VIRTUS ALTERNATIVE SOLUTIONS TRUST (Form: 485APOS, Received: 08/30/2019 10:28:48)

As filed with the Securities and Exchange Commission on August 30, 2019

File No. 333-191940

File No. 811-22906

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT

	Under the SECURITIES ACT OF 1933	¨
	Pre-Effective Amendment No.	¨

	Post-Effective Amendment No. 40	x

and/or

REGISTRATION STATEMENT

	Under the INVESTMENT COMPANY ACT OF 1940	¨
	Amendment No. 46	x

(Check appropriate box or boxes)

Virtus Alternative Solutions Trust

(Exact Name of Registrant as Specified in Charter)

Area Code and Telephone Number: (800) 243-1574

101 Munson Street

Greenfield, Massachusetts 01301

(Address of Principal Executive Offices)

Jennifer Fromm, Esq.

Vice President, Chief Legal Officer and Secretary

Virtus Alternative Solutions Trust

One Financial Plaza

Hartford, Connecticut 06103

(Name and Address of Agent for Service)

Copies of All Correspondence to:

David C. Mahaffey, Esq.

Sullivan & Worcester LLP

1666 K Street, N.W.

Washington, D.C. 20006

It is proposed that this filing will become effective (check appropriate box):

immediately upon filing pursuant to paragraph (b)

on ______ pursuant to paragraph (b) of Rule 485

60 days after filing pursuant to paragraph (a)(1)

on or at such later date as the Commission shall order pursuant to paragraph (a)(2)

75 days after filing pursuant to paragraph (a)(2)

on pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

This Post-Effective Amendment consists of the following:

Facing Sheet of the Registration Statement

This Explanatory Note

Amendment to the multi-fund Virtus Alternative Solutions Trust Statutory Prospectus dated February 28, 2019, which contains disclosure to add performance information for the Subadviser’s Long/Short Composite into the Statutory Prospectus for Virtus KAR Long/Short Equity Fund

Part C

Signature Page

This Post-Effective Amendment No. 40 is being filed for the sole purpose of incorporating performance information for the Subadviser’s Long/Short Composite into the Statutory Prospectus for Virtus KAR Long/Short Equity Fund. But for the supplemental disclosure filed herewith, the multi-fund Virtus Alternative Solutions Trust Statutory Prospectus included in Part A and the Statement of Additional Information included in Part B of Registrant’s Post-Effective Amendment No. 38 to its registration statement filed on February 26, 2019, and effective February 28, 2019, which are incorporated by reference herein, are unchanged.

Virtus KAR Long/Short Equity Fund,

a series of Virtus Alternative Solutions Trust

Amendment dated October __, 2019 to the Virtus Alternative Solutions Trust Statutory Prospectus, dated February 28, 2019, as supplemented

Important Notice to Investors

The statutory prospectus for Virtus KAR Long/Short Equity Fund is hereby amended to add the following disclosure that reflects the performance information for the Subadviser’s Long/Short Composite.

Virtus KAR Long/Short Equity Fund

After the paragraph with biographical information for Chris Wright under “KAR” on page 42 in the fund’s statutory prospectus, add the following section:

RELATED PERFORMANCE DATA OF THE SUBADVISER TO VIRTUS KAR LONG/SHORT EQUITY FUND

The following table provides the related performance of all actual accounts (each, an “Account”), managed by KAR (the “Subadviser”) that have investment objectives, policies and strategies substantially similar to those of Virtus KAR Long/Short Equity Fund (the “fund”), which is referred to as a “Composite.” The data does not represent the performance of the fund. Performance is historical and does not represent the future performance of the fund or of the Subadviser.

The manner in which the performance was calculated for the Composite differs from that of registered mutual funds such as the fund. If the performance was calculated in accordance with the U.S. Securities and Exchange Commission standardized performance methodology, the performance results may have been different. The Subadviser has prepared and presented the following in compliance with the Global Investment Performance Standards (GIPS®). The Subadviser’s policies on valuation, calculating performance and preparing GIPS® compliant performance presentations are available upon request.

All returns presented were calculated on a total return basis and include all dividends and interest, accrued income, and realized and unrealized gains and losses. Investment transactions are accounted for on a trade date basis. Returns are presented net of withholding taxes, net of transaction fees and include the reinvestment of all income. “Net of fees” returns also reflect the payment of actual investment management fees, if any, or if none, of the highest tier of the standard management fee schedule in effect for the respective period. All fees and expenses of the accounts, except custodial fees, if any, were included in the calculations. Because of variation in fee levels, the “net of fees” Composite returns may not be reflective of performance in any one particular Account. Therefore, the performance information shown below is not necessarily representative of the performance information that typically would be shown for a registered mutual fund.

The performance information was calculated based on the Subadviser’s records. Account returns were calculated using a time-weighted monthly return, adjusted for the effects of external cash flows. Monthly Composite returns were calculated using a weighted-average of individual monthly account returns, with weightings based on beginning of month market values. Annual Composite returns were calculated by compounding and linking monthly Composite returns. The Accounts are included in the Composite beginning with the first full month of performance. There is no minimum account size for the Composite. No Accounts with investment objectives, policies and strategies substantially similar to those of the fund were excluded from the Composite. Composite performance results are presented in United States dollars.

The inception date of the Composite is June 1, 2016.

The Accounts that are included in the Composite are not subject to the same type of expenses to which the fund is subject and are not subject to the diversification requirements, specific tax restrictions, and investment limitations imposed by the federal securities and tax laws. Consequently, the performance results for the Composite could have been adversely affected if the Accounts in the Composite were subject to the same fees and expenses or federal securities and tax laws as the fund.

The performance results for the Composite presented below are not intended to predict or suggest the future returns of the fund. The performance data shown below should not be considered a substitute for the fund’s own performance information. Investors should be aware that the use of a methodology different than that used below to calculate performance could result in different performance data.

The following data does not represent the performance of the fund.

Performance Information for the Subadviser’s Long/Short Composite

Average Annual Total Returns (June 1, 2016 through December 31, 2018)

The following data represents the performance of the Subadviser and not the performance of Virtus KAR Long/Short Equity Fund.

	1 Year			2 Years			Since Inception (6/1/2016)
KAR Long/Short Composite		-1.82	%		8.89	%		7.85	%
Russell 3000^® Index		-5.24	%		7.14			9.07

The Russell 3000^® Index is s a market capitalization-weighted index that measures the performance of the 3,000 largest U.S. companies. The index is calculated on a total return basis with dividends reinvested. The index is unmanaged, its returns do not reflect any fees, expenses, or sales charges, and is not available for direct investment.

VIRTUS ALTERNATIVE SOLUTIONS TRUST

PART C — OTHER INFORMATION

Item 28. Exhibits

(a)

Agreement and Declaration of Trust.

Amended and Restated Agreement and Declaration of Trust of Virtus Alternative Solutions Trust (“Registrant” or “VAST”) dated December 3, 2013, filed via EDGAR (as Exhibit a.1) with Pre-Effective Amendment No. 3 to the Registration Statement (File No. 333-191940) on March 28, 2014, and incorporated herein by reference.

Amendment No. 1 to Declaration of Trust of Registrant, dated September 19, 2016, filed via EDGAR (as Exhibit a.2) with Post-Effective Amendment No. 28 to the Registration Statement (File No. 333-191940) on February 7, 2017, and incorporated herein by reference.

Amendment No. 2 to the Declaration of Trust of Registrant, dated June 2, 2017, filed via EDGAR (as Exhibit a.3) with Post-Effective Amendment No. 33 to the Registration Statement (File No. 333-19140) on February 21, 2018, and incorporated herein by reference.

(b)

Bylaws.

Amended and Restated By-Laws of Registrant dated December 3, 2013, filed via EDGAR (as Exhibit b.1) with Pre-Effective Amendment No. 3 to the Registration Statement (File No. 333-191940) on March 28, 2014, and incorporated herein by reference.

Amendment No. 1 to the Amended and Restated By-Laws of Registrant, dated September 19, 2016, filed via EDGAR (as Exhibit b.2) with Post-Effective Amendment No. 28 to the Registration Statement (File No. 333-191940) on February 7, 2017, and incorporated herein by reference.

(c)

Reference is made to Articles III, V and VI of Registrant’s Agreement and Declaration of Trust and Articles II, VII and VIII of Registrant’s By-Laws. See Exhibits (a) and (b).

(d)

Investment Advisory Contracts.

Investment Advisory Agreement between Registrant and Virtus Alternative Investment Advisers, Inc. (“VAIA”) effective February 19, 2014, filed via EDGAR (as Exhibit d.1) with Pre-Effective Amendment No. 3 to the Registration Statement (File No. 333-191940) on March 28, 2014, and incorporated herein by reference.

First Amendment to the Investment Advisory Agreement between Registrant and VAIA effective September 8, 2014, filed via EDGAR with Post-Effective Amendment No. 4 to the Registration Statement (File No. 333-191940) on September 8, 2014, and incorporated herein by reference.

Second Amendment to the Investment Advisory Agreement between Registrant and VAIA effective April 29, 2015, filed via EDGAR (as Exhibit d.1.b) with Post-Effective Amendment No. 18 to the Registration Statement (File No. 333-191940) on June 5, 2015, and incorporated herein by reference.

