VIRTUS ALTERNATIVE SOLUTIONS TRUST (Form: 485APOS, Received: 02/07/2017 13:02:36)

As filed with the Securities and Exchange Commission on February 7, 2017

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. 28	x

and/or

REGISTRATION STATEMENT


	Under the INVESTMENT COMPANY ACT OF 1940	¨

	Amendment No. 33	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.

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):

¨ immediately upon filing pursuant to paragraph (b)

¨ on [date] pursuant to paragraph (b) of Rule 485

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

¨ on [date] 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 [date] 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

Supplement dated [April xx, 2017] to the Virtus Alternative Solutions Trust prospectus dated February 28, 2017, which contains disclosure required to add Class T Shares to the Virtus Multi-Strategy Target Return Fund

Supplement dated [April xx, 2017] to the Virtus Alternative Solutions Trust Statement of Additional Information (“SAI”) dated February 28, 2017, which contains disclosure required to add Class T Shares to the Virtus Multi-Strategy Target Return Fund

Part C

Signature Page

This Post-Effective Amendment is being filed for the sole purpose of completing the registration of Class T Shares of the Virtus Multi-Strategy Target Return Fund by inserting disclosure into the prospectuses and SAI necessary and appropriate to add Class T 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. 28 is being filed for the sole purpose of completing the registration of Class T Shares of the Virtus Multi-Strategy Target Return Fund.

Virtus Multi-Strategy Target Return Fund,

a series of Virtus Alternative Solutions Trust

Supplement dated [April xx, 2017] to the Summary and

Statutory Prospectuses dated February xx, 2017

Important Notice to Investors

Effective [April xx], 2017, Virtus Multi-Strategy Target Return Fund began offering Class T Shares, in addition to the share classes already offered by the fund. Effective April 10, 2017, additional scheduled variations in, and eliminations of, Class A and Class C sales charges for specific intermediaries have been added. Accordingly, the fund’s prospectuses are hereby amended to add the following disclosure.

The table listing the fund’s share classes on the front cover of the statutory prospectus is replaced with the following:

	TICKER SYMBOL BY CLASS
FUND	A	C	I	R6	T
Virtus Multi-Strategy Target Return Fund	VMSAX	VCMSX	VMSIX	VMSRX	[tbd]

The introduction to the “Fees and Expenses” section in the fund’s summary prospectus and the summary section of the statutory prospectus is hereby replaced in its entirety with the following:

The tables below illustrate all fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts in Class A Shares if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Funds. You may qualify for sales charge discounts in Class T Shares if you invest at least $250,000 in the fund. More information on these and other discounts is available: (i) from your financial advisor or other financial intermediary; (ii) under “Sales Charges” on page [xx] of the fund’s prospectus; (iii) with respect to purchase of shares through specific intermediaries, in Appendix A to the fund’s prospectus, entitled “Intermediary Sales Charge Discounts and Waivers;” and (iv) under “Alternative Purchase Arrangements” on page [xx] of the fund’s statement of additional information.

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 T column as shown below:

Shareholder Fees (fees paid directly from your investment)	Class T
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)		[2.50]	%
Maximum Deferred Sales Charge (load) (as a percentage of the lesser of purchase price or redemption proceeds)		None

Annual Fund Operating Expenses (expenses that you pay each year as a *percentage of the value of your investment)*	Class T
Management Fees		1.30	%
Distribution and Shareholder Servicing (12b-1) Fees		0.25	%
Other Expenses ^(b)		[ ]	%
Acquired Fund Fees and Expenses		[ ]	%
Total Annual Fund Operating Expenses ^(c)		[ ]	%
Less: Fee Waiver and/or Expense Reimbursement ^(d)		[ ]	%
Total Annual Fund Operating Expenses After Expense Reimbursement ^(c)(d)		[ ]	%

(b) Estimated for current fiscal year, as annualized.

(c) 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.

(d) 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, 2018].The fund’s investment adviser also has contractually agreed to limit the fund’s total operating expenses (excluding dividend and interest expenses, leverage expenses, taxes, brokerage commissions, extraordinary expenses and acquired fund fees and expenses, if any) 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, 1.40% for Class R6 Shares 1.69% for Class T Shares through [March 1, 2018]. 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 time such reimbursement occurred.

The Example table is hereby revised to add the Class T row as shown below:

Share Status

1 Year

3 Years

5 Years

10 Years

Class T

Sold or Held

[ ]

The disclosure under “Purchase and Sale of Fund Shares” in the fund’s summary prospectus and summary section of the statutory prospectus is hereby revised to indicate that the minimum initial and minimum additional investment amounts applicable currently to Class A and Class C Shares are also applicable to Class T Shares.

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.

		Class A				Class C				Class I				Class R6				Class T				Through Date
Virtus Multi-Strategy Target Return Fund			1.69	%			2.44	%			1.44	%			1.40	%			1.69	%		[March 1, 2018]

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.

Class A

Class C

Class I

Class R6

Class T

Virtus Multi-Strategy Target Return Fund*

N/A

*Reflects blended rate under prior and current expense reimbursement arrangements

Under “What are the classes and how do they differ?” on page [83] of the statutory prospectus, the table in this section is hereby revised to add a column entitled “Class T” and to include “0.25%” in the new column in the row for Virtus Multi-Strategy Target Return Fund and “None” in the new column in the rows for the other funds named in the table.

