Fund may choose to pay an excise tax if the cost of making the required distribution exceeds the amount of the excise tax.
As of June 30, 2016, the Trust has reviewed the tax positions for open periods, as applicable to the Fund, and has determined that no provision for income tax is required in the Fund’s financial statements. The Trust is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months. The Fund recognizes interest and penalties, if any, related to unrecognized tax positions as income tax expense in the Statement of Operations. For the six months ended June 30, 2016, the Fund did not incur any such interest or penalties. The Fund is not subject to examination by U.S. federal tax authorities for tax years before 2012 and by state authorities for tax years before 2011.
c. Securities Transactions Securities transactions are accounted for on the date securities are purchased or
NOTES TO FINANCIAL STATEMENTS — RS INVESTMENT QUALITY BOND VIP SERIES (UNAUDITED)
sold (trade date). Realized gains or losses on securities transactions are determined on the basis of specific identification.
d. Futures Contracts The Fund may enter into financial futures contracts. In entering into such contracts, the Fund is required to deposit with the counterparty, either in cash or securities, an amount equal to a certain percentage of the face value of the contract. Subsequent payments are received or made by the Fund, depending on the daily fluctuations in the values of the contracts, and are recorded for financial statement purposes as variation margin received or paid by the Fund. Daily changes in variation margin are recognized as unrealized gains or losses by the Fund. The Fund may not achieve the anticipated benefits of the financial futures contracts and may realize a loss.
e. Credit Derivatives The Fund may enter into credit derivatives, including credit default swaps on individual obligations or credit indices. The Fund may use these investments (i) as alternatives to direct long or short investment in a particular security or securities, (ii) to adjust the Fund’s asset allocation or risk exposure, or (iii) for hedging purposes. The use by the Fund of credit default swaps may have the effect of creating a short position in a security. Credit derivatives can create investment leverage and may create additional investment risks that may subject the Fund to greater volatility than investments in more traditional securities, as described in the Statement of Additional Information.
The Fund may enter into credit default swap agreements either as a buyer or seller. The Fund may buy protection under a credit default swap to attempt to mitigate the risk of default or credit quality deterioration in one or more individual holdings or in a segment of the fixed income securities market. The Fund may sell protection under a credit default swap in an attempt to gain exposure to an underlying issuer’s credit quality characteristics without investing directly in that issuer.
For swaps entered with an individual counterparty, the Fund bears the risk of loss of the uncollateralized amount expected to be received under a credit default swap agreement in the event of the default or bankruptcy of the counterparty. Credit default swap agreements are generally valued at a price at which the counterparty to such agreement would terminate the agreement. The Fund may also enter into cleared swaps.
In entering into swap contracts, the Fund is required to deposit with the broker (or for the benefit of the broker), either in cash or securities, an amount equal to a percentage of the notional value of the contract.
Subsequent payments are received or made by the Fund each day, depending on the daily fluctuations in the values of the contracts, and are recorded for financial statement purposes as variation margin received or paid by the Fund. Daily changes in variation margin are recognized as unrealized gains or losses by the Fund. The Fund may not achieve the anticipated benefits of the swap contracts and may realize a loss.
The Fund enters into credit default swaps primarily for asset allocation and risk exposure management.
There were no credit default swaps held during the six months ended June 30, 2016.
f. Options Transactions The Fund can write (sell) put and call options on securities and indexes to earn premiums, for hedging purposes, for risk management purposes or otherwise as part of their investment strategies. In writing options, the Fund is required to deposit with the broker or counterparty, either in cash or securities, an amount equal to a percentage of the face value of the options. When an option is written, the premium received is recorded as an asset with an equal liability that is subsequently marked to market to reflect the market value of the written option. These liabilities, if any, are reflected as written options, at value, in the Fund’s Statement of Assets and Liabilities. Premiums received from writing options which expire unexercised are recorded on the expiration date as a realized gain. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium is less than the amount paid for the closing purchased transactions, as a realized loss. If a written call option is exercised, the premium is added to the proceeds from the sale of the underlying security in determining whether there has been a realized gain or loss. If a written put option is exercised, the premium reduces the cost basis of the security. In writing an option, the Fund bears the market risk of an unfavorable change in the price of the security underlying the written option. Exercise of a written option could result in the Fund purchasing or selling a security at a price different from its current market value.
g. Investment Income Dividend income is generally recorded on the ex-dividend date. Interest income, which includes amortization/accretion of premium/discount, is accrued and recorded daily.
h. Expenses Many expenses of the Trust can be directly attributed to a specific series of the Trust. Expenses that cannot be directly attributed to a specific series of the Trust are generally apportioned among all the series in the Trust, based on relative net assets.
NOTES TO FINANCIAL STATEMENTS — RS INVESTMENT QUALITY BOND VIP SERIES (UNAUDITED)
i. Distributions to Shareholders The Fund intends to declare and distribute substantially all net investment income, if any, at least once a year. Distributions of net realized capital gains, if any, are declared and paid at least once a year. Unless the Fund is instructed otherwise, all distributions to shareholders are credited in the form of additional shares of the Fund at the net asset value, recorded on the ex-dividend date.
j. Capital Accounts Due to the timing of dividend distributions and the differences in accounting for income and realized gains/(losses) for financial statement purposes versus federal income tax purposes, the fiscal year in which amounts are distributed may differ from the year in which the income and realized gains/(losses) were recorded by the Fund.
Note 2. Transactions with Affiliates
a. Advisory Fee Under the terms of the advisory agreement, which is reviewed and approved annually by the Board of Trustees, the Fund pays an investment advisory fee to RS Investment Management Co. LLC (“RS Investments”). Guardian Investor Services LLC (“GIS”), a subsidiary of Guardian Life, holds a majority interest in RS Investments. RS Investments receives an investment advisory fee based on the average daily net assets of the Fund at an annual rate of 0.50%.
RS Investments has entered into a Sub-Advisory Agreement with Park Avenue Institutional Advisers LLC (“Park Avenue”), a wholly-owned subsidiary of GIS. Park Avenue is responsible for providing day-to-day investment advisory services to the Fund, subject to the oversight of the Board of Trustees of the Trust and RS Investments. Sub-investment advisory fees paid by RS Investments to Park Avenue do not represent a separate or additional expense to the Fund.
b. Compensation of Trustees and Officers Trustees and officers of the Trust who are interested persons, as defined in the 1940 Act, of RS Investments receive no compensation from the Fund for acting as such. Trustees of the Trust who are not interested persons of RS Investments receive compensation and reimbursement of expenses from the Trust.
c. Principal Underwriter RS Funds Distributor LLC (“RSFD”), a wholly owned subsidiary of RS Investments, is the principal underwriter of the Fund shares. The Trust has entered into a distribution agreement with RSFD, which governs the sale and distribution of shares of the Fund. RSFD receives no compensation from the Trust or from purchasers of the Fund shares for acting as distributor of the Class I shares.
Note 3. Federal Income Taxes
a. Distributions to Shareholders The tax character of distributions paid to shareholders during the year ended December 31, 2015, which is the most recently completed tax year, was as follows:
| | | | |
Ordinary Income | | Long-Term Capital Gains | |
$24,092,661 | | $ | 2,839,100 | |
Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. These differences are primarily due to differing treatments of income and gains on various investment securities held by the Fund, timing differences, and differing characterizations of distributions made by the Fund.
Permanent book and tax basis differences will result in reclassifications to paid-in capital, undistributed net investment income and accumulated undistributed net realized gain/(loss) on investments and foreign currency transactions. Undistributed net investment income and accumulated undistributed net realized gain/(loss) on investments and foreign currency transactions may include temporary book and tax differences, which will reverse in a subsequent period.
As of December 31, 2015, the Fund made the following reclassifications of permanent book and tax basis differences:
| | | | | | | | |
Paid-in Capital | | Distributions in Excess of Net Investment Income | | | Accumulated Net Realized Loss | |
$(84,201) | | $ | 81,489 | | | $ | 2,712 | |
During any particular year, net realized gains from investment transactions, in excess of available capital loss carryforwards, would be taxable to the Fund if not distributed and, therefore, are normally distributed to shareholders annually.
In determining its taxable income, current tax law permits the Fund to elect to treat all or a portion of any net capital or currency loss realized after October 31 as occurring on the first day of the following fiscal year. For the year ended December 31, 2015, the Fund elected to defer net capital losses of $1,149,134.
b. Tax Basis of Investments The cost of investments for federal income tax purposes at June 30, 2016, was $718,626,942. The gross unrealized appreciation and depreciation on investments, on a tax basis, at June 30, 2016, aggregated $32,381,532 and $(4,258,058), respectively, resulting in net unrealized appreciation of $28,123,474.
NOTES TO FINANCIAL STATEMENTS — RS INVESTMENT QUALITY BOND VIP SERIES (UNAUDITED)
Note 4. Investments
a. Investment Purchases and Sales The cost of investments and U.S. government agency obligations purchased and the proceeds from U.S. government agency obligations and other investments sold (excluding short-term investments) for the six months ended June 30, 2016, were as follows:
| | | | | | | | |
| | Other Investments | | | U.S. Government and Agency Obligations | |
Purchases | | $ | 17,517,905 | | | $ | 619,800,198 | |
Sales | | | 98,479,396 | | | | 520,831,680 | |
b. Derivative Instruments and Hedging Activities The following is a summary of the fair valuation of the Fund’s derivative instruments categorized by risk exposure at June 30, 2016.
| | | | | | |
Derivative Instrument Type | | Statement of Assets and Liabilities Location | | Value | |
Financial Futures Contracts | | Net unrealized appreciation on futures contracts* | | $ | 350,632 | |
* | The cumulative appreciation of financial futures contracts is reported in the notes to the Schedule of Investments. Only the daily change in variation margin as of the reporting date is presented in the Statement of Assets and Liabilities. See Note 1d for additional information on futures contracts. |
The following is a summary of the effect of the Fund’s derivative instruments on the Statement of Operations for the six months ended June 30, 2016.
| | | | | | |
Derivative Instrument Type | | Location of Gain/ (Loss) on Derivatives Recognized in Income | | Amount | |
Financial Futures Contracts | | Net realized gain from futures contracts | | $ | 1,579,824 | |
| | |
| | Net realized loss from written options | | | (10,482 | ) |
| | |
| | Net change in unrealized appreciation/(depreciation) on futures contracts | | | 655,671 | |
The Fund held an average monthly face value of $38,386,959 in long position futures contracts for the six months ended June 30, 2016.
The Fund used exchange-traded U.S. Treasury futures and options on U.S. Treasury futures to generate income and manage interest rate exposure.
The Fund has entered into ISDA Master Agreements (“ISDA Agreements”) with various counterparties, which govern many types of derivative transactions (the
“Transactions”). An ISDA Agreement is a single contract with a counterparty that typically permits multiple Transactions governed by that contract to be net settled upon the designation by the non-defaulting party of an early termination date (the “Early Termination Date”) under such contract upon the occurrence of certain events of default or termination events. Upon the designation of such Early Termination Date, all Transactions governed by the applicable agreement may typically be terminated and a net settlement amount may be calculated. In addition, the Fund may receive and post cash and securities collateral under the ISDA Agreements, subject to the terms of the related credit support agreement. Such credit support agreement grants the non-defaulting party designating the Early Termination Date the right to liquidate the collateral that has been posted to it and apply the proceeds to the calculation of the net settlement amount. As of June 30, 2016, no derivative assets or liabilities are available for offset.
c. Repurchase Agreements The collateral for repurchase agreements is either cash or fully negotiable U.S. government securities (including U.S. government agency securities). Repurchase agreements are fully collateralized (including the interest accrued thereon) and such collateral is marked to market daily while the agreements remain in force. If the value of the collateral falls below the repurchase price plus accrued interest, the Fund will typically require the seller to deposit additional collateral by the next business day. If the request for additional collateral is not met, or the seller defaults, the Fund maintains the right to sell the collateral (although it may be prevented or delayed from doing so in certain circumstances) and may be required to claim any resulting loss against the seller.
d. Loans Floating rate loans in which the Fund invests are primarily “senior” loans. Senior floating rate loans typically hold a senior position in the capital structure of the borrower, are typically secured by specific collateral, and have a claim on the assets and/or stock of the borrower that is senior to that held by subordinated debtholders and stockholders of the borrower. While these protections may reduce risk, these investments still present significant credit risk. A significant portion of the Fund’s floating rate investments may be issued in connection with highly leveraged transactions such as leveraged buyouts, leveraged recapitalization loans, and other types of acquisition financing. Obligations in these types of transactions are subject to greater credit risk (including default and bankruptcy) than many other investments and may be, or become, illiquid. See Note 4(g) regarding below investment grade securities.
NOTES TO FINANCIAL STATEMENTS — RS INVESTMENT QUALITY BOND VIP SERIES (UNAUDITED)
The Fund may purchase second lien loans (secured loans with a claim on collateral subordinate to a senior lender’s claim on such collateral), fixed rate loans, unsecured loans, and other debt obligations.
Transactions in loans often settle on a delayed basis, and the Fund may not receive the proceeds from the sale of a loan or pay for a loan purchase for a substantial period of time after entering into the transactions.
e. Securities Purchased on a When-Issued or Delayed-Delivery Basis The Fund may purchase securities on a when-issued or delayed-delivery basis, with payment and delivery scheduled for a future date. These transactions are subject to market fluctuations and are subject to the risk that the value at delivery may be more or less than at the trade date purchase price. Although the Fund will generally enter into these transactions with the intention of taking delivery of the securities, it may sell the securities before the settlement date. Assets will be segregated when a Fund agrees to purchase on a when-issued or delayed-delivery basis. These transactions may create investment leverage.
f. Restricted and Illiquid Securities A restricted security cannot be resold to the general public without prior registration under the Securities Act of 1933 (except pursuant to an applicable exemption). The values of these securities may be highly volatile. If the security is subsequently registered and resold, the issuer would typically bear the expense of all registrations at no cost to the Fund. Restricted and illiquid securities are valued according to the guidelines and procedures adopted by the Trust’s Board of Trustees and are noted, if any, in the Fund’s Schedule of Investments.
g. Below Investment Grade Securities The Fund may invest in below investment grade securities (i.e. lower-quality, “junk” debt), which are subject to various risks. Lower-quality debt is considered to be speculative because it is less certain that the issuer will be able to pay interest or repay the principal than in the case of investment grade debt. These securities can involve a substantially greater risk of default than higher-rated securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about their issuers, the market and the economy in general, than higher-quality debt securities. The market for these securities can be less liquid, especially during periods of recession or general market decline.
h. Mortgage- and Asset-Backed Securities The values of some mortgage-related or asset-backed securities may be particularly sensitive to changes in prevailing
interest rates. Early repayment of principal on some mortgage-related securities may expose the Fund to a lower rate of return upon reinvestment of principal. The values of mortgage- and asset-backed securities depend in part on the credit quality and adequacy of the underlying assets or collateral and may fluctuate in response to the market’s perception of these factors as well as current and future repayment rates. Some mortgage-backed securities are backed by the full faith and credit of the U.S. government (e.g., mortgage-backed securities issued by the Government National Mortgage Association, commonly known as “Ginnie Mae”), while other mortgage-backed securities (e.g., mortgage-backed securities issued by the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation, commonly known as “Fannie Mae” and “Freddie Mac”), are backed only by the credit of the government entity issuing them. In addition, some mortgage-backed securities are issued by private entities and, as such, are not guaranteed by the U.S. government or any agency or instrumentality of the U.S. government.
Note 5. Temporary Borrowings
The Fund, with other funds managed by RS Investments, is party to a $350 million committed revolving credit facility from State Street Bank and Trust Company and Northern Trust Company, for temporary borrowing purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. Interest is calculated based on market rates at the time of borrowing. Under the term of the credit facility, in addition to the interest charged on any borrowings by the Fund, each fund pays a commitment fee of 0.11% per annum on its share of the unused portion of the credit facility.
For the six months ended June 30, 2016, the Fund did not borrow under the facility.
Note 6. Sales Transaction
On December 18, 2015, Victory Capital Management Inc. (“Victory Capital”) announced it had agreed to acquire RS Investments, subject to regulatory approvals in addition to customary closing conditions and consents, including approvals related to the Fund (the “Transaction”).
On January 19, 2016, the Board of Trustees of the Trust approved the reorganization of the Fund into a corresponding, newly-formed fund within the Victory family of funds (the “Acquiring Fund”) (the “Reorganization”), subject to shareholder approval of the Reorganization.
NOTES TO FINANCIAL STATEMENTS — RS INVESTMENT QUALITY BOND VIP SERIES (UNAUDITED)
Shareholder approval of the Reorganization was obtained as described further in the supplemental information section of this report.
On July 29, 2016, the Transaction and the Reorganization were consummated.
Note 7. Review for Subsequent Events
Management has evaluated subsequent events through the issuance of the Fund’s financial statements and determined that no material events have occurred that require disclosure other than the Transaction and the Reorganization.
Note 8. Indemnifications
Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts with its vendors and others that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund. However, based on experience, the Fund expects the risk of loss to be remote.
SUPPLEMENTAL INFORMATION (UNAUDITED)
Meeting of Shareholders
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.
Proposal to Reorganize Series of the Trust into Corresponding Series of Victory Variable Insurance Funds
| | | | | | | | | | | | |
Series | | Votes For | | | Votes Against/Withheld | | | Abstentions | |
RS Emerging Markets VIP Series | | | 3,401,538.7903 | | | | 121,554.1641 | | | | 145,386.6036 | |
RS High Yield VIP Series | | | 5,793,195.7949 | | | | 122,405.5448 | | | | 178,960.0313 | |
RS International VIP Series | | | 11,622,369.8819 | | | | 574,442.1452 | | | | 541,818.2679 | |
RS Investment Quality Bond VIP Series | | | 54,956,162.2983 | | | | 1,564,144.8878 | | | | 2,175,970.0389 | |
RS Large Cap Alpha VIP Series | | | 20,943,611.9457 | | | | 633,142.5830 | | | | 1,076,570.0223 | |
RS Low Duration Bond VIP Series | | | 23,988,194.4220 | | | | 478,209.0407 | | | | 919,315.8373 | |
RS S&P 500 Index VIP Series | | | 7,275,687.8140 | | | | 235,345.5598 | | | | 322,672.9432 | |
RS Small Cap Growth Equity VIP Series | | | 6,570,019.8176 | | | | 219,096.5872 | | | | 381,825.6672 | |
Portfolio Holdings and Proxy Voting Procedures
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the Securities and Exchange Commission’s website at http://www.sec.gov. The Fund’s Form N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330. This
information is also available, without charge, upon request, by calling toll-free 800-221-3253.