Third Amendment to the Investment Advisory Agreement between Registrant and VAIA effective June 4, 2015, filed via EDGAR (as Exhibit d.1.c) with Post-Effective Amendment No. 18 to the Registration Statement (File No. 333-191940) on June 5, 2015, and incorporated herein by reference.

Fourth Amendment to the Investment Advisory Agreement between Registrant and VAIA effective September 8, 2015, filed via EDGAR (as Exhibit d.1.d) with Post-Effective Amendment No. 22 to the Registration Statement (File No. 333-191940) on September 8, 2015, and incorporated herein by reference.

Fifth Amendment to the Investment Advisory Agreement between Registrant and VAIA effective March 29, 2018, filed via EDGAR (as Exhibit d.1.e) with Post-Effective Amendment No. 35 to the Registration Statement (File No. 333-191940) on September 21, 2018, and incorporated herein by reference.

Sixth Amendment to the Investment Advisory Agreement between Registrant and VAIA effective November 14, 2018, filed via EDGAR (as Exhibit d.1.f) with Post-Effective Amendment No. 36 to the Registration Statement (File No. 333-191940) on December 6, 2018, and incorporated herein by reference.

Subadvisory Agreement among VAIA, Aviva Investors Americas LLC (“AIA”) and Registrant with respect to Virtus Aviva Multi-Strategy Target Return Fund filed via EDGAR (as Exhibit

d.18) with Post-Effective Amendment No. 16 to the Registration Statement (File No. 333-191940) on May 29, 2015, and incorporated herein by reference.

*Amendment to Subadvisory Agreement among VAIA, AIA and Registrant with respect to Virtus Aviva Multi-Strategy Target Return Fund filed via EDGAR (as Exhibit d.2.a) herewith.

Subadvisory Agreement among VAIA, Duff & Phelps Investment Management Co. (“Duff & Phelps”) and Registrant with respect to Virtus Duff & Phelps Select MLP and Energy Fund, filed via EDGAR (as Exhibit d.20) with Post-Effective Amendment No. 22 to the Registration Statement (File No. 333-191940) on September 8, 2015, and incorporated herein by reference.

Subadvisory Agreement among VAIA, Kayne Anderson Rudnick Investment Management, LLC (“KAR”) and Registrant with respect to Virtus KAR Long / Short Equity Fund effective November 14, 2018, filed via EDGAR (as Exhibit d.5) with Post-Effective Amendment No. 36 to the Registration Statement (File No. 333-191940) on December 6, 2018, and incorporated herein by reference.

(e)

Underwriting Agreement

Underwriting Agreement with VP Distributors, LLC (“VP Distributors”) dated February 19, 2014, filed via EDGAR (as Exhibit e.1) with Pre-Effective Amendment No. 3 to the Registration Statement (File No. 333-191940) on March 28, 2014, and incorporated herein by reference.

Form of Sales Agreement between VP Distributors and dealers, effective February 2019, filed via EDGAR (as Exhibit e.2) with Post-Effective Amendment No. 116 to Virtus Asset Trust’s (“VAT”) Registration Statement (File No. 333-08045) on February 25, 2018, and incorporated herein by reference.

*Amended Annex A to Form of Sales Agreement between VP Distributors and dealers effective August 2019 filed via EDGAR (as Exhibit e.2.a) herewith.

(f)

Amended and Restated Deferred Compensation Program, effective February 9, 2017, filed via EDGAR (as Exhibit f) with Post-Effective Amendment No. 31 to the Registration Statement (File No. 333-191940) on April 10, 2017, and incorporated herein by reference.

(g)

Custodian Agreement

Custody Agreement between Registrant and The Bank of New York Mellon dated March 21, 2014, filed via EDGAR (as Exhibit g.1) with Pre-Effective Amendment No. 3 to the Registration Statement (File No. 333-191940) on March 28, 2014, and incorporated herein by reference.

Amendment to Custody Agreement between the Registrant and The Bank of New York Mellon effective May 19, 2015, filed via EDGAR (as Exhibit g.1.b) with Post-Effective Amendment No. 16 to the Registration Statement (File No. 333-191940) on May 29, 2015, and incorporated herein by reference.

Amendment to Custody Agreement between the Registrant and The Bank of New York Mellon dated as of September 1, 2015, filed via EDGAR (as Exhibit g.1.c) with Post-Effective Amendment No. 24 to the Registration Statement (File No. 333-191940) on February 26, 2016, and incorporated herein by reference.

Joinder Agreement and Amendment to Custody Agreement between Registrant, VET and Virtus Opportunities Trust (“VOT”) (VET and VOT collectively, “Virtus Mutual Funds”), VAT, Virtus Retirement Trust (“VRT”; formerly known as Virtus Institutional Trust), Virtus Variable Insurance Trust (“VVIT”) and The Bank of New York Mellon dated September 11, 2017, filed via EDGAR (as Exhibit g.1.d) with Post-Effective Amendment No. 114 to VET’s Registration Statement (File No. 002-16590) on December 21, 2017, and incorporated herein by reference.

Amendment to Custody Agreement between Registrant, Virtus Mutual Funds, VAT, VRT and VVIT and The Bank of New York Mellon dated as of December 1, 2018, filed via EDGAR (as Exhibit 9(e)) to VET’s Form N-14 (File No. 333-228766) on December 12, 2018, and incorporated herein by reference.

Form of Amendment to Custody Agreement between Registrant, Virtus Mutual Funds, VAT, VRT and VVIT and The Bank of New York Mellon dated as of March 8, 2019, filed via EDGAR (as Exhibit g.1.e) with Post-Effective Amendment No. 82 to VVIT’s Registration Statement (File No. 033-05033) on April 22, 2019, and incorporated herein by reference.

Amendment to Custody Agreement between Registrant, Virtus Mutual Funds, VRT, VAT, VVIT and The Bank of New York Mellon dated as of May 22, 2019, filed via EDGAR (as Exhibit g.1.f) with Post-Effective Amendment No. 123 to VET’s Registration Statement (File No. 002-16590) on June 12, 2019, and incorporated herein by reference.

Amendment to Custody Agreement between Registrant, Virtus Mutual Funds, VRT, VAT, VVIT and The Bank of New York Mellon dated as of [_____] [___], 2019, to be filed by amendment.

Foreign Custody Manager Agreement between Registrant and The Bank of New York Mellon filed via EDGAR (as Exhibit g.2) with Pre-Effective Amendment No. 4 to the Registration Statement (File No. 333-191940) on April 4, 2014, and incorporated herein by reference.

Amendment to Foreign Custody Manager Agreement between the Registrant and The Bank of New York Mellon dated as of August 19, 2014, filed via EDGAR (as Exhibit g.2.a) with Post-Effective Amendment No. 4 to the Registration Statement (File No. 333-191940) on September 8, 2014, and incorporated herein by reference.

Amendment to Foreign Custody Manager Agreement between the Registrant and The Bank of New York Mellon dated as of May 19, 2015, filed via EDGAR (as Exhibit g.2.b) with Post-Effective Amendment No. 16 to the Registration Statement (File No. 333-191940) on May 29, 2015, and incorporated herein by reference.

Amendment to Foreign Custody Manager Agreement between the Registrant and The Bank of New York Mellon dated as of September 1, 2015, filed via EDGAR (as Exhibit g.2.c) with Post-Effective Amendment No. 24 to the Registration Statement (File No. 333-191940) on February 26, 2016, and incorporated herein by reference.

Joinder Agreement and Amendment to Foreign Custody Manager Agreement between the Registrant, Virtus Mutual Funds, VAT, VRT, VVIT and The Bank of New York Mellon dated as of December 1, 2018, filed via EDGAR (as Exhibit 9(j)) to VET’s Form N-14 (File No. 333-228766) on December 12, 2018, and incorporated herein by reference.

Form of Amendment to Foreign Custody Manager Agreement between Registrant, Virtus Mutual Funds, VAT, VRT, VVIT and The Bank of New York Mellon dated as of March 8, 2019, filed via EDGAR (as Exhibit g.2.e) with Post-Effective Amendment No. 82 to VVIT’s Registration Statement (File No. 033-05033) on April 22, 2019, and incorporated herein by reference.

Amendment to Foreign Custody Manager Agreement between Registrant, Virtus Mutual Funds, VAT, VRT, VVIT and The Bank of New York Mellon dated as of May 22, 2019, filed via EDGAR (as Exhibit g.2.f) with Post-Effective Amendment No. 123 to VET’s Registration Statement (File No. 002-16590) on June 12, 2019, and incorporated herein by reference.

Amendment to Foreign Custody Manager Agreement between Registrant, Virtus Mutual Funds, VAT, VRT, VVIT and The Bank of New York Mellon dated as of [_____] [___], 2019, to be filed by amendment.

(h)

Other Material Contracts

Amended and Restated Transfer Agency and Service Agreement between Registrant, Virtus Mutual Funds, VAT, VRT and Virtus Fund Services, LLC (“Virtus Fund Services”) dated September 20, 2018, filed via EDGAR (as Exhibit h.1) with Post-Effective Amendment No. 119 to VET’s Registration Statement (File No. 002-16590) on November 16, 2018, and incorporated herein by reference.

Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VP Distributors (since assigned to Virtus Fund Services) and BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”), dated April 15, 2011, filed via EDGAR (as Exhibit h.6) with Post-Effective Amendment No. 54 to Virtus Insight Trust’s (“VIT”) Registration Statement (File No. 033-64915) on April 27, 2012 and incorporated herein by reference.

