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‘485BPOS’ — Virtus Seix High Yield Fund
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Virtus Seix High Yield Fund
As filed with the Securities and Exchange Commission on March 25, 2024
Securities Act File No. 333-275759
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933 ☑
Pre-Effective Amendment No. 1
Post-Effective Amendment No. 1 ☒
VIRTUS ASSET TRUST
(Exact Name of Registrant as Specified in Charter)
101 Munson Street
Greenfield , MA 01301-9683
(Address of Principal Executive Offices)
(866) 270-7788
(Registrant’s Telephone Number, including Area Code)
JENNIFER FROMM, ESQ.
MARK D. PERLOW, ESQ.
Vice President, Chief Legal Officer, Counsel and
Secretary for Registrant
101 Munson Street
Greenfield , MA 01301-9683
Dechert LLP
One Bush Street, Suite 1600
San Francisco , CA 94104
(Name and address of Agents for Service)
Approximate Date of Proposed Public Offering : As soon as practicable after the effective date of the Registration Statement.
No filing fee is required because an indefinite number of shares have previously been registered pursuant to Rule
24f-2 under the Investment Company Act of 1940, as amended.
It is proposed that this filing will become effective
immediately upon filing, pursuant to Rule 485(b) under the Securities Act of 1933, as amended.
Title of Securities Being Registered: Class A,
Class I, and Class R6 Shares of Virtus Seix High Yield Fund
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 is being filed solely for the purpose of filing the final tax opinions as Exhibit 12 to the Registration
Statement on Form N-14 (File No. 333-275759 ), supporting the tax matters and consequences to shareholders in connection with the reorganization of Virtus Seix High Yield Income Fund, a series of Virtus Strategy Trust, and Virtus Seix High Income
Fund, a series of Virtus Asset Trust, into Virtus Seix High Yield Fund, a series of Virtus Asset Trust, as required by Item 16(12) of Form N-14. Part A is incorporated
herein by reference to the definitive Information Statement/Prospectus filed pursuant to Rule 497 on January 30, 2024 (Accession No. 0001193125-24-018423). Part B is incorporated herein by reference to the definitive Information
Statement/Prospectus and the definitive Statement of Additional Information filed pursuant to Rule 497 on January 30, 2024 (Accession No. 0001193125-24-018423).
VIRTUS ASSET TRUST
PART C
OTHER INFORMATION
Item 15.
Indemnification.
The indemnification of Registrant’s principal underwriter against certain losses is provided for in Section 16 of the Underwriting
Agreement incorporated herein by reference to Exhibit 7(a). Indemnification of Registrant’s Custodian is provided for in Section 9.9, among others, of the Custody Agreement incorporated herein by reference to Exhibits 9(a) through 9(q).
The indemnification of Registrant’s Transfer Agent is provided for in Article 6 of the Amended and Restated Transfer Agency and Service Agreement incorporated herein by reference to Exhibit 13(a). The indemnification of Registrant’s Sub-Transfer Agent is provided for in Section 12, among others, of the Sub-Transfer Agency and Shareholder Services Agreement incorporated herein by reference to Exhibits
13(b) through 13(aa). The indemnification of Registrant’s Subadministrator and Accounting Agent is provided for in Section 11, among others, of the Sub-Administration and Accounting Services
Agreement incorporated by herein by reference to Exhibits 13(zz) through 13(zzz). The Trust has entered into Indemnification Agreements with each trustee, the form of which is incorporated herein by reference to Exhibits 13(bbbb) through 13(gggg),
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
Exhibit1, 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 ;
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.
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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
VI of the Registrant ’s Bylaws incorporated herein by reference to Exhibit b, provides in relevant part, subject to certain exceptions and limitations, “every agent shall be indemnified by the Trust to the fullest extent permitted by law
against all liabilities and against all expenses reasonably incurred or paid by him or her in connection with any proceeding in which he or she becomes involved as a party or otherwise by virtue of his or her being or having been an agent.”
Such indemnification would not apply in the case of any liability to which the Registrant would otherwise be subject by reason of or for willful misfeasance, bad faith, gross negligence or reckless disregard of such person’s duties.