The second paragraph under “What arrangement is best for you?” is hereby replaced with the following:

Your financial representative should recommend only those arrangements that are suitable for you based on known information. In certain instances, you may be entitled to a reduction or waiver of sales charges. For instance, you may be entitled to a sales charge discount on Class A Shares and Class T Shares if you purchase more than certain breakpoints.

To determine your eligibility for a sales charge discount on Class A Shares, you may aggregate all of your accounts (including joint accounts, retirement accounts such as individual retirement accounts (“IRAs”), non-IRAs, etc.) and those of your spouse, domestic partner, children and minor grandchildren.

The availability of certain sales charge waivers and discounts may depend on whether you purchase your shares directly from the fund or through a financial intermediary. Different intermediaries may impose different sales charges (including partial reduction in or waivers of sales charges) other than those listed in this section. Such intermediary-specific sales charge variations are described in Appendix A to this prospectus, entitled “Intermediary Sales Charges Discounts and Waivers.” Appendix A is incorporated herein by reference (is legally part of this prospectus).

Your financial representative may request that you provide an account statement or other holdings information to determine your eligibility for a breakpoint and/or waiver and to make certain all involved parties have the necessary data. In all instances, it is the purchaser’s responsibility to notify the fund or the purchaser’s financial representative at the time of purchase of any relationship or other facts qualifying the purchaser for sales charge waivers or discounts. For waivers and discounts not available through a particular intermediary, in order to receive these waivers or discounts shareholders will have to purchase fund shares through another intermediary offering such waivers or discounts or directly from the fund if the fund offers such waivers or discounts.

Additional information about the classes of shares offered, sales charges, breakpoints and discounts follows in this section and also may be found in the SAI in the section entitled “How to Buy Shares.” Intermediary-specific sales charge variations are describe in Appendix A to this prospectus, entitled “Intermediary Sales Charges Discounts and Waivers.” This information is available free of charge, and in a clear and prominent format, at the Individual Investors section of virtus.com. Please be sure that you fully understand these choices before investing. If you or your financial representative requires additional assistance, you may also contact Virtus Fund Services by calling toll-free 800-243-1574.

The following disclosure is hereby added under “What arrangement is best for you?” on page [84] of the statutory prospectus after the description of Class R6 Shares:

Class T Shares (Virtus Multi-Strategy Target Return Fund only). If you purchase Class T Shares, you will pay a sales charge at time of purchase equal to 2.50% of the offering price (2.56% of the amount invested). You may qualify for sales charge discounts in Class T Shares if you invest at least $250,000 in Virtus Multi-Strategy Target Return Fund. More information on these and other discounts is available: (i) from your financial intermediary; (ii) under “Sales Charges” on page [xx] of the fund’s prospectus; (iii) with respect to purchase of shares through specific intermediaries, in Appendix A to the fund’s prospectus, entitled “Intermediary Sales Charge Discounts and Waivers;” and (iv) under “Alternative Purchase Arrangements” on page [xx] of the fund’s statement of additional information. Class T Shares are not subject to any sales charges by the fund when redeemed.

The following disclosure is hereby added under “What arrangement is best for you” on page [86] of the statutory prospectus after the section “Contingent Deferred Sales Charge you may pay on Class A Shares”:

Sales Charge you may pay to purchase Class T Shares

Virtus Multi-Strategy Target Return Fund only

	Sales Charge as a percentage of
Amount of Transaction at Offering Price	Offering Price			Net Amount Invested
Under $250,000		2.50	%		2.56	%
$250,000 but under $500,000		2.00	%		2.04	%
$500,000 but under $1,000,000		1.50	%		1.52	%
$1,000,000 or more		1.00	%		1.01	%

The following section is hereby added after the section entitled “Contingent Deferred Sales Charge you may pay on Class A Shares” on page [86] of the statutory prospectus.

Class A and Class C Sales Charge Reductions and Waivers

The availability of certain sales charge waivers and discounts may depend on whether you purchase your shares through a financial intermediary offering them. Different intermediaries may impose different sales charges (including partial reduction in or waivers of sales charges) other than those listed in this section, provided that they do not exceed the maximum sales charge listed. Such intermediary-specific sales charge variations are described in Appendix A to this prospectus, entitled “Intermediary Sales Charges Discounts and Waivers.” Appendix A is incorporated herein by reference (is legally part of this prospectus).

The following section is hereby added after the disclosure entitled “Dealer Compensation – Class R6 Shares Only” on page [87] of the statutory prospectus:

Class T Shares

Virtus Multi-Strategy Target Return Fund Only

Amount of Transaction at Offering Price	Sales Charge as Percentage of Offering Price			Sales Charge as a Percentage of Amount Invested			Dealer Discount as a Percentage of Offering Price
Under $250,000		2.50	%		2.56	%		2.50	%
$250,000 but under $500,000		2.00	%		2.04	%		2.00	%
$500,000 but under $1,000,000		1.50	%		1.52	%		1.50	%
$1,000,000 or more		1.00	%		1.01	%		1.00	%

Under “Opening an Account” on page [88] of the statutory prospectus, the following disclosure is hereby added after the disclosure entitled “Class R6 Shares Only.”

Class T Shares Only

Class T Shares are available only through financial intermediaries. Your financial intermediary will provide you with the information you need to open an account and to buy or sell Class T Shares.

Under “How to Buy Shares” on page [89] of the statutory prospectus, the following is section is hereby added after the disclosure entitled “Class R6 Shares Only.”

