As filed with the Securities and Exchange
Commission on November 1, 2016
File No. 333-191940
File No. 811-22906
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
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Under the SECURITIES ACT OF 1933
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¨
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Pre-Effective Amendment No.
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¨
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Post-Effective Amendment No. 26
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x
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and/or
REGISTRATION STATEMENT
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Under the INVESTMENT COMPANY ACT OF 1940
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Amendment No. 31
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x
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(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.
Senior Counsel
Virtus Investment Partners, Inc.
100 Pearl St.
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):
x
immediately
upon filing pursuant to paragraph (b)
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on [date] pursuant to paragraph (b) of Rule 485
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60
days after filing pursuant to paragraph (a)(1)
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on [date]
or at such later date as the Commission shall order pursuant to paragraph (a)(2)
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75 days after filing pursuant to paragraph (a)(2)
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on
[date] pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
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¨
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this post-effective amendment designates a new effective date for a previously filed post-effective amendment.
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This Post-Effective Amendment consists of the following:
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1.
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Facing Sheet of the Registration Statement
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2.
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Supplement dated November 1, 2016 to the Virtus Alternative Solutions Trust prospectus dated February 29, 2016, which contains
disclosure required to add Class R6 Shares to the Virtus Multi-Strategy Target Return Fund
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3.
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Supplement dated November 1, 2016 to the Virtus Alternative Solutions Trust Statement of Additional Information (“SAI”)
dated February 29, 2016, which contains disclosure required to add Class R6 Shares to the Virtus Multi-Strategy Target Return Fund
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This Post-Effective Amendment is being filed for the sole purpose
of completing the registration of Class R6 Shares of the Virtus Multi-Strategy Target Return Fund by inserting disclosure into
the prospectuses and SAI necessary and appropriate to add Class R6 Shares to this fund. But for the supplemental disclosure filed
herewith, Parts A and B of Registrant’s Post-Effective Amendment No. 24 to its registration statement filed on February 26,
2016, and effective February 29, 2016, are incorporated by reference herein and this Post-Effective Amendment No. 26 is being filed
for the sole purpose of completing the registration of Class R6 Shares of the Virtus Multi-Strategy Target Return Fund.
Virtus Multi-Strategy Target Return Fund
a series of Virtus Alternative Solutions
Trust
Supplement dated
November 1, 2016 to the Summary Prospectus dated February 29, 2016, as
supplemented, and the Virtus Alternative Solutions Trust Statutory Prospectus
dated February 29, 2016, as supplemented
Important Notice to
Investors
As of November 1, 2016, Virtus Multi-Strategy Target Return
Fund is offering Class R6 Shares, in addition to the share classes already offered by the fund. Accordingly, the fund’s prospectuses
are hereby amended to add the following disclosure.
The cover page of the statutory prospectus is hereby revised
by replacing the row showing ticker symbols for the fund’s share classes with the row shown below:
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A
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C
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I
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R6
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Virtus Multi-Strategy Target Return Fund
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VMSAX
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VCMSX
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VMSIX
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VMSRX
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The tables under “Fees and Expenses” in the fund’s
summary prospectus and the summary section of the statutory prospectus are hereby revised to add the Class R6 column as shown below:
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Shareholder Fees
(fees paid directly
from your investment)
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Class R6
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Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)
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None
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Maximum Sales Charge (load) (as a percentage of the lesser of purchase price or redemption proceeds)
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None
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Annual Fund Operating
Expenses
(expenses that you pay each year as a percentage
of the value of your investment)
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Class
R6
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Management Fee
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1.30
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%
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Distribution and Shareholder Servicing (12b-1) Fees
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None
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Other Expenses
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0.67
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%
(b)
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Acquired Fund Fees and Expenses
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0.01
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%
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Total Annual Fund Operating Expenses
(c)
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1.98
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%
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Less: Fee Waiver and/or Expense Reimbursement
(d)
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(0.57
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)%
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Total Annual Fund Operating Expenses After Expense Reimbursement
(c)(d)
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1.41
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%
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(b)
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Estimated for current fiscal year, as annualized.
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(c)
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The Total Annual Fund Operating
Expenses do not correlate to the ratio of expenses to average net assets appearing in the Financial Highlights tables, which tables
reflect only the operating expenses of the fund and do not include acquired fund fees and expenses.
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(d)
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The fund’s investment adviser has contractually agreed to waive a portion of the management fee so that such fee
does not exceed 1.25% through March 1, 2017. The fund’s investment adviser also has contractually agreed to limit the
fund’s total operating expenses (excluding dividend and interest expenses, taxes, brokerage commissions, extraordinary
expenses and acquired fund fees and expenses) so that such expenses do not exceed 1.69% for Class A Shares, 2.44% for Class C
Shares, 1.44% for Class I Shares and 1.40% for Class R6 Shares through March 1, 2017. Following the contractual period, the
adviser may discontinue these expense reimbursement arrangements at any time. Under certain conditions, the adviser may
recapture operating expenses reimbursed under the expense reimbursement arrangement for a period of three years following the
fiscal year in which such reimbursement occurred.
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The Example table is hereby revised to add the Class R6 row
as shown below:
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Share
Status
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1
Year
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3
Years
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5
Years
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10
Years
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Class R6
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Sold or Held
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$
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144
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$
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566
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$
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1,015
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$
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2,260
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In the first table in the section “More Information About
Fund Expenses” on page 42 of the statutory prospectus, the row corresponding to the fund is hereby replaced with the following.
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Class
A
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Class
C
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Class
I
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Class
R6
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Through
Date
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Virtus Multi-Strategy Target Return Fund
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1.69
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%
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2.44
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%
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1.44
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%
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1.40
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%
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March 1, 2017
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In the second table in the section “More Information About
Fund Expenses” on page 42 of the statutory prospectus, the row corresponding to the fund is hereby replaced with the following
and the footnote reference also changed as shown below.
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Class
A
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Class
C
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Class
I
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Class
R6
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Virtus Multi-Strategy Target Return Fund
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1.70
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%
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2.45
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%
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1.45
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%
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1.41
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%
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Under “What are the classes and how do they differ?”
on page 83 of the statutory prospectus, the table in this section is hereby amended to read “None” in the column entitled
“Class R6” for Virtus Multi-Strategy Target Return Fund.
The Class R6 Shares subheading under “What arrangement
is best for you?” on page 84 of the statutory prospectus is hereby amended to read:
Class R6 Shares (Virtus Credit Opportunities Fund and Multi-Strategy
Target Return Fund only).
Investors should retain this supplement
with the
Prospectuses for future reference.
VAST 8034 MSTR AddR6Shares (11/16)
Virtus Multi-Strategy Target Return Fund,
a series of Virtus Alternative Solutions
Trust
Supplement dated November 1, 2016 to the
Statement of
Additional Information (“SAI”)
dated February 29, 2016, as supplemented
Important Notice
to Investors
As of November 1, 2016, Virtus Multi-Strategy
Target Return Fund is offering Class R6 Shares, in addition to the share classes already offered by the fund. Accordingly, the
SAI is hereby amended to add the following disclosures.