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 will be available (i) without charge, upon request, by calling toll-free 800-221-3253; and (ii) on the Securities and Exchange Commission’s website at http://www.sec.gov.
The Statement of Additional Information includes additional information about the Trust’s Trustees and Officers and is available, without charge, upon request by calling toll-free 800-221-3253.
This report is transmitted to shareholders only. It is not authorized for use as an offer of sale or a solicitation of an offer to buy shares of a Fund unless accompanied or preceded by that Fund’s current prospectus. Past performance results shown in this report should not be considered a representation of future performance. Investment returns and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Statements and other information herein are as dated and are subject to change.
RS VARIABLE
PRODUCTS TRUST
RS LOW DURATION BOND VIP SERIES
| | |
NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE | | |
TABLE OF CONTENTS
UNDERSTANDING YOUR FUND’S EXPENSES (UNAUDITED)
By investing in the Fund, you incur two types of costs: (1) transaction costs, including, as applicable, sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including as applicable, investment advisory fees; and other Fund expenses. The example below is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period January 1, 2016, to June 30, 2016. The table below shows the Fund’s expenses in two ways:
Expenses based on actual return
This section of the table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Expenses based on hypothetical 5% return for comparison purposes
This section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund with the cost of investing in other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore the second section is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If these transactional costs were included, your costs would have been higher. Charges and expenses at the insurance company separate account level are not reflected in the table.
| | | | | | | | | | | | | | |
| | Beginning Account Value 1/1/16 | | Ending Account Value 6/30/16 | | | Expenses Paid During Period* 1/1/16-6/30/16 | | | Expense Ratio During Period 1/1/16-6/30/16 | |
Based on Actual Return | | $1,000.00 | | | $1,018.80 | | | | $2.66 | | | | 0.53% | |
Based on Hypothetical Return (5% Return Before Expenses) | | $1,000.00 | | | $1,022.23 | | | | $2.66 | | | | 0.53% | |
* | Expenses are equal to the Fund’s annualized expense ratio as indicated, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). |
SCHEDULE OF INVESTMENTS — RS LOW DURATION BOND VIP SERIES
| | | | | | | | |
June 30, 2016 (unaudited) | | Principal Amount | | | Value | |
Agency Mortgage-Backed Securities – 3.6% | |
FHLMC 1534 Z 5.00% due 6/15/2023(1) | | $ | 25,822 | | | $ | 27,597 | |
5.00% due 8/1/2040(1) | | | 1,883,462 | | | | 2,081,362 | |
20 H 5.50% due 10/25/2023(1) | | | 13,822 | | | | 15,005 | |
7.00% due 9/1/2038(1) | | | 8,748 | | | | 10,716 | |
FNMA | | | | | | | | |
2.483% due 8/1/2046(1)(2) | | | 18,379 | | | | 18,431 | |
5.00% due 2/1/2041 - 10/1/2041(1) | | | 7,018,449 | | | | 7,816,703 | |
| | | | | | | | |
Total Agency Mortgage-Backed Securities (Cost $9,985,412) | | | | 9,969,814 | |
| | | | | | | | |
| | Principal Amount | | | Value | |
Asset-Backed Securities – 17.1% | |
Ally Auto Receivables Trust 2012-5 A4 0.85% due 1/16/2018(1) | | | 290,054 | | | | 290,011 | |
2014-2 B 2.10% due 3/16/2020 | | | 1,000,000 | | | | 1,010,904 | |
Ally Master Owner Trust 2012-5 A 1.54% due 9/15/2019 | | | 2,000,000 | | | | 2,006,281 | |
American Express Credit Account Master Trust 2013-1 A 0.862% due 2/16/2021(1)(2) | | | 1,800,000 | | | | 1,804,128 | |
2013-3 A 0.98% due 5/15/2019 | | | 2,000,000 | | | | 2,001,339 | |
2014-1 B 0.942% due 12/15/2021(2) | | | 2,100,000 | | | | 2,083,839 | |
Ameriquest Mortgage Securities, Inc. 2003-5 A6 4.359% due 4/25/2033(2) | | | 27,208 | | | | 27,621 | |
Avis Budget Rental Car Funding AESOP LLC 2013-1A A 1.92% due 9/20/2019(1)(3) | | | 2,700,000 | | | | 2,706,640 | |
2014-1A A 2.46% due 7/20/2020(1)(3) | | | 1,250,000 | | | | 1,267,656 | |
Bank of America Credit Card Trust 2007-A4 A4 0.482% due 11/15/2019(2) | | | 3,000,000 | | | | 2,995,349 | |
Capital One Multi-Asset Execution Trust 2007-A5 A5 0.482% due 7/15/2020(2) | | | 3,000,000 | | | | 2,990,544 | |
CarMax Auto Owner Trust 2015-2 A3 1.37% due 3/16/2020 | | | 2,100,000 | | | | 2,106,667 | |
Chase Issuance Trust 2007-C1 C1 0.902% due 4/15/2019(2) | | | 700,000 | | | | 698,211 | |
| | | | | | | | |
| | | | | | | | |
June 30, 2016 (unaudited) | | Principal Amount | | | Value | |
Asset-Backed Securities (continued) | | | | | |
Citibank Credit Card Issuance Trust 2014-A2 A2 1.02% due 2/22/2019(1) | | $ | 2,500,000 | | | $ | 2,502,604 | |
CNH Equipment Trust 2014-B A4 1.61% due 5/17/2021(1) | | | 1,000,000 | | | | 1,006,925 | |
DB Master Finance LLC 2015-1A A2I 3.262% due 2/20/2045(1)(3) | | | 651,750 | | | | 657,811 | |
Discover Card Execution Note Trust 2015-A1 A1 0.792% due 8/17/2020(2) | | | 2,500,000 | | | | 2,505,031 | |
Domino’s Pizza Master Issuer LLC 2012-1A A2 5.216% due 1/25/2042(1)(3) | | | 737,656 | | | | 759,196 | |
First Investors Auto Owner Trust 2015-2A A1 1.59% due 12/16/2019(3) | | | 715,927 | | | | 714,859 | |
Ford Credit Auto Lease Trust 2014-B A3 0.89% due 9/15/2017(1) | | | 387,827 | | | | 387,799 | |
2015-B A2A 1.04% due 5/15/2018 | | | 2,093,386 | | | | 2,093,519 | |
Golden Credit Card Trust 2015-3A A 0.862% due 7/15/2019(2)(3) | | | 2,400,000 | | | | 2,396,974 | |
Hyundai Auto Lease Securitization Trust 2014-B A4 1.26% due 9/17/2018(1)(3) | | | 900,000 | | | | 901,516 | |
Hyundai Auto Receivables Trust 2013-A B 1.13% due 9/17/2018 | | | 1,390,000 | | | | 1,388,467 | |
Kubota Credit Owner Trust 2014-1A A3 1.16% due 5/15/2018(1)(3) | | | 2,013,384 | | | | 2,013,617 | |
Mercedes Benz Auto Lease Trust 2015-B A2A 1.00% due 1/16/2018 | | | 448,258 | | | | 448,389 | |
2016-A A3 1.52% due 3/15/2019 | | | 1,100,000 | | | | 1,102,038 | |
Residential Asset Mortgage Products Trust 2002-RS4 AI5 6.163% due 8/25/2032(2) | | | 20,695 | | | | 19,723 | |
Synchrony Credit Card Master Note Trust 2012-6 A 1.36% due 8/17/2020(1) | | | 2,215,000 | | | | 2,220,610 | |
2016-1 A 2.04% due 3/15/2022 | | | 1,150,000 | | | | 1,171,045 | |
Toyota Auto Receivables Owner Trust 2014-C A3 0.93% due 7/16/2018 | | | 1,262,477 | | | | 1,261,956 | |
| | | | | | | | |
| | | | |
4 | | | | The accompanying notes are an integral part of these financial statements. |
RS LOW DURATION BOND VIP SERIES
| | | | | | | | |
June 30, 2016 (unaudited) | | Principal Amount | | | Value | |
Asset-Backed Securities (continued) | | | | | |
2016-A A3 1.25% due 3/16/2020 | | $ | 1,600,000 | | | $ | 1,606,158 | |
| | | | | | | | |
Total Asset-Backed Securities (Cost $47,035,002) | | | | 47,147,427 | |
| | | | | | | | |
| | Principal Amount | | | Value | |
Senior Secured Loans – 3.7% | | | | | |
Building Materials – 0.9% | | | | | |
ABC Supply Co., Inc. Term Loan 3.50% due 4/16/2020(2) | | | 977,795 | | | | 974,539 | |
Generac Power Systems, Inc. Term Loan B 3.50% due 5/31/2020(2) | | | 905,124 | | | | 891,546 | |
Quikrete Holdings, Inc. 1st Lien Term Loan 4.00% due 9/28/2020(2) | | | 538,847 | | | | 537,403 | |
| | | | | | | | |
| | | | | | | 2,403,488 | |
Consumer Products – 0.3% | | | | | |
Bombardier Recreational Products, Inc. 2016 Term Loan B 3.75% due 6/21/2023(2) | | | 977,143 | | | | 963,707 | |
| | | | | | | | |
| | | | | | | 963,707 | |
Gaming – 0.6% | | | | | | | | |
Boyd Gaming Corp. Term Loan B 4.00% due 8/14/2020(2) | | | 726,250 | | | | 724,841 | |
Scientific Games International, Inc. 2014 Term Loan B1 6.00% due 10/18/2020(2) | | | 975,000 | | | | 962,003 | |
| | | | | | | | |
| | | | | | | 1,686,844 | |
Health Care – 0.4% | | | | | | | | |
DaVita HealthCare Partners, Inc. Term Loan B 3.50% due 6/24/2021(2) | | | 1,181,184 | | | | 1,182,661 | |
| | | | | | | | |
| | | | | | | 1,182,661 | |
Leisure – 0.6% | | | | | | | | |
Kasima LLC New Term Loan B 3.25% due 5/17/2021(2) | | | 1,539,338 | | | | 1,535,013 | |
| | | | | | | | |
| | | | | | | 1,535,013 | |
Lodging – 0.1% | | | | | | | | |
Hilton Worldwide Finance LLC USD Term Loan B2 3.50% due 10/26/2020(2) | | | 138,980 | | | | 138,980 | |
| | | | | | | | |
| | | | | | | 138,980 | |
Media - Entertainment – 0.7% | |
Tribune Media Co. Term Loan 3.75% due 12/27/2020(2) | | | 312,131 | | | | 310,961 | |
WMG Acquisition Corp. New Term Loan 3.75% due 7/1/2020(2) | | | 1,716,685 | | | | 1,695,226 | |
| | | | | | | | |
| | | | | | | 2,006,187 | |
| | | | | | | | |
June 30, 2016 (unaudited) | | Principal Amount | | | Value | |
Pharmaceuticals – 0.1% | | | | | | | | |
Amgen, Inc. Term Loan 1.631% due 9/18/2018(2) | | $ | 345,000 | | | $ | 343,493 | |
| | | | | | | | |
| | | | | | | 343,493 | |
Total Senior Secured Loans (Cost $10,336,725) | | | | 10,260,373 | |
| | | | | | | | |
| | Principal Amount | | | Value | |
Commercial Mortgage-Backed Securities – 13.9% | |
American Tower Trust I 13 1A 1.551% due 3/15/2043(1)(3) | | | 1,000,000 | | | | 1,002,118 | |
Banc of America Commercial Mortgage Trust 2007-3 AM 5.723% due 6/10/2049(1)(2) | | | 950,000 | | | | 974,293 | |
2008-1 A4 6.436% due 2/10/2051(1)(2) | | | 1,513,722 | | | | 1,593,127 | |
Bear Stearns Commercial Mortgage Securities Trust 2006-T24 AM 5.568% due 10/12/2041(1)(2) | | | 1,700,000 | | | | 1,706,443 | |
2007-PW16 AM 5.91% due 6/11/2040(2) | | | 160,000 | | | | 165,368 | |
Citigroup Commercial Mortgage Trust 2006-C5 A4 5.431% due 10/15/2049(1) | | | 701,869 | | | | 703,216 | |
Citigroup/Deutsche Bank Commercial Mortgage Trust 2006-CD2 AM 5.506% due 1/15/2046(1)(2) | | | 10,375 | | | | 10,365 | |
2006-CD3 A5 5.617% due 10/15/2048(1) | | | 721,258 | | | | 721,592 | |
2006-CD3 AM 5.648% due 10/15/2048(1) | | | 1,350,000 | | | | 1,360,018 | |
Commercial Mortgage Trust 2014-CR15 A2 2.928% due 2/10/2047 | | | 2,200,000 | | | | 2,274,150 | |
Credit Suisse Commercial Mortgage Trust 2006-C4 AM 5.509% due 9/15/2039 | | | 1,202,809 | | | | 1,202,199 | |
2006-C5 AM 5.343% due 12/15/2039 | | | 1,950,000 | | | | 1,968,084 | |
GS Mortgage Securities Trust 2013-GC16 A2 3.033% due 11/10/2046 | | | 1,900,000 | | | | 1,961,367 | |
Hilton U.S.A. Trust 2013-HLT AFX 2.662% due 11/5/2030(1)(3) | | | 2,000,000 | | | | 2,008,540 | |
JPMBB Commercial Mortgage Securities Trust 2013-C15 A2 2.977% due 11/15/2045 | | | 764,530 | | | | 789,361 | |
| | | | | | | | |
| | | | |
The accompanying notes are an integral part of these financial statements. | | | | 5 |
SCHEDULE OF INVESTMENTS — RS LOW DURATION BOND VIP SERIES
| | | | | | | | |
June 30, 2016 (unaudited) | | Principal Amount | | | Value | |
Commercial Mortgage-Backed Securities (continued) | |
JPMorgan Chase Commercial Mortgage Securities Trust 2006-LDP7 AM 6.184% due 4/17/2045(1)(2) | | $ | 1,007,886 | | | $ | 1,006,546 | |
2007-CB18 A4 5.44% due 6/12/2047(1) | | | 1,665,705 | | | | 1,691,015 | |
2007-LD12 AM 6.203% due 2/15/2051(1)(2) | | | 2,100,000 | | | | 2,177,026 | |
2013-C16 A2 3.07% due 12/15/2046 | | | 1,639,777 | | | | 1,695,674 | |
Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11 A2 3.085% due 8/15/2046 | | | 1,600,000 | | | | 1,658,963 | |
2013-C13 A2 2.936% due 11/15/2046(1) | | | 1,500,000 | | | | 1,546,666 | |
2013-C8 A2 1.689% due 12/15/2048(1) | | | 253,960 | | | | 254,695 | |
Morgan Stanley Capital I Trust 2007-IQ16 A4 5.809% due 12/12/2049(1) | | | 1,035,907 | | | | 1,075,590 | |
SBA Tower Trust 2.24% due 4/15/2043(3) | | | 1,450,000 | | | | 1,453,967 | |
2.933% due 12/15/2042(1)(3) | | | 500,000 | | | | 500,871 | |
Wachovia Bank Commercial Mortgage Trust 2006-C28 AM 5.603% due 10/15/2048(2) | | | 1,500,000 | | | | 1,509,513 | |
2007-C31 AM 5.591% due 4/15/2047(1)(2) | | | 1,300,000 | | | | 1,328,369 | |
2007-C33 AM 6.147% due 2/15/2051(1)(2) | | | 2,250,000 | | | | 2,316,898 | |
Wells Fargo Commercial Mortgage Trust 2012-LC5 A2 1.844% due 10/15/2045 | | | 1,510,000 | | | | 1,519,029 | |
| | | | | | | | |
Total Commercial Mortgage-Backed Securities (Cost $39,588,405) | | | | 38,175,063 | |
| | | | | | | | |
| | Principal Amount | | | Value | |
Corporate Bonds – 36.9% | |
Aerospace & Defense – 0.4% | |
Harris Corp. Sr. Nt. 1.999% due 4/27/2018(1) | | | 1,000,000 | | | | 1,005,091 | |
L-3 Communications Corp. 3.95% due 11/15/2016 | | | 200,000 | | | | 202,088 | |
| | | | | | | | |
| | | | | | | 1,207,179 | |
Automotive – 0.9% | | | | | |
General Motors Financial Co., Inc. 3.25% due 5/15/2018(1) | | | 2,500,000 | | | | 2,551,820 | |
| | | | | | | | |
| | | | | | | 2,551,820 | |
Banking – 6.5% | | | | | |
Ally Financial, Inc. 2.75% due 1/30/2017(1) | | | 1,600,000 | | | | 1,607,478 | |
| | | | | | | | |
| | | | | | | | |
June 30, 2016 (unaudited) | | Principal Amount | | | Value | |
Banking (continued) | |
Bank of America Corp. Sr. Nt. 1.70% due 8/25/2017(1) | | $ | 2,500,000 | | | $ | 2,509,357 | |
Barclays Bank PLC Sub. Nt. 6.05% due 12/4/2017(1)(3) | | | 700,000 | | | | 733,062 | |
Capital One N.A. Sr. Nt. 1.50% due 3/22/2018 | | | 2,000,000 | | | | 1,993,824 | |
Citigroup, Inc. Sr. Nt. 1.85% due 11/24/2017(1) | | | 2,000,000 | | | | 2,011,024 | |
Deutsche Bank AG Sr. Nt. 1.875% due 2/13/2018(1) | | | 2,250,000 | | | | 2,235,913 | |
HSBC U.S.A., Inc. Sr. Nt. 1.625% due 1/16/2018(1) | | | 500,000 | | | | 499,109 | |
Lloyds Bank PLC 1.75% due 3/16/2018(1) | | | 1,500,000 | | | | 1,496,100 | |
4.20% due 3/28/2017(1) | | | 500,000 | | | | 511,336 | |
Morgan Stanley Sr. Nt. 2.45% due 2/1/2019 | | | 1,000,000 | | | | 1,018,775 | |
Regions Bank/Birmingham AL Sub. Nt. 7.50% due 5/15/2018(1) | | | 500,000 | | | | 548,348 | |
Societe Generale S.A. 2.75% due 10/12/2017(1) | | | 500,000 | | | | 508,185 | |
The Huntington National Bank Sr. Nt. 1.30% due 11/20/2016(1) | | | 1,000,000 | | | | 1,001,122 | |
UBS AG/Stamford CT Sr. Nt. 1.80% due 3/26/2018(1) | | | 1,250,000 | | | | 1,261,893 | |