The Investment Advisory Agreement, Subadvisory Agreements, Custody Agreement, Foreign Custody Manager Agreement, Sub-Administration and Accounting Services Agreement and Sub-Transfer Agency and Shareholder Services Agreement, each as amended, respectively provide that the Registrant will
indemnify the other party (or parties, as the case may be) to the agreement for certain losses. Similar indemnities to those listed above may appear in other agreements to which the Registrant is a party.
The Registrant , in conjunction with VFA, the Registrant ’s Trustees, and other registered investment management companies managed by VFA
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.
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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.
1.
Amended and Restated Agreement and Declaration of Trust of Virtus Asset Trust (“Registrant” or “VAT” ) dated January 18,
2017, filed via EDGAR (as Exhibit a) with Post-Effective Amendment No. 26 (File No. 333-08045) on June 22, 2017, and incorporated herein by reference.
2(a).
Amended and Restated By-Laws of Registrant adopted January
18, 2017, filed via EDGAR (as Exhibit b) with Post-Effective Amendment No. 26 (File No. 333-08045) on June 22, 2017, and incorporated herein by reference.
2(b).
Amendment No. 1 to Amended and Restated By-Laws adopted November
16, 2022, filed via EDGAR (as Exhibit b.2) with Post-Effective Amendment No. 42 (File No. 333-08045) on April 24, 2023, and incorporated herein by reference.
3.
Not applicable.
4.
Agreement and Plan of Reorganization . Exhibits A and B to the Prospectus contained in Part A of this Registration Statement.
5.
None other than as set forth in Exhibits 1 and 2.
6(a).
Investment Advisory Agreement between Registrant and Virtus Fund Advisers, LLC (the “Adviser” ) effective as of June
12, 2017, filed via EDGAR (as Exhibit d.1) with Post-Effective Amendment No. 26 (File No. 333-08045) on June 22, 2017, and incorporated herein by reference.
6(b).
First Amendment to Investment Advisory Agreement between Registrant and the Adviser effective as of December
1, 2018, filed via EDGAR (as Exhibit d.1.a) with Post-Effective Amendment No. 33 (File No. 333-08045) on February 22, 2019, and incorporated herein by reference.
6(c).
Subadvisory Agreement dated June
20, 2017, among the Adviser, Ceredex Value Advisors LLC (“Ceredex” ) and Registrant, on behalf of Virtus Ceredex Large-Cap Value Equity Fund, Virtus Ceredex Mid-Cap Value
Equity Fund and Virtus Ceredex Small-Cap Value Equity Fund filed via EDGAR (as Exhibit d.2) with Post-Effective Amendment No. 26 (File No. 333-08045) on
June 22, 2017, and incorporated herein by reference.
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6(d).
Subadvisory Agreement dated June“Seix” ) and Registrant, on behalf of Virtus Seix Core Bond Fund, Virtus Seix Corporate Bond Fund, Virtus Seix Floating Rate High Income Fund, Virtus Seix High Grade Municipal Bond Fund,
Virtus Seix High Income Fund, Virtus Seix High Yield Fund, Virtus Seix Investment Grade Tax-Exempt Bond Fund, Virtus Seix Short-Term Bond Fund (since liquidated), Virtus Seix Short-Term Municipal Bond Fund
(since liquidated), Virtus Seix Total Return Bond Fund, Virtus Seix U.S. Government Securities Ultra-Short Bond Fund, Virtus Seix U.S. Mortgage Fund (since liquidated) and Virtus Seix Ultra-Short Bond Fund filed via EDGAR (as Exhibit d.3) with
Post-Effective Amendment No. 333-08045) on June
6(e).
Amendment to the Subadvisory Agreement dated July“VFIA” ) with respect to the subadvisory agreement with Seix dated as of June 333-08045) on April
6(f).
Subadvisory Agreement dated June“Silvant” ) and Registrant, on behalf of Virtus Silvant Large-Cap Growth Stock Fund and Virtus Silvant Small-Cap
Growth Stock Fund (since liquidated) filed via EDGAR (as Exhibit d.4) with Post-Effective Amendment No. 333-08045) on June
6(g).