Adoption and Amendment Agreement among the Registrant, Virtus Mutual Funds, Virtus Fund Services and BNY Mellon, dated as of March 21, 2014, filed via EDGAR

(as Exhibit h.2.b) with Pre-Effective Amendment No. 4 to the Registration Statement (File No. 333-191940) on April 4, 2014, and incorporated herein by reference.

Amendment to Sub-Transfer Agency and Shareholder Services Agreement among the Registrant, Virtus Mutual Funds, Virtus Fund Services and BNY Mellon dated as of August 19, 2014, filed via EDGAR (as Exhibit h.2.a) with Post-Effective Amendment No. 4 to the Registration Statement (File No. 333-191940) on September 8, 2014, and incorporated herein by reference.

Amendment to Sub-Transfer Agency and Shareholder Services Agreement among the Registrant, Virtus Mutual Funds, Virtus Fund Services and BNY Mellon dated as of June 1, 2014, filed via EDGAR (as Exhibit h.2.c) with Post-Effective Amendment No. 92 to VOT’s Registration Statement (File No. 033-65137) on January 20, 2017, and incorporated herein by reference.

Amendment to Sub-Transfer Agency and Shareholder Services Agreement among the Registrant, Virtus Mutual Funds, Virtus Fund Services and BNY Mellon dated as of November 12, 2014, filed via EDGAR (as Exhibit h.2.c) with Post-Effective Amendment No. 9 to the Registration Statement (File No. 333-191940) on January 22, 2015, and incorporated herein by reference.

Amendment to Sub-Transfer Agency and Shareholder Services Agreement among the Registrant, Virtus Mutual Funds, Virtus Fund Services and BNY Mellon dated as of May 28, 2015, filed via EDGAR (as Exhibit h.2.d) with Post-Effective Amendment No. 18 to the Registration Statement (File No. 333-191940) on June 5, 2015, and incorporated herein by reference.

Amendment to Sub-Transfer Agency and Shareholder Services Agreement among the Registrant, Virtus Mutual Funds, VRT, Virtus Fund Services and BNY Mellon dated as of December 10, 2015, filed via EDGAR (as Exhibit h.2.e) with Post-Effective Amendment No. 35 to VRT’s Registration Statement (File No. 033-80057) on January 8, 2016, and incorporated herein by reference.

Amendment to Sub-Transfer Agency and Shareholder Services Agreement among the Registrant, Virtus Mutual Funds, VRT, Virtus Fund Services and BNY Mellon, dated as of February 1, 2017, filed via EDGAR (as Exhibit h.2.g) with Post-Effective Amendment No. 112 to VET’s Registration Statement (File No. 002-16590) on July 26, 2017, and incorporated herein by reference.

Amendment to Sub-Transfer Agency and Shareholder Services Agreement among the Registrant, Virtus Mutual Funds, VRT, Virtus Fund Services and BNY Mellon, dated as of February 1, 2017, filed via EDGAR (as Exhibit h.2.h) with Post-Effective Amendment No. 114 to VET’s Registration Statement (File No. 002-16590) on December 21, 2017, and incorporated herein by reference.

Amendment to Sub-Transfer Agency and Shareholder Services Agreement among the Registrant, Virtus Mutual Funds, VAT, VRT, Virtus Fund Services and BNY Mellon, dated as of September 18, 2017, filed via EDGAR (as Exhibit h.2.i) with Post-Effective Amendment No. 114 to VET’s Registration Statement (File No. 002-16590) on December 21, 2017, and incorporated herein by reference.

Amendment to Sub-Transfer Agency and Shareholder Services Agreement among the Registrant, Virtus Mutual Funds, VAT, VRT, Virtus Fund Services and BNY Mellon, dated as of January 1, 2018, filed via EDGAR (as Exhibit h.2.j) with Post-Effective Amendment No. 114 to VET’s Registration Statement (File No. 002-16590) on December 21, 2017, and incorporated herein by reference.

Amendment to Sub-Transfer Agency and Shareholder Services Agreement among the Registrant, Virtus Mutual Funds, VAT, VRT, Virtus Fund Services and BNY Mellon, dated as of September 20, 2018, filed via EDGAR (as Exhibit h.2.k) with Post-Effective Amendment No. 119 to VET’s Registration Statement (File No. 002-16590) on November 16, 2018, and incorporated herein by reference.

Amendment to Sub-Transfer Agency and Shareholder Services Agreement among the Registrant, Virtus Mutual Funds, VAT, VRT, Virtus Fund Services and BNY Mellon, dated as of December 21, 2018, filed via EDGAR (as Exhibit h.2.l) with Post-Effective Amendment No. 120 to VET’s Registration Statement (File No. 002-16590) on January 25, 2019, and incorporated herein by reference.

Form of Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Registrant, Virtus Mutual Funds, VAT, VRT, Virtus Fund Services and BNY Mellon, dated as of March 22, 2019, filed via EDGAR (as Exhibit h.2.m) with Post-Effective Amendment No. 35 to VAT’s Registration Statement (File No. 333-08045) on

April 25, 2019, and incorporated herein by reference.

Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Registrant, Virtus Mutual Funds, VAT, VRT, Virtus Fund Services and BNY Mellon, dated as of May 22, 2019, filed via EDGAR (as Exhibit h.2.n) with Post-Effective Amendment No. 123 to VET’s Registration Statement (File No. 002-16590) on June 12, 2019, and incorporated herein by reference.

Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Registrant, Virtus Mutual Funds, VAT, VRT, Virtus Fund Services and BNY Mellon, dated as of [____] [__], 2019, to be filed by amendment.

Administration Agreement between the Registrant and Virtus Fund Services effective February 19, 2014, filed via EDGAR (as Exhibit h.3) with Pre-Effective Amendment No. 3 (File No. 333-191940) to the Registration Statement on March 28, 2014, and incorporated herein by reference.

First Amendment to Administration Agreement between the Registrant and Virtus Fund Services effective September 8, 2014, filed via EDGAR (as Exhibit h.3.a) with Post-Effective Amendment No. 4 (File No. 333-191940) to the Registration Statement on September 8, 2014, and incorporated herein by reference.

Second Amendment to Administration Agreement between the Registrant and Virtus Fund Services effective April 7, 2015, filed via EDGAR (as Exhibit h.3.b) with Post-Effective Amendment No. 16 (File No. 333-191940) to the Registration Statement on May 29, 2015, and incorporated herein by reference.

Third Amendment to Administration Agreement between the Registrant and Virtus Fund Services effective June 4, 2015, filed via EDGAR (as Exhibit h.3.c) with Post-Effective Amendment No. 18 (File No. 333-191940) to the Registration Statement on June 5, 2015, and incorporated herein by reference.

Fourth Amendment to Administration Agreement between the Registrant and Virtus Fund Services effective September 8, 2015, filed via EDGAR (as Exhibit h.3.d) with Post-Effective Amendment No. 22 (File No. 333-191940) to the Registration Statement on September 8, 2015, and incorporated herein by reference.

Fifth Amendment to Administration Agreement between the Registrant and Virtus Fund Services effective December 1, 2016, filed via EDGAR (as Exhibit h.3.e) with Post-Effective Amendment No. 28 (File No. 333-191940) on February 7, 2017, and incorporated herein by reference.

Sixth Amendment to Administration Agreement between the Registrant and Virtus Fund Services effective November 14, 2018, filed via EDGAR (as Exhibit h.3.f) with Post-Effective Amendment No. 36 to the Registration Statement (File No. 333-191940) on December 6, 2018, and incorporated herein by reference.

Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VRT, VP Distributors (since assigned to Virtus Fund Services) and BNY Mellon, effective as of January 1, 2010, filed via EDGAR (as Exhibit h.5) with Post-Effective Amendment No. 50 to VIT’s Registration Statement (File No. 033-64915) on February 25, 2010 and incorporated herein by reference.

First Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VRT, VP Distributors (since assigned to Virtus Fund Services) and BNY Mellon, effective as of June 30, 2010, filed via EDGAR (as Exhibit h.13) with Post-Effective Amendment No. 52 to VIT’s Registration Statement (File No. 033-64915) on April 28, 2011, and incorporated herein by reference.

Second Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VRT, VP Distributors (since assigned to Virtus Fund Services) and BNY Mellon, effective as of September 14, 2010 filed via EDGAR (as Exhibit h.14) with Post-Effective Amendment No. 52 to VIT’s Registration Statement (File No. 033-64915) on April 28, 2011 and incorporated herein by reference.

Third Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VRT, VP Distributors (since assigned to Virtus Fund Services) and BNY Mellon, effective as of March 15, 2011 filed via EDGAR (as Exhibit h.15) with Post-Effective Amendment No. 52 to VIT’s Registration Statement (File No. 033-64915) on April 28, 2011 and incorporated herein by reference.

Fourth Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VRT, VP Distributors (since assigned to Virtus Fund Services) and BNY Mellon, effective as of August 28, 2012, filed via EDGAR (as Exhibit h.4.d) with Post-Effective Amendment No. 56 to VIT’s Registration Statement (File No. 033-64915) on April 29, 2013 and incorporated herein by reference.

Fifth Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VP Distributors (since assigned to Virtus Fund Services) and BNY Mellon, effective as of December 18, 2012, filed via EDGAR (as Exhibit h.4.e) with Post-Effective Amendment No. 56 to VIT’s Registration Statement (File No. 033-64915) on April 29, 2013 and incorporated herein by reference.