Class T Shares Only

Class T Shares are available only through financial intermediaries. Your financial intermediary will provide you with the information you need to buy Class T Shares.

Under “How to Sell Shares” on page [90] of the statutory prospectus, the following is section is hereby added after the disclosure entitled “Class R6 Shares Only.”

Class T Shares Only

Class T Shares are available only through financial intermediaries. Your financial intermediary will provide you with the information you need to sell Class T Shares.

Under “Things You Should Know When Selling Shares” on page [90] of the statutory prospectus, the following is section is hereby added after the disclosure entitled “Class R6 Shares Only.”

Class T Shares Only

Class T Shares are available only through financial intermediaries. Your financial intermediary will provide you with the information you need to sell Class T Shares.

[The following statement is hereby added to the fifth bullet under “Exchange Privileges” on page [93] of the statutory prospectus:

If your financial intermediary exchanges Class A shares for which you already paid an initial sales charge for Class T shares, the shares subject to the exchange will not be subject to a sales charge.]

The following is added to the back cover of the prospectus:

Appendix A – Intermediary Sales Charge Discounts and Waivers contains more information about specific sales charge discounts and waivers available for shareholders who purchase fund shares through a specific intermediary. Appendix A is incorporated hereby by reference (it is legally part of this prospectus).

The following is hereby added as Appendix A to the prospectus:

Appendix A

Intermediary Sales Charge Discounts and Waivers

Specific intermediaries may have different policies and procedures regarding the availability of front-end sales load waivers or CDSC waivers, which are discussed below. In all instances, it is the purchaser's responsibility to notify the fund or the purchaser's financial intermediary at the time of purchase of any relationship or other facts qualifying the purchaser for sales charge waivers or discounts. For waivers and discounts not available through a particular intermediary, in order to receive these waivers or discounts shareholders will have to purchase fund shares through another intermediary offering such waivers or discounts or directly from the fund if the fund offers such waivers or discounts. Please see the section entitled "Sales Charges – What arrangement is best for you?" for more information on sales charges and waivers available for different classes.

The information in this Appendix is part of, and incorporated into, the fund's prospectus.

MERRILL LYNCH

Effective April 10, 2017, shareholders purchasing fund shares through a Merrill Lynch platform or account will be eligible only for the following load waivers (front-end sales charge waivers and contingent deferred, or back-end, sales charge waivers) and discounts, which may differ from those disclosed elsewhere in this fund's prospectus or SAI.

Front-end Sales Load Waivers on Class A Shares available at Merrill Lynch

Employer-sponsored retirement, deferred compensation and employee benefit plans (including health savings accounts) and trusts used to fund those plans, provided that the shares are not held in a commission- based brokerage account and shares are held for the benefit of the plan.

Shares purchased by or through a 529 Plan.

Shares purchased through a Merrill Lynch affiliated investment advisory program.

Shares purchased by third party investment advisors on behalf of their advisory clients through Merrill Lynch's platform.

Shares of funds purchased through the Merrill Edge Self-Directed platform (if applicable).

Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the fund family).

Shares exchanged from Class C ( i.e. level-load) shares of the same fund in the month of or following the 10-year anniversary of the purchase date.

Employees and registered representatives of Merrill Lynch or its affiliates and their family members.

Trustees of the fund, and employees of the fund's investment adviser or any of its affiliates, as described in this prospectus.

Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (known as Rights of Reinstatement).

CDSC Waivers on A and C Shares available at Merrill Lynch

Death or disability of the shareholder.

Shares sold as part of a systematic withdrawal plan as described in the Fund’s prospectus

Return of excess contributions from an IRA Account.

Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching age 70½.

Shares sold to pay Merrill Lynch fees but only if the transaction is initiated by Merrill Lynch

Shares acquired through a right of reinstatement.

Shares held in retirement brokerage accounts, that are exchanged for a lower cost share class due to transfer to fee based accounts or platforms (applicable to A and C shares only).

Front-end load Discounts Available at Merrill Lynch:

Breakpoints, Rights of Accumulation & Letters of Intent

Breakpoints as described in this prospectus.

Rights of Accumulation (ROA) which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchaser’s household at Merrill Lynch. Eligible fund family assets not held at Merrill Lynch may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets.

Letters of Intent (LOI) which allow for breakpoint discounts based on anticipated purchases within a fund family, through Merrill Lynch, over a 13-month period of time.

Morgan Stanley WEALTH MANGEMENT

Class T Share Eligibility

Class T shares are available to Morgan Stanley Wealth Management clients who purchase fund shares through a transactional brokerage account. Other share classes offered through this prospectus will not be available to Morgan Stanley Wealth Management clients who purchase mutual funds through a transactional brokerage account. Rights of accumulation, letters of intent, rights of reinstatement and exchange privileges are not available on purchases of Class T shares.

Sales Charge Waivers

Class T shares are available for purchase by Morgan Stanley Wealth Management clients with the front-end load waived as follows:

Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans; however these plans are eligible to purchase Class T shares through a transactional brokerage account.

Morgan Stanley Wealth Management employee and employee-related accounts according to Morgan Stanley’s account linking rules.

Shares purchased through reinvestment of dividends and capital gains distributions when purchasing shares of the same fund.

Mutual fund shares exchanged from an existing position in the same fund as part of a share class conversion instituted by Morgan Stanley Wealth Management.