Subadvisory Agreement dated June“Zevenbergen” ) and Registrant, on behalf of Virtus Zevenbergen Innovative Growth Stock Fund filed via EDGAR (as Exhibit d.6) with Post-Effective Amendment No. 333-08045) on June
6(h).
Subadvisory Agreement dated August“SGA” ), and Registrant, on behalf of Virtus SGA International Growth Fund, filed via EDGAR (as Exhibit d.6) with Post-Effective Amendment No. 333-08045) on April
7(a).
Underwriting Agreement between Registrant and VP Distributors, LLC (“VP Distributors” ) dated as of June
12, 2017, filed via EDGAR (as Exhibit e.1) with Post-Effective Amendment No. 26 (File No. 333-08045) on June 22, 2017, and incorporated herein by reference.
7(b).
Form of Sales Agreement between VP Distributors and dealers, effective September 2019, filed via EDGAR (as Exhibit e.2) with Post-Effective
Amendment No. 41 to Virtus Alternative Solutions Trust’s (“VAST” ) Registration Statement (File No. 333-191940) on October 30, 2019, and incorporated herein by reference.
7(c).
Amended Annex A to Form of Sales Agreement between VP Distributors and dealers effective July 2023 filed via EDGAR (as Exhibit e.2.a) with Post-Effective
Amendment No. 130 to the Registration Statement of Virtus Opportunities Trust (“VOT” ) (File No. 033-65137) on September 26, 2023, and incorporated herein by reference.
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8.
Deferred Compensation Plan effective April“VET” ) Registration Statement (File No. 002-16590) on January
9(a).
Custody Agreement between VAST and The Bank of New York Mellon dated March 21, 2014, filed via EDGAR (as Exhibit g.1) with Pre-Effective Amendment No. 3 to VAST’s Registration Statement (File No. 333-191940) on March 28, 2014, and incorporated herein by reference.
9(b).
Amendment to Custody Agreement between VAST and The Bank of New York Mellon effective May
19, 2015, filed via EDGAR (as Exhibit g.1.b) with Post-Effective Amendment No. 16 to VAST’s Registration Statement (File No. 333-191940) on May
29, 2015, and incorporated herein by reference.
9(c).
Amendment to Custody Agreement between VAST and The Bank of New York Mellon dated as of September
1, 2015, filed via EDGAR (as Exhibit g.1.c) with Post-Effective Amendment No. 24 to VAST’s Registration Statement (File No. 333-191940) on February
26, 2016, and incorporated herein by reference.
9(d).
Joinder Agreement and Amendment to Custody Agreement between VAST, (VET and VOT (VET and VOT collectively, “Virtus Mutual Funds” ),
VAT, Virtus Retirement Trust (“VRT” ; formerly known as Virtus Institutional Trust), Virtus Variable Insurance Trust (“VVIT” ) and The Bank of New York Mellon dated September 11, 2017, filed via EDGAR (as Exhibit g.1.d) with
Post-Effective Amendment No. 114 to VET’s Registration Statement (File No. 002-16590) on December 21, 2017, and incorporated herein by reference.
9(e).
Amendment to Custody Agreement between VAST, Virtus Mutual Funds, VAT, VRT and VVIT and The Bank of New York Mellon dated as of December 1,
2018, filed via EDGAR (as Exhibit 9(e)) to VET’s Form N-14 (File No. 333-228766) on December 12, 2018, and incorporated herein by reference.
9(f).
Form of Amendment to Custody Agreement between VAST, Virtus Mutual Funds, VAT, VRT and VVIT and The Bank of New York Mellon dated as of March 8,
2019, filed via EDGAR (as Exhibit g.1.e) with Post-Effective Amendment No. 82 to VVIT’s Registration Statement (File No. 033-05033) on April 22, 2019, and incorporated herein by reference.
9(g).
Amendment to Custody Agreement between VAST, Virtus Mutual Funds, VRT, VAT, VVIT and The Bank of New York Mellon dated as of May
22, 2019, filed via EDGAR (as Exhibit g.1.f) with Post-Effective Amendment No. 123 to VET’s Registration Statement (File No. 002-16590) on June
12, 2019, and incorporated herein by reference.
