XXXX XXXXXXXXX VARIABLE INSURANCE TRUST
XXXX XXXXXXXXX VIT MARKET NEUTRAL FUND
(A SERIES OF XXXX XXXXXXXXX VARIABLE INSURANCE
TRUST (THE "VIT"))
The attached information describes an agreement
and plan of reorganization (the "Agreement") by
which substantially all the assets of the Xxxx
Xxxxxxxxx VIT Market Neutral Fund (the "VIT Fund")
were sold to the AXA Xxxxxxxxx Value Market Neutral
Fund (the "Value Fund" and, together with the VIT
Fund, the "Funds"), a series of Xxxx Xxxxxxxxx Series
Trust (the "Series Trust"). AXA Xxxxxxxxx Group LLC,
the sole shareholder of the VIT Fund, approved the
Agreement. Accordingly, no shareholder proxies were
solicited with respect to the transactions contemplated
by the Agreement.
The VIT Board unanimously approved the merger.
The sole shareholder of the VIT Fund gave written consent
to the Agreement and the transactions contemplated.
The Trustees of the VIT approved the Merger. In reaching
their decision, the VIT Board considered that, since its
inception approximately two years ago, the Acquired Fund
had attracted no outside investments, and as a result,
all of its outstanding voting securities were currently
owned by the Sole Shareholder. Furthermore, because the
Adviser had agreed to waive its management fee and bear
certain expenses, it continually incurred expenses in
connection with the Acquired Fund, averaging approximately
$97,000 per annum. Because the VIT Fund had no
shareholders other than the Sole Shareholder, the
Adviser's subsidy of the Acquired Fund presented
a constant drain on the Adviser's resources with
no real benefit to the Sole Shareholder.
The Acquiring Fund took a "carry over" basis in the
securities acquired from the Acquired Fund, and
the Sole Shareholder took a basis in its Acquiring
Fund's shares equal to the basis it had in its Acquired
Fund's shares prior to the Merger.