The cover page of the SAI is hereby revised by replacing the
row showing ticker symbols for the fund’s share classes with the row shown below:
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A
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C
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I
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R6
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Virtus Multi-Strategy Target Return Fund
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VMSAX
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VCMSX
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VMSIX
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VMSRX
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Under “Other Virtus Mutual Funds” on pages 11 and
12 of the fund’s SAI, the rows shown below are hereby revised to indicate that each of these funds offers Class R6 Shares:
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Class/Shares
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Trust
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Fund
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R6
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Virtus Equity Trust
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Quality Small-Cap Fund
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X
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Virtus Opportunities Trust
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Bond Fund
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X
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Global Real Estate Securities Fund
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X
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High Yield Fund
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X
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Multi-Sector Short Term Bond Fund
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X
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Senior Floating Rate Fund
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X
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Under the heading “
Investment Advisory Agreement and
Expense Limitation Agreement
” in the section “Investment Advisory and Other Services” on pages 74-76 of the
fund’s SAI, the rows in the second table corresponding to the funds are hereby replaced with the following:
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Class
A
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Class
C
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Class
I
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Class
R6
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Through
Date
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Multi-Strategy Target Return Fund
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1.69
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%
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2.44
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%
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1.44
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%
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1.40
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%
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March 1, 2017
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Investors should retain this supplement
with the SAI for future reference.
VAST 8034B SAI/MSTRAddR6 (11/16)
VIRTUS ALTERNATIVE SOLUTIONS TRUST
PART C — OTHER INFORMATION
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(a)
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Agreement
and Declaration of Trust.
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1.
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Amended
and Restated Agreement and Declaration of Trust of the Registrant dated December 3, 2013, filed via EDGAR (as Exhibit a.1) with
Pre-effective Amendment No. 3 (File No. 333-191940) to the Registration Statement on March 28, 2014, and incorporated herein by
reference.
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1.
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Amended
and Restated By-Laws of the Registrant dated December 3, 2013, filed via EDGAR (as Exhibit b.1) with Pre-effective Amendment No.
3 (File No. 333-191940) to the Registration Statement on March 28, 2014, and incorporated herein by reference.
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(c)
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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).
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(d)
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Investment
Advisory Contracts.
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1.
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Investment
Advisory Agreement between the 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 (File No. 333-191940) to the Registration Statement
on March 28, 2014, and incorporated herein by reference.
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a)
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First
Amendment to the Investment Advisory Agreement between the Registrant and VAIA effective September 8, 2014, filed via EDGAR with
Post-effective Amendment No. 4 (File No. 333-191940) to the Registration Statement on September 8, 2014, and incorporated herein
by reference.
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b)
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Second
Amendment to the Investment Advisory Agreement between the Registrant and VAIA effective April 29, 2015, filed via EDGAR (as Exhibit
d.1.b) with Post-effective Amendment No. 18 (File No. 333-191940) to the Registration Statement on June 5, 2015, and incorporated
herein by reference.
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c)
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Third
Amendment to the Investment Advisory Agreement between the Registrant and VAIA effective June 4, 2015, filed via EDGAR (as Exhibit
d.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.
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d)
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Fourth
Amendment to the Investment Advisory Agreement between the Registrant and VAIA effective September 8, 2015, filed via EDGAR (as
Exhibit d.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.
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2.
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Corrected
Subadvisory Agreement between VAIA and Newfleet Asset Management, LLC (“Newfleet”) with respect to Virtus Strategic
Income Fund filed via EDGAR (as Exhibit d.17) with Post-effective Amendment No. 22 (File No. 333-191940) to the Registration Statement
on September 8, 2015, and incorporated herein by reference.
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3.
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Subadvisory
Agreement between VAIA and Aviva Investors Americas LLC (“AIA”) with respect to Virtus Multi-Strategy Target Return
Fund filed via EDGAR (as Exhibit d.18) with Post-effective Amendment No. 16 (File No. 333-191940) to the Registration Statement
on May 29, 2015, and incorporated herein by reference.
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4.
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Corrected
Subadvisory Agreement between VAIA and Newfleet with respect to Virtus Credit Opportunities Fund filed via EDGAR (as Exhibit d.19)
with Post-effective Amendment No. 22 (File No. 333-191940) to the Registration Statement on September 8, 2015, and incorporated
herein by reference.
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5.
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Subadvisory
Agreement between VAIA and Duff & Phelps Investment Management Co. (“Duff & Phelps”) with respect to Virtus
Select MLP and Energy Fund, filed via EDGAR (as Exhibit d.20) with Post-effective Amendment No. 22 (File No. 333-191940) to the
Registration Statement on September 8, 2015, and incorporated herein by reference.
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(e)
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Underwriting
Agreement
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1.
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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 (File No. 333-191940) to the Registration Statement on March 28, 2014, and incorporated herein
by reference.
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2.
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Form
of Sales Agreement between VP Distributors and dealers, effective January, 2016, filed via EDGAR (as Exhibit e.2) with Post-effective
Amendment No. 35 to the Registration Statement of Virtus Retirement Trust (“VRT”) (File No. 033-80057) on January
8, 2016, and incorporated herein by reference.
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a)
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*Amended
Annex A to Form of Sales Agreement between VP Distributors and dealers effective November 2016 filed via EDGAR (as Exhibit e.2.a)
herewith.
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1.
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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 (File No. 333-191940) to the Registration Statement on March 28, 2014, and incorporated herein by reference.
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a)
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Amendment
to Custody Agreement between the Registrant and The Bank of New York Mellon dated as of August 19, 2014, filed via EDGAR (as Exhibit
g.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.
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b)
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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 (File No. 333-191940) to the Registration Statement on May 29, 2015, and incorporated
herein by reference.
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c)
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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 (File No. 333-191940) to the Registration Statement on February 26, 2016,
and incorporated herein by reference.
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2.
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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 (File No. 333-191940) to the Registration Statement on April 4, 2014, and incorporated herein by reference.
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a)
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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 (File No. 333-191940) to the Registration Statement on September
8, 2014, and incorporated herein by reference.
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b)
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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 (File No. 333-191940) to the Registration Statement on May 29, 2015,
and incorporated herein by reference.
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c)
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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 (File No. 333-191940) to the Registration Statement on February
26, 2016, and incorporated herein by reference.
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(h)
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Other
Material Contracts
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1.
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Transfer
Agency and Service Agreement between Registrant and Virtus Fund Services, LLC (“Virtus Fund Services”) effective February
19, 2014, filed via EDGAR (as Exhibit h.1) with Pre-effective Amendment No. 3 (File No. 333-191940) to the Registration Statement
on March 28, 2014, and incorporated herein by reference.
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2.
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Sub-Transfer
Agency and Shareholder Services Agreement among Virtus Equity Trust (“VET”), Virtus Insight Trust (“VIT”),
Virtus Opportunities Trust (“VOT”), 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 the Registration Statement of VIT (File No. 033-64915) on April 27, 2012 and incorporated herein by reference.
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a)
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Adoption
and Amendment Agreement among the Registrant, VET, VIT, VOT, Virtus Fund Services and BNY Mellon filed via EDGAR (as Exhibit h.2.b)
with Pre-effective Amendment No. 4 (File No. 333-191940) to the Registration Statement on April 4, 2014, and incorporated herein
by reference.
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b)
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Amendment
to Sub-Transfer Agency and Shareholder Services Agreement among the Registrant, VET, VIT, VOT, Virtus Fund Services and BNY Mellon
effective August 19, 2014, filed via EDGAR (as Exhibit h.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.