Sixth Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, Virtus Fund Services and BNY Mellon, effective as of June 10, 2013, filed via EDGAR (as Exhibit h.4.f) with Post-Effective Amendment No. 64 to VOT’s Registration Statement (File No. 033-65137) on June 10, 2013, and incorporated herein by reference.

Seventh Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, Virtus Fund Services and BNY Mellon, effective as of December 18, 2013, filed via EDGAR (as Exhibit h.4.g) with Post-Effective Amendment No. 70 to VOT’s Registration Statement (File No. 033-65137) on January 27, 2014, and incorporated herein by reference.

Joinder Agreement and Amendment to Sub-Administration and Accounting Services Agreement among the Registrant, Virtus Mutual Funds, VVIT, VATS Offshore Fund, Ltd. (“VATS”), Virtus Fund Services and BNY Mellon dated February 24, 2014, filed via EDGAR (as Exhibit h.4.h) with Pre-Effective Amendment No. 3 to the Registration Statement (File No. 333-191940) on March 28, 2014, and incorporated herein by reference.

Joinder Agreement to Sub-Administration and Accounting Services Agreement among the Registrant, Virtus Mutual Funds, VRT, VVIT, VATS, Virtus Fund Services and BNY Mellon dated December 10, 2015, filed via EDGAR (as Exhibit h.4.i) with Post-Effective Amendment No. 35 to VRT’s Registration Statement (File No. 033-80057) on January 8, 2016, and incorporated herein by reference.

Amendment to Sub-Administration and Accounting Services Agreement among the Registrant, Virtus Mutual Funds, VRT, VVIT, VATS, Virtus Fund Services and BNY Mellon dated July 27, 2016, filed via EDGAR (as Exhibit h.4.j) with Post-Effective Amendment No. 31 to the Registration Statement (File No. 333-191940) on April 10, 2017, and incorporated herein by reference.

Amendment to Sub-Administration and Accounting Services Agreement among the Registrant, Virtus Mutual Funds, VVIT, VRT, Virtus Fund Services and BNY Mellon dated April, 2017, filed via EDGAR (as Exhibit h.4.k) with Post-Effective Amendment No. 112 to VET’s Registration Statement (File No. 002-16590) on July 26, 2017, and incorporated herein by reference.

Joinder Agreement and Amendment to Sub-Administration and Accounting Services Agreement among the Registrant, Virtus Mutual Funds, VAT, VVIT, VRT, Virtus Fund Services and BNY Mellon dated September 21, 2017, filed via EDGAR (as Exhibit h.4.l) with Post-Effective Amendment No. 114 to VET’s Registration Statement (File No. 002-16590) on December 21, 2017, and incorporated herein by reference.

Form of Amendment to Sub-Administration and Accounting Services Agreement among the Registrant, Virtus Mutual Funds, VVIT, VRT, Virtus Fund Services and BNY Mellon dated December 1, 2018, filed via EDGAR (as Exhibit 13(rr)) to VET’s Form N-14 (File No. 333-228766) on December 12, 2018, and incorporated herein by reference.

Form of Amendment to Sub-Administration Agreement and Accounting Services Agreement among Registrant, Virtus Mutual Funds, VVIT, VRT, VAT, Virtus Fund Services and BNY Mellon dated March 8, 2019, filed via EDGAR (as Exhibit h.3.n) with Post-Effective Amendment No. 82 to VVIT’s Registration Statement (File No. 033-05033) on April 22, 2019, and incorporated herein by reference.

Amendment to Sub-Administration Agreement and Accounting Services Agreement among Registrant, Virtus Mutual Funds, VVIT, VRT, VAT, Virtus Fund Services and BNY Mellon dated May 22, 2019, filed via EDGAR (as Exhibit h.4.o) with Post-Effective Amendment No. 123 to VET’s Registration Statement (File No. 002-16590) on June 12, 2019, and incorporated herein by reference.

Amendment to Sub-Administration and Accounting Services Agreement among

Registrant, Virtus Mutual Funds, VVIT, VRT, VAT, Virtus Fund Services and BNY Mellon dated [____] [__], 2019, to be filed by amendment.

Ninth Amended and Restated Expense Limitation Agreement between Registrant and VAIA, effective November 14, 2018, filed via EDGAR (as Exhibit h.5) with Post-Effective Amendment No. 36 to the Registration Statement (File No. 333-191940) on December 6, 2018, and incorporated herein by reference.

Fee Waiver Agreement between Registrant and VAIA, effective March 11, 2016, filed via EDGAR (as Exhibit h.6) with Post-Effective Amendment No. 26 to the Registration Statement (File No. 333-191940) on November 1, 2016, and incorporated herein by reference.

Form of Indemnification Agreement with each Trustee of Registrant, effective as of October 24, 2016, filed via EDGAR (as Exhibit h.9) with Post-Effective Amendment No. 92 to VOT’s Registration Statement (File No. 033-65137) on January 20, 2017, and incorporated herein by reference.

Form of Joinder Agreement and Amendment to the Indemnification Agreement with George R. Aylward, Philip R. McLoughlin, Geraldine M. McNamara, James M. Oates, Richard E. Segerson and Ferdinand L.J. Verdonck (since retired), effective as of January 18, 2017, filed via EDGAR (as Exhibit h.7.a) with Post-Effective Amendment No. 26 to VAT’s Registration Statement (File No. 333-08045) on June 22, 2017, and incorporated herein by reference.

Form of Joinder Agreement and Amendment to the Indemnification Agreement with Thomas J. Brown, Donald C. Burke, Roger A. Gelfenbien (since retired), John R. Mallin, and Hassell H. McClellan, effective as of February 27, 2017, filed via EDGAR (as Exhibit h.7.b) with Post-Effective Amendment No. 26 to VAT’s Registration Statement (File No. 333-08045) on June 22, 2017, and incorporated herein by reference.

Form of Indemnification Agreement with Sidney E. Harris and Connie D. McDaniel, effective as of July 17, 2017, filed via EDGAR (as Exhibit h.9) with Post-Effective Amendment No. 112 to VET’s Registration Statement (File No. 002-16590) on July 26, 2017, and incorporated herein by reference.

(i)

Legal Opinion

Opinion of Counsel as to legality of shares dated May 28, 2015, filed via EDGAR (as Exhibit i.1) with Post-Effective Amendment No. 16 (File No. 333-191940) to the Registration Statement on May 29, 2015, and incorporated herein by reference.

Opinion of Counsel as to legality of shares dated June 4, 2015, filed via EDGAR (as Exhibit i.1) with Post-Effective Amendment No. 18 (File No. 333-191940) to the Registration Statement on June 5, 2015, and incorporated herein by reference.

Opinion of Counsel as to legality of the shares filed via EDGAR (as Exhibit i.1) with Post-Effective Amendment No. 22 (File No. 333-191940) to the Registration Statement on September 8, 2015, and incorporated herein by reference.

Opinion of Counsel as to legality of shares dated October 24, 2016, filed via EDGAR (as Exhibit i.2) with Post-Effective No. 31 (File No. 333-191940) to the Registration Statement on November 1, 2016, and incorporated herein by reference.

Opinion of Counsel as to legality of shares dated April 5, 2017, filed via EDGAR (as Exhibit i.3) with Post-Effective Amendment No. 31 (File No. 333-191940) to the Registration Statement on April 10, 2017, and incorporated herein by reference.

Opinion of counsel as to legality of shares dated September 21, 2018, filed via EDGAR (as Exhibit i.6) with Post-Effective Amendment No. 35 to the Registration Statement (File No. 333-191940) on September 21, 2018, and incorporated herein by reference.

Consent of Sullivan & Worcester LLP to be filed via EDGAR by amendment.

(j)

Other Opinions

Consent of Independent Registered Public Accounting Firm to be filed via EDGAR by amendment.

(k)

Not applicable.

(l)

Not applicable.

(m)

Rule 12b-1 Plans

Class A Shares Distribution Plan Pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”) filed via EDGAR (as Exhibit m.1) with Pre-Effective Amendment No. 3 (File No. 333-191940) to the Registration Statement on March 28, 2014, and incorporated herein by reference.

Amendment No. 1 to Class A Shares Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act filed via EDGAR (as Exhibit m.1.a) with Post-Effective Amendment No. 4 (File No. 333-191940) to the Registration Statement on September 8, 2014, and incorporated herein by reference.

Amendment No. 2 to Class A Shares Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act filed via EDGAR (as Exhibit m.1.b) with Post-Effective Amendment No. 16 (File No. 333-191940) to the Registration Statement on May 29, 2015, and incorporated herein by reference.

Amendment No. 3 to Class A Shares Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act filed via EDGAR (as Exhibit m.1.c) with Post-Effective Amendment No. 18 (File No. 333-191940) to the Registration Statement on June 5, 2015, and incorporated herein by reference.

Amendment No. 4 to Class A Shares Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act filed via EDGAR (as Exhibit m.1.d) with Post-Effective Amendment No. 22 (File No. 333-191940) to the Registration Statement on September 8, 2015, and incorporated herein by reference.

Amendment No. 5 to Class A Shares Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act filed via EDGAR (as Exhibit m.1.e) with Post-Effective Amendment No. 36 to the Registration Statement (File No. 333-191940) on December 6, 2018, and incorporated herein by reference.