Unless specifically described above, no other front-end load waivers are available to mutual fund purchases by Morgan Stanley Wealth Management clients in transactional brokerage accounts.

Investors should retain this supplement with the

Prospectuses for future reference.

VAST 8034 MSTR AddClassTShares (4/17)

Virtus Multi-Strategy Target Return Fund,

a series of Virtus Alternative Solutions Trust

Supplement dated [April xx, 2017] to the

Statement of Additional Information (“SAI”) dated February xx, 2017

Important Notice to Investors

Effective [April xx], 2017, Virtus Multi-Strategy Target Return Fund began offering Class T Shares, in addition to the share classes already offered by the fund. Effective April 10, 2017, additional scheduled variations in, and eliminations of, Class A and Class C sales charges for specific intermediaries have been added. Accordingly, the fund’s SAI is hereby amended to add the following disclosure.

The table listing the fund’s share classes on the front cover of the SAI is replaced with the following:

	TICKER SYMBOL BY CLASS
FUND	A	C	I	R6	T
Virtus Multi-Strategy Target Return Fund	VMSAX	VCMSX	VMSIX	VMSRX	[tbd]

The following section is hereby added after the disclosure entitled “Dealer Concessions – Class R6 Shares Only” on page [87] of the statement of additional information:

Class T Shares

Virtus Multi-Strategy Target Return Fund Only

Amount of Transaction at Offering Price	Sales Charge as Percentage of Offering Price			Sales Charge as a Percentage of Amount Invested			Dealer Discount as a Percentage of Offering Price
Under $250,000		2.50	%		2.56	%		2.50	%
$250,000 but under $500,000		2.00	%		2.04	%		2.00	%
$500,000 but under $1,000,000		1.50	%		1.52	%		1.50	%
$1,000,000 or more		1.00	%		1.01	%		1.00	%

Under “Distribution Plans” on page [83] of the SAI, the first paragraph is amended to indicate that the Trust has adopted a distribution plan for Class T Shares and that Class T Shares pay a service fee at the rate of 0.25%. The description of the operation of the plans in the referenced section is also applicable to Class T Shares.

Under “How to Buy Shares” on page [94] of the SAI, the following paragraph is hereby added after the second paragraph.

Class T Shares are available only through financial intermediaries. Your financial intermediary will provide you with the information you need to buy Class T Shares.

The following disclosure is hereby added under “Alternative Purchase Arrangements” beginning on page [94] of the SAI after the description of Class R6 Shares:

Class T Shares

Class T Shares incur a sales charge when they are purchased and enjoy the benefit of not being subject to any sales charge when they are redeemed. You may qualify for sales charge discounts in Class T Shares if you invest at least $250,000 in Virtus Multi-Strategy Target Return Fund. More information on these and other discounts is available: (i) from your financial intermediary; (ii) under “Sales Charges” on page [xx] of the fund’s prospectus; and (iii) with respect to purchase of shares through specific intermediaries, in Appendix A to the fund’s prospectus, entitled “Intermediary Sales Charge Discounts and Waivers.” Class T Shares are subject to ongoing distribution and services fees at an annual rate of 0.25% of the Fund’s aggregate average daily net assets attributable to Class T Shares.

Also in this section, the following disclosure is added after the subsection “ Class A Shares and Class C Shares – Waiver of Deferred Sales Charges :”

Class A Shares and Class C Shares – Variations and Waivers of Sales Charges

Class A Shares and Class C Shares purchased through specific intermediaries may be eligible for additional scheduled variations in, and eliminations of, Class A and Class C sales charges. Information about these variations and waivers is available from your financial intermediary and in Appendix A to the fund’s prospectus, entitled “Intermediary Sales Charge Discounts and Waivers.”

Under “How to Redeem Shares” on page [98] of the statutory prospectus, the following is section is hereby added after the disclosure entitled “Class R6 Shares Only.”

Class T Shares Only

Class T Shares are available only through financial intermediaries. Your financial intermediary will provide you with the information you need to sell Class T Shares.

Investors should retain this supplement with the

SAI for future reference.

VAST 8034B SAI MSTR AddClassTShares (4/17)

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 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.

*Amendment No. 1 to Declaration of Trust of the Registrant, dated September 19, 2016, filed via EDGAR (as Exhibit a.2) herewith.

(b)

Bylaws.

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.

*Amendment No. 1 to the Amended and Restated By-Laws of the Registrant, dated September 19, 2016, filed via EDGAR (as Exhibit b.2) herewith.

(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 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.

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.

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.

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.

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.

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.

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.

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.

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.

(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 (File No. 333-191940) to the Registration Statement on March 28, 2014, and incorporated herein by reference.

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.

Amended Annex A to Form of Sales Agreement between VP Distributors and dealers effective December 2016 filed via EDGAR (as Exhibit e.3.a) with Post-effective Amendment No. 92 to the Registration Statement of Virtus Opportunities Trust (“VOT”), (File No. 033-65137) on January 20, 2017, and incorporated herein by reference.

Amended Annex A to Form of Sales Agreement between VP Distributors and dealers effective April 2017 to be filed by amendment.

(f)

None.

(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 (File No. 333-191940) to the Registration Statement on March 28, 2014, and incorporated herein by reference.

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.

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.

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.

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.

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.

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.

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.

(h)

Other Material Contracts

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.

Sub-Transfer Agency and Shareholder Services Agreement among Virtus Equity Trust (“VET”), Virtus Insight Trust (“VIT”), 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.