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c)
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Amendment
to Sub-Transfer Agency and Shareholder Services Agreement among the Registrant, VET, VIT, VOT, Virtus Fund Services and BNY Mellon
effective November
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12, 2014,
filed via EDGAR (as Exhibit h.2.c) with Post-effective Amendment No. 9 (File No. 333-191940) to the Registration Statement on January
22, 2015, and incorporated herein by reference.
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d)
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Amendment
to Sub-Transfer Agency and Shareholder Services Agreement among the Registrant, VET, VIT, VOT, Virtus Fund Services and BNY Mellon
effective May 28, 2015, filed via EDGAR (as Exhibit h.2.d) with Post-effective Amendment No. 18 (File No. 333-191940) to the Registration
Statement on June 5, 2015, and incorporated herein by reference.
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e)
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Amendment
to Sub-Transfer Agency and Shareholder Services Agreement among the Registrant, VET, VIT, VOT, 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 the Registration
Statement of VRT (File No. 033-80057) on January 8, 2016, and incorporated herein by reference.
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3.
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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.
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a)
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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.
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b)
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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.
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c)
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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.
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d)
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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.
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4.
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Sub-Administration
and Accounting Services Agreement among VET, VIT, VOT, VRT, VP Distributors (since assigned to Virtus Fund Services) and BNY Mellon,
dated January 1, 2010, filed via EDGAR (as Exhibit h.5) with Post-effective Amendment No. 50 to the Registration Statement of
VIT (File No. 033-64915) on February 25, 2010 and incorporated herein by reference.
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a)
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First
Amendment to Sub-Administration and Accounting Services Agreement among VET, VIT, VOT, VRT, VP Distributors (since assigned to
Virtus Fund Services) and BNY Mellon, dated June 30, 2010, filed via EDGAR (as Exhibit h.13.) with Post-effective Amendment No.
52 to the Registration Statement of VIT (File No. 033-64915) on April 28, 2011, and incorporated herein by reference.
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b)
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Second
Amendment to Sub-Administration and Accounting Services Agreement among VET, VIT, VOT, VRT, VP Distributors (since assigned to
Virtus Fund Services) and BNY Mellon, dated September 14, 2010 filed via EDGAR (as Exhibit h.14.) with Post-effective Amendment
No. 52 to the Registration Statement of VIT (File No. 033-64915) on April 28, 2011 and incorporated herein by reference.
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c)
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Third
Amendment to Sub-Administration and Accounting Services Agreement among VET, VIT, VOT, VRT, VP Distributors (since assigned to
Virtus Fund Services) and BNY Mellon, dated March 15, 2011 filed via EDGAR (as Exhibit h.15.) with Post-effective Amendment No.
52 to the Registration Statement of VIT (File No. 033-64915) on April 28, 2011 and incorporated herein by reference.
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d)
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Fourth
Amendment to Sub-Administration and Accounting Services Agreement among VET, VIT, VOT, VRT, VP Distributors (since assigned to
Virtus Fund Services) and BNY Mellon, dated August 28, 2012, filed via EDGAR (as Exhibit h.4.d) with Post-effective Amendment
No. 56 to the Registration Statement of VIT (File No. 033-64915) on April 29, 2013 and incorporated herein by reference.
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e)
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Fifth
Amendment to Sub-Administration and Accounting Services Agreement among VET,
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VIT, VOT,
VP Distributors (since assigned to Virtus Fund Services) and BNY Mellon, dated December 18, 2012, filed via EDGAR (as Exhibit h.4.e)
with Post-effective Amendment No. 56 to the Registration Statement of VIT (File No. 033-64915) on April 29, 2013 and incorporated
herein by reference.
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f)
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Sixth
Amendment to Sub-Administration and Accounting Services Agreement among VET, VIT, VOT, Virtus Fund Services and BNY Mellon, dated
June 10, 2013, filed via EDGAR (as Exhibit h.4.f) with Post-effective Amendment No. 64 to the Registration Statement of VOT (File
No. 033-65137) on June 10, 2013, and incorporated herein by reference.
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g)
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Seventh
Amendment to Sub-Administration and Accounting Services Agreement among VET, VIT, VOT, Virtus Fund Services and BNY Mellon, dated
December 18, 2013, filed via EDGAR (as Exhibit h.4.g) with Post-effective Amendment No. 70 to the Registration Statement of VOT
(File No. 033-65137) on January 27, 2014, and incorporated herein by reference.
|
|
|
h)
|
Joinder
Agreement and Amendment to Sub-Administration and Accounting Services Agreement among the Registrant, VET, VIT, VOT, Virtus Variable
Insurance Trust (“VVIT”), 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 (File No. 333-191940) to the Registration Statement on March 28, 2014, and incorporated
herein by reference.
|
|
|
i)
|
Joinder
Agreement to Sub-Administration and Accounting Services Agreement among VET,VIT, VOT, VRT, VVIT, VAST, 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 the Registration
Statement of VRT (File No. 033-80057) on January 8, 2016, and incorporated herein by reference.
|
|
|
5.
|
*Fourth
Amended and Restated Expense Limitation Agreement between Registrant and VAIA, effective March 11, 2016, filed via EDGAR (as Exhibit
h.5) herewith.
|
|
|
6.
|
*Fee
Waiver Agreement between Registrant and VAIA, effective March 11, 2016, filed via EDGAR (as Exhibit h.6) herewith.
|
|
|
7.
|
Form
of Indemnification Agreement with each trustee of Registrant, effective as of December 5, 2013, filed via EDGAR (as Exhibit h.6)
with Post-effective Amendment No. 7 (File No. 333-191940) to the Registration Statement on November 19, 2014, and incorporated
herein by reference.
|
|
|
1.
|
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.
|
|
|
2.
|
*Opinion
of Counsel as to legality of shares dated October 25, 2016, filed via EDGAR (as Exhibit i.2) herewith.
|
|
|
3.
|
*Consent of
Sullivan & Worcester LLP filed via EDGAR (as Exhibit i.3) herewith.
|
|
|
1.
|
*Consent
of Independent Registered Public Accounting Firm filed via EDGAR (as Exhibit j.1) herewith.
|
|
|
1.
|
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.
|
|
|
a)
|
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.
|
|
|
b)
|
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.
|
|
|
c)
|
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.
|
|
|
d)
|
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.
|
|
|
2.
|
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.
|
|
|
a)
|
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.
|
|
|
b)
|
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
.
|
|
|
c)
|
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.
|
|
|
d)
|
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.
|
|
|
(n)
|
Amended
and Restated Plan Pursuant to Rule 18f-3 under the 1940 Act filed via EDGAR (as Exhibit n) with Post-effective Amendment No. 7
(File No. 333-191940) to the Registration Statement on November 19, 2014, and incorporated herein by reference.
|
|
|
1.
|
First
Amendment to Amended and Restated Plan Pursuant to Rule 18f-3 under the 1940 Act filed via EDGAR (as Exhibit n.1) with Post-effective
Amendment No. 16 (File No. 333-191940) to the Registration Statement on May 29, 2015, and incorporated herein by reference.
|
|
|
2.