| | | | | | | | |
| | | | | | | 17,935,526 | |
Brokerage Assetmanagers Exchanges – 0.7% | |
Nomura Holdings, Inc. Sr. Nt. 2.00% due 9/13/2016(1) | | | 1,000,000 | | | | 1,001,726 | |
S&P Global, Inc. Sr. Nt. 2.50% due 8/15/2018 | | | 895,000 | | | | 913,442 | |
| | | | | | | | |
| | | | | | | 1,915,168 | |
Building Materials – 0.2% | |
Martin Marietta Materials, Inc. Sr. Nt. 6.60% due 4/15/2018(1) | | | 500,000 | | | | 538,577 | |
| | | | | | | | |
| | | | | | | 538,577 | |
Cable Satellite – 0.7% | | | | | |
Time Warner Cable, Inc. 5.85% due 5/1/2017(1) | | | 1,750,000 | | | | 1,811,556 | |
| | | | | | | | |
| | | | | | | 1,811,556 | |
| | | | |
6 | | | | The accompanying notes are an integral part of these financial statements. |
RS LOW DURATION BOND VIP SERIES
| | | | | | | | |
June 30, 2016 (unaudited) | | Principal Amount | | | Value | |
Communications – 0.7% | | | | | |
AT&T, Inc. Sr. Nt. 2.40% due 3/15/2017 | | $ | 1,950,000 | | | $ | 1,966,489 | |
| | | | | | | | |
| | | | | | | 1,966,489 | |
Construction Machinery – 0.2% | | | | | |
CNH Industrial Capital LLC 3.25% due 2/1/2017(1) | | | 500,000 | | | | 503,000 | |
| | | | | | | | |
| | | | | | | 503,000 | |
Consumer Products – 1.3% | | | | | |
Newell Rubbermaid, Inc. Sr. Nt. 2.60% due 3/29/2019 | | | 3,500,000 | | | | 3,591,634 | |
| | | | | | | | |
| | | | | | | 3,591,634 | |
Diversified Manufacturing – 0.2% | | | | | |
Pentair Finance S.A. 1.875% due 9/15/2017(1) | | | 500,000 | | | | 499,092 | |
| | | | | | | | |
| | | | | | | 499,092 | |
Electric – 2.7% | | | | | |
American Electric Power Co., Inc. Sr. Nt. 1.65% due 12/15/2017(1) | | | 300,000 | | | | 300,865 | |
CMS Energy Corp. Sr. Nt. 6.55% due 7/17/2017(1) | | | 500,000 | | | | 526,421 | |
DPL, Inc. Sr. Nt. 6.50% due 10/15/2016 | | | 15,000 | | | | 15,000 | |
Exelon Corp. Sr. Nt. 1.55% due 6/9/2017 | | | 1,250,000 | | | | 1,252,164 | |
FirstEnergy Corp. Sr. Nt. Series A 2.75% due 3/15/2018(1) | | | 1,100,000 | | | | 1,113,698 | |
GenOn Energy, Inc. Sr. Nt. 7.875% due 6/15/2017(1) | | | 1,000,000 | | | | 840,000 | |
NextEra Energy Capital Holdings, Inc. 1.586% due 6/1/2017(1) | | | 1,000,000 | | | | 1,002,410 | |
Southern Power Co. Sr. Nt. 1.85% due 12/1/2017 | | | 1,250,000 | | | | 1,259,864 | |
The Dayton Power & Light Co. 1.875% due 9/15/2016 | | | 1,200,000 | | | | 1,201,561 | |
| | | | | | | | |
| | | | | | | 7,511,983 | |
Finance Companies – 1.7% | | | | | |
AerCap Ireland Capital Ltd. 2.75% due 5/15/2017 | | | 1,600,000 | | | | 1,601,077 | |
Air Lease Corp. Sr. Nt. 2.125% due 1/15/2018(1) | | | 1,500,000 | | | | 1,492,500 | |
CIT Group, Inc. Sr. Nt. 4.25% due 8/15/2017(1) | | | 1,500,000 | | | | 1,527,750 | |
| | | | | | | | |
| | | | | | | 4,621,327 | |
| | | | | | | | |
June 30, 2016 (unaudited) | | Principal Amount | | | Value | |
Financial - Other – 0.1% | | | | | | | | |
Icahn Enterprises LP 3.50% due 3/15/2017(1) | | $ | 300,000 | | | $ | 301,290 | |
| | | | | | | | |
| | | | | | | 301,290 | |
Food And Beverage – 2.1% | | | | | | | | |
Anheuser-Busch InBev Finance, Inc. 1.90% due 2/1/2019 | | | 1,500,000 | | | | 1,525,470 | |
Kraft Heinz Foods Co. 1.60% due 6/30/2017(3) | | | 3,000,000 | | | | 3,010,080 | |
Molson Coors Brewing Co. 1.45% due 7/15/2019 | | | 1,250,000 | | | | 1,253,165 | |
| | | | | | | | |
| | | | | | | 5,788,715 | |
Government Related – 1.3% | | | | | | | | |
Abu Dhabi National Energy Co. PJSC Sr. Nt. 2.50% due 1/12/2018(1)(3) | | | 500,000 | | | | 502,760 | |
CNOOC Nexen Finance 2014 ULC 1.625% due 4/30/2017(1) | | | 2,000,000 | | | | 2,003,270 | |
Petroleos Mexicanos 5.50% due 2/4/2019(3) | | | 1,000,000 | | | | 1,051,000 | |
| | | | | | | | |
| | | | | | | 3,557,030 | |
Healthcare – 1.6% | | | | | | | | |
Becton Dickinson and Co. Sr. Nt. 1.80% due 12/15/2017(1) | | | 1,500,000 | | | | 1,512,262 | |
Laboratory Corp. of America Holdings Sr. Nt. 2.50% due 11/1/2018(1) | | | 750,000 | | | | 761,870 | |
St. Jude Medical, Inc. Sr. Nt. 2.00% due 9/15/2018 | | | 2,000,000 | | | | 2,022,850 | |
| | | | | | | | |
| | | | | | | 4,296,982 | |
Home Construction – 0.4% | | | | | | | | |
DR Horton, Inc. 3.625% due 2/15/2018(1) | | | 500,000 | | | | 507,975 | |
Lennar Corp. 4.50% due 6/15/2019(1) | | | 640,000 | | | | 664,256 | |
| | | | | | | | |
| | | | | | | 1,172,231 | |
Independent Energy – 0.4% | | | | | | | | |
Canadian Natural Resources Ltd. Sr. Nt. 1.75% due 1/15/2018 | | | 1,000,000 | | | | 991,247 | |
| | | | | | | | |
| | | | | | | 991,247 | |
Industrial - Other – 0.7% | | | | | | | | |
AECOM Global II LLC 3.85% due 4/1/2017(1) | | | 500,000 | | | | 503,445 | |
Hutchison Whampoa International 14 Ltd. 1.625% due 10/31/2017(1)(3) | | | 1,500,000 | | | | 1,506,838 | |
| | | | | | | | |
| | | | | | | 2,010,283 | |
| | | | |
The accompanying notes are an integral part of these financial statements. | | | | 7 |
SCHEDULE OF INVESTMENTS — RS LOW DURATION BOND VIP SERIES
| | | | | | | | |
June 30, 2016 (unaudited) | | Principal Amount | | | Value | |
Insurance: Property - Casualty – 0.8% | |
Assurant, Inc. Sr. Nt. 2.50% due 3/15/2018(1) | | $ | 1,408,000 | | | $ | 1,425,037 | |
XLIT Ltd. 2.30% due 12/15/2018(1) | | | 750,000 | | | | 757,723 | |
| | | | | | | | |
| | | | | | | 2,182,760 | |
Media - Entertainment – 0.6% | | | | | | | | |
The Interpublic Group of Cos., Inc. Sr. Nt. 2.25% due 11/15/2017(1) | | | 1,500,000 | | | | 1,509,681 | |
| | | | | | | | |
| | | | | | | 1,509,681 | |
Metals And Mining – 0.4% | | | | | | | | |
Teck Resources Ltd. 2.50% due 2/1/2018(1) | | | 150,000 | | | | 149,625 | |
Vale Overseas Ltd. 6.25% due 1/23/2017 | | | 1,000,000 | | | | 1,022,900 | |
| | | | | | | | |
| | | | | | | 1,172,525 | |
Midstream – 1.2% | | | | | | | | |
Buckeye Partners LP Sr. Nt. 2.65% due 11/15/2018(1) | | | 1,000,000 | | | | 1,014,113 | |
Columbia Pipeline Group, Inc. 2.45% due 6/1/2018 | | | 500,000 | | | | 501,612 | |
Kinder Morgan, Inc. 2.00% due 12/1/2017(1) | | | 1,700,000 | | | | 1,690,907 | |
| | | | | | | | |
| | | | | | | 3,206,632 | |
Oil Field Services – 0.2% | | | | | | | | |
Nabors Industries, Inc. 2.35% due 9/15/2016(1) | | | 600,000 | | | | 599,072 | |
| | | | | | | | |
| | | | | | | 599,072 | |
Pharmaceuticals – 4.0% | | | | | |
AbbVie, Inc. Sr. Nt. 2.00% due 11/6/2018 | | | 2,500,000 | | | | 2,525,522 | |
Actavis Funding SCS 2.35% due 3/12/2018(1) | | | 2,200,000 | | | | 2,229,984 | |
Celgene Corp. Sr. Nt. 2.125% due 8/15/2018 | | | 1,200,000 | | | | 1,217,935 | |
Gilead Sciences, Inc. Sr. Nt. 1.85% due 9/4/2018 | | | 2,000,000 | | | | 2,035,466 | |
Mallinckrodt International Finance S.A. 3.50% due 4/15/2018(1) | | | 850,000 | | | | 826,625 | |
Mylan N.V. 2.50% due 6/7/2019(3) | | | 1,500,000 | | | | 1,519,917 | |
Mylan, Inc. 1.35% due 11/29/2016(1) | | | 750,000 | | | | 749,172 | |
| | | | | | | | |
| | | | | | | 11,104,621 | |
Real Estate Investment Trusts – 0.5% | |
Realty Income Corp. Sr. Nt. 5.375% due 9/15/2017(1) | | | 560,000 | | | | 586,080 | |
| | | | | | | | |
| | | | | | | | |
June 30, 2016 (unaudited) | | Principal Amount | | | Value | |
Real Estate Investment Trusts (continued) | |
Select Income REIT Sr. Nt. 2.85% due 2/1/2018(1) | | $ | 750,000 | | | $ | 755,875 | |
| | | | | | | | |
| | | | | | | 1,341,955 | |
Refining – 0.4% | | | | | | | | |
Marathon Petroleum Corp. Sr. Nt. 2.70% due 12/14/2018 | | | 1,000,000 | | | | 1,022,454 | |
| | | | | | | | |
| | | | | | | 1,022,454 | |
Restaurants – 0.3% | | | | | | | | |
McDonald’s Corp. Sr. Nt. 2.10% due 12/7/2018 | | | 750,000 | | | | 767,529 | |
| | | | | | | | |
| | | | | | | 767,529 | |
Retailers – 1.5% | | | | | | | | |
CVS Health Corp. Sr. Nt. 1.20% due 12/5/2016(1) | | | 1,250,000 | | | | 1,251,980 | |
Walgreens Boots Alliance, Inc. Sr. Nt. 1.75% due 11/17/2017 - 5/30/2018 | | | 2,950,000 | | | | 2,971,721 | |
| | | | | | | | |
| | | | | | | 4,223,701 | |
Technology – 2.5% | | | | | | | | |
Diamond 1 Finance Corp. Sr. Sec. Nt. 3.48% due 6/1/2019(3) | | | 1,250,000 | | | | 1,280,513 | |
Fidelity National Information Services, Inc. 1.45% due 6/5/2017 | | | 1,750,000 | | | | 1,747,933 | |
Hewlett Packard Enterprise Co. Sr. Nt. 2.45% due 10/5/2017(3) | | | 2,500,000 | | | | 2,532,400 | |
KLA-Tencor Corp. Sr. Nt. 2.375% due 11/1/2017(1) | | | 1,000,000 | | | | 1,008,523 | |
NXP B.V. 3.50% due 9/15/2016(3) | | | 236,000 | | | | 236,244 | |
| | | | | | | | |
| | | | | | | 6,805,613 | |
Tobacco – 0.7% | | | | | | | | |
Reynolds American, Inc. 2.30% due 6/12/2018 | | | 2,000,000 | | | | 2,032,084 | |
| | | | | | | | |
| | | | | | | 2,032,084 | |
Wireless – 1.0% | | | | | | | | |
American Tower Corp. Sr. Nt. 4.50% due 1/15/2018(1) | | | 2,690,000 | | | | 2,806,423 | |
| | | | | | | | |
| | | | | | | 2,806,423 | |
Total Corporate Bonds (Cost $100,931,534) | | | | 101,546,179 | |
| | | | | | | | |
| | Principal Amount | | | Value | |
Non-Agency Mortgage-Backed Securities – 7.1% | |
Banc of America Funding Trust 2005-D A1 2.926% due 5/25/2035(1)(2) | | | 597,854 | | | | 609,493 | |
| | | | | | | | |
| | | | |
8 | | | | The accompanying notes are an integral part of these financial statements. |
RS LOW DURATION BOND VIP SERIES
| | | | | | | | |
June 30, 2016 (unaudited) | | Principal Amount | | | Value | |
Non-Agency Mortgage-Backed Securities (continued) | |
Banc of America Mortgage Securities Trust 2003-J 2A2 3.039% due 11/25/2033(1)(2) | | $ | 494,238 | | | $ | 491,426 | |
Bear Stearns ALT-A Trust 2003-3 2A 2.833% due 10/25/2033(1)(2) | | | 884,999 | | | | 878,282 | |
2004-4 A1 1.053% due 6/25/2034(1)(2) | | | 490,004 | | | | 464,808 | |
2004-6 1A 1.093% due 7/25/2034(1)(2) | | | 426,871 | | | | 405,043 | |
2004-7 2A1 2.937% due 8/25/2034(1)(2) | | | 739,321 | | | | 740,247 | |
Chase Mortgage Finance Trust 2007-A1 2A1 3.044% due 2/25/2037(1)(2) | | | 155,772 | | | | 155,320 | |
Countrywide Home Loans Mortgage Pass-Through Trust 2002-19 1A1 6.25% due 11/25/2032 | | | 14,373 | | | | 14,845 | |
CS First Boston Mortgage Securities Corp. 2003-23 2A8 4.50% due 10/25/2018(1) | | | 24,816 | | | | 24,773 | |
2003-8 2A1 5.00% due 4/25/2018(1) | | | 17,224 | | | | 17,458 | |
2004-5 5A1 5.00% due 8/25/2019 | | | 78,341 | | | | 79,113 | |
2004-AR5 3A1 2.835% due 6/25/2034(1)(2) | | | 462,046 | | | | 438,703 | |
2004-AR5 6A1 3.06% due 6/25/2034(1)(2) | | | 974,799 | | | | 968,235 | |
2004-AR7 4A1 2.818% due 11/25/2034(1)(2) | | | 900,365 | | | | 906,412 | |
Fannie Mae Connecticut Avenue Securities 2015-C01 1M1 1.953% due 2/25/2025(2) | | | 1,469,458 | | | | 1,470,398 | |
Freddie Mac Structured Agency Credit Risk Debt Notes 2014-DN4 M2 2.853% due 10/25/2024(2) | | | 726,464 | | | | 731,528 | |
GSR Mortgage Loan Trust 2005-AR6 1A1 2.978% due 9/25/2035(1)(2) | | | 569,094 | | | | 580,671 | |
Impac CMB Trust 2004-7 1A1 1.193% due 11/25/2034(1)(2) | | | 995,012 | | | | 927,476 | |
JPMorgan Mortgage Trust 2004-S1 1A7 5.00% due 9/25/2034(1) | | | 12,770 | | | | 13,068 | |
2004-S2 1A3 4.75% due 11/25/2019(1) | | | 33,751 | | | | 34,283 | |
2005-A1 3A1 2.916% due 2/25/2035(1)(2) | | | 174,865 | | | | 176,608 | |
2006-A2 5A1 2.705% due 11/25/2033(1)(2)
| | | 227,502 | | | | 228,418 | |
Master Adjustable Rate Mortgages Trust 2004-13 2A1 2.851% due 4/21/2034(1)(2) | | | 323,735 | | | | 323,857 | |
| | | | | | | | |
| | | | | | | | |
June 30, 2016 (unaudited) | | Principal Amount | | | Value | |
Non-Agency Mortgage-Backed Securities (continued) | |
2004-13 3A7 2.924% due 11/21/2034(1)(2) | | $ | 996,647 | | | $ | 1,013,010 | |
Master Asset Securitization Trust 2003-5 2A1 5.00% due 6/25/2018 | | | 25,234 | | | | 25,774 | |
Merrill Lynch Mortgage Investors Trust 2004-B A1 0.953% due 5/25/2029(1)(2) | | | 485,815 | | | | 471,841 | |
2005-A2 A2 2.65% due 2/25/2035(1)(2) | | | 753,919 | | | | 751,756 | |
Morgan Stanley Mortgage Loan Trust 2004-1 1A9 4.50% due 11/25/2018(1) | | | 21,161 | | | | 21,310 | |
2004-7AR 2A1 2.669% due 9/25/2034(1)(2) | | | 645,271 | | | | 630,056 | |
2005-6AR 1A1 0.733% due 11/25/2035(1)(2) | | | 411,657 | | | | 396,156 | |
MortgageIT Trust 2004-1 A1 1.233% due 11/25/2034(1)(2) | | | 822,445 | | | | 778,223 | |
Prime Mortgage Trust 2003-3 A9 5.50% due 1/25/2034(1) | | | 118,288 | | | | 117,588 | |
2004-2 A2 4.75% due 11/25/2019(1) | | | 52,405 | | | | 52,466 | |
Residential Asset Mortgage Products Trust 2005-SL1 A4 6.00% due 5/25/2032(1) | | | 835 | | | | 833 | |
Residential Asset Securitization Trust 2003-A2 A1 4.25% due 5/25/2033(1) | | | 297,139 | | | | 292,945 | |
Residential Funding Mortgage Securities I Trust 2005-S3 A1 4.75% due 3/25/2020 | | | 23,189 | | | | 23,450 | |
Structured Adjustable Rate Mortgage Loan Trust 2004-6 4A1 2.945% due 6/25/2034(1)(2) | | | 484,703 | | | | 480,757 | |
Structured Asset Securities Corp. 2003-29 2A1 5.25% due 9/25/2023(1) | | | 141,170 | | | | 142,858 | |
2003-34A 3A2 2.876% due 11/25/2033(1)(2) | | | 661,910 | | | | 645,698 | |
2004-21XS 2A6A 4.74% due 12/25/2034(1)(2) | | | 5,399 | | | | 5,483 | |
2004-3 3A1 5.50% due 3/25/2019(1) | | | 37,532 | | | | 38,048 | |
Thornburg Mortgage Securities Trust 2004-3 A 1.193% due 9/25/2044(1)(2) | | | 729,206 | | | | 664,812 | |
Wells Fargo Mortgage Backed Securities Trust 2003-J 2A1 2.636% due 10/25/2033(1) | | | 48,998 | | | | 49,094 | |
2003-N 2A1 2.666% due 12/25/2033(1)(2) | | | 108,512 | | | | 106,177 | |
| | | | | | | | |
| | | | |
The accompanying notes are an integral part of these financial statements. | | | | 9 |
SCHEDULE OF INVESTMENTS — RS LOW DURATION BOND VIP SERIES
| | | | | | | | |
June 30, 2016 (unaudited) | | Principal Amount | | | Value | |
Non-Agency Mortgage-Backed Securities (continued) | |
2004-M A7 2.781% due 8/25/2034(1)(2) | | $ | 331,528 | | | $ | 332,256 | |
2004-O A1 2.757% due 8/25/2034(1)(2) | | | 178,411 | | | | 176,895 | |
2004-Z 2A2 2.851% due 12/25/2034(1) | | | 158,896 | | | | 157,871 | |
2005-AR10 2A6 2.88% due 6/25/2035(1)(2) | | | 192,028 | | | | 194,122 | |
2005-AR12 2A5 2.896% due 6/25/2035(1)(2) | | | 343,353 | | | | 348,908 | |
2005-AR12 2A6 2.896% due 6/25/2035(1)(2) | | | 294,232 | | | | 296,772 | |