9(h).
Amendment to Custody Agreement between VAST, Virtus Mutual Funds, VRT, VAT, VVIT and The Bank of New York Mellon dated as of September 1,
2019, filed via EDGAR (as Exhibit g.1.g) with Post-Effective Amendment No. 105 (File No. 033-65137) on September 30, 2019, and incorporated herein by reference.
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9(i).
Amendment to Custody Agreement between VAST, Virtus Mutual Funds, VRT, VAT, VVIT and The Bank of New York Mellon dated as of November 18,
2019, filed via EDGAR (as Exhibit g.1.h) with Post-Effective Amendment No. 109 (File No. 033-65137) on January 22, 2020, and incorporated herein by reference.
9(j).
Amendment and Joinder to Custody Agreement between VAST, Virtus Mutual Funds, VRT, VAT, VVIT, Virtus Offshore Fund, Ltd. (“VATS” )
and the Bank of New York Mellon dated as of August 27, 2020, filed via EDGAR (as Exhibit g.1.i) with Post-Effective No. 133 to VET’s Registration Statement (File No. 002-16590) on
September 23, 2020, and incorporated herein by reference.
9(k).
Amendment to Custody Agreement between VAST, Virtus Mutual Funds, VRT, VAT, VVIT, VATS and the Bank of New York Mellon dated as of November 16,
2020, filed via EDGAR (as Exhibit g.1.j) with Post-Effective No. 136 to VET’s Registration Statement (File No. 002-16590) on December 7, 2020, and incorporated herein by
reference.
9(l).
Amendment to Custody Agreement between VAST, Virtus Mutual Funds, VRT, VAT, VVIT, VATS and the Bank of New York Mellon dated as of December 1,
2020, filed via EDGAR (as Exhibit g.1.k) with Post-Effective Amendment No. 116 (File No. 033-65137) on January 25, 2021, and incorporated herein by reference.
9(m).
Amendment and Joinder to Custody Agreement between VAST, Virtus Mutual Funds, VRT, VAT, VVIT, VATS, Virtus Investment Trust (“Investment
Trust” ), Virtus Strategy Trust (“VST” ) and the Bank of New York Mellon dated as of May 7, 2021, filed via EDGAR (as Exhibit g.1.l) with Post-Effective Amendment No. 120 (File
No. 033-65137) on June 21, 2021, and incorporated herein by reference.
9(n).
Amendment and Custody Agreement between VAST, Virtus Mutual Funds, VRT, VAT, VVIT, VATS, Investment Trust, VST and the Bank of New York Mellon
dated as of July 26, 2021, filed via EDGAR (as Exhibit 9(n)) to Form N-14 (File No. 333-261341) on November 24, 2021, and incorporated herein by
reference.
9(o).
Amendment and Joinder to Custody Agreement between The Merger Fund® (“TMF” ),
The Merger Fund® VL (“TMFVL” ), VAST, Virtus Event Opportunities Trust (“VEOT” ), Virtus Mutual Funds, VRT, VAT, VVIT, VATS, Investment Trust, VST and the Bank of New York
Mellon dated as of February 12, 2022, filed via EDGAR (as Exhibit g.1.n) with Post-Effective Amendment No. 127 (File No. 033-65137) on April 5, 2022, and incorporated herein by
reference.
9(p).
Amendment and Joinder to Custody Agreement between TMF, TMFVL, VAST, VEOT, Virtus Mutual Funds, VRT, VAT, VVIT, VATS, Investment Trust,
VST, and the Bank of New York Mellon dated as of April 4, 2022, filed via EDGAR (as Exhibit g.1.o) with Post-Effective Amendment No. 127 (File No. 033-65137) on April 5, 2022, and
incorporated herein by reference.
9(q).
Amendment and Joinder to Custody Agreement between TMF, TMFVL, VAST, VEOT, Virtus Mutual Funds, VRT, VAT, VVIT, VATS, Investment Trust, VST,
Stone Harbor Leveraged Load Fund LLC (“Leveraged Loan Fund” ) and the Bank of New York Mellon dated as of September 30, 2022, filed via EDGAR (as Exhibit g.1.p) with Post-Effective Amendment No. 52 to VAST’s Registration
Statement (File No. 333-191940) on December 12, 2022, and incorporated herein by reference.