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.

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.

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 the Registration Statement of VOT (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, VET, VIT, VOT, Virtus Fund Services and BNY Mellon effective November 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.

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.

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.

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) herewith.

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.

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.

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.

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.

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.

Fifth Amendment to Sub-Administration and Accounting Services Agreement among VET, 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.

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.

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.

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.

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.

*Fifth Amended and Restated Expense Limitation Agreement between Registrant and VAIA, effective November 1, 2016, filed via EDGAR (as Exhibit h.5) herewith.

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 on November 1, 2016.

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 (File No. 033-65137) to the Registration Statement of VOT on January 20, 2017, and incorporated herein by reference.

(i)

Legal Opinion

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.

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

(j)

Other Opinions

Consent of Independent Registered Public Accounting Firm to be filed 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.

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.

Class T Shares Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act to be filed by amendment.

(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.

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.

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.

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.

*Fourth Amendment to Amended and Restated Plan Pursuant to Rule 18f-3 under the 1940 Act filed via EDGAR (as Exhibit n.4) herewith.

*Fifth Amendment to Amended and Restated Plan Pursuant to Rule 18f-3 under the 1940 Act filed via EDGAR (as Exhibit n.5) herewith.

(o)

Reserved

(p)

Code of Ethics

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.

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.

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. Indemnification of Registrant’s Custodian is provided for in section 9.9 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 Transfer Agency and Service Agreement incorporated herein by reference to Exhibit h.1. 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.9, 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.1-2, 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.1-2, 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, 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

(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 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

a.2	Amendment No. 1 to Declaration of Trust
b.2	Amendment No. 1 to the Amended and Restated By-Laws
h.3.e	Fifth Amendment to Administration Agreement
h.5	Fifth Amended and Restated Expense Limitation Agreement
n.4	Fourth Amendment to Amended and Restated Plan Pursuant to Rule 18f-3
n.5	Fifth Amendment to Amended and Restated Plan Pursuant to Rule 18f-3

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 7th day of February, 2017.


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 7th day of February, 2017.

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

Exhibit a.2

VIRTUS ALTERNATIVE SOLUTIONS TRUST

(the “Trust”)

Amendment No. 1 to the Amended and Restated Declaration of Trust

The following paragraph is hereby added to ARTICLE VIII, Miscellaneous

Section 9. Voting Powers. In connection with, and in furtherance of, Article V, Section 1 of this Declaration of Trust, each reference in this Declaration of Trust to the voting of Shares and to the Shares required to constitute a quorum or minimum for shareholder action, shall mean the voting power of such Shares rather than the number of such Shares.

Dated: September 19, 2016

Exhibit b.2

AMENDMENT NO. 1

AMENDED & RESTATED

BY-LAWS

VIRTUS ALTERNATIVE SOLUTIONS TRUST

A Delaware Statutory Trust

ARTICLE IV, SECTION 7, is replaced in its entirety by the following paragraph:

Quorum . Thirty-three and one third percent of the voting power of Shares entitled to vote which are present in person or represented by proxy, shall constitute a quorum at the Shareholders’ meeting, except when a larger quorum is required by applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements.

ARTICLE IV, SECTION 10, is replaced in its entirety by the following paragraph:

Voting Procedure . Each Shareholder of record as of the record date shall be entitled to one vote for each dollar of net asset value (determined as of the applicable record date) of each Share owned by such Shareholder (number of Shares owned times net asset value per Share) on any matter on which such Shareholder is entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of the Shareholders, all Shares shall be voted together, except when required by applicable law or when the Board has determined that the matter affects the interests of one or more classes, in which case only the Shareholders of such classes shall be entitled to vote thereon.

The following paragraph is hereby added to ARTICLE IV as Section 17:

Voting Powers. In connection with, and in furtherance of, Article V, Section 1 of the Declaration of Trust, each reference in these By-Laws to the voting of Shares and to the Shares required to constitute a quorum or minimum for shareholder action, shall mean the voting power of such Shares rather than the number of such Shares.

Dated: September 19, 2016

Exhibit h.3.e

FIFTH AMENDMENT

ADMINISTRATION AGREEMENT

THIS AMENDMENT made effective as of the 1 ^st day of December, 2016, amends that certain administration agreement, dated as of February 19, 2014, as amended, between Virtus Alternative Solutions Trust (the “Trust”) including the series thereof (each a “Fund” and together the “Funds”) and Virtus Fund Services, LLC, a Delaware limited liability company (such party, the “Administrator” and such agreement, the “Agreement”) as herein below provided.