2005-AR16 3A2 2.938% due 3/25/2035(1)(2) | | | 618,895 | | | | 619,609 | |
| | | | | | | | |
Total Non-Agency Mortgage-Backed Securities (Cost $19,697,033) | | | | 19,515,233 | |
| | | | | | | | |
| | Principal Amount | | | Value | |
U.S. Agencies – 0.2% | | | | | | | | |
FHLMC 2.00% due 8/25/2016(1) | | | 600,000 | | | | 601,403 | |
| | | | | | | | |
Total U.S. Agencies (Cost $600,741) | | | | 601,403 | |
| | | | | | | | |
| | Principal Amount | | | Value | |
U.S. Government Securities – 12.0% | |
U.S. Treasury Notes 0.50% due 11/30/2016(1) | | | 5,800,000 | | | | 5,803,121 | |
0.75% due 1/15/2017(1) | | | 3,715,000 | | | | 3,721,167 | |
0.75% due 2/28/2018 - 4/30/2018 | | | 13,110,000 | | | | 13,146,604 | |
0.875% due 7/15/2017 - 4/15/2019 | | | 10,400,000 | | | | 10,439,956 | |
| | | | | | | | |
Total U.S. Government Securities (Cost $33,043,865) | | | | 33,110,848 | |
| | | | | | | | |
June 30, 2016 (unaudited) | | Principal Amount | | | Value | |
Repurchase Agreements – 5.5% | | | | | |
| | |
Fixed Income Clearing Corp. Repurchase Agreement, 0.03%, dated 6/30/2016, maturity value of $15,167,013, due 7/1/2016(4) | | $ | 15,167,000 | | | $ | 15,167,000 | |
Total Repurchase Agreements (Cost $15,167,000) | | | | 15,167,000 | |
Total Investments - 100.0% (Cost $276,385,717) | | | | 275,493,340 | |
Other Liabilities, Net - 0.0% | | | | (106,787 | ) |
Total Net Assets - 100.0% | | | $ | 275,386,553 | |
(1) | Securities are segregated to cover anticipated or existing derivative positions or to be announced securities (TBA). |
(2) | Variable rate securities, which may include step-up bonds or adjustable rate mortgages. The rate shown is the rate in effect at June 30, 2016. |
(3) | Securities that may be resold in transactions, exempt from registration under Rule 144A of the Securities Act of 1933, normally to certain qualified buyers. At June 30, 2016, the aggregate market value of these securities amounted to $28,756,579, representing 10.4% of net assets. These securities have been deemed liquid by the investment adviser pursuant to the Fund’s liquidity procedures approved by the Board of Trustees. |
(4) | The table below presents collateral for repurchase agreements. |
| | | | | | | | | | | | |
Security | | Coupon | | | Maturity Date | | | Value | |
U.S. Treasury Inflation Indexed Note | | | 0.125% | | | | 4/15/2017 | | | $ | 15,474,080 | |
The table below presents futures contracts as of June 30, 2016:
| | | | | | | | | | | | | | | | | | | | |
Description | | Counterparty | | | Number of Contracts | | | Expiration | | | Face Value (000s) | | | Unrealized Appreciation | |
Purchased Futures Contracts | | | | | | | | | | | | | | | | | | | | |
2 YR U.S. Treasury Note | | | Goldman Sachs & Co. | | | | 374 | | | | 9/30/2016 | | | $ | 82,029 | | | $ | 548,097 | |
5 YR U.S. Treasury Note | | | Goldman Sachs & Co. | | | | 83 | | | | 9/30/2016 | | | | 10,140 | | | | 121,070 | |
| | | | | | | | | | | | | | | | | | | | |
Total | | | | | | | | | | | | | | | | | | $ | 669,167 | |
| | | | | | | | | | | | | | | | | | | | |
Description | | Counterparty | | | Number of Contracts | | | Expiration | | | Face Value (000s) | | | Unrealized Depreciation | |
Sold Futures Contracts | | | | | | | | | | | | | | | | | | | | |
10 YR U.S. Treasury Note | | | Goldman Sachs & Co. | | | | 37 | | | | 9/21/2016 | | | $ | 4,920 | | | $ | (99,777 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | | |
10 | | | | The accompanying notes are an integral part of these financial statements. |
RS LOW DURATION BOND VIP SERIES
The following is a summary of the inputs used as of June 30, 2016, in valuing the Fund’s investments. For more information on valuation inputs, please refer to Note 1a of the accompanying Notes to Financial Statements.
| | | | | | | | | | | | | | | | |
| | Valuation Inputs | | | | |
Investments in Securities (unaudited) | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Agency Mortgage-Backed Securities | | $ | — | | | $ | 9,969,814 | | | $ | — | | | $ | 9,969,814 | |
Asset-Backed Securities | | | — | | | | 47,147,427 | | | | — | | | | 47,147,427 | |
Senior Secured Loans | | | — | | | | 10,260,373 | | | | — | | | | 10,260,373 | |
Commercial Mortgage-Backed Securities | | | — | | | | 38,175,063 | | | | — | | | | 38,175,063 | |
Corporate Bonds | | | — | | | | 101,546,179 | | | | — | | | | 101,546,179 | |
Non-Agency Mortgage-Backed Securities | | | — | | | | 19,515,233 | | | | — | | | | 19,515,233 | |
U.S. Agencies | | | — | | | | 601,403 | | | | — | | | | 601,403 | |
U.S. Government Securities | | | — | | | | 33,110,848 | | | | — | | | | 33,110,848 | |
Repurchase Agreements | | | — | | | | 15,167,000 | | | | — | | | | 15,167,000 | |
Other Financial Instruments: | | | | | | | | | | | | | | | | |
Financial Futures Contracts | | | 569,390 | | | | — | | | | — | | | | 569,390 | |
Total | | $ | 569,390 | | | $ | 275,493,340 | | | $ | — | | | $ | 276,062,730 | |
| | | | |
The accompanying notes are an integral part of these financial statements. | | | | 11 |
FINANCIAL INFORMATION — RS LOW DURATION BOND VIP SERIES
| | | | |
Statement of Assets and Liabilities As of June 30, 2016 (unaudited) | | | |
Assets | | | | |
Investments, at value | | $ | 275,493,340 | |
Cash | | | 314 | |
Cash deposits with brokers for futures contracts | | | 309,000 | |
Interest receivable | | | 950,119 | |
Receivable for variation margin on futures contracts | | | 61,970 | |
Receivable for fund shares subscribed | | | 25,829 | |
Prepaid expenses | | | 718 | |
| | | | |
Total Assets | | | 276,841,290 | |
| | | | |
| |
Liabilities | | | | |
Payable for investments purchased | | | 1,249,375 | |
Payable to adviser | | | 101,361 | |
Payable for fund shares redeemed | | | 24,764 | |
Accrued trustees’ fees | | | 5,861 | |
Accrued expenses/other liabilities | | | 73,376 | |
| | | | |
Total Liabilities | | | 1,454,737 | |
| | | | |
Total Net Assets | | $ | 275,386,553 | |
| | | | |
| |
Net Assets Consist of: | | | | |
Paid-in capital | | $ | 277,165,399 | |
Accumulated undistributed net investment income | | | 1,888,013 | |
Accumulated net realized loss from investments and futures contracts | | | (3,343,872 | ) |
Net unrealized depreciation on investments and futures contracts | | | (322,987 | ) |
| | | | |
Total Net Assets | | $ | 275,386,553 | |
| | | | |
Investments, at Cost | | $ | 276,385,717 | |
| | | | |
| |
Pricing of Shares | | | | |
Shares of Beneficial Interest Outstanding with No Par Value | | | 26,686,052 | |
Net Asset Value Per Share | | | $10.32 | |
| |
| | | | |
Statement of Operations For the Six-Month Period Ended June 30, 2016 (unaudited) | |
Investment Income | | | | |
Interest | | $ | 2,599,463 | |
| | | | |
Total Investment Income | | | 2,599,463 | |
| | | | |
| |
Expenses | | | | |
Investment advisory fees | | | 598,722 | |
Custodian fees | | | 30,921 | |
Professional fees | | | 25,118 | |
Administrative service fees | | | 13,976 | |
Shareholder reports | | | 13,483 | |
Transfer agent fees | | | 11,120 | |
Trustees’ fees | | | 9,693 | |
Other expenses | | | 8,417 | |
| | | | |
Total Expenses | | | 711,450 | |
| | | | |
Net Investment Income | | | 1,888,013 | |
| | | | |
| |
Realized Gain/(Loss) and Change in Unrealized Appreciation/Depreciation on Investments and Futures Contracts | | | | |
Net realized loss from investments | | | (880,557 | ) |
Net realized gain from futures contracts | | | 171,429 | |
Net change in unrealized appreciation/depreciation on investments | | | 3,041,113 | |
Net change in unrealized appreciation/depreciation on futures contracts | | | 676,980 | |
| | | | |
Net Gain on Investments and Futures Contracts | | | 3,008,965 | |
| | | | |
Net Increase in Net Assets Resulting from Operations | | $ | 4,896,978 | |
| | | | |
| | | | |
| | | | |
12 | | | | The accompanying notes are an integral part of these financial statements. |
FINANCIAL INFORMATION — RS LOW DURATION BOND VIP SERIES
| | | | | | | | |
Statements of Changes in Net Assets Six-Months-Ended Numbers are unaudited | | | | | | |
| | |
| | For the Six Months Ended 6/30/16 | | | For the Year Ended 12/31/15 | |
| | | |
Operations | | | | | | | | |
Net investment income | | $ | 1,888,013 | | | $ | 3,645,377 | |
Net realized loss from investments and futures contracts | | | (709,128 | ) | | | (862,133 | ) |
Net change in unrealized appreciation/depreciation on investments and futures contracts | | | 3,718,093 | | | | (1,493,879 | ) |
| | | | | | | | |
Net Increase in Net Assets Resulting from Operations | | | 4,896,978 | | | | 1,289,365 | |
| | | | | | | | |
| | |
Distributions to Shareholders | | | | | | | | |
Net investment income | | | — | | | | (3,703,445 | ) |
| | | | | | | | |
Total Distributions | | | — | | | | (3,703,445 | ) |
| | | | | | | | |
| | |
Capital Share Transactions | | | | | | | | |
Proceeds from sales of shares | | | 23,420,364 | | | | 34,018,772 | |
Reinvestment of distributions | | | — | | | | 3,703,445 | |
Cost of shares redeemed | | | (29,094,741 | ) | | | (24,658,158 | ) |
| | | | | | | | |
Net Increase/(Decrease) in Net Assets Resulting from Capital Share Transactions | | | (5,674,377 | ) | | | 13,064,059 | |
| | | | | | | | |
Net Increase/(Decrease) in Net Assets | | | (777,399 | ) | | | 10,649,979 | |
| | | | | | | | |
| | |
Net Assets | | | | | | | | |
Beginning of period | | | 276,163,952 | | | | 265,513,973 | |
| | | | | | | | |
End of period | | $ | 275,386,553 | | | $ | 276,163,952 | |
| | | | | | | | |
Accumulated Undistributed Net Investment Income Included in Net Assets | | $ | 1,888,013 | | | $ | — | |
| | | | | | | | |
| | |
Other Information: | | | | | | | | |
Shares | | | | | | | | |
Sold | | | 2,286,526 | | | | 3,303,142 | |
Reinvested | | | — | | | | 365,592 | |
Redeemed | | | (2,858,879 | ) | | | (2,393,868 | ) |
| | | | | | | | |
Net Increase/(Decrease) | | | (572,353 | ) | | | 1,274,866 | |
| | | | | | | | |
| | | | | | | | |
| | | | |
The accompanying notes are an integral part of these financial statements. | | | | 13 |
FINANCIAL INFORMATION — RS LOW DURATION BOND VIP SERIES
The Financial Highlights table is intended to help you understand the Fund’s financial performance for the past six reporting periods. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all distributions).
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Financial Highlights Six-Months-Ended Numbers are unaudited | | | | | | | | | | | | | | | | |
| | Net Asset Value, Beginning of Period | | | Net Investment Income | | | Net Realized and Unrealized Gain/(Loss) | | | Total Operations | | | Distributions From Net Investment Income | | | Distributions From Net Realized Capital Gains | | | Total Distributions | |
Six Months Ended 6/30/161 | | $ | 10.13 | | | $ | 0.07 | 2 | | $ | 0.12 | | | $ | 0.19 | | | $ | — | | | $ | — | | | $ | — | |
Year Ended 12/31/15 | | | 10.22 | | | | 0.14 | 2 | | | (0.09 | ) | | | 0.05 | | | | (0.14 | ) | | | — | | | | (0.14 | ) |
Year Ended 12/31/14 | | | 10.30 | | | | 0.18 | | | | (0.08 | ) | | | 0.10 | | | | (0.18 | ) | | | — | | | | (0.18 | ) |
Year Ended 12/31/13 | | | 10.45 | | | | 0.17 | | | | (0.15 | ) | | | 0.02 | | | | (0.17 | ) | | | — | 5 | | | (0.17 | ) |
Year Ended 12/31/12 | | | 10.33 | | | | 0.20 | | | | 0.12 | | | | 0.32 | | | | (0.20 | ) | | | — | 5 | | | (0.20 | ) |
Year Ended 12/31/11 | | | 10.39 | | | | 0.25 | | | | (0.05 | ) | | | 0.20 | | | | (0.25 | ) | | | (0.01 | ) | | | (0.26 | ) |
| | | | |
14 | | | | The accompanying notes are an integral part of these financial statements. |
FINANCIAL INFORMATION — RS LOW DURATION BOND VIP SERIES
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Net Asset Value, End of Period | | | Total Return3 | | | Net Assets, End of Period (000s) | | | Net Ratio of Expenses to Average Net Assets4 | | | Gross Ratio of Expenses to Average Net Assets | | | Net Ratio of Net Investment Income to Average Net Assets4 | | | Gross Ratio of Net Investment Income to Average Net Assets | | | Portfolio Turnover Rate | |
$ | 10.32 | | | | 1.88% | | | $ | 275,387 | | | | 0.53% | | | | 0.53% | | | | 1.42% | | | | 1.42% | | | | 21% | |
| 10.13 | | | | 0.47% | | | | 276,164 | | | | 0.53% | | | | 0.53% | | | | 1.33% | | | | 1.33% | | | | 38% | |
| 10.22 | | | | 0.92% | | | | 265,514 | | | | 0.55% | | | | 0.55% | | | | 1.74% | | | | 1.74% | | | | 39% | |
| 10.30 | | | | 0.24% | | | | 243,986 | | | | 0.55% | | | | 0.55% | | | | 1.75% | | | | 1.75% | | | | 60% | |
| 10.45 | | | | 3.16% | | | | 209,164 | | | | 0.56% | | | | 0.56% | | | | 2.17% | | | | 2.17% | | | | 66% | |
| 10.33 | | | | 1.91% | | | | 146,318 | | | | 0.57% | | | | 0.57% | | | | 2.71% | | | | 2.71% | | | | 58% | |
Distributions reflect actual per-share amounts distributed for the period.
1 | Ratios for periods less than one year have been annualized, except for total return and portfolio turnover rate. |
2 | Calculated based on the average shares outstanding during the period. |
3 | Total returns do not reflect the effects of charges deducted pursuant to the terms of The Guardian Insurance & Annuity Company, Inc.‘s variable contracts. Inclusion of such charges would reduce the total returns for all periods shown. |
4 | Net Ratio of Expenses to Average Net Assets and Net Ratio of Net Investment Income to Average Net Assets include the effect of fee waivers and expense limitations and exclude the effect of custody credits, if applicable. |
5 | Rounds to $0.00 per share. |
| | | | |
The accompanying notes are an integral part of these financial statements. | | | | 15 |
NOTES TO FINANCIAL STATEMENTS — RS LOW DURATION BOND VIP SERIES (UNAUDITED)
June 30, 2016 (unaudited)
RS Variable Products Trust (the “Trust”), a Massachusetts business trust organized on May 18, 2006, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust currently offers eight series. RS Low Duration Bond VIP Series (the “Fund”) is a series of the Trust. The Fund is a diversified fund. The financial statements for the other remaining series of the Trust are presented in separate reports.