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9(r).
Foreign Custody Manager Agreement between VAST and The Bank of New York Mellon filed via EDGAR (as Exhibit g.2) with Pre-Effective Amendment No. 4 to VAST’s Registration Statement (File No. 333-191940) on April 4, 2014, and incorporated herein by reference.
9(s).
Amendment to Foreign Custody Manager Agreement between VAST and The Bank of New York Mellon dated as of August
19, 2014, filed via EDGAR (as Exhibit g.2.a) with Post-Effective Amendment No. 4 to VAST’s Registration Statement (File No. 333-191940) on September
8, 2014, and incorporated herein by reference.
9(t).
Amendment to Foreign Custody Manager Agreement between VAST and The Bank of New York Mellon dated as of May
19, 2015, filed via EDGAR (as Exhibit g.2.b) with Post-Effective Amendment No. 16 to VAST’s Registration Statement (File No. 333-191940) on May
29, 2015, and incorporated herein by reference.
9(u).
Amendment to Foreign Custody Manager Agreement between VAST and The Bank of New York Mellon dated as of September
1, 2015, filed via EDGAR (as Exhibit g.2.c) with Post-Effective Amendment No. 24 to VAST’s Registration Statement (File No. 333-191940) on February
26, 2016, and incorporated herein by reference.
9(v).
Joinder Agreement and Amendment to Foreign Custody Manager Agreement between VAST, Virtus Mutual Funds, VAT, VRT, VVIT, Duff
& Phelps Select MLP and Midstream Energy Fund Inc. (“DSE” ), Virtus Global Multi-Sector Income Fund (“VGI” ) and Virtus Total Return Fund Inc. (“ZTR” ) and The Bank of New York Mellon dated as of December
1, 2018, filed via EDGAR (as Exhibit 9(j)) to VET’s Form N-14 (File No. 333-228766) on December 12, 2018, and incorporated herein by
reference.
9(w).
Form of Amendment to Foreign Custody Manager Agreement between VAST, Virtus Mutual Funds, VAT, VRT, VVIT, DSE, VGI, ZTR and The Bank of New
York Mellon dated as of March 8, 2019, filed via EDGAR (as Exhibit g.2.e) with Post-Effective Amendment No. 82 to VVIT’s Registration Statement (File No. 033-05033) on April 22, 2019,
and incorporated herein by reference.
9(x).
Amendment to Foreign Custody Manager Agreement between VAST, Virtus Mutual Funds, VAT, VRT, VVIT, DSE, VGI, ZTR and The Bank of New York Mellon
dated as of May 22, 2019, filed via EDGAR (as Exhibit g.2.f) with Post-Effective Amendment No. 123 to VET’s Registration Statement (File No. 002-16590) on June 12, 2019, and
incorporated herein by reference.
9(y).
Amendment to Foreign Custody Manager Agreement between VAST, Virtus Mutual Funds, VAT, VRT, VVIT, DSE, VGI, ZTR and The Bank of New York
Mellon dated as of September 1, 2019, filed via EDGAR (as Exhibit g.2.g) with Post-Effective Amendment No. 105 (File No. 033-65137) on September 30, 2019, and incorporated herein by
reference.
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9(z).
Amendment to Foreign Custody Manager Agreement between VAST, Virtus Mutual Funds, VAT, VRT, VVIT, DSE, VGI, ZTR and The Bank of New York Mellon
dated as of November 18, 2019, filed via EDGAR (as Exhibit g.2.h) with Post-Effective Amendment No. 109 (File No. 033-65137) on January 22, 2020, and incorporated herein by
reference.
9(aa).
Amendment and Joinder to Foreign Custody Manager Agreement between VAST, Virtus Mutual Funds, VAT, VRT, VVIT, DSE, VGI, ZTR VATS and The
Bank of New York Mellon dated as of August 27, 2020, filed via EDGAR (as Exhibit g.2.i) with Post-Effective Amendment No. 135 to VET’s Registration Statement (File No. 002-16590) on
October 19, 2020, and incorporated herein by reference.