Class C Shares Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act filed via EDGAR (as Exhibit m.2) with Pre-Effective Amendment No. 3 (File No. 333- 191940) to the Registration Statement on March 28, 2014, and incorporated herein by reference.

Amendment No. 1 to Class C Shares Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act filed via EDGAR (as Exhibit m.2.a) with Post-Effective Amendment No. 4 (File No. 333-191940) to the Registration Statement on September 8, 2014, and incorporated herein by reference.

Amendment No. 2 to Class C Shares Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act filed via EDGAR (as Exhibit m.2.b) with Post-Effective Amendment No. 16 (File No. 333-191940) to the Registration Statement on May 29, 2015, and incorporated herein by reference.

Amendment No. 3 to Class C Shares Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act filed via EDGAR (as Exhibit m.2.c) with Post-Effective Amendment No. 18 (File No. 333-191940) to the Registration Statement on June 5, 2015, and incorporated herein by reference.

Amendment No. 4 to Class C Shares Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act filed via EDGAR (as Exhibit m.2.d) with Post-Effective Amendment No. 22 (File No. 333-191940) to the Registration Statement on September 8, 2015, and incorporated herein by reference.

Amendment No. 5 to Class C Shares Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act filed via EDGAR (as Exhibit m.2.e) with Post-Effective Amendment No. 36 to the Registration Statement (File No. 333-191940) on December 6, 2018, and incorporated herein by reference.

(n)

Amended and Restated Plan Pursuant to Rule 18f-3 under the 1940 Act, effective as of July 31, 2019, filed via EDGAR (as Exhibit n.1) with Post-Effective Amendment No. 125 to VET’s Registration Statement (File No. 002-16590) on July 31, 2019, and incorporated herein by reference.

(o)

Reserved

(p)

Codes of Ethics

Amended and Restated Code of Ethics of the Virtus Funds effective October 2017, filed via EDGAR (as Exhibit p.1) with Post-Effective Amendment No. 114 to VET’s Registration Statement (File No. 002-16590) on December 21, 2017, and incorporated herein by reference.

Amended and Restated Code of Ethics of VAIA, VP Distributors, Newfleet, Duff & Phelps, KAR and other Virtus Affiliates effective October 1, 2017, filed via EDGAR (as Exhibit p.2) with Post-Effective Amendment No. 114 to VET’s Registration Statement (File No. 002-16590) on December 21, 2017, and incorporated herein by reference.

Code of Ethics of subadviser AIA effective August 15, 2018, filed via EDGAR (as Exhibit p.3) with Post-Effective Amendment No. 36 to the Registration Statement (File No. 333-191940) on December 6, 2018, and incorporated herein by reference.

(q)

Power of Attorney

Power of Attorney for Philip McLoughlin and James Oates, dated February 10, 2014, filed via EDGAR with Pre-Effective Amendment No. 1 (File No. 333-191940) to the Registration Statement on February 10, 2014, and incorporated herein by reference.

Power of Attorney for Thomas Brown, Donald Burke, Roger Gelfenbien (since retired), John Mallin, Hassell McClellan, Geraldine McNamara, Richard Segerson, dated April 5, 2017, filed via EDGAR (as Exhibit q.2) with Post-Effective Amendment No. 31 to the Registration Statement (File No. 333-191940) on April 10, 2017, and incorporated herein by reference.

Power of Attorney for Trustees Sidney E. Harris and Connie D. McDaniel dated June 26, 2017, filed via EDGAR (as Exhibit q.4) with Post-Effective Amendment No. 112 to VET’s Registration Statement (File No. 002-16590) on July 26, 2017, and incorporated herein by reference.

*Filed herewith

Item 29.

Persons Controlled By or Under Common Control with the Fund

None.

Item 30.

Indemnification

The indemnification of Registrant’s principal underwriter against certain losses is provided for in Section 18 of the Underwriting Agreement incorporated herein by reference to Exhibit e.1. Indemnification of Registrant’s Custodian is provided for in Section 9.9, among others, of the Custody Agreement incorporated herein by reference to Exhibit g.1. The indemnification of Registrant’s Transfer Agent is provided for, in Article 6 of the Amended and Restated Transfer Agency and Service Agreement incorporated herein by reference to Exhibit h.1. The Trust has entered into Indemnification Agreements with each trustee, the form of which is incorporated herein by reference to Exhibits h.7, h.7.a, h.7.b and h.8, whereby the Registrant shall indemnify the trustee for expenses incurred in any proceeding in connection with the trustee’s service to the Registrant subject to certain limited exceptions.

In addition, Article VII sections 2 and 3 of the Registrant’s Agreement and Declaration of Trust incorporated herein by reference to Exhibits a.1-3, provides in relevant part as follows:

“A Trustee, when acting in such capacity, shall not be personally liable to any Person, other than the Trust or a Shareholder to the extent provided in this Article VII, for any act, omission or obligation of the Trust, of such Trustee or of any other Trustee. The Trustees shall not be responsible or liable in any event for any neglect or wrongdoing of any officer, agent, employee, Manager or Principal Underwriter of the Trust. The Trust (i) may indemnify an agent of the Trust or any Person who is serving or has served at the Trust’s request as an agent of another organization in which the Trust has any interest as a shareholder, creditor or otherwise and (ii) shall indemnify each Person who is, or has been, a Trustee, officer or employee of the Trust and any Person who is serving or has served at the Trust’s request as a director, officer, trustee, or employee of another organization in which the Trust has any interest as a shareholder, creditor or otherwise, in the case of (i) and (ii), to the fullest extent consistent with the Investment Company Act of 1940 (the “1940 Act”), as amended, and in the

manner provided in the By-Laws; provided that such indemnification shall not be available to any of the foregoing Persons in connection with a claim, suit or other proceeding by any such Person against the Trust or a Series (or Class) thereof.

All persons extending credit to, contracting with or having any claim against the Trust or the Trustees shall look only to the assets of the appropriate Series (or Class thereof if the Trustees have included a Class limitation on liability in the agreement with such person as provided below), or, if the Trustees have yet to establish Series, of the Trust for payment under such credit, contract or claim; and neither the Trustees nor the Shareholders, nor any of the Trust’s officers, employees or agents, whether past, present or future, shall be personally liable therefor.

Every note, bond, contract, instrument, certificate or undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or the Trustees by any of them in connection with the Trust shall conclusively be deemed to have been executed or done only in or with respect to his or their capacity as Trustee or Trustees, and such Trustee or Trustees shall not be personally liable thereon. …

… A Trustee shall be liable to the Trust and to any Shareholder solely for her or his own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee, and shall not be liable for errors of judgment or mistakes of fact or law. The Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust, and shall be under no liability for any act or omission in accordance with such advice nor for failing to follow such advice.”

In addition, Article III section 7 of such Agreement and Declaration of Trust provides for the indemnification of shareholders of the Registrant as follows: “If any Shareholder or former Shareholder shall be exposed to liability by reason of a claim or demand relating to such Person being or having been a Shareholder, and not because of such Person’s acts or omissions, the Shareholder or former Shareholder (or such Person’s heirs, executors, administrators, or other legal representatives or in the case of a corporation or other entity, its corporate or other general successor) shall be entitled to be held harmless from and indemnified out of the assets of the Trust against all cost and expense reasonably incurred in connection with such claim or demand, but only out of the assets held with respect to the particular Series of Shares of which such Person is or was a Shareholder and from or in relation to which such liability arose. The Trust may, at its option and shall, upon request by the Shareholder, assume the defense of any claim made against the Shareholder for any act or obligation of the Trust and satisfy any judgment thereon from the assets held with respect to the particular series.”

Article VIII Section 2 of the Registrant’s Bylaws incorporated herein by reference to Exhibits b.1-2, provides in relevant part, subject to certain exceptions and limitations, “every agent shall be indemnified by the Trust to the fullest extent permitted by law against all liabilities and against all expenses reasonably incurred or paid by him or her in connection with any proceeding in which he or she becomes involved as a party or otherwise by virtue of his or her being or having been an agent.” Such indemnification would not apply in the case of any liability to which the Registrant would otherwise be subject by reason of or for willful misfeasance, bad faith, gross negligence or reckless disregard of such person’s duties.

The Investment Advisory Agreement, Subadvisory Agreements, Custody Agreement, Foreign Custody Manager Agreement, Sub-Administration and Accounting Services Agreement and Sub-Transfer Agency and Shareholder Services Agreement, each as amended, respectively provide that the Registrant will indemnify the other party (or parties, as the case may be) to the agreement for certain losses. Similar indemnities to those listed above may appear in other agreements to which the Registrant is a party.

The Registrant, in conjunction with VAIA, the Registrant’s Trustees, and other registered investment management companies managed by VAIA or its affiliates, maintains insurance on behalf of any person who is or was a Trustee, officer, employee, or agent of the Registrant, or who is or was serving at the request of the Registrant as a trustee, director, officer, employee or agent of another trust or corporation, against any liability asserted against such person and incurred by him or arising out of his position. However, in no event will Registrant maintain insurance to indemnify any such person for any act for which the Registrant itself is not permitted to indemnify him.

Insofar as indemnification for liability arising under the Securities Act of 1933, as amended (the “Act”), may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is,

therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Item 31.