The Fund has authorized an unlimited number of shares of beneficial interest with no par value. The Fund currently offers only Class I shares. Shares are bought and sold at closing net asset value (“NAV”). Class I shares of the Fund are only sold to certain separate accounts of The Guardian Insurance & Annuity Company, Inc. (“GIAC”) that fund certain variable annuity and variable life insurance contracts issued by GIAC. GIAC is a wholly owned subsidiary of The Guardian Life Insurance Company of America (“Guardian Life”).
Note 1. Significant Accounting Policies
The Fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 Financial Services — Investment Companies. The following policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.
a. Investment Valuations The Fund is responsible for the valuation of portfolio securities. The valuations of debt securities for which quoted bid prices are readily available are valued at the bid price by independent pricing services (each, a “Service”). Debt securities for which quoted bid prices are not readily available are valued by a Service at the evaluated bid price provided by the Service or the bid price provided by an independent broker-dealer.
Other marketable securities are valued at the last reported sale price on the principal exchange or market on which they are traded; or, if there were no sales that day, at the mean between the closing bid and ask prices. Securities traded on the NASDAQ Stock Market, LLC (“NASDAQ”) are generally valued at the NASDAQ
official closing price, which may not be the last sale price. If the NASDAQ official closing price is not available for a security, that security is generally valued at the mean between the closing bid and ask prices. Repurchase agreements are carried at cost, which approximates market value (see Note 4c). Foreign securities are valued in the currencies of the markets in which they trade and then converted to U.S. dollars by the application of foreign exchange rates at the close of the New York Stock Exchange (“NYSE”).
Securities for which market quotations are not readily available or for which market quotations may be considered unreliable or for which a Service or independent broker-dealer does not provide a valuation are valued at their fair values as determined in accordance with guidelines and procedures adopted by the Trust’s Board of Trustees.
Securities whose values have been materially affected by events occurring before the Fund’s valuation time but after the close of the securities’ principal exchange or market may be fair valued in accordance with guidelines and procedures adopted by the Board of Trustees.
In accordance with FASB Accounting Standards Codification Topic 820 (“ASC Topic 820”), fair value is defined as the price that the Fund would receive upon selling an investment in an “arm’s length” transaction to a willing buyer in the principal or most advantageous market for the investment. ASC Topic 820 established a hierarchy for classification of fair value measurements for disclosure purposes. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances. The hierarchy of inputs is summarized in the three broad levels listed below.
• | | Level 1 — unadjusted quoted prices in active markets for identical investments |
• | | Level 2 — inputs other than unadjusted quoted prices that are observable either directly or indirectly (including adjusted quoted prices for similar investments, interest rates, prepayment speeds, credit risks, etc.) |
• | | Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments) |
NOTES TO FINANCIAL STATEMENTS — RS LOW DURATION BOND VIP SERIES (UNAUDITED)
Inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics, and other factors. A security’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Trust. The Trust considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, and provided by independent sources that are actively involved in the relevant market. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Changes in valuation techniques may result in transfers into or out of an investment’s assigned level within the hierarchy.
The FASB requires reporting entities to make disclosures about purchases, sales, issuances and settlements of Level 3 securities on a gross basis. For the six months ended June 30, 2016, the Fund had no securities classified as Level 3.
The Fund’s policy is to recognize transfers between Level 1, Level 2 and Level 3 at the end of the reporting period. For the six months ended June 30, 2016, there were no transfers between Level 1, Level 2 and Level 3.
In determining a security’s placement within the hierarchy, the Trust separates the Fund’s investment portfolio into two categories: investments and derivatives (e.g., futures).
Investments Investments whose values are based on quoted market prices in active markets, and are therefore classified within Level 1, include active listed equities.
Investments that trade in markets that are not considered to be active, but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within Level 2. These include certain U.S. government and sovereign obligations, most government agency securities, investment-grade corporate bonds, certain mortgage products, loans, state, municipal and provincial obligations, certain foreign equity securities and commercial paper and other short-term securities valued at amortized cost in accordance with Rule 2a-7 under the 1940 Act.
Investments classified within Level 3 have significant unobservable inputs, as they trade infrequently or not at all. Level 3 investments include, among others, private placement securities. When observable prices are not available for these securities, the Trust uses one or more
valuation techniques for which sufficient and reliable data is available. The inputs used by the Trust in estimating the value of Level 3 investments include, for example, the original transaction price, recent transactions in the same or similar instruments, completed or pending third-party transactions in the underlying investment or comparable issuers, subsequent rounds of financing, recapitalizations, and other transactions across the capital structure. Level 3 investments may also be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the Trust in the absence of market information. Assumptions used by the Trust due to the lack of observable inputs may significantly impact the resulting fair value and therefore the Fund’s results of operations.
Derivatives Exchange-traded derivatives, such as futures contracts, exchange-traded option contracts and certain swaps, are typically classified within Level 1 or Level 2 of the fair value hierarchy depending on whether or not they are deemed to be actively traded. Certain non-exchange-traded derivatives, such as generic forwards, certain swaps and options, have inputs which can generally be corroborated by market data and are therefore classified within Level 2.
b. Taxes The Fund intends to continue complying with the requirements of the Internal Revenue Code to qualify as a regulated investment company and to distribute substantially all net investment income and realized net capital gains, if any, to shareholders. Therefore, the Fund does not expect to be subject to income tax, and no provision for such tax has been made.
From time to time, however, the Fund may choose to pay an excise tax if the cost of making the required distribution exceeds the amount of the excise tax.
As of June 30, 2016, the Trust has reviewed the tax positions for open periods, as applicable to the Fund, and has determined that no provision for income tax is required in the Fund’s financial statements. The Trust is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months. The Fund recognizes interest and penalties, if any, related to unrecognized tax positions as income tax expense in the Statement of Operations. For the six months ended June 30, 2016, the Fund did not incur any such interest or penalties. The Fund is not subject to examination by U.S. federal tax authorities for tax years before 2012 and by state authorities for tax years before 2011.
NOTES TO FINANCIAL STATEMENTS — RS LOW DURATION BOND VIP SERIES (UNAUDITED)
c. Securities Transactions Securities transactions are accounted for on the date securities are purchased or sold (trade date). Realized gains or losses on securities transactions are determined on the basis of specific identification.
d. Futures Contracts The Fund may enter into financial futures contracts. In entering into such contracts, the Fund is required to deposit with the counterparty, either in cash or securities, an amount equal to a certain percentage of the face value of the contract. Subsequent payments are received or made by the Fund, depending on the daily fluctuations in the values of the contracts, and are recorded for financial statement purposes as variation margin received or paid by the Fund. Daily changes in variation margin are recognized as unrealized gains or losses by the Fund. The Fund may not achieve the anticipated benefits of the financial futures contracts and may realize a loss.
e. Investment Income Dividend income is generally recorded on the ex-dividend date. Interest income, which includes amortization/accretion of premium/discount, is accrued and recorded daily.
f. Expenses Many expenses of the Trust can be directly attributed to a specific series of the Trust. Expenses that cannot be directly attributed to a specific series of the Trust are generally apportioned among all the series in the Trust, based on relative net assets.
g. Distributions to Shareholders The Fund intends to declare and distribute substantially all net investment income, if any, at least once a year. Distributions of net realized capital gains, if any, are declared and paid at least once a year. Unless the Fund is instructed otherwise, all distributions to shareholders are credited in the form of additional shares of the Fund at the net asset value, recorded on the ex-dividend date.
h. Capital Accounts Due to the timing of dividend distributions and the differences in accounting for income and realized gains/(losses) for financial statement purposes versus federal income tax purposes, the fiscal year in which amounts are distributed may differ from the year in which the income and realized gains/(losses) were recorded by the Fund.
Note 2. Transactions with Affiliates
a. Advisory Fee Under the terms of the advisory agreement, which is reviewed and approved annually by the Board of Trustees, the Fund pays an investment advisory fee to RS Investment Management Co. LLC (“RS Investments”). Guardian Investor Services LLC (“GIS”), a subsidiary of Guardian Life, holds a majority
interest in RS Investments. RS Investments receives an investment advisory fee based on the average daily net assets of the Fund at an annual rate of 0.45%.
RS Investments has entered into a Sub-Advisory Agreement with Park Avenue Institutional Advisers LLC (“Park Avenue”), a wholly-owned subsidiary of GIS. Park Avenue is responsible for providing day-to-day investment advisory services to the Fund, subject to the oversight of the Board of Trustees of the Trust and RS Investments. Sub-investment advisory fees paid by RS Investments to Park Avenue do not represent a separate or additional expense to the Fund.
b. Compensation of Trustees and Officers Trustees and officers of the Trust who are interested persons, as defined in the 1940 Act, of RS Investments receive no compensation from the Fund for acting as such. Trustees of the Trust who are not interested persons of RS Investments receive compensation and reimbursement of expenses from the Trust.
c. Principal Underwriter RS Funds Distributor LLC (“RSFD”), a wholly owned subsidiary of RS Investments, is the principal underwriter of the Fund shares. The Trust has entered into a distribution agreement with RSFD, which governs the sale and distribution of shares of the Fund. RSFD receives no compensation from the Trust or from purchasers of the Fund shares for acting as distributor of the Class I shares.
Note 3. Federal Income Taxes
a. Distributions to Shareholders The tax character of distributions paid to shareholders during the year ended December 31, 2015, which is the most recently completed tax year, was as follows:
|
Ordinary Income |
$3,703,445 |
Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. These differences are primarily due to differing treatments of income and gains on various investment securities held by the Fund, timing differences, and differing characterizations of distributions made by the Fund.
Permanent book and tax basis differences will result in reclassifications to paid-in capital, undistributed net investment income and accumulated undistributed net realized gain/(loss) on investments and foreign currency transactions. Undistributed net investment income and accumulated undistributed net realized gain/(loss) on
NOTES TO FINANCIAL STATEMENTS — RS LOW DURATION BOND VIP SERIES (UNAUDITED)
investments and foreign currency transactions may include temporary book and tax differences, which will reverse in a subsequent period.
As of December 31, 2015, the Fund made the following reclassifications of permanent book and tax basis differences:
| | | | |
Paid-in Capital | | Distributions In Excess of Net Investment Income | |
$(58,068) | | $ | 58,068 | |
During any particular year, net realized gains from investment transactions, in excess of available capital loss carryforwards, would be taxable to the Fund if not distributed and, therefore, are normally distributed to shareholders annually.
Capital loss carryovers available to the Fund at December 31, 2015 were $2,031,719, with no expiration date.
In determining its taxable income, current tax law permits the Fund to elect to treat all or a portion of any net capital or currency loss realized after October 31 as occurring on the first day of the following fiscal year. For the year ended December 31, 2015, the Fund elected to defer net capital losses of $710,281.
b. Tax Basis of Investments The cost of investments for federal income tax purposes at June 30, 2016, was $276,388,665. The gross unrealized appreciation and depreciation on investments, on a tax basis, at June 30, 2016, aggregated $1,159,641 and $(2,054,966), respectively, resulting in net unrealized depreciation of $(895,325).
Note 4. Investments
a. Investment Purchases and Sales The cost of investments and U.S. government agency obligations purchased and the proceeds from U.S. government agency obligations and other investments sold (excluding short-term investments) for the six months ended June 30, 2016, were as follows:
| | | | | | | | |
| | Other Investments | | | U.S. Government and Agency Obligations | |
Purchases | | $ | 33,688,316 | | | $ | 43,283,568 | |
Sales | | | 20,252,852 | | | | 33,310,407 | |
b. Derivative Instruments and Hedging Activities The following is a summary of the fair valuation of the Fund’s derivative instruments categorized by risk exposure at June 30, 2016.
| | | | | | |
Derivative Instrument Type | | Statement of Assets and Liabilities Location | | Amount | |
Financial Futures Contracts | | Net unrealized appreciation on futures contracts* | | $ | 669,167 | |
| | |
| | Net unrealized depreciation on futures contracts* | | | (99,777 | ) |
* | The cumulative appreciation/(depreciation) of financial futures contracts is reported in the notes to the Schedule of Investments. Only the daily change in variation margin as of the reporting date is presented in the Statement of Assets and Liabilities. See Note 1d for additional information on futures contracts. |
The following is a summary of the effect of the Fund’s derivative instruments on the Statement of Operations for the six months ended June 30, 2016.
| | | | | | |
Derivative Instrument Type | | Location of Gain/ (Loss) on Derivatives Recognized in Income | | Amount | |
Financial Futures Contracts | | Net realized gain from futures contracts | | $ | 171,429 | |
| | |
| | Net change in unrealized appreciation/(depreciation) on futures contracts | | | 676,980 | |
The Fund held an average monthly face value of $88,004,722 in long position futures contracts and $5,159,402 in short position futures contracts for the six months ended June 30, 2016.
The Fund used exchange-traded U.S. Treasury futures to manage interest rate exposure.
c. Repurchase Agreements The collateral for repurchase agreements is either cash or fully negotiable U.S. government securities (including U.S. government agency securities). Repurchase agreements are fully collateralized (including the interest accrued thereon) and such collateral is marked to market daily while the agreements remain in force. If the value of the collateral falls below the repurchase price plus accrued interest, the Fund will typically require the seller to deposit additional collateral by the next business day. If the request for additional collateral is not met, or the seller defaults, the Fund maintains the right to sell the collateral (although it may be prevented or delayed from doing so in certain circumstances) and may be required to claim any resulting loss against the seller.
NOTES TO FINANCIAL STATEMENTS — RS LOW DURATION BOND VIP SERIES (UNAUDITED)
d. Loans Floating rate loans in which the Fund invests are primarily “senior” loans. Senior floating rate loans typically hold a senior position in the capital structure of the borrower, are typically secured by specific collateral, and have a claim on the assets and/or stock of the borrower that is senior to that held by subordinated debtholders and stockholders of the borrower. While these protections may reduce risk, these investments still present significant credit risk. A significant portion of the Fund’s floating rate investments may be issued in connection with highly leveraged transactions such as leveraged buyouts, leveraged recapitalization loans, and other types of acquisition financing. Obligations in these types of transactions are subject to greater credit risk (including default and bankruptcy) than many other investments and may be, or become, illiquid. See Note 4(g) regarding below investment grade securities.
The Fund may purchase second lien loans (secured loans with a claim on collateral subordinate to a senior lender’s claim on such collateral), fixed rate loans, unsecured loans, and other debt obligations.
Transactions in loans often settle on a delayed basis, and the Fund may not receive the proceeds from the sale of a loan or pay for a loan purchase for a substantial period of time after entering into the transactions.
e. Securities Purchased on a When-Issued or Delayed-Delivery Basis The Fund may purchase securities on a when-issued or delayed-delivery basis, with payment and delivery scheduled for a future date. These transactions are subject to market fluctuations and are subject to the risk that the value at delivery may be more or less than at the trade date purchase price. Although the Fund will generally enter into these transactions with the intention of taking delivery of the securities, it may sell the securities before the settlement date. Assets will be segregated when a Fund agrees to purchase on a when-issued or delayed-delivery basis. These transactions may create investment leverage.
f. Restricted and Illiquid Securities A restricted security cannot be resold to the general public without prior registration under the Securities Act of 1933 (except pursuant to an applicable exemption). The values of these securities may be highly volatile. If the security is subsequently registered and resold, the issuer would typically bear the expense of all registrations at no cost to the Fund. Restricted and illiquid securities are valued according to the guidelines and procedures adopted by the Trust’s Board of Trustees and are noted, if any, in the Fund’s Schedule of Investments.
g. Below Investment Grade Securities The Fund may invest in below investment grade securities (i.e. lower-quality, “junk” debt), which are subject to various risks. Lower-quality debt is considered to be speculative because it is less certain that the issuer will be able to pay interest or repay the principal than in the case of investment grade debt. These securities can involve a substantially greater risk of default than higher-rated securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about their issuers, the market and the economy in general, than higher-quality debt securities. The market for these securities can be less liquid, especially during periods of recession or general market decline.
h. Mortgage- and Asset-Backed Securities The values of some mortgage-related or asset-backed securities may be particularly sensitive to changes in prevailing interest rates. Early repayment of principal on some mortgage-related securities may expose the Fund to a lower rate of return upon reinvestment of principal. The values of mortgage- and asset-backed securities depend in part on the credit quality and adequacy of the underlying assets or collateral and may fluctuate in response to the market’s perception of these factors as well as current and future repayment rates. Some mortgage-backed securities are backed by the full faith and credit of the U.S. government (e.g., mortgage-backed securities issued by the Government National Mortgage Association, commonly known as “Ginnie Mae”), while other mortgage-backed securities (e.g., mortgage-backed securities issued by the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation, commonly known as “Fannie Mae” and “Freddie Mac”), are backed only by the credit of the government entity issuing them. In addition, some mortgage-backed securities are issued by private entities and, as such, are not guaranteed by the U.S. government or any agency or instrumentality of the U.S. government.
Note 5. Temporary Borrowings
The Fund, with other funds managed by RS Investments, is party to a $350 million committed revolving credit facility from State Street Bank and Trust Company and Northern Trust Company, for temporary borrowing purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. Interest is calculated based on market rates at the time of borrowing. Under the term of the credit facility, in addition to the interest charged on any
NOTES TO FINANCIAL STATEMENTS — RS LOW DURATION BOND VIP SERIES (UNAUDITED)
borrowings by the Fund, each fund pays a commitment fee of 0.11% per annum on its share of the unused portion of the credit facility.
For the six months ended June 30, 2016, the Fund borrowed under the facility was as follows:
| | | | | | | | | | | | |
Amount Outstanding at 6/30/16 | | Average Borrowing* | | | Days Borrowings Outstanding | | | Average Interest Rate* | |
$— | | $ | 550,000 | | | | 1 | | | | 1.68% | |
* | For the six months ended June 30, 2016, based on the number of days borrowings were outstanding. |
Note 6. Sales Transaction
On December 18, 2015, Victory Capital Management Inc. (“Victory Capital”) announced it had agreed to acquire RS Investments, subject to regulatory approvals in addition to customary closing conditions and consents, including approvals related to the Fund (the “Transaction”).