|
Second
Amendment to Amended and Restated Plan Pursuant to Rule 18f-3 under the 1940 Act filed via EDGAR (as Exhibit n.2) with Post-effective
Amendment No. 18 (File No. 333-191940) to the Registration Statement on June 5, 2015, and incorporated herein by reference.
|
|
|
3.
|
Third
Amendment to Amended and Restated Plan Pursuant to Rule 18f-3 under the 1940 Act filed via EDGAR (as Exhibit n.3) with Post-effective
Amendment No. 22 (File No. 333-191940) to the Registration Statement on September 8, 2015, and incorporated herein by reference.
|
|
|
4.
|
Fourth
Amendment to Amended and Restated Plan Pursuant to Rule 18f-3 under the 1940 Act to be filed by amendment.
|
|
|
1.
|
Amended
and Restated Code of Ethics of the Virtus Funds effective August 2016, filed via EDGAR (as Exhibit p.1) with Post-effective Amendment
No. 88 to VOT’s Registration Statement (File No. 033-65137) on September 23, 2016, and incorporated herein by reference.
|
|
|
2.
|
Amended
and Restated Code of Ethics of VAIA, VP Distributors, Newfleet, Duff & Phelps and other Virtus Affiliates effective August
2016, filed via EDGAR (as Exhibit p.2) with Post-effective Amendment No. 88 to VOT’s Registration Statement (File No. 033-65137)
on September 23, 2016, and incorporated herein by reference.
|
|
|
3.
|
Code
of Ethics of subadviser AIA dated March 28, 2014, filed via EDGAR (as Exhibit p.14) with Post-Effective Amendment No. 18 (File
No. 333-191940) to the Registration Statement on June 5, 2015, and incorporated herein by reference.
|
|
|
(q)
|
Power
of Attorney for all Trustees, 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.
|
*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 of the Registrant’s Registration Statement filed on March 28, 2014. Indemnification
of Registrant’s Custodian is provided for in section 9.9 of the Custody Agreement incorporated herein by reference to Exhibit
g.1 of the Registration Statement filed on March 28, 2014. The indemnification of Registrant’s Transfer Agent is provided
for, in Article 6 of the Transfer Agency and Service Agreement incorporated herein by reference to Exhibit h.1 of the Registration
Statement filed on March 28, 2014. The Trust has entered into Indemnification Agreements with each trustee effective as of December
5, 2013, the form of which is incorporated by reference to Exhibit h.6 to Registration Statement filed on November 19, 2014, 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 Exhibit
a.1 of the Registration Statement filed on March 28, 2014, 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, 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 Exhibit b.1 of the Registrant’s Registration
Statement filed on March 28, 2014, 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, Foreign Custody Manager Agreement, Sub-Administration and Accounting Services Agreement
and Sub-Transfer Agency and Shareholder Services Agreement, 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 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
|
|
Newfleet
|
|
801-51559
|
Item 32. Principal
Underwriter
|
|
(a)
|
VP
Distributors, LLC serves as the principal underwriter for the following registrants: Virtus Alternative Solutions Trust, Virtus
Equity Trust, Virtus Opportunities Trust, Virtus Retirement Trust and Virtus Variable Insurance Trust.
|
|
|
(b)
|
Directors
and executive officers of VP Distributors, 100 Pearl Street, 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
|
|
Assistant Secretary
|
|
|
|
|
|
|
|
Nancy J. Engberg
|
|
Vice President and Assistant Secretary
|
|
Vice President and Chief Compliance Officer
|
|
|
|
|
|
|
|
David Hanley
|
|
Vice President and Treasurer
|
|
None
|
|
|
|
|
|
|
|
Barry Mandinach
|
|
President
|
|
None
|
|
|
|
|
|
|
|
David C. Martin
|
|
Vice President and Chief Compliance Officer
|
|
None
|
|
|
|
|
|
|
|
Francis G. Waltman
|
|
Executive Vice President
|
|
Executive Vice President
|
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 Investment
Company Act of 1940 and the Rules promulgated thereunder include:
|
Secretary of the Trust:
|
|
Principal Underwriter:
|
|
Jennifer Fromm, Esq.
100 Pearl Street
Hartford, CT 06103
|
|
VP Distributors, LLC.
100 Pearl Street
Hartford, CT 06103
|
|
|
|
|
|
Administrator and Transfer Agent:
|
|
Custodian:
|
|
Virtus Fund Services, LLC
100 Pearl Street
Hartford, CT 06103
|
|
The Bank of New York Mellon
One Wall 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.
100 Pearl Street
Hartford, CT 06103
|
|
|
|
|
|
Subadviser to Strategic Income Fund and Credit Opportunities Fund:
|
|
Subadviser to Select MLP and Energy Fund:
|
|
Newfleet Asset Management, LLC
100 Pearl Street
Hartford, CT 06103
|
|
Duff & Phelps Investment Management
Co.
200 South Wacker Drive, Suite 500
Chicago, IL 60606
|
|
|
|
|
|
Subadviser to Multi-Strategy Target Return Fund:
|
|
Participating Affiliate of Subadviser to 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
|
Item 34. Management
Services
Not applicable.
Item 35.
Undertakings
Not applicable.
PART C – OTHER INFORMATION
Exhibit List
|
e.2.a
|
|
Amended Annex A to Form of Sales Agreement between VP Distributors and dealers
|
|
h.5
|
|
Fourth Amended and Restated Expense Limitation
|
|
h.6
|
|
Fee Waiver Agreement
|
|
i.2
|
|
Opinion of Counsel as to legality of shares dated October 25, 2016
|
|
i.3
|
|
Consent of Sullivan & Worcester LLP
|
|
j.1
|
|
Consent of Independent Registered Public Accounting
|
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 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 1
st
day of November, 2016.
|
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 registration statement has been signed below by the following persons in the capacities indicated on the 1
st
day of November, 2016.
|
Signature
|
|
Title
|
|
|
|
|
|
/s/
George R. Aylward
|
|
|
|
George R. Aylward
|
|
Trustee and President (principal executive officer)
|
|
|
|
|
|
/s/
W. Patrick Bradley
|
|
|
|
W. Patrick Bradley
|
|
Chief Financial Officer and Treasurer
(principal financial and accounting officer)
|
|
|
|
|
|
/s/
Thomas J. Brown
|
|
|
|
Thomas J. Brown*
|
|
Trustee
|
|
|
|
|
|
/s/
Donald C. Burke
|
|
|
|
Donald C. Burke*
|
|
Trustee
|
|
|
|
|
|
/s/
Roger A. Gelfenbien
|
|
|
|
Roger A. Gelfenbien*
|
|
Trustee
|
|
|
|
|
|
/s/
John R. Mallin
|
|
|
|
John R. Mallin*
|
|
Trustee
|
|
|
|
|
|
/s/
Hassell H. McClellan
|
|
|
|
Hassell H. McClellan*
|
|
Trustee
|
|
|
|
|
|
/s/
Philip R. McLoughlin
|
|
|
|
Philip R. McLoughlin*
|
|
Trustee and Chairman
|
|
|
|
|
|
/s/
Geraldine M. McNamara
|
|
|
|
Geraldine M. McNamara*
|
|
Trustee
|
|
|
|
|
|
/s/
James M. Oates
|
|
|
|
James M. Oates*
|
|
Trustee
|
|
|
|
|
|
/s/
Richard E. Segerson
|
|
|
|
Richard E. Segerson*
|
|
Trustee
|
|
|
|
|
|
/s/
Ferdinand L.J. Verdonck
|
|
|
|
Ferdinand L.J. Verdonck*
|
|
Trustee
|
|
*By:
|
/s/ George R. Aylward
|
|
|
*George R. Aylward, Attorney-in-Fact, pursuant to a power of attorney
|
VATS Offshore Fund, Ltd. has duly caused this 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 1
st
day of November, 2016.