Business and Other Connections of Investment Adviser and Subadvisers

See “Management of the Funds” in the Prospectus and “Investment Advisory and Other Services” and “Management of the Trust” in the Statement of Additional Information which is included in this Post-Effective Amendment. For information as to the business, profession, vocation or employment of a substantial nature of directors and officers of the Adviser and Subadvisers, reference is made to the Adviser’s and each Subadviser’s current Form ADV filed under the Investment Advisers Act of 1940, and incorporated herein by reference.

Adviser		SEC File No.:
VAIA		801-67924
AIA		801-76637
Duff & Phelps		801-14813
KAR		801-24241

Item 32.

Principal Underwriter

(a)

VP Distributors, LLC serves as the principal underwriter for the following registrants: Virtus Alternative Solutions Trust, Virtus Asset Trust, Virtus Equity Trust, Virtus Opportunities Trust, Virtus Retirement Trust and Virtus Variable Insurance Trust.

(b)

Directors and executive officers of VP Distributors, One Financial Plaza, Hartford, CT 06103, are as follows:

Name and Principal Business Address	Positions and Offices with Distributor	Positions and Offices with Registrant

George R. Aylward	Executive Vice President	President and Trustee
Kevin J. Carr	Vice President, Counsel and Secretary	Senior Vice President and Assistant Secretary
Nancy J. Engberg	Senior Vice President and Assistant Secretary	Senior Vice President and Chief Compliance Officer
David Hanley	Senior Vice President and Treasurer	None
Barry Mandinach	President	None
David C. Martin	Vice President and Chief Compliance Officer	Anti-Money Laundering Officer
Francis G. Waltman	Executive Vice President	Executive Vice President

(c)

Not applicable.

Item 33.

Location of Accounts and Records

Persons maintaining physical possession of accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the Rules promulgated thereunder include:

Secretary of the Trust:		Principal Underwriter:
Jennifer Fromm, Esq. One Financial Plaza Hartford, CT 06103		VP Distributors, LLC One Financial Plaza Hartford, CT 06103
Administrator and Transfer Agent:		Custodian:
Virtus Fund Services, LLC One Financial Plaza Hartford, CT 06103		The Bank of New York Mellon 240 Greenwich Street New York, NY 10286
Fund Accountant, Sub-Administrator, Sub-Transfer Agent and Dividend Dispersing Agent:		Investment Adviser:
BNY Mellon Investment Servicing (US) Inc. 301 Bellevue Parkway Wilmington, DE 19809		Virtus Alternative Investment Advisers, Inc. One Financial Plaza Hartford, CT 06103
Subadviser to Virtus Aviva Multi-Strategy Target Return Fund:		Participating Affiliate of Subadviser to Virtus Aviva Multi-Strategy Target Return Fund:
Aviva Investors Americas LLC 225 West Wacker Drive Suite 1750 Chicago, IL 60606		Aviva Investors Global Services Limited No. 1 Poultry London, England EC2R 8EJ
Subadviser to Virtus Duff & Phelps Select MLP and Energy Fund:		Subadviser to Virtus KAR Long/Short Equity Fund:
Duff & Phelps Investment Management Co. 200 South Wacker Drive, Suite 500 Chicago, IL 60606		Kayne Anderson Rudnick Investment Management, LLC 1800 Avenue of the Stars, 2nd Floor Los Angeles, CA 90067

Item 34.

Management Services

Not applicable.

Item 35.

Undertakings

Not applicable.

PART C – OTHER INFORMATION

Exhibit List

d.2.a		Amendment to Subadvisory Agreement
e.2.a		Amended Annex A to Form of Sales Agreement

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of Hartford and the State of Connecticut on the 30^th day of August, 2019.

VIRTUS ALTERNATIVE SOLUTIONS TRUST

By:	/s/ George R. Aylward
	George R. Aylward
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to the registration statement has been signed below by the following persons in the capacities indicated on the 30^th day of August, 2019.

Signature		Title

/s/ George R. Aylward		Trustee and President
George R. Aylward		(principal executive officer)

/s/ W. Patrick Bradley		Chief Financial Officer and Treasurer
W. Patrick Bradley		(principal financial and accounting officer)

*		Trustee
Thomas J. Brown

*		Trustee
Donald C. Burke

*		Trustee
Sidney E. Harris

*		Trustee
John R. Mallin

*		Trustee
Hassell H. McClellan

*		Trustee
Connie D. McDaniel

*		Trustee and Chairman
Philip R. McLoughlin

*		Trustee
Geraldine M. McNamara

*		Trustee
James M. Oates

*		Trustee
Richard E. Segerson

*By:	/s/ George R. Aylward
	*George R. Aylward, Attorney-in-Fact, pursuant to a power of attorney

Exhibit d.2.a

AMENDMENT

TO SUBADVISORY AGREEMENT

THIS AMENDMENT effective as of the 1^st day of June, 2019, amends that certain Subadvisory Agreement dated as of April 29, 2015 (the “Agreement”), by and among Virtus Alternative Solutions Trust, a Delaware statutory trust (the “Trust”), Virtus Alternative Investment Advisers, Inc., a Connecticut corporation (the “Adviser”), and Aviva Investors Americas LLC, a Delaware limited liability company (the “Subadviser”), as follows:

The subadvisory fees payable under the Agreement are hereby set forth on Schedule C to the Agreement, Schedule C is hereby deleted and Schedule C attached hereto is substituted in its place to reflect such addition.

The Subadviser represents and warrants to the Trust and to the Adviser that the quality and quantity of services provided by the Subadviser will not be reduced as a result of the reduction in subadvisory fees reflected in this Amendment.

Except as expressly amended hereby, all provisions of the Agreement shall remain in full force and effect and are unchanged in all other respects. All initial capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Agreement, as amended.

This Agreement may be executed in any number of counterparts (including executed counterparts delivered and exchanged by facsimile transmission) with the same effect as if all signing parties had originally signed the same document, and all counterparts shall be construed together and shall constitute the same instrument. For all purposes, signatures delivered and exchanged by facsimile transmission shall be binding and effective to the same extent as original signatures.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto intending to be legally bound have caused this Agreement to be executed by their duly authorized officers or other representatives.

	VIRTUS ALTERNATIVE SOLUTIONS TRUST

	By:	/s/ W. Patrick Bradley
	Name:	W. Patrick Bradley
	Title:	Executive Vice President, Chief Financial Officer & Treasurer

	VIRTUS ALTERNATIVE INVESTMENT ADVISERS, INC.

	By:	/s/ Francis G. Waltman
	Name:	Francis G. Waltman
	Title:	Executive Vice President

	AVIVA INVESTORS AMERICAS LLC

	By:	/s/ Sean Brumble
	Name:	Sean Brumble
	Title:	Chief Administrative Officer, AIA LLC

SCHEDULE C

SUBADVISORY FEE

For services provided to the Trust, the Adviser will pay to the Subadviser a fee, payable monthly in arrears, calculated on the average daily net assets of the Designated Series at the annual rates shown in the table below. The fee shall be prorated for any month during which this Agreement is in effect for only a portion of the month.

Name of Series		Subadvisory Fee
Virtus Multi-Strategy Target Return Fund		0.60%

Exhibit e.2.a

One Financial Plaza

Hartford, CT 06103

800.248.7971

VIRTUS.COM

Virtus Mutual Funds Sales Agreement

Amended Annex A - August 2019

VP Distributors, LLC

Virtus Mutual Funds and Available Share Classes

FIXED INCOME		EQUITY
Virtus Newfleet Core Plus Bond Fund	A C I R6	Virtus Ceredex Large-Cap Value Equity Fund	A C I R6
Virtus Newfleet High Yield Fund	A C I R6	Virtus Ceredex Mid-Cap Value Equity Fund	A C I R6
Virtus Newfleet Low Duration Core Plus Bond Fund	A C I R6	Virtus Ceredex Small-Cap Value Equity Fund	A C I R6
Virtus Newfleet Multi-Sector Intermediate Bond Fund	A C I R6	Virtus Horizon Wealth Masters Fund	A C I
Virtus Newfleet Multi-Sector Short Term Bond Fund**	A C1 I R6	Virtus KAR Capital Growth Fund	A C I R6
Virtus Newfleet Senior Floating Rate Fund	A C I R6	Virtus KAR Mid-Cap Core Fund	A C I R6
Virtus Newfleet Tax-Exempt Bond Fund	A C I	Virtus KAR Mid-Cap Growth Fund	A C I R6
Virtus Seix Core Bond Fund	A I R R6	Virtus KAR Small-Cap Core Fund *	A C I R6
Virtus Seix Corporate Bond Fund	A C I	Virtus KAR Small-Cap Growth Fund *	A C I R6
Virtus Seix Floating Rate High Income Fund	A C I R6	Virtus KAR Small-Cap Value Fund	A C I R6
Virtus Seix High Grade Municipal Bond Fund	A I	Virtus KAR Small-Mid Cap Core Fund	A C I R6
Virtus Seix High Income Fund	A I R R6	Virtus Rampart Enhanced Core Equity Fund	A C I R6
Virtus Seix High Yield Fund	A I R R6	Virtus Rampart Equity Trend Fund	A C I R6
Virtus Seix Investment Grade Tax-Exempt Bond Fund	A I	Virtus Rampart Sector Trend Fund	A C I
Virtus Seix Short-Term Bond Fund	A C I	Virtus Silvant Large-Cap Growth Stock Fund	A C I R6
Virtus Seix Short-Term Municipal Bond Fund	A I	Virtus Silvant Small-Cap Growth Stock Fund	A C I
Virtus Seix Total Return Bond Fund	A I R R6	Virtus Zevenbergen Innovative Growth Stock Fund	A I
Virtus Seix U.S. Govt Securities Ultra-Short Bond Fund	A I R6
Virtus Seix U.S. Mortgage Fund	A C I	INTERNATIONAL/GLOBAL
Virtus Seix Ultra-Short Bond Fund	A I	Virtus KAR Emerging Markets Small-Cap Fund	A C I R6
		Virtus KAR Global Quality Dividend Fund	A C I R6
ALTERNATIVES		Virtus KAR International Small-Cap Fund	A C I R6
Virtus Aviva Multi-Strategy Target Return Fund	A C I R6	Virtus SGA Emerging Markets Growth Fund	A C I R6
Virtus Duff & Phelps Global Infrastructure Fund	A C I R6	Virtus SGA Global Growth Fund	A C I R6
Virtus Duff & Phelps Global Real Estate Securities Fund	A C I R6	Virtus SGA International Growth Fund	A I R6
Virtus Duff & Phelps International Real Estate Sec Fund	A C I	Virtus Vontobel Emerging Markets Opportunities Fund	A C I R6
Virtus Duff & Phelps Real Estate Securities Fund	A C I R6	Virtus Vontobel Foreign Opportunities Fund	A C I R6
Virtus Duff & Phelps Select MLP and Energy Fund	A C I	Virtus Vontobel Global Opportunities Fund	A C I R6
Virtus KAR Long/Short Equity Fund	A C I R6	Virtus Vontobel Greater European Opportunities Fund	A C I
Virtus Rampart Alternatives Diversifier Fund	A C I