W I T N E S S E T H :

WHEREAS, pursuant to Section 8 of the Agreement, the Trust and the Administrator wish to amend the fees payable to the Administrator under Section 4 of the Agreement and update Schedule A of the Agreement to reflect the liquidation of Virtus Alternative Income Solution Fund, Virtus Alternative Inflation Solution Fund and Virtus Alternative Total Solution Fund;

NOW, THEREFORE, in consideration of the foregoing premise, the parties to the Agreement hereby agree that the Agreement is amended as follows:

Section 4(a) of the Agreement is hereby amended and restated as follows:

(a) For the services provided to the Trust and each Fund by the Administrator pursuant to this Agreement, each Fund shall pay the Administrator monthly for its services, fees at the following annual rates based on the combined aggregate average daily net assets across the Virtus Funds, defined as all funds of the Trust, all funds of Virtus Equity Trust, Virtus Opportunities Trust, and Virtus Retirement Trust, and all series of Virtus Variable Insurance Trust, plus out of pocket expenses (including out of pocket expenses of any sub-administrator to the Trust hired by the Administrator and not the Trust):

Net Assets	Administrative Fee
Less than or equal to $15 billion		0.10	%

Over $15 billion and up to and including $30 billion		0.095	%

Over $30 billion and up to and including $50 billion		0.09	%

In excess of $50 billion		0.085	%

Any Fund with net assets in excess of $10 billion will receive an offsetting credit to its administrative fee, such that the portion of its net assets in excess of $10 billion will only be assessed an administrative fee of .07%. The fees for the portion of such a Fund’s net assets up to and inclusive of the first $10 billion will remain consistent with the fee schedule above.

Schedule A to the Agreement is hereby replaced with Schedule A attached hereto and made a part hereof.

Except as herein provided, the Agreement shall be and remain unmodified and in full force and effect. All initial capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Agreement.

This Amendment 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 have caused this Amendment to be duly executed by their duly authorized officers.

	VIRTUS ALTERNATIVE SOLUTIONS TRUST

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

	VIRTUS FUND SERVICES, LLC

	By:	/s/ David G. Hanley
	Name:	David G. Hanley
	Title:	Vice President & Assistant Treasurer

SCHEDULE A

(as of December 1, 2016)

Virtus Credit Opportunities Fund

Virtus Multi-Strategy Target Return Fund

Virtus Select MLP and Energy Fund

Virtus Strategic Income Fund

Exhibit h.5

FIFTH AMENDED AND RESTATED

EXPENSE LIMITATION AGREEMENT

VIRTUS ALTERNATIVE SOLUTIONS TRUST

This Fifth Amended and Restated Expense Limitation Agreement (the “Agreement”), effective as of November 1, 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:

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.

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, unusual or infrequently occurring expenses (such as litigation), acquired fund fees and expenses, dividend expenses, and leverage expenses, if any.

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 Total Fund Operating Expenses to exceed either the Expense Limit in place at the time of the applicable waiver or assumption of expenses by Virtus or, if less, any contractual Expense Limit in place 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 date on which it was incurred or waived by Virtus.

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.

Assignment . This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

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.

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.

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.

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: Executive 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 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	%		1.40	%	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		1.15	%		1.90	%		0.90	%		N/A		Through March 1, 2017

Exhibit n.4

VIRTUS ALTERNATIVE SOLUTIONS TRUST

FOURTH AMENDMENT

AMENDED AND RESTATED PLAN PURSUANT TO RULE 18f-3

under the

INVESTMENT COMPANY ACT OF 1940

THIS AMENDMENT made effective as of the 1st day of November, 2016, amends that certain amended and restated plan pursuant to Rule 18f-3 under the Investment Company Act of 1940, dated September 17, 2014, as amended (the “Rule 18f-3 Plan”), as herein below provided:

W I T N E S S E T H:

WHEREAS, the Fund wishes to amend Schedule A of the Rule 18f-3 Plan to reflect the addition of R6 Shares for the Virtus Multi-Strategy Target Return Fund and to otherwise update the Schedule.

NOW, THEREFORE, in consideration of the foregoing premise, the Fund hereby agrees that the Rule 18f-3 Plan is amended as follows:

Schedule A to the Rule 18f-3 Plan is hereby replaced with Schedule A attached hereto and made a part of the Rule 18f-3 Plan.

Except as herein provided, the Rule 18f-3 Plan shall be and remain unmodified and in full force and effect. All initial capitalized terms used herein shall have such meanings as ascribed thereto in the Rule 18f-3 Plan.

SCHEDULE A

(as of November 1, 2016)

A
Shares

C
Shares

I
Shares

R6
Shares

Virtus Credit Opportunities Fund

Virtus Multi-Strategy Target Return Fund

Virtus Select MLP and Energy Fund

Virtus Strategic Income Fund

Exhibit n.5

VIRTUS FUNDS

AMENDED AND RESTATED

PLAN PURSUANT TO RULE 18f-3

under the

INVESTMENT COMPANY ACT OF 1940

INTRODUCTION

The Purpose of this Plan is to specify the attributes of the classes of shares of the funds of Virtus Funds including the expense allocations, conversion features and exchange features of each class, as required by Rule 18f-3 under the Investment Company Act of 1940, as amended (the "1940 Act"). The Virtus Funds are comprised of several trusts (each a “Trust” and collectively the “Trusts”) which in turn are comprised of a number of funds (each a “Fund” and collectively the “Funds”) offering various classes of shares, all of which are listed on the attached Schedule A. In general, shares of each class will have the same rights and obligations except for one or more expense variables (which will result in different yields, dividends and net asset values for the different classes), certain related voting and other rights, exchange privileges, conversion rights and class designation.

GENERAL FEATURES OF THE CLASSES

Shares of each class of a Fund of the Trusts shall represent an equal pro rata interest in such Fund and, generally, shall have identical voting, dividend, liquidation and other rights, preferences, powers, restrictions, limitations, qualifications, designations and terms and conditions, except that: (a) each class shall have a different designation; (b) each class shall bear any class expenses: (c) each class shall have exclusive voting rights on any matter submitted to shareholders that relates solely to its arrangement and each class shall have separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class; and (d) each class may have different exchange and/or conversion features.