|
VATS OFFSHORE FUND, LTD.
|
|
|
|
|
By:
|
/s/ George R. Aylward
|
|
|
George R. Aylward
|
|
|
President
|
Pursuant to the requirements of the Securities Act of 1933,
as amended, this registration statement has been signed below by the following persons in the capacities indicated on the 1
st
day of November, 2016.
|
Signature
|
|
Title
|
|
|
|
|
|
/s/ George R. Aylward
|
|
|
|
George R. Aylward
|
|
President (principal executive officer)
|
|
|
|
|
|
/s/ Francis G. Waltman
|
|
|
|
Francis G. Waltman
|
|
Sole Director
|
|
|
|
|
|
/s/
W. Patrick Bradley
|
|
|
|
W. Patrick Bradley
|
|
Chief Financial Officer and Treasurer
(principal financial and accounting officer)
|
Exhibit e.2.a
|
100 Pearl Street
Hartford, CT 06103
|
800.248.7971
|
VIRTUS.COM
|
|
|
Virtus Mutual Funds Sales Agreement
Amended Annex A November 2016
VP Distributors, LLC
|
Virtus Mutual Funds and Available Share Classes
|
ALTERNATIVES
|
|
|
|
FIXED INCOME
|
|
|
|
Virtus Alternatives Diversifier Fund
|
|
A C I
|
|
Virtus Bond Fund
|
|
A C I R6
|
|
Virtus Essential Resources Fund
|
|
A C I
|
|
Virtus CA Tax-Exempt Bond Fund
|
|
A I
|
|
Virtus Global Infrastructure Fund
|
|
A C I
|
|
Virtus Credit Opportunities Fund
|
|
A C I R6
|
|
Virtus Global Real Estate Securities Fund
|
|
A C I R6
|
|
Virtus Emerging Markets Debt Fund
|
|
A C I
|
|
Virtus Herzfeld Fund
|
|
A C I
|
|
Virtus High Yield Fund
|
|
A C I R6
|
|
Virtus International Real Estate Securities Fund
|
|
A C I
|
|
Virtus Low Duration Income Fund
|
|
A C I
|
|
Virtus Multi-Strategy Target Return Fund
|
|
A C I R6
|
|
Virtus Multi-Sector Intermediate Bond Fund
|
|
A C I R6
|
|
Virtus Real Estate Securities Fund
|
|
A C I R6
|
|
Virtus Multi-Sector Short Term Bond Fund
|
|
A C I R6 T
|
|
Virtus Select MLP and Energy Fund
|
|
A C I
|
|
Virtus Senior Floating Rate Fund
|
|
A C I R6
|
|
|
|
|
|
Virtus Strategic Income Fund
|
|
A C I
|
|
ASSET ALLOCATION
|
|
|
|
Virtus Tax-Exempt Bond Fund
|
|
A C I
|
|
Virtus Multi-Asset Trend Fund
|
|
A C I
|
|
|
|
|
|
Virtus Strategic Allocation Fund
|
|
A C
|
|
INTERNATIONAL/GLOBAL
|
|
|
|
Virtus Tactical Allocation Fund
|
|
A C
|
|
Virtus Emerging Markets Equity Income Fund
|
|
A C I
|
|
|
|
|
|
Virtus Emerging Market Opportunities Fund
|
|
A C I R6
|
|
EQUITY
|
|
|
|
Virtus Emerging Markets Small-Cap Fund
|
|
A C I
|
|
Virtus Contrarian Value Fund
|
|
A C I R6
|
|
Virtus Foreign Opportunities Fund
|
|
A C I R6
|
|
Virtus Equity Trend Fund
|
|
A C I R6
|
|
Virtus Global Equity Trend Fund
|
|
A C I
|
|
Virtus Enhanced Core Equity Fund
|
|
A C I
|
|
Virtus Global Opportunities Fund
|
|
A C I
|
|
Virtus Low Volatility Equity Fund
|
|
A C I
|
|
Virtus Greater European Opportunities Fund
|
|
A C I
|
|
Virtus Mid-Cap Core Fund
|
|
A C I
|
|
Virtus International Equity Fund
|
|
A C I
|
|
Virtus Mid-Cap Growth Fund
|
|
A C I
|
|
Virtus International Small-Cap Fund
|
|
A C I R6
|
|
Virtus Quality Large-Cap Value Fund
|
|
A C I
|
|
Virtus International Wealth Masters Fund
|
|
A C I
|
|
Virtus Quality Small-Cap Fund
|
|
A C I R6
|
|
|
|
|
|
Virtus Sector Trend Fund
|
|
A C I
|
|
TARGET DATE RETIREMENT INCOME
|
|
|
|
Virtus Small-Cap Core Fund
|
|
A C I R6
|
|
Virtus DFA 2015 Target Date Retirement Income Fund
|
|
A I R6
|
|
Virtus Small-Cap Sustainable Growth Fund
|
|
A C I
|
|
Virtus DFA 2020 Target Date Retirement Income Fund
|
|
A I R6
|
|
Virtus Strategic Growth Fund
|
|
A C I
|
|
Virtus DFA 2025 Target Date Retirement Income Fund
|
|
A I R6
|
|
Virtus Wealth Masters Fund
|
|
A C I
|
|
Virtus DFA 2030 Target Date Retirement Income Fund
|
|
A I R6
|
|
|
|
|
|
Virtus DFA 2035 Target Date Retirement Income Fund
|
|
A I R6
|
|
|
|
|
|
Virtus DFA 2040 Target Date Retirement Income Fund
|
|
A I R6
|
|
|
|
|
|
Virtus DFA 2045 Target Date Retirement Income Fund
|
|
A I R6
|
|
|
|
|
|
Virtus DFA 2050 Target Date Retirement Income Fund
|
|
A I R6
|
|
|
|
|
|
Virtus DFA 2055 Target Date Retirement Income Fund
|
|
A I R6
|
|
|
|
|
|
Virtus DFA 2060 Target Date Retirement Income Fund
|
|
A I R6
|
VP
Distributors, LLC 100 Pearl Street, Hartford, CT 06103
|
Marketing: (800) 243-4361
|
Customer Service: (800) 243-1574
|
www.Virtus.com
|
Applicable waivers of Class A sales charges
and Class B and C contingent deferred sales charges are described in the prospectus.