ASSET ALLOCATION
Virtus Herzfeld Fund	A C I
Virtus Rampart Multi-Asset Trend Fund	A C I
Virtus Tactical Allocation Fund	A C I

*The Virtus Small-Cap Core Fund and the Virtus KAR Small-Cap Growth Fund are no longer available for purchases to new investors, subject to limited exceptions. These funds continue to be available for purchases by existing investors. See the prospectus and SAI for possible exceptions and additional information.

** Effective April 30, 2019, the Virtus Newfleet Multi-Sector Short Term Bond Fund Class C is no longer available for purchases by new or existing shareholders, except by existing shareholders through reinvestment transactions.

Applicable waivers of Class A sales charges and Class A & C contingent deferred sales charges are described in the prospectus.

VP Distributors, LLC, One Financial Plaza, Hartford, CT 06103

Marketing: (800) 243-4361

Customer Service: (800) 243-1574

www.Virtus.com

Class A Shares

Seix U.S. Government Securities Ultra-Short Bond and Seix Ultra-Short Bond Funds, (the “Ultra-Short Bond Funds”) – There is no Sales Charges on purchases made directly into these funds. A Sales Charge may be applicable upon the exchange of direct purchases into another Class A Share or upon the exchange into these Funds from Funds on which a Finder’s Fee was paid. (See below for additional information regarding exchanges into these Funds from Funds on which a Finder’s Fee was paid)

Equity, Asset Allocation, International/Global, Alternative Funds

Amount of	Dealer Discount
Transaction	Sales Charge	or Agency Fee
Plus Applicable Rights	As Percentage of	As Percentage of
of Accumulation:	Offering Price	Offering Price

Less than $50,000	5.75%	5.00%
$50,000 but under $100,000	4.75	4.25
$100,000 but under $250,000	3.75	3.25
$250,000 but under $500,000	2.75	2.25
$500,000 but under $1,000,000	2.00	1.75
$1,000,000 or more	None	None

Newfleet Core Plus Bond, Newfleet High Yield, Newfleet Multi-Sector Intermediate Bond, Seix High Income,

Seix Core Bond, Seix Corporate Bond, Seix Total Return Bond, Seix High Yield Funds

Amount of	Dealer Discount
Transaction	Sales Charge	or Agency Fee
Plus Applicable Rights	As Percentage of	As Percentage of
of Accumulation:	Offering Price	Offering Price

Less than $50,000	3.75%	3.25%
$50,000 but under $100,000	3.50	3.00
$100,000 but under $250,000	3.25	2.75
$250,000 but under $500,000	2.25	2.00
$500,000 but under $1,000,000	1.75	1.50
$1,000,000 or more	None	None

Newfleet Senior Floating Rate, Newfleet Tax-Exempt Bond, Seix High Grade Municipal Bond, Seix Investment

Grade Tax-Exempt Bond, Seix Floating Rate High Income

Amount of	Dealer Discount
Transaction	Sales Charge	or Agency Fee
Plus Applicable Rights	As Percentage of	As Percentage of
of Accumulation:	Offering Price	Offering Price

Less than $50,000	2.75%	2.25%
$50,000 but under $100,000	2.25	2.00
$100,000 but under $250,000	1.75	1.50
$250,000 but under $500,000	1.25	1.00
$500,000 but under $1,000,000	1.00	1.00
$1,000,000 or more	None	None

Newfleet Multi-Sector Short Term Bond, Newfleet Low Duration Core Plus Bond, Seix Short-Term Bond Fund,

Seix Short-Term Municipal Bond, Seix U.S. Mortgage Bond Funds

Amount of	Dealer Discount
Transaction	Sales Charge	or Agency Fee
Plus Applicable Rights	As Percentage of	As Percentage of
of Accumulation:	Offering Price	Offering Price

Less $100,000	2.25%	2.00%
$100,000 but under $250,000	1.75	1.50
$250,000 or more	None	None

Class A Shares continued

12b-1 Fees: 0.15% - Seix High Grade Municipal Bond and the Virtus Seix Short-Term Municipal Bond - For providing shareholder services which include, but are not limited to, transmitting prospectuses, statements of additional information, shareholder reports, proxy statements and other materials to shareholders; providing educational materials; providing facilities to answer questions about the Funds; receiving and answering correspondence; assisting shareholders in completing application forms and selecting dividend and other account options and providing such other information and services as VP Distributors, LLC (“VPD”) or a Fund may reasonably request, VPD intends to pay a monthly fee to qualifying dealers at the equivalent of 0.15% annually. The Service Fee is based on the average daily net asset value of Class A Shares sold by such dealers and remaining on the Funds’ books during the period in which the fee is calculated. Dealers must have an aggregate value of $50,000 or more per Fund CUSIP to qualify for payment in that Fund class. The Service Fee for shares on which a Finder’s Fee has been paid will commence in the thirteenth month following purchase of Class A Shares. See the last page of this Annex A for Terms and Conditions for Service and Distribution Fees.

12b-1 Fees: 0.20% - Virtus Seix U.S. Mortgage and Virtus Seix Short-Term Bond Funds Only - For providing shareholder services which include, but are not limited to, transmitting prospectuses, statements of additional information, shareholder reports, proxy statements and other materials to shareholders; providing educational materials; providing facilities to answer questions about the Funds; receiving and answering correspondence; assisting shareholders in completing application forms and selecting dividend and other account options and providing such other information and services as VPD or a Fund may reasonably request, VPD intends to pay a monthly fee to qualifying dealers at the equivalent of 0.20% annually. The Service Fee is based on the average daily net asset value of Class A Shares sold by such dealers and remaining on the Funds’ books during the period in which the fee is calculated. Dealers must have an aggregate value of $50,000 or more per Fund CUSIP to qualify for payment in that Fund class. The Service Fee for shares on which a Finder’s Fee has been paid will commence in the thirteenth month following purchase of Class A Shares. See the last page of this Annex A for Terms and Conditions for Service and Distribution Fees.

12b-1 Fees: 0.25% - All other Class A Funds- For providing shareholder services which include, but are not limited to, transmitting prospectuses, statements of additional information, shareholder reports, proxy statements and other materials to shareholders; providing educational materials; providing facilities to answer questions about the Funds; receiving and answering correspondence; assisting shareholders in completing application forms and selecting dividend and other account options and providing such other information and services as VPD or a Fund may reasonably request, VPD intends to pay a monthly fee to qualifying dealers at the equivalent of 0.25% annually. The Service Fee is based on the average daily net asset value of Class A Shares sold by such dealers and remaining on the Funds’ books during the period in which the fee is calculated. Dealers must have an aggregate value of $50,000 or more per Fund CUSIP to qualify for payment in that Fund class. The Service Fee for shares on which a Finder’s Fee has been paid will commence in the thirteenth month following purchase of Class A Shares. See the last page of this Annex A for Terms and Conditions for Service and Distribution Fees.

Finder’s Fee and CDSC Applicable to Virtus Sector Trend and Fixed Income Funds (excluding Virtus Newfleet Multi-Sector Short Term Bond Fund, Virtus Newfleet Low Duration Core Plus Bond Fund, Virtus Seix U.S. Mortgage Fund, Virtus Seix Short-Term Bond Fund, Virtus Seix Short-Term Municipal Bond Fund, Virtus Seix U.S. Government Securities Ultra-Short Bond Fund and Virtus Seix Ultra-Short Bond Fund): VPD may pay broker-dealers a Finder’s Fee in an amount equal to 0.50% of eligible Class A Share purchases from $1,000,000 to $3,000,000 and 0.25% on amounts greater than $3,000,000. Purchases by an account in the name of a qualified employee benefit plan are eligible for a Finder’s Fee only if such plan has at least 100 eligible employees. A contingent deferred sales charge of 0.50% may apply on certain redemptions made (including exchanges into the Ultra-Short Bond Funds) within 18 months following purchases of Class A Shares on which a Finder’s Fee has been paid to a dealer. The 18 month period begins on the last day of the month preceding the month in which the purchase was made.