On January 19, 2016, the Board of Trustees of the Trust approved the reorganization of the Fund into a corresponding, newly-formed fund within the Victory family of funds (the “Acquiring Fund”) (the “Reorganization”), subject to shareholder approval of the Reorganization.
Shareholder approval of the Reorganization was obtained as described further in the supplemental information section of this report.
On July 29, 2016, the Transaction and the Reorganization were consummated.
Note 7. Review for Subsequent Events
Management has evaluated subsequent events through the issuance of the Fund’s financial statements and determined that no material events have occurred that require disclosure other than the Transaction and the Reorganization.
Note 8. Indemnifications
Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts with its vendors and others that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund. However, based on experience, the Fund expects the risk of loss to be remote.
SUPPLEMENTAL INFORMATION (UNAUDITED)
Meeting of Shareholders
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.
Proposal to Reorganize Series of the Trust into Corresponding Series of Victory Variable Insurance Funds
| | | | | | | | | | | | |
Series | | Votes For | | | Votes Against/Withheld | | | Abstentions | |
RS Emerging Markets VIP Series | | | 3,401,538.7903 | | | | 121,554.1641 | | | | 145,386.6036 | |
RS High Yield VIP Series | | | 5,793,195.7949 | | | | 122,405.5448 | | | | 178,960.0313 | |
RS International VIP Series | | | 11,622,369.8819 | | | | 574,442.1452 | | | | 541,818.2679 | |
RS Investment Quality Bond VIP Series | | | 54,956,162.2983 | | | | 1,564,144.8878 | | | | 2,175,970.0389 | |
RS Large Cap Alpha VIP Series | | | 20,943,611.9457 | | | | 633,142.5830 | | | | 1,076,570.0223 | |
RS Low Duration Bond VIP Series | | | 23,988,194.4220 | | | | 478,209.0407 | | | | 919,315.8373 | |
RS S&P 500 Index VIP Series | | | 7,275,687.8140 | | | | 235,345.5598 | | | | 322,672.9432 | |
RS Small Cap Growth Equity VIP Series | | | 6,570,019.8176 | | | | 219,096.5872 | | | | 381,825.6672 | |
Portfolio Holdings and Proxy Voting Procedures
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the Securities and Exchange Commission’s website at http://www.sec.gov. The Fund’s Form N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330. This
information is also available, without charge, upon request, by calling toll-free 800-221-3253.
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 will be available (i) without charge, upon request, by calling toll-free 800-221-3253; and (ii) on the Securities and Exchange Commission’s website at http://www.sec.gov.
The Statement of Additional Information includes additional information about the Trust’s Trustees and Officers and is available, without charge, upon request by calling toll-free 800-221-3253.
This report is transmitted to shareholders only. It is not authorized for use as an offer of sale or a solicitation of an offer to buy shares of a Fund unless accompanied or preceded by that Fund’s current prospectus. Past performance results shown in this report should not be considered a representation of future performance. Investment returns and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Statements and other information herein are as dated and are subject to change.
RS VARIABLE
PRODUCTS TRUST
RS HIGH YIELD VIP SERIES
| | |
NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE | | |
TABLE OF CONTENTS
UNDERSTANDING YOUR FUND’S EXPENSES (UNAUDITED)
By investing in the Fund, you incur two types of costs: (1) transaction costs, including, as applicable, sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including as applicable, investment advisory fees; and other Fund expenses. The example below is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period January 1, 2016, to June 30, 2016. The table below shows the Fund’s expenses in two ways:
Expenses based on actual return
This section of the table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Expenses based on hypothetical 5% return for comparison purposes
This section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund with the cost of investing in other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore the second section is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If these transactional costs were included, your costs would have been higher. Charges and expenses at the insurance company separate account level are not reflected in the table.
| | | | | | | | | | | | | | |
| | Beginning Account Value 1/1/16 | | Ending Account Value 6/30/16 | | | Expenses Paid During Period* 1/1/16-6/30/16 | | | Expense Ratio During Period 1/1/16-6/30/16 | |
Based on Actual Return | | $1,000.00 | | | $1,065.30 | | | | $4.67 | | | | 0.91% | |
Based on Hypothetical Return (5% Return Before Expenses) | | $1,000.00 | | | $1,020.34 | | | | $4.57 | | | | 0.91% | |
* | Expenses are equal to the Fund’s annualized expense ratio as indicated, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). |
SCHEDULE OF INVESTMENTS — RS HIGH YIELD VIP SERIES
| | | | | | | | |
June 30, 2016 (unaudited) | | Principal Amount | | | Value | |
Senior Secured Loans – 14.7% | |
Automotive – 1.2% | |
Navistar International Corp. Term Loan B 6.50% due 8/7/2020(1) | | $ | 497,500 | | | $ | 468,481 | |
| | | | | | | | |
| | | | | | | 468,481 | |
Cable Satellite – 1.5% | |
Grande Communications Holdings Term Loan B 4.50% due 5/31/2020(1) | | | 586,416 | | | | 574,688 | |
| | | | | | | | |
| | | | | | | 574,688 | |
Food And Beverage – 1.3% | |
Hostess Brands LLC 2nd Lien Term Loan 8.50% due 8/3/2023(1) | | | 500,000 | | | | 495,000 | |
| | | | | | | | |
| | | | | | | 495,000 | |
Gaming – 1.2% | |
Caesars Entertainment Resort Properties LLC Term Loan B 7.00% due 10/11/2020(1) | | | 497,449 | | | | 474,566 | |
| | | | | | | | |
| | | | | | | 474,566 | |
Health Care – 1.7% | |
Connolly Corp. 2nd Lien Term Loan 8.00% due 5/14/2022(1) | | | 40,896 | | | | 40,453 | |
Phillips-Medisize Corp. 2nd Lien Term Loan 8.25% due 6/16/2022(1) | | | 650,000 | | | | 614,250 | |
| | | | | | | | |
| | | | | | | 654,703 | |
Industrial - Other – 1.2% | |
Gates Global, Inc. Term Loan B 4.25% due 7/6/2021(1) | | | 484,762 | | | | 458,808 | |
| | | | | | | | |
| | | | | | | 458,808 | |
Insurance: Property - Casualty – 1.0% | |
USI, Inc. Term Loan B 4.25% due 12/27/2019(1) | | | 389,205 | | | | 383,487 | |
| | | | | | | | |
| | | | | | | 383,487 | |
Media - Entertainment – 1.2% | |
Deluxe Entertainment Services Group, Inc. Term Loan 2014 6.50% due 2/28/2020(1) | | | 469,270 | | | | 456,365 | |
| | | | | | | | |
| | | | | | | 456,365 | |
Pharmaceuticals – 1.0% | |
PCI Pharma Services 2nd Lien Term Loan 9.75% due 6/24/2024(1) | | | 400,000 | | | | 390,000 | |
| | | | | | | | |
| | | | | | | 390,000 | |
| | | | | | | | |
June 30, 2016 (unaudited) | | Principal Amount | | | Value | |
Restaurants – 1.3% | |
B.C. Unlimited Liability Co. Term Loan B2 3.75% due 12/10/2021(1) | | $ | 488,880 | | | $ | 488,025 | |
| | | | | | | | |
| | | | | | | 488,025 | |
Retailers – 1.2% | |
Petco Animal Supplies, Inc. 2016 Term Loan B2 4.888% due 1/26/2023(1) | | | 448,875 | | | | 445,751 | |
| | | | | | | | |
| | | | | | | 445,751 | |
Technology – 0.9% | |
Avaya, Inc. Term Loan B7 6.25% due 5/29/2020(1) | | | 486,830 | | | | 345,245 | |
| | | | | | | | |
| | | | | | | 345,245 | |
Total Senior Secured Loans (Cost $5,857,952) | | | | 5,635,119 | |
| | | | | | | | |
| | Principal Amount | | | Value | |
Corporate Bonds – 79.6% | |
Aerospace & Defense – 2.3% | |
StandardAero Aviation Holdings, Inc. 10.00% due 7/15/2023(2) | | | 500,000 | | | | 498,750 | |
TransDigm, Inc. 6.375% due 6/15/2026(2) | | | 400,000 | | | | 399,000 | |
| | | | | | | | |
| | | | | | | 897,750 | |
Automotive – 0.9% | |
Tenneco, Inc. 5.00% due 7/15/2026 | | | 330,000 | | | | 334,742 | |
| | | | | | | | |
| | | | | | | 334,742 | |
Building Materials – 4.5% | |
Builders FirstSource, Inc. 10.75% due 8/15/2023(2)(3) | | | 500,000 | | | | 543,750 | |
NCI Building Systems, Inc. 8.25% due 1/15/2023(2) | | | 500,000 | | | | 537,395 | |
RSI Home Products, Inc. Sec. Nt. 6.50% due 3/15/2023(2) | | | 450,000 | | | | 462,375 | |
US Concrete, Inc. 6.375% due 6/1/2024(2) | | | 170,000 | | | | 170,000 | |
| | | | | | | | |
| | | | | | | 1,713,520 | |
Cable Satellite – 3.0% | |
DigitalGlobe, Inc. 5.25% due 2/1/2021(2) | | | 400,000 | | | | 372,000 | |
Intelsat Luxembourg S.A. 8.125% due 6/1/2023 | | | 950,000 | | | | 235,125 | |
Neptune Finco Corp. Sr. Nt. 6.625% due 10/15/2025(2) | | | 500,000 | | | | 525,000 | |
| | | | | | | | |
| | | | | | | 1,132,125 | |
| | | | |
4 | | | | The accompanying notes are an integral part of these financial statements. |
RS HIGH YIELD VIP SERIES
| | | | | | | | |
June 30, 2016 (unaudited) | | Principal Amount | | | Value | |
Construction Machinery – 0.9% | |
Ahern Rentals, Inc. Sec. Nt. 7.375% due 5/15/2023(2)(3) | | $ | 500,000 | | | $ | 345,000 | |
| | | | | | | | |
| | | | | | | 345,000 | |
Consumer Products – 3.5% | |
Central Garden & Pet Co. 6.125% due 11/15/2023(3) | | | 500,000 | | | | 520,000 | |
Kronos Acquisition Holdings, Inc. Sr. Nt. 9.00% due 8/15/2023(2) | | | 330,000 | | | | 323,400 | |
NBTY, Inc. Sr. Nt. 7.625% due 5/15/2021(2) | | | 330,000 | | | | 330,413 | |
Revlon Consumer Products Corp. 5.75% due 2/15/2021 | | | 170,000 | | | | 164,050 | |
| | | | | | | | |
| | | | | | | 1,337,863 | |
Diversified Manufacturing – 2.1% | |
Apex Tool Group LLC 7.00% due 2/1/2021(2) | | | 400,000 | | | | 345,000 | |
Manitowoc Foodservice, Inc. Sr. Nt. 9.50% due 2/15/2024(2) | | | 400,000 | | | | 447,000 | |
| | | | | | | | |
| | | | | | | 792,000 | |
Electric – 2.2% | |
DPL, Inc. Sr. Nt. 7.25% due 10/15/2021 | | | 400,000 | | | | 384,000 | |
GenOn Energy, Inc. Sr. Nt. 9.50% due 10/15/2018 | | | 600,000 | | | | 477,000 | |
| | | | | | | | |
| | | | | | | 861,000 | |
Food And Beverage – 8.7% | |
Aramark Services, Inc. Sr. Nt. 5.125% due 1/15/2024 | | | 600,000 | | | | 612,000 | |
Constellation Brands, Inc. 4.75% due 12/1/2025 | | | 600,000 | | | | 632,250 | |
Cott Beverages, Inc. 6.75% due 1/1/2020 | | | 500,000 | | | | 521,250 | |
Dean Foods Co. 6.50% due 3/15/2023(2) | | | 500,000 | | | | 516,250 | |
FAGE Dairy Industry S.A. 9.875% due 2/1/2020(2) | | | 500,000 | | | | 520,310 | |
Pinnacle Foods Finance LLC 5.875% due 1/15/2024(2) | | | 330,000 | | | | 345,262 | |
US Foods, Inc. 5.875% due 6/15/2024(2) | | | 170,000 | | | | 174,250 | |
| | | | | | | | |
| | | | | | | 3,321,572 | |
Gaming – 4.0% | |
Boyd Gaming Corp. 6.375% due 4/1/2026(2) | | | 400,000 | | | | 418,000 | |
Golden Nugget Escrow, Inc. Sr. Nt. 8.50% due 12/1/2021(2) | | | 400,000 | | | | 409,000 | |
| | | | | | | | |
| | | | | | | | |
June 30, 2016 (unaudited) | | Principal Amount | | | Value | |
Gaming (continued) | |
Pinnacle Entertainment, Inc. Sr. Nt. 5.625% due 5/1/2024(2) | | $ | 330,000 | | | $ | 329,175 | |
Scientific Games International, Inc. 6.625% due 5/15/2021 | | | 600,000 | | | | 357,000 | |
| | | | | | | | |
| | | | | | | 1,513,175 | |
Government Related – 1.9% | |
CITGO Petroleum Corp. Sr. Sec. Nt. 6.25% due 8/15/2022(2)(3) | | | 750,000 | | | | 718,125 | |
| | | | | | | | |
| | | | | | | 718,125 | |
Healthcare – 8.6% | |
ConvaTec Finance International S.A. 8.25% due 1/15/2019(2)(4) | | | 400,000 | | | | 392,500 | |
Crimson Merger Sub, Inc. Sr. Nt. 6.625% due 5/15/2022(2) | | | 500,000 | | | | 412,500 | |
Kindred Healthcare, Inc. 8.00% due 1/15/2020 | | | 500,000 | | | | 497,500 | |
MPH Acquisition Holdings LLC Sr. Nt. 7.125% due 6/1/2024(2) | | | 330,000 | | | | 346,500 | |
RegionalCare Hospital Partners Holdings, Inc. Sr. Sec. Nt. 8.25% due 5/1/2023(2) | | | 170,000 | | | | 174,250 | |
Surgery Center Holdings, Inc. Sr. Nt. 8.875% due 4/15/2021(2) | | | 400,000 | | | | 411,000 | |
Tenet Healthcare Corp. Sr. Nt. 8.125% due 4/1/2022 | | | 500,000 | | | | 512,400 | |
Universal Hospital Services, Inc. Sec. Nt. 7.625% due 8/15/2020 | | | 600,000 | | | | 551,250 | |
| | | | | | | | |
| | | | | | | 3,297,900 | |
Home Construction – 2.7% | |
WCI Communities, Inc. 6.875% due 8/15/2021 | | | 500,000 | | | | 497,500 | |
Woodside Homes Co. LLC 6.75% due 12/15/2021(2)(3) | | | 600,000 | | | | 555,000 | |
| | | | | | | | |
| | | | | | | 1,052,500 | |
Independent Energy – 3.6% | |
Canadian Natural Resources Ltd. Sr. Nt. 6.45% due 6/30/2033 | | | 500,000 | | | | 545,777 | |
Clayton Williams Energy, Inc. 7.75% due 4/1/2019 | | | 500,000 | | | | 377,500 | |
Whiting Petroleum Corp. 6.25% due 4/1/2023 | | | 500,000 | | | | 447,500 | |
| | | | | | | | |
| | | | | | | 1,370,777 | |
Media - Entertainment – 2.7% | |
AMC Networks, Inc. 5.00% due 4/1/2024 | | | 230,000 | | | | 227,671 | |
| | | | | | | | |
| | | | |
The accompanying notes are an integral part of these financial statements. | | | | 5 |
SCHEDULE OF INVESTMENTS — RS HIGH YIELD VIP SERIES
| | | | | | | | |
June 30, 2016 (unaudited) | | Principal Amount | | | Value | |
Media - Entertainment (continued) | |
Sinclair Television Group, Inc. 5.625% due 8/1/2024(2) | | $ | 300,000 | | | $ | 306,750 | |
Tribune Media Co. 5.875% due 7/15/2022 | | | 500,000 | | | | 497,500 | |
| | | | | | | | |
| | | | | | | 1,031,921 | |
Metals And Mining – 1.9% | |
Freeport-McMoRan, Inc. 2.375% due 3/15/2018 | | | 400,000 | | | | 392,000 | |
Teck Resources Ltd. 8.00% due 6/1/2021(2) | | | 330,000 | | | | 339,900 | |
| | | | | | | | |
| | | | | | | 731,900 | |
Midstream – 2.1% | |
AmeriGas Partners LP Sr. Nt. 5.625% due 5/20/2024 | | | 170,000 | | | | 171,275 | |
5.875% due 8/20/2026 | | | 170,000 | | | | 170,425 | |
The Williams Cos., Inc. Sr. Nt. 4.55% due 6/24/2024 | | | 500,000 | | | | 459,250 | |
| | | | | | | | |
| | | | | | | 800,950 | |
Packaging – 1.8% | |
Ardagh Packaging Finance PLC 7.25% due 5/15/2024(2) | | | 170,000 | | | | 173,506 | |
Berry Plastics Corp. Sec. Nt. 6.00% due 10/15/2022 | | | 500,000 | | | | 516,875 | |
| | | | | | | | |
| | | | | | | 690,381 | |
Paper – 0.7% | |
Millar Western Forest Products Ltd. Sr. Nt. 8.50% due 4/1/2021 | | | 600,000 | | | | 276,000 | |
| | | | | | | | |
| | | | 276,000 | |
Pharmaceuticals – 2.0% | | | | | | | | |
JLL/Delta Dutch Pledgeco B.V. Sr. Nt. 8.75% due 5/1/2020(2)(4) | | | 375,000 | | | | 375,000 | |
Valeant Pharmaceuticals International, Inc. 5.875% due 5/15/2023(2) | | | 500,000 | | | | 403,750 | |
| | | | | | | | |
| | | | 778,750 | |
Refining – 1.4% | | | | | | | | |
Calumet Specialty Products Partners LP 7.625% due 1/15/2022(3) | | | 750,000 | | | | 530,625 | |
| | | | | | | | |
| | | | 530,625 | |
Restaurants – 1.2% | | | | | | | | |
Yum! Brands, Inc. Sr. Nt. 5.35% due 11/1/2043 | | | 550,000 | | | | 442,750 | |
| | | | | | | | |
| | | | 442,750 | |
Retailers – 4.8% | | | | | | | | |
Argos Merger Sub, Inc. Sr. Nt. 7.125% due 3/15/2023(2)(3) | | | 500,000 | | | | 515,000 | |
| | | | | | | | |
| | | | | | | | |
June 30, 2016 (unaudited) | | Principal Amount | | | Value | |
Retailers (continued) | | | | | | | | |
Asbury Automotive Group, Inc. 6.00% due 12/15/2024 | | $ | 500,000 | | | $ | 503,750 | |
Hanesbrands, Inc. 4.625% due 5/15/2024(2) | | | 400,000 | | | | 401,000 | |
Party City Holdings, Inc. 6.125% due 8/15/2023(2) | | | 400,000 | | | | 414,000 | |
| | | | | | | | |
| | | | 1,833,750 | |
Supermarkets – 2.2% | | | | | | | | |
Albertsons Cos. LLC Sr. Nt. 6.625% due 6/15/2024(2) | | | 400,000 | | | | 413,000 | |
Tops Holding LLC Sr. Sec. Nt. 8.00% due 6/15/2022(2) | | | 500,000 | | | | 440,000 | |
| | | | | | | | |
| | | | 853,000 | |
Technology – 2.2% | | | | | | | | |
Diamond 1 Finance Corp. 7.125% due 6/15/2024(2) | | | 330,000 | | | | 344,659 | |
First Data Corp. 7.00% due 12/1/2023(2) | | | 500,000 | | | | 506,250 | |
| | | | | | | | |
| | | | 850,909 | |
Transportation Services – 1.0% | | | | | |
Avis Budget Car Rental LLC 6.375% due 4/1/2024(2) | | | 400,000 | | | | 396,000 | |
| | | | | | | | |
| | | | 396,000 | |
Wireless – 3.5% | | | | | | | | |
Frontier Communications Corp. Sr. Nt. 10.50% due 9/15/2022 | | | 500,000 | | | | 529,063 | |
Sprint Corp. 7.125% due 6/15/2024 | | | 600,000 | | | | 478,500 | |
T-Mobile USA, Inc. 6.00% due 4/15/2024 | | | 330,000 | | | | 341,550 | |
| | | | | | | | |
| | | | 1,349,113 | |
Wirelines – 3.2% | | | | | | | | |
EarthLink Holdings Corp. Sr. Sec. Nt. 7.375% due 6/1/2020 | | | 250,000 | | | | 260,000 | |
8.875% due 5/15/2019 | | | 372,000 | | | | 379,440 | |
Windstream Services LLC 6.375% due 8/1/2023 | | | 700,000 | | | | 588,000 | |
| | | | | | | | |
| | | | | | | 1,227,440 | |
Total Corporate Bonds (Cost $31,978,093) | | | | 30,481,538 | |
| | | | | | | | |
| | Shares | | | Value | |
Common Stocks – 1.3% | | | | | |
Communications – 0.5% | | | | | |
Media General, Inc.(5) | | | 11,000 | | | | 189,090 | |
| | | | | | | | |
| | | | | | | 189,090 | |
Consumer Cyclical – 0.4% | | | | | |
Gray Television, Inc.(5) | | | 13,000 | | | | 141,050 | |
| | | | | | | | |
| | | | | | | 141,050 | |
| | | | |
6 | | | | The accompanying notes are an integral part of these financial statements. |
RS HIGH YIELD VIP SERIES
| | | | | | | | |
June 30, 2016 (unaudited) | | Shares | | | Value | |
Health Care – 0.4% | | | | | | | | |
Acadia Healthcare Co., Inc.(5) | | | 2,850 | | | $ | 157,890 | |
| | | | | | | | |
| | | | | | | 157,890 | |
Total Common Stocks (Cost $519,969) | | | | 488,030 | |
| | | | | | | | |
| | Principal Amount | | | Value | |
Repurchase Agreements – 2.2% | | | | | |
| | |
Fixed Income Clearing Corp. Repurchase Agreement, 0.03%, dated 6/30/2016, maturity value of $857,001, due 7/1/2016(6) | | $ | 857,000 | | | | 857,000 | |
Total Repurchase Agreements (Cost $857,000) | | | | | | | 857,000 | |
Total Investments - 97.8% (Cost $39,213,014) | | | | | | | 37,461,687 | |
Other Assets, Net - 2.2% | | | | | | | 826,696 | |
Total Net Assets - 100.0% | | | | | | $ | 38,288,383 | |
(1) | Variable rate security. The rate shown is the rate in effect at June 30, 2016. |
(2) | Securities that may be resold in transactions, exempt from registration under Rule 144A of the Securities Act of 1933, normally to certain qualified buyers. At June 30, 2016, the aggregate market value of these securities amounted to $16,050,020, representing 41.9% of net assets. These securities have been deemed liquid by the investment adviser pursuant to the Fund’s liquidity procedures approved by the Board of Trustees. |
(3) | Securities are segregated to cover anticipated or existing derivative positions or other forward settling securities. |
(4) | Payment-in-kind security, for which interest payments may be made in additional principal ranging from 0% to 100% of the full stated interest rate. As of June 30, 2016, interest payments had been made in cash. |
(5) | Non-income producing security. |
(6) | The table below presents collateral for repurchase agreements. |
| | | | | | | | | | | | |
Security | | Coupon | | | Maturity Date | | | Value | |
U.S. Treasury Inflation Indexed Note | | | 0.125% | | | | 4/15/2017 | | | $ | 874,991 | |
The following is a summary of the inputs used as of June 30, 2016, in valuing the Fund’s investments. For more information on valuation inputs, please refer to Note 1a of the accompanying Notes to Financial Statements.