|
|
|
Equity, Asset Allocation,
|
|
|
Bond, Credit Opportunities,
|
|
|
|
|
International/Global, Alternative
and
|
|
|
Emerging Market Debt, High
Yield, Multi-Sector
|
|
|
|
|
Target Date Retirement Income
Funds:
|
|
|
Intermediate Bond and Strategic
Income Funds:
|
|
|
|
|
|
|
|
|
|
|
Amount of
|
|
|
|
|
Dealer Discount
|
|
|
|
|
|
Dealer Discount
|
|
|
Transaction
|
|
Sales Charge
|
|
|
or Agency Fee
|
|
|
Sales Charge
|
|
|
or Agency Fee
|
|
|
Plus Applicable Rights
|
|
As Percentage of
|
|
|
As Percentage of
|
|
|
As Percentage of
|
|
|
As Percentage of
|
|
|
of Accumulation:
|
|
Offering Price
|
|
|
Offering Price
|
|
|
Offering Price
|
|
|
Offering Price
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than $50,000
|
|
|
5.75
|
%
|
|
|
5.00
|
%
|
|
|
3.75
|
%
|
|
|
3.25
|
%
|
|
$50,000 but under $100,000
|
|
|
4.75
|
|
|
|
4.25
|
|
|
|
3.50
|
|
|
|
3.00
|
|
|
$100,000 but under $250,000
|
|
|
3.75
|
|
|
|
3.25
|
|
|
|
3.25
|
|
|
|
2.75
|
|
|
$250,000 but under $500,000
|
|
|
2.75
|
|
|
|
2.25
|
|
|
|
2.25
|
|
|
|
2.00
|
|
|
$500,000 but under $1,000,000
|
|
|
2.00
|
|
|
|
1.75
|
|
|
|
1.75
|
|
|
|
1.50
|
|
|
$1,000,000 or more
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
|
|
|
Tax-Exempt Bond, CA Tax-Exempt
Bond,
|
|
|
Multi-Sector Short Term
Bond
|
|
|
|
|
and Senior Floating Rate
Funds:
|
|
|
and Low Duration Income
Funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of
|
|
|
|
|
Dealer Discount
|
|
|
|
|
|
Dealer Discount
|
|
|
Transaction
|
|
Sales Charge
|
|
|
or Agency Fee
|
|
|
Sales Charge
|
|
|
or Agency Fee
|
|
|
Plus Applicable Rights
|
|
As Percentage of
|
|
|
As Percentage of
|
|
|
As Percentage of
|
|
|
As Percentage of
|
|
|
of Accumulation:
|
|
Offering Price
|
|
|
Offering Price
|
|
|
Offering Price
|
|
|
Offering Price
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than $50,000
|
|
|
2.75
|
%
|
|
|
2.25
|
%
|
|
|
2.25
|
%
|
|
|
2.00
|
%
|
|
$50,000 but under $100,000
|
|
|
2.25
|
|
|
|
2.00
|
|
|
|
1.25
|
|
|
|
1.00
|
|
|
$100,000 but under $250,000
|
|
|
1.75
|
|
|
|
1.50
|
|
|
|
1.00
|
|
|
|
1.00
|
|
|
$250,000 but under $500,000
|
|
|
1.25
|
|
|
|
1.00
|
|
|
|
1.00
|
|
|
|
1.00
|
|
|
$500,000 but under $1,000,000
|
|
|
1.00
|
|
|
|
1.00
|
|
|
|
0.75
|
|
|
|
0.75
|
|
|
$1,000,000 or more
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
Service Fee: 0.25%
For providing shareholder services
such as responding to shareholder inquiries; processing redemptions; changing dividend options, account designations, and addresses;
transmitting proxy statements, annual reports, prospectuses and other correspondence from the Funds to shareholders; and providing
such other information and assistance to shareholders as may be reasonably requested by such shareholders, VPD intends to pay a
quarterly 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 Sector Trend and
Fixed Income Funds:
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 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 Equity, Asset Allocation,
International/Global, Alternative and Target Date Retirement Income Funds Class A Shares: (excluding 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.
As of December 1, 2009, Class B shares of the Virtus Mutual
Funds are no longer available for purchase by new or existing shareholders, except for the reinvestment of dividends or capital
gains distributions into existing Class B share accounts, and for exchanges from existing Class B share accounts to other Virtus
Mutual Funds with Class B shares.
|
|
|
CDSC (Except Virtus
|
|
|
CDSC
|
|
|
|
|
Multi-Sector Short Term Bond Fund)
|
|
|
Virtus Multi-Sector
|
|
|
|
|
|
|
|
Short Term Bond Fund
|
|
|
|
|
|
|
|
|
|
|
Years since
|
|
Contingent Deferred
|
|
|
Contingent Deferred
|
|
|
Each Purchase:
|
|
Sales Charge:
|
|
|
Sales Charge:
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
5.0
|
%
|
|
|
2.0
|
%
|
|
Second
|
|
|
4.0
|
|
|
|
1.5
|
|
|
Third
|
|
|
3.0
|
|
|
|
1.0
|
|
|
Fourth
|
|
|
2.0
|
|
|
|
0.0
|
|
|
Fifth
|
|
|
2.0
|
|
|
|
0.0
|
|
|
Sixth
|
|
|
0.0
|
|
|
|
0.0
|
|
Dealers maintaining omnibus accounts, upon redemption of a customer
account within the time frames specified above, shall charge such customer account the appropriate contingent deferred sales charge
as indicated and shall forward the proceeds to VPD.
Service Fee: 0.25%
For providing shareholder services
such as responding to shareholder inquiries; processing redemptions; changing dividend options, account designations, and addresses;
transmitting proxy statements, annual reports, prospectuses and other correspondence from the Funds to shareholders; and providing
such other information and assistance to shareholders as may be reasonably requested by such shareholders, VPD intends to pay a
quarterly fee to qualifying dealers at the equivalent of 0.25% annually, based on the average daily net asset value of Class B
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 Class B 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.
|
Sales Commission:
|
1%
for all Class C Funds
except
Virtus Multi-Sector Short Term Bond Fund
|
|
|
0%
for Virtus Multi-Sector Short Term Bond Fund
|
|
|
When original purchases of the Multi-Sector Short Term Bond Fund Class C are exchanged to other Class C or T shares, the dealer will receive a 1% sales commissions.
|
CDSC: 1%
for all Class C Funds, except Virtus 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 Class C shares is 1% for one year from each purchase.
Distribution Fee: 0.25% - 0.75%
VPD intends to pay a
quarterly fee to qualifying dealers at the equivalent of 0.25% annually for Virtus 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 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
such as responding to shareholder inquiries; processing redemptions; changing dividend options, account designations, and addresses;
transmitting proxy statements, annual reports, prospectuses and other correspondence from the Funds to shareholders; and providing
such other information and assistance to shareholders as may be reasonably requested by such shareholders, VPD intends to pay a
quarterly 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 Multi-Sector Short Term Bond Fund. See the last page of this Annex A for Terms and Conditions for Service and
Distribution Fees.
There is no dealer compensation payable on Class I shares.
R6 Shares are available only to certain employer-sponsored retirement
plans, including Section 401(k), 403(b) and 457, profit-sharing, 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. 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. 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.
|
Class T Shares –
Virtus 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
such as responding to shareholder inquiries; processing redemptions; changing dividend options, account designations, and addresses;
transmitting proxy statements, annual reports, prospectuses and other correspondence from the Funds to shareholders; and providing
such other information and assistance to shareholders as may be reasonably requested by such shareholders, VPD intends to pay a
quarterly fee to qualifying dealers at the equivalent of 0.25% annually, based on the average daily net asset value of Class T
shares sold by such dealers and remaining on the Funds’ books during the period in which the fee is calculated. The Class
T Service Fee is paid beginning in the 13
th
month following each purchase. See below 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 T shares sold
by such dealers and remaining on the Funds’ books during the period in which the fee is calculated. The Class T Distribution
Fee is paid beginning in the 13
th
month following each purchase. See below for Terms and Conditions for Service and
Distribution Fees.
|
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 (November 2016 rev.)