Finder’s Fee and CDSC Applicable to Virtus Newfleet Multi-Sector Short Term Bond Fund, Virtus Newfleet Low Duration Core Plus Bond Fund, Virtus Seix U.S. Mortgage Fund, Virtus Seix Short-Term Bond Fund and Virtus Seix Short-Term Municipal Bond Fund: VPD may pay broker-dealers a Finder’s Fee in an amount equal to 0.50% of eligible Class A Share purchases from $250,000 to $3,000,000 and 0.25% on amounts greater than $3,000,000. Purchases by an account in the name of a qualified employee benefit plan are eligible for a Finder’s Fee only if such plan has at least 100 eligible employees. A contingent deferred sales charge of 0.50% may apply on certain redemptions (including exchanges into the Ultra-Short Bond Funds) made within 12 months following purchases of Class A Shares on which a Finder’s Fee has been paid to a dealer. The 12 month period begins on the last day of the month preceding the month in which the purchase was made.

Finder’s Fee and CDSC Applicable to Equity, Asset Allocation, International/Global and Alternative Class A Shares: (excluding Virtus Rampart Sector Trend Fund) VPD may pay broker-dealers a Finder’s Fee in an amount equal to 1.00% of eligible Class A Share purchases from $1,000,000 to $3,000,000, 0.50% on amounts of $3,000,001 to $10,000,000 and 0.25% on amounts greater than $10,000,000. Purchases by an account in the name of a qualified employee benefit plan are eligible for a Finder’s Fee only if such plan has at least 100 eligible employees. A contingent deferred sales charge of 1% may apply on certain redemptions made within 18 months following purchases of Class A Shares on which a Finder’s Fee has been paid to a dealer. The 18 month period begins on the last day of the month preceding the month in which the purchase was made.

CDSC Applicable for Virtus SGA Global Growth Fund: For purchases on which a Finder’s Fee has been paid for the Virtus SGA Global Growth Fund’s predecessor, a 0.50% CDSC may apply on certain redemptions made within 18 months through October 31, 2020. Any purchase in this fund on which a Finder’s Fee has been paid after May 3, 2019 a 1.00% CDSC may apply on certain redemptions made within 18 months.

Ultra-Short Bond Funds: In the event that a contingent deferred sales charge is applied to an exchange into one of the Ultra-Short Bond Funds, exchanges from the Ultra-Short Bond Fund into Class A Shares of another Virtus Fund will not be subject to a sales charge or Finder’s Fee.

Class C Shares

Sales Commission:

1% for all Class C Funds except Virtus Newfleet Multi-Sector Short Term Bond Fund

Virtus Newfleet Multi-Sector Short Term Bond Fund - is no longer available for purchases by new or existing shareholders. When original purchases of the Virtus Newfleet Multi-Sector Short Term Bond Fund Class C are exchanged to other Class C or C1 Shares, the dealer will receive a 1% sales commission.

CDSC: 1% for all Class C Funds, except Virtus Newfleet Multi-Sector Short Term Bond Fund (no CDSC). Dealers maintaining omnibus accounts, upon redemption of a customer account within the time frames specified below, shall charge such customer account the appropriate contingent deferred sales charge as indicated and shall forward the proceeds to VPD. The CDSC on applicable Class C Shares is 1% for one year from each purchase.

Distribution Fee: 0.25% - 0.75% VPD intends to pay a monthly fee to qualifying dealers at the equivalent of 0.25% annually for Virtus Newfleet Multi-Sector Short Term Bond Fund, and 0.75% annually for all other Class C Funds, based on the average daily net asset value of Class C Shares sold by such dealers and remaining on the Funds’ books during the period in which the fee is calculated. The Class C Trail Fee is paid beginning in the 13th month following each purchase. There is no hold for the Class C Trail Fee for the Virtus Newfleet Multi-Sector Short Term Bond Fund. See the last page of this Annex A for Terms and Conditions for Service and Distribution Fees.

Service Fee: 0.25% For providing shareholder services which include, but are not limited to, transmitting prospectuses, statements of additional information, shareholder reports, proxy statements and other materials to shareholders; providing educational materials; providing facilities to answer questions about the Funds; receiving and answering correspondence; assisting shareholders in completing application forms and selecting dividend and other account options and providing such other information and services as VPD or a Fund may reasonably request, VPD intends to pay a monthly fee to qualifying dealers at the equivalent of 0.25% annually, based on the average daily net asset value of Class C Shares sold by such dealers and remaining on the Funds’ books during the period in which the fee is calculated. The Class C Service Fee is paid beginning in the 13^th month following each purchase. There is no hold for the Class C Service Fee for the Virtus Newfleet Multi-Sector Short Term Bond Fund. See the last page of this Annex A for Terms and Conditions for Service and Distribution Fees.

Class C1 Shares – Virtus Newfleet Multi-Sector Short Term Bond Fund only

Dealer Concession: 1%

CDSC: 1% for one year from the date of each purchase.

Service Fee: 0.25% For providing shareholder services which include, but are not limited to, transmitting prospectuses, statements of additional information, shareholder reports, proxy statements and other materials to shareholders; providing educational materials; providing facilities to answer questions about the Funds; receiving and answering correspondence; assisting shareholders in completing application forms and selecting dividend and other account options and providing such other information and services as VPD or a Fund may reasonably request, VPD intends to pay a monthly fee to qualifying dealers at the equivalent of 0.25% annually, based on the average daily net asset value of Class C1 Shares sold by such dealers and remaining on the Funds’ books during the period in which the fee is calculated. The Class C1 Service Fee is paid beginning in the 13^th month following each purchase. See the last page of this Annex A for Terms and Conditions for Service and Distribution Fees.

Distribution Fee: 0.75% VPD intends to pay a quarterly fee to qualifying dealers at the equivalent of 0.75% annually, based on the average daily net asset value of Class C1 Shares sold by such dealers and remaining on the Funds’ books during the period in which the fee is calculated. The Class C1 Distribution Fee is paid beginning in the 13^th month following each purchase. See the last page of this Annex A for Terms and Conditions for Service and Distribution Fees.

Class R Shares

Service Fees: 0.25% For providing shareholder services which include, but are not limited to, transmitting prospectuses, statements of additional information, shareholder reports, proxy statements and other materials to shareholders; providing educational materials; providing facilities to answer questions about the Funds; receiving and answering correspondence; assisting shareholders in completing application forms and selecting dividend and other account options and providing such other information and services as VPD or a Fund may reasonably request, VPD intends to pay a monthly fee to qualifying dealers at the equivalent of 0.25% annually, based on the average daily net asset value of Class R Shares sold by such dealers and remaining on the Funds’ books during the period in which the fee is calculated. Dealers must have an aggregate value of $50,000 or more per Fund CUSIP to qualify for payment in that Fund class. See below for Terms and Conditions for Service and Distribution Fees.

Distribution Fee: 0.25% VPD intends to pay a monthly fee to qualifying dealers at the equivalent of 0.25% annually, based on the average daily net asset value of Class R Shares sold by such dealers and remaining on the Funds’ books during the period in which the fee is calculated. Dealers must have an aggregate value of $50,000 or more per Fund CUSIP to qualify for payment in that Fund class. See below for Terms and Conditions for Service and Distribution Fees.

Class I Shares

There is no dealer compensation payable on Class I Shares, and they do not pay any 12b-1 distribution or service fees.

Class R6 Shares

Class R6 Shares are available only to the following investors without a minimum initial investment or minimum additional purchases: certain employer-sponsored retirement plans, including Section 401(k), 403(b) and 457 plans, profit-sharing plans, money purchase pension and defined benefit plans, and non-qualified deferred compensation plans, in each case provided that plan level or omnibus accounts are held on the books of the fund. Other institutional investors may be permitted to purchase Class R6 Shares subject to the fund’s determination of eligibility and may be subject to a $2,500,000 minimum initial investment requirement. Class R6 Shares do not carry sales commissions or pay Rule 12b-1 fees, or make payments to dealers or other entities to assist in, or in connection with, the sale of the fund’s shares. No compensation, administrative payments, sub-transfer agency payments or service payments are paid to dealers or other entities from fund assets or VPD’s or an affiliate’s resources on sales of or investments in Class R6 Shares.

Terms and Conditions for Service and Distribution Fees – All Share Classes

Applicable Service and Distribution Fees are paid pursuant to one or more distribution and/or service plans (“Plan”) adopted by certain of the Funds. Payment of these fees will automatically terminate in the event such Plan terminates or is not continued or in the event that this Agreement terminates, is assigned or ceases to remain in effect. VP Distributors shall be under no obligation to pay any fees hereunder to the extent such fees have not been paid to VP Distributors by the applicable Fund(s). In addition, these fees may be terminated at any time, without the payment of an penalty, by vote of a majority of the members of the Funds’ Board of Trustees who are not interested persons of the Funds and have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan, or by vote of a majority of the outstanding voting securities of any Fund or Funds on not more than sixty days’ written notice to any other party to the Agreement.

VPD 80A (August 2019)