ALLOCATION OF INCOME AND EXPENSES

General.

The gross income, realized and unrealized capital gains and losses and expenses (other than Class Expenses, as defined below) of each Fund shall be allocated to each class on the basis of its net asset value relative to the net asset value of the Fund.

ii.

Class Expenses.

Expenses attributable to a particular class ("Class Expenses") shall be limited to Rule 12b-1 and shareholder servicing fees and such other expenses as designated by the Trusts’ Treasurer, subject to Board approval and/or ratification. Class Expenses shall be allocated to the class for which they are incurred.

In the event that a particular Class Expense is no longer reasonably allocable by class or to a particular class, it shall be treated as a Fund expense and in the event a Fund expense becomes allocable as a Class Expense, it shall be so allocated, subject to compliance with Rule 18f-3 and Board approval or ratification.

The initial determination of expenses that will be allocated as Class Expenses and any subsequent changes thereto as set forth in this Plan shall be reviewed by the Board of Trustees and

approved by such Board and by a majority of the Trustees who are not "interested persons" of the Funds, as defined in the 1940 Act ("Independent Trustees").

DESIGNATION OF THE CLASSES AND SPECIFIC FEATURES

Types of classes of each of the Funds may include: “A Shares”, “B Shares”, “C Shares”, “C1 Shares”, “I Shares”, “R6 Shares”, and “T Shares”. To the extent that more than one class is offered by a Fund, each class of such Fund has a different arrangement for shareholder services or distribution or both, as follows:

A SHARES

A Shares are offered at net asset value plus an initial sales charge as set forth in the then current prospectuses of a Fund. The initial sales charge may be waived or reduced on certain types of purchases as set forth in the Fund's then current prospectus. In certain cases, A Shares are also offered subject to a contingent deferred sales charge (subject to certain reductions or eliminations of the sales charge as described in the applicable prospectus).

A Shares of a Fund may pay VP Distributors, LLC (the “Distributor”) Rule 12b-1 fees or shareholder servicing fees of up to 0.25%, (annualized) of the average daily net assets of the Fund's A Shares. Rule 12b-1 fees may be used for, but are not limited to, payment of compensation, including incentive compensation to securities dealers and financial institutions and organizations to obtain various distribution related and/or shareholder services for the investors in the A Shares; payment of compensation to and expenses of personnel of the Distributor who support the distribution of the A Shares; expenses related to the cost of financing or providing such financing from the Distributor’s or an affiliate’s resources in connection with the Distributor’s payment of such distribution expenses and the payment of other direct distribution costs such as the cost of sales literature, advertising and prospectuses. Shareholder services 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 the Distributor or Fund may reasonably request. Fees paid under a shareholder services plan not adopted pursuant to Rule 12b-1 may only be used for shareholder service activities. A Shares do not have a conversion feature.

C SHARES

C Shares of a Fund are offered at net asset value without the imposition of any sales charge. C Shares are also offered subject to a contingent deferred sales charge. C Shares of a Fund may pay the Distributor a fee of up to 0.25% (annualized) of the average daily net assets of the Fund’s C Shares for shareholder servicing activities and a distribution fee of up to 0.75% (annualized) of the average daily net assets of the Fund’s C Shares pursuant to a Rule 12b-1 plan (0.25% for Virtus Multi-Sector Short Term Bond Fund) for distribution services. C Shares do not have a conversion feature.

C1 SHARES

C1 Shares of a Fund are offered at net asset value without the imposition of a sales charge. C1 Shares are also offered subject to a contingent deferred sales charge. C1 Shares of a Fund may pay the Distributor a fee of up to 0.25% (annualized) of the average daily net assets of the Fund’s C1 Shares for shareholder servicing activities and a distribution fee of up to 0.75% (annualized) of the average daily net assets of the Fund’s C1 Shares pursuant to a Rule 12b-1 plan for distribution services. C1 Shares do not have a conversion feature.

I SHARES

I Shares of a Fund are offered at net asset value without the imposition of any sales charge, Rule 12b-1 or shareholder servicing fees.

I Shares do not have a conversion feature.

R6 SHARES

R6 Shares of a Fund are offered at net asset value without the imposition of any sales charge, Rule 12b-1 fees, shareholder servicing fees or intermediary sub-transfer agency fees. R6 Shares do not have a conversion feature.

T SHARES

T Shares are offered at net asset value plus an initial sales charge as set forth in the then current prospectuses of a Fund. All or a portion of the initial sales charge may be waived or reduced on certain types of purchases or for certain intermediaries as set forth in the Fund's then current prospectus. T Shares of a Fund may pay the Distributor Rule 12b-1 fees or shareholder servicing fees of up to 0.25%, (annualized) of the average daily net assets of the Fund's T Shares. T shares do not have a conversion feature.

VOTING RIGHTS

Each class shall have exclusive voting rights on any matter submitted to shareholders that relates solely to its arrangement. Each class shall have separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class.