| | | | | | | | | | | | | | | | |
| | Valuation Inputs | | | | |
Investments in Securities (unaudited) | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Senior Secured Loans | | $ | — | | | $ | 5,635,119 | | | $ | — | | | $ | 5,635,119 | |
Corporate Bonds | | | — | | | | 30,481,538 | | | | — | | | | 30,481,538 | |
Common Stocks | | | 488,030 | | | | — | | | | — | | | | 488,030 | |
Repurchase Agreements | | | — | | | | 857,000 | | | | — | | | | 857,000 | |
Total | | $ | 488,030 | | | $ | 36,973,657 | | | $ | — | | | $ | 37,461,687 | |
| | | | |
The accompanying notes are an integral part of these financial statements. | | | | 7 |
FINANCIAL INFORMATION — RS HIGH YIELD VIP SERIES
| | | | |
Statement of Assets and Liabilities As of June 30, 2016 (unaudited) | | | |
Assets | | | | |
Investments, at value | | $ | 37,461,687 | |
Cash | | | 2,540 | |
Receivable for investments sold | | | 643,906 | |
Interest receivable | | | 624,082 | |
Receivable for fund shares subscribed | | | 3,024 | |
Prepaid expenses | | | 76 | |
| | | | |
Total Assets | | | 38,735,315 | |
| | | | |
| |
Liabilities | | | | |
Payable for investments purchased | | | 388,000 | |
Payable to adviser | | | 18,878 | |
Payable for fund shares redeemed | | | 1,517 | |
Accrued trustees’ fees | | | 774 | |
Accrued expenses/other liabilities | | | 37,763 | |
| | | | |
Total Liabilities | | | 446,932 | |
| | | | |
Total Net Assets | | $ | 38,288,383 | |
| | | | |
| |
Net Assets Consist of: | | | | |
Paid-in capital | | $ | 43,863,539 | |
Accumulated undistributed net investment income | | | 1,216,886 | |
Accumulated net realized loss from investments | | | (5,040,715 | ) |
Net unrealized depreciation on investments | | | (1,751,327 | ) |
| | | | |
Total Net Assets | | $ | 38,288,383 | |
| | | | |
Investments, at Cost | | $ | 39,213,014 | |
| | | | |
| |
Pricing of Shares | | | | |
Shares of Beneficial Interest Outstanding with No Par Value | | | 5,861,600 | |
Net Asset Value Per Share | | | $6.53 | |
| | | | |
| | | | |
Statement of Operations For the Six-Month Period Ended June 30, 2016 (unaudited) | |
Investment Income | | | | |
Dividends | | $ | 2,800 | |
Interest | | | 1,385,426 | |
| | | | |
Total Investment Income | | | 1,388,226 | |
| | | | |
| |
Expenses | | | | |
Investment advisory fees | | | 112,559 | |
Custodian fees | | | 23,913 | |
Professional fees | | | 12,069 | |
Transfer agent fees | | | 11,732 | |
Administrative service fees | | | 3,724 | |
Shareholder reports | | | 3,463 | |
Trustees’ fees | | | 1,466 | |
Other expenses | | | 2,414 | |
| | | | |
Total Expenses | | | 171,340 | |
| | | | |
Net Investment Income | | | 1,216,886 | |
| | | | |
| |
Realized Gain/(Loss) and Change in Unrealized Appreciation/Depreciation on Investments | | | | |
Net realized loss from investments | | | (1,746,287 | ) |
Net change in unrealized appreciation/depreciation on investments | | | 2,931,292 | |
| | | | |
Net Gain on Investments | | | 1,185,005 | |
| | | | |
Net Increase in Net Assets Resulting from Operations | | $ | 2,401,891 | |
| | | | |
| | | | |
| | | | |
8 | | | | The accompanying notes are an integral part of these financial statements. |
FINANCIAL INFORMATION — RS HIGH YIELD VIP SERIES
| | | | | | | | |
Statements of Changes in Net Assets Six-Months-Ended Numbers are unaudited | | | | | | |
| | |
| | For the Six Months Ended 6/30/16 | | | For the Year Ended 12/31/15 | |
| | | |
Operations | | | | | | | | |
Net investment income | | $ | 1,216,886 | | | $ | 2,632,158 | |
Net realized loss from investments | | | (1,746,287 | ) | | | (3,110,232 | ) |
Net change in unrealized appreciation/depreciation on investments | | | 2,931,292 | | | | (1,302,365 | ) |
| | | | | | | | |
Net Increase/(Decrease) in Net Assets Resulting from Operations | | | 2,401,891 | | | | (1,780,439 | ) |
| | | | | | | | |
| | |
Distributions to Shareholders | | | | | | | | |
Net investment income | | | — | | | | (2,632,158 | ) |
Return of capital | | | — | | | | (34,151 | ) |
| | | | | | | | |
Total Distributions | | | — | | | | (2,666,309 | ) |
| | | | | | | | |
| | |
Capital Share Transactions | | | | | | | | |
Proceeds from sales of shares | | | 820,193 | | | | 3,092,832 | |
Reinvestment of distributions | | | — | | | | 2,666,309 | |
Cost of shares redeemed | | | (3,436,491 | ) | | | (7,342,920 | ) |
| | | | | | | | |
Net Decrease in Net Assets Resulting from Capital Share Transactions | | | (2,616,298 | ) | | | (1,583,779 | ) |
| | | | | | | | |
Net Decrease in Net Assets | | | (214,407 | ) | | | (6,030,527 | ) |
| | | | | | | | |
| | |
Net Assets | | | | | | | | |
Beginning of period | | | 38,502,790 | | | | 44,533,317 | |
| | | | | | | | |
End of period | | $ | 38,288,383 | | | $ | 38,502,790 | |
| | | | | | | | |
Accumulated Undistributed Net Investment Income Included in Net Assets | | $ | 1,216,886 | | | $ | — | |
| | | | | | | | |
| | |
Other Information: | | | | | | | | |
Shares | | | | | | | | |
Sold | | | 132,714 | | | | 444,996 | |
Reinvested | | | — | | | | 435,671 | |
Redeemed | | | (553,884 | ) | | | (1,050,278 | ) |
| | | | | | | | |
Net Decrease | | | (421,170 | ) | | | (169,611 | ) |
| | | | | | | | |
| | | | | | | | |
| | | | |
The accompanying notes are an integral part of these financial statements. | | | | 9 |
FINANCIAL INFORMATION — RS HIGH YIELD VIP SERIES
The Financial Highlights table is intended to help you understand the Fund’s financial performance for the past six reporting periods. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all distributions).
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Financial Highlights Six-Months-Ended Numbers are unaudited | | |
| | Net Asset Value, Beginning of Period | | Net Investment Income | | Net Realized and Unrealized Gain/(Loss) | | Total Operations | | Distributions From Net Investment Income | | Distributions From Net Realized Capital Gains | | Distributions From Return of Capital | | Total Distributions |
Six Months Ended 6/30/161 | | | $ | 6.13 | | | | $ | 0.20 | 2 | | | $ | 0.20 | | | | $ | 0.40 | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | |
Year Ended 12/31/15 | | | | 6.90 | | | | | 0.43 | 2 | | | | (0.75 | ) | | | | (0.32 | ) | | | | (0.44 | ) | | | | — | | | | | (0.01 | ) | | | | (0.45 | ) |
Year Ended 12/31/14 | | | | 7.70 | | | | | 0.50 | | | | | (0.56 | ) | | | | (0.06 | ) | | | | (0.53 | ) | | | | (0.21 | ) | | | | — | | | | | (0.74 | ) |
Year Ended 12/31/13 | | | | 7.71 | | | | | 0.54 | | | | | (0.01 | ) | | | | 0.53 | | | | | (0.54 | ) | | | | — | | | | | — | | | | | (0.54 | ) |
Year Ended 12/31/12 | | | | 7.19 | | | | | 0.53 | | | | | 0.52 | | | | | 1.05 | | | | | (0.53 | ) | | | | — | | | | | — | | | | | (0.53 | ) |
Year Ended 12/31/11 | | | | 7.51 | | | | | 0.63 | | | | | (0.32 | ) | | | | 0.31 | | | | | (0.63 | ) | | | | — | | | | | — | | | | | (0.63 | ) |
| | | | |
10 | | | | The accompanying notes are an integral part of these financial statements. |
FINANCIAL INFORMATION — RS HIGH YIELD VIP SERIES
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Net Asset Value, End of Period | | | Total Return3 | | | Net Assets, End of Period (000s) | | | Net Ratio of Expenses to Average Net Assets4 | | | Gross Ratio of Expenses to Average Net Assets | | | Net Ratio of Net Investment Income to Average Net Assets4 | | | Gross Ratio of Net Investment Income to Average Net Assets | | | Portfolio Turnover Rate | |
| | | | | | | |
$ | 6.53 | | | | 6.53 | % | | $ | 38,288 | | | | 0.91% | | | | 0.91% | | | | 6.49% | | | | 6.49% | | | | 75% | |
| 6.13 | | | | (4.58 | )% | | | 38,503 | | | | 0.89% | | | | 0.89% | | | | 6.15% | | | | 6.15% | | | | 148% | |
| 6.90 | | | | (0.84 | )% | | | 44,533 | | | | 0.82% | | | | 0.82% | | | | 5.68% | | | | 5.68% | | | | 212% | |
| 7.70 | | | | 6.94 | % | | | 62,379 | | | | 0.74% | | | | 0.74% | | | | 5.90% | | | | 5.90% | | | | 92% | |
| 7.71 | | | | 14.57 | % | | | 72,372 | | | | 0.76% | | | | 0.76% | | | | 6.56% | | | | 6.56% | | | | 91% | |
| 7.19 | | | | 4.19 | % | | | 67,455 | | | | 0.74% | | | | 0.74% | | | | 7.22% | | | | 7.22% | | | | 92% | |
Distributions reflect actual per-share amounts distributed for the period.
1 | Ratios for periods less than one year have been annualized, except for total return and portfolio turnover rate. |
2 | Calculated based on the average shares outstanding during the period. |
3 | Total returns do not reflect the effects of charges deducted pursuant to the terms of The Guardian Insurance & Annuity Company, Inc.’s variable contracts. Inclusion of such charges would reduce the total returns for all periods shown. |
4 | Net Ratio of Expenses to Average Net Assets and Net Ratio of Net Investment Income to Average Net Assets include the effect of fee waivers and expense limitations and exclude the effect of custody credits, if applicable. |
| | | | |
The accompanying notes are an integral part of these financial statements. | | | | 11 |
NOTES TO FINANCIAL STATEMENTS — RS HIGH YIELD VIP SERIES (UNAUDITED)
June 30, 2016 (unaudited)
RS Variable Products Trust (the “Trust”), a Massachusetts business trust organized on May 18, 2006, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust currently offers eight series. RS High Yield VIP Series (the “Fund”) is a series of the Trust. The Fund is a diversified fund. The financial statements for the other remaining series of the Trust are presented in separate reports.
The Fund has authorized an unlimited number of shares of beneficial interest with no par value. The Fund currently offers only Class I shares. Shares are bought and sold at closing net asset value (“NAV”). Class I shares of the Fund are only sold to certain separate accounts of The Guardian Insurance & Annuity Company, Inc. (“GIAC”) that fund certain variable annuity and variable life insurance contracts issued by GIAC. GIAC is a wholly owned subsidiary of The Guardian Life Insurance Company of America (“Guardian Life”).
Note 1. Significant Accounting Policies
The Fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 Financial Services — Investment Companies. The following policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.
a. Investment Valuations The Fund is responsible for the valuation of portfolio securities. The valuations of debt securities for which quoted bid prices are readily available are valued at the bid price by independent pricing services (each, a “Service”). Debt securities for which quoted bid prices are not readily available are valued by a Service at the evaluated bid price provided by the Service or the bid price provided by an independent broker-dealer.
Other marketable securities are valued at the last reported sale price on the principal exchange or market on which they are traded; or, if there were no sales that day, at the mean between the closing bid and ask prices. Securities traded on the NASDAQ Stock Market, LLC (“NASDAQ”) are generally valued at the NASDAQ official closing price, which may not be the last sale
price. If the NASDAQ official closing price is not available for a security, that security is generally valued at the mean between the closing bid and ask prices. Repurchase agreements are carried at cost, which approximates market value (see Note 4b). Foreign securities are valued in the currencies of the markets in which they trade and then converted to U.S. dollars by the application of foreign exchange rates at the close of the New York Stock Exchange (“NYSE”).
Securities for which market quotations are not readily available or for which market quotations may be considered unreliable or for which a Service or independent broker-dealer does not provide a valuation are valued at their fair values as determined in accordance with guidelines and procedures adopted by the Trust’s Board of Trustees.
Securities whose values have been materially affected by events occurring before the Fund’s valuation time but after the close of the securities’ principal exchange or market may be fair valued in accordance with guidelines and procedures adopted by the Board of Trustees.
In accordance with FASB Accounting Standards Codification Topic 820 (“ASC Topic 820”), fair value is defined as the price that the Fund would receive upon selling an investment in an “arm’s length” transaction to a willing buyer in the principal or most advantageous market for the investment. ASC Topic 820 established a hierarchy for classification of fair value measurements for disclosure purposes. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances. The hierarchy of inputs is summarized in the three broad levels listed below.