Exhibit h.5
FOURTH AMENDED AND RESTATED
EXPENSE LIMITATION AGREEMENT
VIRTUS ALTERNATIVE SOLUTIONS TRUST
This Fourth Amended
and Restated Expense Limitation Agreement (the “Agreement”), effective as of March 11, 2016, amends and restates that
certain Third Amended and Restated Expense Limitation Agreement effective as of September 8, 2015, by and between Virtus Alternative
Solutions Trust, a Delaware statutory trust (the “Registrant”), on behalf of each series of the Registrant listed in
Appendix A (each a “Fund” and collectively, the “Funds”), and the Adviser of each of the Funds, Virtus
Alternative Investment Advisers, Inc. (the “Adviser”).
WHEREAS, the Adviser
renders advice and services to the Funds pursuant to the terms and provisions of one or more Investment Advisory Agreements entered
into between the Registrant and the Adviser (the “Advisory Agreement”);
WHEREAS, the Adviser
desires to maintain the expenses of each Fund at a level below the level to which each such Fund might otherwise be subject; and
WHEREAS, the Adviser
understands and intends that the Registrant will rely on this Agreement in accruing the expenses of the Registrant for purposes
of calculating net asset value and for other purposes, and expressly permits the Registrant to do so.
NOW, THEREFORE, the
parties hereto agree as follows:
|
|
1.
|
Limit on Fund Expenses
. The Adviser has agreed to limit the respective rate of Total Fund
Operating Expenses (“Expense Limit”) for each Fund as specified in Appendix A of this Agreement, for the time period
indicated.
|
|
|
2.
|
Definition of “Total Fund Operating Expenses”
. For purposes of this Agreement,
the term “Total Fund Operating Expenses” with respect to a Fund is defined to include all expenses necessary or appropriate
for the operation of the Fund including the Adviser’s investment advisory or management fee under the Advisory Agreement
and other expenses described in the Advisory Agreement that the Fund is responsible for and have not been assumed by the Adviser,
but excludes front-end or contingent deferred loads, taxes, interest, brokerage commissions, expenses incurred in connection with
any merger or reorganization, extraordinary expenses (such as litigation), acquired fund fees and expenses, dividend expenses,
and leverage expenses, if any.
|
|
|
3.
|
Recoupment and Recapture of Fees and Expenses
. Each Fund has agreed to reimburse the Adviser
and/or certain of its affiliates (collectively, “Virtus”) out of assets belonging to the relevant class of the Fund
for any Total Fund Operating Expenses of the relevant class of the Fund in excess of the Expense Limit paid, waived or assumed
by Virtus for that Fund, provided that Virtus would not be entitled to reimbursement for any amount that would cause the applicable
Expense Limit to be exceeded or, if the Expense Limit has been removed, then the previous Expense Limit, at the time that the reimbursement
would be made, and provided further that no amount would be reimbursed by the Fund more than three years after the fiscal year
in which it was incurred or waived by Virtus.
|
|
|
4.
|
Term, Termination and Modification
. This Agreement is effective for the time period indicated
on Appendix A, unless sooner terminated as provided below in this Paragraph. Subsequent to the initial term indicated on Appendix
A, the amount of the Expense Limit and term applicable to each Fund shall be as disclosed in the then current prospectus of that
Fund. This Agreement shall remain in effect with respect to each Fund (if any) subject to a Voluntary Expense Limitation until
such time as specified in a notice of its termination provided by one party to the other party. This Agreement also may be terminated
by the Registrant on behalf of any one or more of the Funds at any time without payment of any penalty or by the Board of Trustees
of the Registrant upon thirty (30) days’ written notice to the Adviser. In addition, this Agreement shall terminate with
respect to a Fund upon termination of the Advisory Agreement with respect to such Fund.
|
|
|
5.
|
Assignment
. This Agreement and all rights and obligations hereunder may not be assigned
without the written consent of the other party.
|
|
|
6.
|
Severability
. If any provision of this Agreement shall be held or made invalid by a court
decision, statute or rule, or shall otherwise be rendered invalid, the remainder of this Agreement shall not be affected thereby.
|
|
|
7.
|
Captions
. The captions in this Agreement are included for convenience of reference only
and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.
|
|
|
8.
|
Governing Law
. This Agreement shall be governed by, and construed in accordance with, the
laws of Delaware without giving effect to the conflict of laws principles thereof; provided that nothing herein shall be construed
to preempt, or to be inconsistent with, any federal securities law, regulation or rule, including the Investment Company Act of
1940, as amended, and the Investment Advisers Act of 1940, as amended, and any rules and regulations promulgated thereunder.
|
|
|
9.
|
Computation
. If the fiscal year-to-date Total Fund Operating Expenses of a Fund at the end
of any month during which this Agreement is in effect exceed the Expense Limit for that Fund (the “Excess Amount”),
the Adviser shall (at its option) waive or reduce its fee under the Advisory Agreement and/or remit to that Fund an amount that
is sufficient to pay the Excess Amount computed on the last day of the month.
|
|
|
10.
|
Liability
. Virtus agrees that it shall look only to the assets of the relevant class of
each respective relevant Fund for performance of this Agreement and for payment of any claim Virtus may have hereunder, and neither
any other Fund (including the other series of the Registrant) or class of the Fund, nor any of the Registrant’s trustees,
officers, employees, agents or shareholders, whether past, present or future, shall be personally liable therefor.
|
IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed by their duly authorized officers.
VIRTUS ALTERNATIVE SOLUTIONS
TRUST
|
|
By:
|
/s/ W. Patrick Bradley
|
|
|
Name: W. Patrick Bradley
|
|
|
Title: Senior Vice President, Chief Financial Officer and Treasurer
|
VIRTUS ALTERNATIVE INVESTMENT
ADVISERS, INC.