EXCHANGE PRIVILEGES

Shareholders of a class may exchange their shares for shares of another Fund in accordance with Section 11(a) of the 1940 Act, the rules thereunder and the requirements of the applicable prospectuses as follows: Each class of shares of a Fund may be exchanged for the corresponding class of shares of another Fund. Shareholders of C1 Shares of Virtus Multi-Sector Short Term Bond Fund may exchange shares of such class for C Shares in any other Virtus Fund for which exchange privileges are available, at the relative net asset values of the respective shares to be exchanged and with no sales charge, provided the shares to be acquired in the exchange are, as may be necessary, qualified for sale in the shareholder’s state of residence and subject to the applicable requirements, if any, as to minimum amount. Shareholders of one class of shares of a Fund may exchange such shares for shares of another class in the same Fund having lower fixed expenses, at the relative net asset values of the respective shares to be exchanged and with no sales charge, provided that: (a) the shares to be acquired in the exchange are, as may be necessary, qualified for sale in the shareholder’s state of residence; and (b) such exchange is permitted by the disclosure documents of the Fund. Class T shares are not exchangeable for any other share class.

BOARD REVIEW

The Board of Trustees shall review this Plan as frequently as it deems necessary. Prior to any material amendments(s) to this Plan (including any proposed amendments to the method of allocating Class Expenses and/or Fund expenses), The Board of Trustees, including a majority of the Independent Trustees, must find that the Plan is in the best interests of each class of shares of the affected Fund(s) individually and the affected Fund(s) as a whole. In considering whether to approve any proposed amendment(s) to the Plan, the Board of Trustees of the Trust shall request and evaluate such information as they consider reasonably necessary to evaluate the proposed amendment(s) to the Plan.

Adopted: January 6, 2017

SCHEDULE A

(as of January 6, 2017)

	A Shares	C Shares	I Shares	R6 Shares	T Shares

Virtus Alternative Solutions Trust
Virtus Credit Opportunities Fund	X	X	X	X
Virtus Multi-Strategy Target Return Fund	X	X	X	X	X
Virtus Select MLP and Energy Fund	X	X	X
Virtus Strategic Income Fund	X	X	X

Virtus Equity Trust
Virtus Contrarian Value Fund	X	X			X
Virtus Enhanced Core Equity Fund (fka Virtus Growth & Income Fund)	X	X	X		X
Virtus Mid-Cap Core Fund	X	X	X
Virtus Mid-Cap Growth Fund	X	X	X		X
Virtus Quality Large-Cap Value Fund	X	X	X		X
Virtus Quality Small-Cap Fund	X	X	X	X	X
Virtus Small-Cap Core Fund	X	X	X	X	X
Virtus Small-Cap Sustainable Growth Fund	X	X	X		X
Virtus Strategic Allocation Fund (fka Virtus Balanced Fund)	X	X			X
Virtus Strategic Growth Fund	X	X	X		X
Virtus Tactical Allocation Fund	X	X			X

Virtus Opportunities Trust
Virtus Alternatives Diversifier Fund	X	X	X
Virtus Bond Fund	X	X	X	X
Virtus CA Tax-Exempt Bond Fund	X		X
Virtus Emerging Markets Debt Fund	X	X	X
Virtus Emerging Markets Equity Income Fund	X	X	X
Virtus Emerging Markets Opportunities Fund	X	X	X	X	X
Virtus Emerging Markets Small-Cap Fund	X	X	X
Virtus Equity Trend Fund	X	X	X	X	X
Virtus Essential Resources Fund	X	X	X
Virtus Foreign Opportunities Fund	X	X	X	X	X
Virtus Global Equity Trend Fund	X	X	X
Virtus Global Infrastructure Fund	X	X	X
Virtus Global Opportunities Fund	X	X	X		X
Virtus Global Real Estate Securities Fund	X	X	X	X	X
Virtus Greater European Opportunities Fund	X	X	X

	A Shares	C Shares	I Shares	R6 Shares	T Shares
Virtus Herzfeld Fund	X	X	X		X
Virtus High Yield Fund	X	X	X	X	X
Virtus International Equity Fund	X	X	X
Virtus International Real Estate Securities Fund	X	X	X
Virtus International Small-Cap Fund	X	X	X	X
Virtus International Wealth Masters Fund	X	X	X
Virtus Low Duration Income Fund	X	X	X		X
Virtus Low Volatility Equity Fund	X	X	X
Virtus Multi-Asset Trend Fund	X	X	X
Virtus Multi-Sector Intermediate Bond Fund	X	X	X	X	X
Virtus Multi-Sector Short Term Bond Fund ¹	X	X	X	X	X
Virtus Real Estate Securities Fund	X	X	X	X	X
Virtus Sector Trend Fund	X	X	X		X
Virtus Senior Floating Rate Fund	X	X	X	X	X
Virtus Tax-Exempt Bond Fund	X	X	X
Virtus Wealth Masters Fund	X	X	X

Virtus Retirement Trust
Virtus DFA 2015 Target Date Retirement Income Fund	X		X	X
Virtus DFA 2020 Target Date Retirement Income Fund	X		X	X	X
Virtus DFA 2025 Target Date Retirement Income Fund	X		X	X
Virtus DFA 2030 Target Date Retirement Income Fund	X		X	X
Virtus DFA 2035 Target Date Retirement Income Fund	X		X	X
Virtus DFA 2040 Target Date Retirement Income Fund	X		X	X
Virtus DFA 2045 Target Date Retirement Income Fund	X		X	X
Virtus DFA 2050 Target Date Retirement Income Fund	X		X	X
Virtus DFA 2055 Target Date Retirement Income Fund	X		X	X
Virtus DFA 2060 Target Date Retirement Income Fund	X		X	X

¹ Virtus Multi-Sector Short Term Bond Fund also offers Class C1 Shares.