• | | Level 1 — unadjusted quoted prices in active markets for identical investments |
• | | Level 2 — inputs other than unadjusted quoted prices that are observable either directly or indirectly (including adjusted quoted prices for similar investments, interest rates, prepayment speeds, credit risks, etc.) |
• | | Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments) |
NOTES TO FINANCIAL STATEMENTS — RS HIGH YIELD VIP SERIES (UNAUDITED)
Inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics, and other factors. A security’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Trust. The Trust considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, and provided by independent sources that are actively involved in the relevant market. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Changes in valuation techniques may result in transfers into or out of an investment’s assigned level within the hierarchy.
The FASB requires reporting entities to make disclosures about purchases, sales, issuances and settlements of Level 3 securities on a gross basis. For the six months ended June 30, 2016, the Fund had no securities classified as Level 3.
The Fund’s policy is to recognize transfers between Level 1, Level 2 and Level 3 at the end of the reporting period. For the six months ended June 30, 2016, there were no transfers between Level 1, Level 2 and Level 3.
In determining a security’s placement within the hierarchy, the Trust separates the Fund’s investment portfolio into two categories: investments and derivatives (e.g., futures).
Investments Investments whose values are based on quoted market prices in active markets, and are therefore classified within Level 1, include active listed equities.
Investments that trade in markets that are not considered to be active, but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within Level 2. These include certain U.S. government and sovereign obligations, most government agency securities, investment-grade corporate bonds, certain mortgage products, loans, state, municipal and provincial obligations, certain foreign equity securities and commercial paper and other short-term securities valued at amortized cost in accordance with Rule 2a-7 under the 1940 Act.
Investments classified within Level 3 have significant unobservable inputs, as they trade infrequently or not at all. Level 3 investments include, among others, private placement securities. When observable prices are not available for these securities, the Trust uses one or more
valuation techniques for which sufficient and reliable data is available. The inputs used by the Trust in estimating the value of Level 3 investments include, for example, the original transaction price, recent transactions in the same or similar instruments, completed or pending third-party transactions in the underlying investment or comparable issuers, subsequent rounds of financing, recapitalizations, and other transactions across the capital structure. Level 3 investments may also be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the Trust in the absence of market information. Assumptions used by the Trust due to the lack of observable inputs may significantly impact the resulting fair value and therefore the Fund’s results of operations.
Derivatives Exchange-traded derivatives, such as futures contracts, exchange-traded option contracts and certain swaps, are typically classified within Level 1 or Level 2 of the fair value hierarchy depending on whether or not they are deemed to be actively traded. Certain non-exchange-traded derivatives, such as generic forwards, certain swaps and options, have inputs which can generally be corroborated by market data and are therefore classified within Level 2.
b. Taxes The Fund intends to continue complying with the requirements of the Internal Revenue Code to qualify as a regulated investment company and to distribute substantially all net investment income and realized net capital gains, if any, to shareholders. Therefore, the Fund does not expect to be subject to income tax, and no provision for such tax has been made.
From time to time, however, the Fund may choose to pay an excise tax if the cost of making the required distribution exceeds the amount of the excise tax.
As of June 30, 2016, the Trust has reviewed the tax positions for open periods, as applicable to the Fund, and has determined that no provision for income tax is required in the Fund’s financial statements. The Trust is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months. The Fund recognizes interest and penalties, if any, related to unrecognized tax positions as income tax expense in the Statement of Operations. For the six months ended June 30, 2016, the Fund did not incur any such interest or penalties. The Fund is not subject to examination by U.S. federal tax authorities for tax years before 2012 and by state authorities for tax years before 2011.
NOTES TO FINANCIAL STATEMENTS — RS HIGH YIELD VIP SERIES (UNAUDITED)
c. Securities Transactions Securities transactions are accounted for on the date securities are purchased or sold (trade date). Realized gains or losses on securities transactions are determined on the basis of specific identification.
d. Futures Contracts The Fund may enter into financial futures contracts. In entering into such contracts, the Fund is required to deposit with the counterparty, either in cash or securities, an amount equal to a certain percentage of the face value of the contract. Subsequent payments are received or made by the Fund, depending on the daily fluctuations in the values of the contracts, and are recorded for financial statement purposes as variation margin received or paid by the Fund. Daily changes in variation margin are recognized as unrealized gains or losses by the Fund. The Fund may not achieve the anticipated benefits of the financial futures contracts and may realize a loss.
e. Investment Income Dividend income is generally recorded on the ex-dividend date. Interest income, which includes amortization/accretion of premium/discount, is accrued and recorded daily.
f. Expenses Many expenses of the Trust can be directly attributed to a specific series of the Trust. Expenses that cannot be directly attributed to a specific series of the Trust are generally apportioned among all the series in the Trust, based on relative net assets.
g. Distributions to Shareholders The Fund intends to declare and distribute substantially all net investment income, if any, at least once a year. Distributions of net realized capital gains, if any, are declared and paid at least once a year. Unless the Fund is instructed otherwise, all distributions to shareholders are credited in the form of additional shares of the Fund at the net asset value, recorded on the ex-dividend date.
h. Capital Accounts Due to the timing of dividend distributions and the differences in accounting for income and realized gains/(losses) for financial statement purposes versus federal income tax purposes, the fiscal year in which amounts are distributed may differ from the year in which the income and realized gains/(losses) were recorded by the Fund.
Note 2. Transactions with Affiliates
a. Advisory Fee Under the terms of the advisory agreement, which is reviewed and approved annually by the Board of Trustees, the Fund pays an investment advisory fee to RS Investment Management Co. LLC (“RS Investments”). Guardian Investor Services LLC (“GIS”), a subsidiary of Guardian Life, holds a majority
interest in RS Investments. RS Investments receives an investment advisory fee based on the average daily net assets of the Fund at an annual rate of 0.60%.
RS Investments has entered into a Sub-Advisory Agreement with Park Avenue Institutional Advisers LLC (“Park Avenue”), a wholly-owned subsidiary of GIS. Park Avenue is responsible for providing day-to-day investment advisory services to the Fund, subject to the oversight of the Board of Trustees of the Trust and RS Investments. Sub-investment advisory fees paid by RS Investments to Park Avenue do not represent a separate or additional expense to the Fund.
b. Compensation of Trustees and Officers Trustees and officers of the Trust who are interested persons, as defined in the 1940 Act, of RS Investments receive no compensation from the Fund for acting as such. Trustees of the Trust who are not interested persons of RS Investments receive compensation and reimbursement of expenses from the Trust.
c. Principal Underwriter RS Funds Distributor LLC (“RSFD”), a wholly owned subsidiary of RS Investments, is the principal underwriter of the Fund shares. The Trust has entered into a distribution agreement with RSFD, which governs the sale and distribution of shares of the Fund. RSFD receives no compensation from the Trust or from purchasers of the Fund shares for acting as distributor of the Class I shares.
Note 3. Federal Income Taxes
a. Distributions to Shareholders The tax character of distributions paid to shareholders during the year ended December 31, 2015, which is the most recently completed tax year, was as follows:
| | | | | | |
Ordinary Income | | | Return of Capital | |
| $2,632,158 | | | $ | 34,151 | |
Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. These differences are primarily due to differing treatments of income and gains on various investment securities held by the Fund, timing differences, and differing characterizations of distributions made by the Fund.
Permanent book and tax basis differences will result in reclassifications to paid-in capital, undistributed net investment income and accumulated undistributed net realized gain/(loss) on investments and foreign currency transactions. Undistributed net investment income and accumulated undistributed net realized gain/(loss) on
NOTES TO FINANCIAL STATEMENTS — RS HIGH YIELD VIP SERIES (UNAUDITED)
investments and foreign currency transactions may include temporary book and tax differences, which will reverse in a subsequent period.
During any particular year, net realized gains from investment transactions, in excess of available capital loss carryforwards, would be taxable to the Fund if not distributed and, therefore, are normally distributed to shareholders annually.
Capital loss carryovers available to the Fund at December 31, 2015 were $3,037,218, with no expiration date.
In determining its taxable income, current tax law permits the Fund to elect to treat all or a portion of any net capital or currency loss realized after October 31 as occurring on the first day of the following fiscal year. For the year ended December 31, 2015, the Fund elected to defer net capital losses of $257,214.
b. Tax Basis of Investments The cost of investments for federal income tax purposes at June 30, 2016, was $39,213,014. The gross unrealized appreciation and depreciation on investments, on a tax basis, at June 30, 2016, aggregated $617,342 and $(2,368,669), respectively, resulting in net unrealized depreciation of $(1,751,327).
Note 4. Investments
a. Investment Purchases and Sales The cost of investments purchased and the proceeds from investments sold (excluding short-term investments) amounted to $26,947,694 and $27,160,215, respectively, for the six months ended June 30, 2016.
b. Repurchase Agreements The collateral for repurchase agreements is either cash or fully negotiable U.S. government securities (including U.S. government agency securities). Repurchase agreements are fully collateralized (including the interest accrued thereon) and such collateral is marked to market daily while the agreements remain in force. If the value of the collateral falls below the repurchase price plus accrued interest, the Fund will typically require the seller to deposit additional collateral by the next business day. If the request for additional collateral is not met, or the seller defaults, the Fund maintains the right to sell the collateral (although it may be prevented or delayed from doing so in certain circumstances) and may be required to claim any resulting loss against the seller.
c. Loans Floating rate loans in which the Fund invests are primarily “senior” loans. Senior floating rate loans typically hold a senior position in the capital structure of the borrower, are typically secured by specific collateral,
and have a claim on the assets and/or stock of the borrower that is senior to that held by subordinated debtholders and stockholders of the borrower. While these protections may reduce risk, these investments still present significant credit risk. A significant portion of the Fund’s floating rate investments may be issued in connection with highly leveraged transactions such as leveraged buyouts, leveraged recapitalization loans, and other types of acquisition financing. Obligations in these types of transactions are subject to greater credit risk (including default and bankruptcy) than many other investments and may be, or become, illiquid. See Note 4(g) regarding below investment grade securities.
The Fund may purchase second lien loans (secured loans with a claim on collateral subordinate to a senior lender’s claim on such collateral), fixed rate loans, unsecured loans, and other debt obligations.
Transactions in loans often settle on a delayed basis, and the Fund may not receive the proceeds from the sale of a loan or pay for a loan purchase for a substantial period of time after entering into the transactions.
d. Payment-In-Kind Securities The Fund may invest in payment-in-kind securities. Payment-in-kind securities give the issuer the option at each interest payment date to pay all or a portion of their interest or dividends in the form of additional securities. Those additional debt securities usually have the same terms, including maturity dates and interest rates, and associated risks as the original bonds.
e. Restricted and Illiquid Securities A restricted security cannot be resold to the general public without prior registration under the Securities Act of 1933 (except pursuant to an applicable exemption). The values of these securities may be highly volatile. If the security is subsequently registered and resold, the issuer would typically bear the expense of all registrations at no cost to the Fund. Restricted and illiquid securities are valued according to the guidelines and procedures adopted by the Trust’s Board of Trustees and are noted, if any, in the Fund’s Schedule of Investments.
f. Below Investment Grade Securities The Fund may invest in below investment grade securities (i.e. lower-quality, “junk” debt), which are subject to various risks. Lower-quality debt is considered to be speculative because it is less certain that the issuer will be able to pay interest or repay the principal than in the case of investment grade debt. These securities can involve a substantially greater risk of default than higher-rated securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend
NOTES TO FINANCIAL STATEMENTS — RS HIGH YIELD VIP SERIES (UNAUDITED)
to be more sensitive to adverse news about their issuers, the market and the economy in general, than higher-quality debt securities. The market for these securities can be less liquid, especially during periods of recession or general market decline.
g. Mortgage- and Asset-Backed Securities The values of some mortgage-related or asset-backed securities may be particularly sensitive to changes in prevailing interest rates. Early repayment of principal on some mortgage-related securities may expose the Fund to a lower rate of return upon reinvestment of principal. The values of mortgage- and asset-backed securities depend in part on the credit quality and adequacy of the underlying assets or collateral and may fluctuate in response to the market’s perception of these factors as well as current and future repayment rates. Some mortgage-backed securities are backed by the full faith and credit of the U.S. government (e.g., mortgage-backed securities issued by the Government National Mortgage Association, commonly known as “Ginnie Mae”), while other mortgage-backed securities (e.g., mortgage-backed securities issued by the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation, commonly known as “Fannie Mae” and “Freddie Mac”), are backed only by the credit of the government entity issuing them. In addition, some mortgage-backed securities are issued by private entities and, as such, are not guaranteed by the U.S. government or any agency or instrumentality of the U.S. government.
Note 5. Temporary Borrowings
The Fund, with other funds managed by RS Investments, is party to a $350 million committed revolving credit facility from State Street Bank and Trust Company and Northern Trust Company, for temporary borrowing purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. Interest is calculated based on market rates at the time of borrowing. Under the term of the credit facility, in addition to the interest charged on any borrowings by the Fund, each fund pays a commitment fee of 0.11% per annum on its share of the unused portion of the credit facility.
For the six months ended June 30, 2016, the Fund borrowed under the facility was as follows:
| | | | | | | | | | | | | | |
Amount Outstanding at 6/30/16 | | | Average Borrowing* | | | Days Borrowings Outstanding | | | Average Interest Rate* | |
| $— | | | $ | 325,000 | | | | 2 | | | | 1.69% | |
* | For the six months ended June 30, 2016, based on the number of days borrowings were outstanding. |
Note 6. Sales Transaction
On December 18, 2015, Victory Capital Management Inc. (“Victory Capital”) announced it had agreed to acquire RS Investments, subject to regulatory approvals in addition to customary closing conditions and consents, including approvals related to the Fund (the “Transaction”).
On January 19, 2016, the Board of Trustees of the Trust approved the reorganization of the Fund into a corresponding, newly-formed fund within the Victory family of funds (the “Acquiring Fund”) (the “Reorganization”), subject to shareholder approval of the Reorganization.
Shareholder approval of the Reorganization was obtained as described further in the supplemental information section of this report.
On July 29, 2016, the Transaction and the Reorganization were consummated.
Note 7. Review for Subsequent Events
Management has evaluated subsequent events through the issuance of the Fund’s financial statements and determined that no material events have occurred that require disclosure other than the Transaction and the Reorganization.
Note 8. Indemnifications
Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts with its vendors and others that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund. However, based on experience, the Fund expects the risk of loss to be remote.
SUPPLEMENTAL INFORMATION (UNAUDITED)
Meeting of Shareholders
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.
Proposal to Reorganize Series of the Trust into Corresponding Series of Victory Variable Insurance Funds
| | | | | | |
Series | | Votes For | | Votes Against/Withheld | | Abstentions |
RS Emerging Markets VIP Series | | 3,401,538.7903 | | 121,554.1641 | | 145,386.6036 |
RS High Yield VIP Series | | 5,793,195.7949 | | 122,405.5448 | | 178,960.0313 |
RS International VIP Series | | 11,622,369.8819 | | 574,442.1452 | | 541,818.2679 |
RS Investment Quality Bond VIP Series | | 54,956,162.2983 | | 1,564,144.8878 | | 2,175,970.0389 |
RS Large Cap Alpha VIP Series | | 20,943,611.9457 | | 633,142.5830 | | 1,076,570.0223 |
RS Low Duration Bond VIP Series | | 23,988,194.4220 | | 478,209.0407 | | 919,315.8373 |
RS S&P 500 Index VIP Series | | 7,275,687.8140 | | 235,345.5598 | | 322,672.9432 |
RS Small Cap Growth Equity VIP Series | | 6,570,019.8176 | | 219,096.5872 | | 381,825.6672 |
Portfolio Holdings and Proxy Voting Procedures
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the Securities and Exchange Commission’s website at http://www.sec.gov. The Fund’s Form N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330. This information is also available, without charge, upon request, by calling toll-free 800-221-3253.
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 will be available (i) without charge, upon request, by calling toll-free 800-221-3253; and (ii) on the Securities and Exchange Commission’s website at http://www.sec.gov.
The Statement of Additional Information includes additional information about the Trust’s Trustees and Officers and is available, without charge, upon request by calling toll-free 800-221-3253.
This report is transmitted to shareholders only. It is not authorized for use as an offer of sale or a solicitation of an offer to buy shares of a Fund unless accompanied or preceded by that Fund’s current prospectus. Past performance results shown in this report should not be considered a representation of future performance. Investment returns and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Statements and other information herein are as dated and are subject to change.
Not required.
Item 3. | Audit Committee Financial Expert. |
Not required.
Item 4. | Principal Accountant Fees and Services. |
Not required.
Item 5. | Audit Committee of Listed registrants. |
Not applicable to the registrant.
| (a) | Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form. |
Item 7. | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. |
Not applicable to the registrant.
Item 8. | Portfolio Managers of Closed-End Management Investment Companies. |
Not applicable to the registrant.
Item 9. | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. |
Not applicable to the registrant.
Item 10. | Submission of Matters to a Vote of Security Holders. |
There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board of Trustees, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (as required by Item 22(b)(15) of Schedule 14A) or this Item.
Item 11. | Controls and Procedures. |
| (a) | The registrant’s principal executive and principal financial officers have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c)) are effective, as of a date within 90 days of the filing date of this Form N-CSR, to provide reasonable assurance that the information required to be disclosed by the registrant on Form N-CSR is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, based on their evaluation of these disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rule 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934 (17 CFR 240.13a-15(b) or 240.15d-15(b)). |
| (b) | There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
| | |
| |
(a)(1) | | Not applicable. |
| |
(a)(2) | | Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. |
| |
(a)(3) | | Not applicable. |
| |
(b) | | Certification pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 is attached hereto. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | |
(Registrant) | | RS Variable Products Trust |
| |
By (Signature and Title)* | | /s/ Nina Gupta |
| | Nina Gupta, President |
| | (Principal Executive Officer) |
Date: September 7, 2016
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | |
By (Signature and Title)* | | /s/ Nina Gupta |
| | Nina Gupta, President |
| | (Principal Executive Officer) |
Date: September 7, 2016
| | |
By (Signature and Title)* | | /s/ Shelly Chu |
| | Shelly Chu, Treasurer |
| | (Principal Financial Officer) |
Date: September 7, 2016