|
|
By:
|
/s/ Francis G. Waltman
|
|
|
Name: Francis G. Waltman
|
|
|
Title: Executive Vice President
|
APPENDIX A
Contractual Expense Limitations
|
|
|
|
|
|
|
|
|
Term
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class
A
|
|
|
Class
C
|
|
|
Class
I
|
|
|
Class
R6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Virtus Alternative Income Solution Fund
|
|
|
2.45
|
%
|
|
|
3.20
|
%
|
|
|
2.20
|
%
|
|
|
N/A
|
|
|
|
Through March 1, 2017
|
|
|
Virtus Alternative Inflation Solution Fund
|
|
|
2.40
|
%
|
|
|
3.15
|
%
|
|
|
2.15
|
%
|
|
|
N/A
|
|
|
|
Through March 1, 2017
|
|
|
Virtus Alternative Total Solution Fund
|
|
|
2.60
|
%
|
|
|
3.35
|
%
|
|
|
2.35
|
%
|
|
|
2.34
|
%
|
|
|
Through March 1, 2017
|
|
|
Virtus Credit Opportunities Fund
|
|
|
1.35
|
%
|
|
|
2.10
|
%
|
|
|
1.10
|
%
|
|
|
1.04
|
%
|
|
|
Through March 1, 2017
|
|
|
Virtus Multi-Strategy Target Return Fund
|
|
|
1.69
|
%
|
|
|
2.44
|
%
|
|
|
1.44
|
%
|
|
|
N/A
|
|
|
|
Through March 1, 2017
|
|
|
Virtus Select MLP and Energy Fund
|
|
|
1.55
|
%
|
|
|
2.30
|
%
|
|
|
1.30
|
%
|
|
|
N/A
|
|
|
|
Through March 1, 2017
|
|
|
Virtus Strategic Income Fund
|
|
|
1.40
|
%
|
|
|
2.15
|
%
|
|
|
1.15
|
%
|
|
|
N/A
|
|
|
|
Through March 1, 2017
|
|
Exhibit h.6
FEE WAIVER AGREEMENT
VIRTUS MULTI-STRATEGY TARGET RETURN FUND
This Fee Waiver Agreement (the “Agreement”)
is effective as of March 11, 2016, by and between Virtus Alternative Solutions Trust, a Delaware statutory trust (the “Registrant”),
on behalf of Virtus Multi-Strategy Target Return Fund (the “Fund”), and the Adviser of the Fund, Virtus Alternative
Investment Advisers, Inc., a Connecticut corporation (the “Adviser”).
WHEREAS, the Adviser renders advice and
services to the Fund pursuant to the terms and provisions of the Investment Advisory Agreement, as may be amended from time to
time, entered into between the Registrant and the Adviser (the “Advisory Agreement”); and
WHEREAS, the Adviser desires to maintain
the expenses of the Fund at a level below the level to which such Fund might otherwise be subject; and
WHEREAS, the Adviser understands and intends
that the Registrant will rely on this Agreement in preparing post-effective amendments to the Registrant’s registration statement
on Form N-1A and in accruing the expenses of the Registrant for purposes of calculating net asset value and for other purposes,
and expressly permits the Registrant to do so;
NOW, THEREFORE, the parties hereto agree
as follows:
1. Fee Waiver. The
Adviser hereby agrees to waive the Fund’s advisory fee at the specified rate (“Fee Waiver”) as noted for the
Fund in Appendix A of this Agreement for the time period indicated.
2.
Recoupment
of Fees and Expenses. The Adviser agrees that it shall not be entitled to be reimbursed by the Fund for any expenses that it has
waived or limited.
3.
Term,
Termination and Modification. This Agreement is effective on the date specified herein and shall remain in effect, unless sooner
terminated as provided below in this Paragraph. After the initial term stated in Attachment A, this Agreement shall automatically
renew for the term and conditions stated in the then current prospectus unless the Adviser provides written notice to the Fund
of the termination of this Agreement, or the modification of the Fee Waiver specified for the Fund in Appendix A of this Agreement,
within 30 days of the end of the then current term. This Agreement may be terminated by the Registrant on behalf of the Fund at
any time without payment of any penalty or by the Board of Trustees of the Registrant upon thirty (30) days’ written notice
to the Adviser. In addition, this Agreement shall terminate with respect to the Fund upon termination of the Advisory Agreement
with respect to such Fund.
4.
Assignment.
This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.
5.
Severability.
If any provision of this Agreement shall be held or made invalid by a court decision, statute or rule, or shall otherwise be rendered
invalid, the remainder of this Agreement shall not be affected thereby.
6.
Captions.
The captions in this Agreement are included for convenience of reference only and in
no way define or limit any of the provisions
hereof or otherwise affect their construction or effect.
7.
Governing
Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without giving effect
to the conflict of laws principles thereof; provided that nothing herein shall be construed to preempt, or to be inconsistent with,
any federal securities law, regulation or rule, including the Investment Company Act of 1940, as amended, and the Investment Advisers
Act of 1940, as amended, and any rules and regulations promulgated thereunder.
8.
Computation.
At the end of any month during which this Agreement is in effect, the Adviser shall waive its fee under the Advisory Agreement
in an amount that is equal to the fee waiver as computed on the last day of the month, based on the average net assets for the
period.
IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be duly executed and attested by their duly authorized officers.
|
VIRTUS ALTERNATIVE SOLUTIONS TRUST
|
|
VIRTUS ALTERNATIVE INVESTMENT
|
|
ADVISERS, INC.
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ W. Patrick Bradley
|
|
By:
|
/s/ Francis G. Waltman
|
APPENDIX A
|
Fee
Waiver
|
|
Term
|
|
|
|
|
|
0.05%
|
|
March 11, 2016 through March 1, 2017
|
Exhibit i.2
|
100 Pearl Street
Hartford, CT 06103
|
800.248.7971
|
VIRTUS.COM
|
October 25, 2016
U.S. Securities and Exchange
Commission
100 F Street, NE
Washington, DC 20549
|
|
Re:
|
Virtus
Alternative Solutions Trust (the “Trust”)
|
Post-Effective Amendment No. 26
to Registration Statement 333-191940
Ladies and Gentlemen:
This opinion is furnished in connection
with the registration under the Securities Act of 1933, as amended, of shares (the “Shares”) of the above-referenced
Trust. In rendering this opinion, I have examined such documents, records and matters of law as deemed necessary for purposes of
this opinion. I have assumed the genuineness of all signatures of all parties, the authenticity of all documents submitted as originals,
the correctness of all copies and the correctness of all written or oral statements made to me.
Based upon and subject to the foregoing,
it is my opinion that the Shares that will be issued by the Trust when sold will be legally issued, fully paid and non-assessable.
My opinion is rendered solely in connection
with the Registration Statement on Form N-1A under which the Shares will be registered and may not be relied upon for any other
purpose without my written consent. I hereby consent to the use of this opinion as an exhibit to such Registration Statement.
Very truly yours,
|
/s/ Jennifer Fromm
|
|
|
Jennifer Fromm
|
|
|
Vice President, Chief Legal Officer, Counsel and Secretary
|
|
Virtus Alternative Solutions
Trust
Securities distributed by
VP Distributors,
LLC
Exhibit i.3
CONSENT OF SULLIVAN & WORCESTER LLP
We hereby consent to the use of our name and any reference to our
firm in the Statement of Additional Information of Virtus Alternative Solutions Trust (the “Trust”), included as part
of Post-Effective Amendment No. 24 and incorporated by reference into Post-Effective Amendment No. 26 to the Trust’s Registration
Statement on Form N-1A (File No. 333-191940). In giving such consent, we do not thereby admit that we come within the category
of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of
the Securities and Exchange Commission thereunder.
/s/ Sullivan & Worcester LLP
Sullivan & Worcester LLP
Washington, DC
October 31, 2016
Exhibit j.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation
by reference in this amendment to the Registration Statement on Form N-1A of our reports dated December 22, 2015, relating
to the financial statements and financial highlights which appear in the October 31, 2015 Annual Reports to Shareholders of Virtus
Alternative Solutions Trust, which are also incorporated by reference into the amendment to the Registration Statement. We
also consent to the references to us under the headings “Glossary”, “Non-Public Portfolio Holdings Information”,
"Independent Registered Public Accounting Firm", "Financial Statements" and “Financial Highlights”
in such Registration Statement.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
November 1, 2016