9(bb).
Amendment to Foreign Custody Manager Agreement between VAST, Virtus Mutual Funds, VAT, VRT, VVIT, DSE, VGI, ZTR, VATS and The Bank of New York
Mellon dated as of November 13, 2020, filed via EDGAR (as Exhibit g.2.l) with Post-Effective Amendment No. 136 to VET’s Registration Statement (File No. 002-16590) on December 7,
2020, and incorporated herein by reference.
9(cc).
Amendment to Foreign Custody Manager Agreement between VAST, Virtus Mutual Funds, VAT, Investment Trust, VRT, VST, VVIT, DSE, VGI, ZTR,
VATS, Virtus Artificial Intelligence & Technology Opportunities Fund (f/k/a Virtus AllianzGI Artificial Intelligence & Technology Opportunities Fund) (“AIO” ), Virtus Convertible & Income 2024 Target Term Fund
(f/k/a Virtus AllianzGI Convertible & Income 2024 Target Term Fund) (“CBH” ), Virtus Convertible & Income Fund (f/k/a Virtus AllianzGI Convertible & Income Fund) (“NCV” ), Virtus Convertible &
Income Fund II (f/k/a Virtus AllianzGI Convertible & Income Fund II) (“NCZ II” ), Virtus Diversified Income & Convertible Fund (f/k/a Virtus AllianzGI Diversified Income & Convertible Fund) (“ACV” ),
Virtus Equity & Convertible Income Fund (f/k/a Virtus AllianzGI Equity & Convertible Income Fund) (“NIE” ) and Virtus Dividend, Interest & Premium Strategy Fund (“NFJ” and together with AIO, CBH, NCV,
NCZ II, ACV, and NIE, the “VCEFII” ) and The Bank of New York Mellon dated as of May 7, 2021, filed via EDGAR (as Exhibit g.2.k) with Post-Effective Amendment No. 121 (File
No. 033-65137) on September 27, 2021, and incorporated herein by reference.
9(dd).
Amendment to Foreign Custody Manager Agreement between VAST, Virtus Mutual Funds, VAT, VRT, VVIT, Investment Trust, VST, DSE, VGI, ZTR, VCEFII,
VATS, and The Bank of New York Mellon dated as of July 26, 2021, filed via EDGAR (as Exhibit 9(bb)) to Form N-14 (File No. 333-261341) on November 24,
2021, and incorporated herein by reference.
9(ee).
Amendment and Joinder to Foreign Custody Manager Agreement between VAST, TMF, TMFVL, VEOT, Virtus Mutual Funds, VAT, VRT, VVIT, VATS,
Investment Trust, VST, DSE, VGI, ZTR, VCEFII, and The Bank of New York Mellon dated as of February 12, 2022, filed via EDGAR (as Exhibit g.2.m) with Post-Effective Amendment No. 127 (File
No. 033-65137) on April 5, 2022, and incorporated herein by reference.
9(ff).
Amendment and Joinder to Foreign Custody Manager Agreement between VAST, TMF, TMFVL, VEOT, VAST, Virtus Mutual Funds, VAT, VRT, VVIT,
VATS, Investment Trust, VST, VGI, ZTR, Virtus Stone Harbor Emerging Markets Income Fund (“EDF” ), Virtus Stone Harbor Emerging Markets Total Income Fund (“EDI” ) (VGI, ZTR, EDF and EDI, the
“Closed-End No. 033-65137) on April 5, 2022, and incorporated herein by reference.
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9(gg).
Amendment and Joinder to Foreign Custody Manager Agreement between VAST, TMF, TMFVL, VEOT, Virtus Mutual Funds, VAT, VRT, VVIT, VATS, Investment
Trust, VST, Closed-End Funds, VCEFII and The Bank of New York Mellon dated as of September 30, 2022, filed via EDGAR (as Exhibit g.2.o) with Post-Effective Amendment No. 52 to VAST’s
Registration Statement (File No. 333-191940) on December 12, 2022, and incorporated herein by reference.
10(a).
Class12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act” ), effective June 333-08045) on June
10(b).
Amendment No.12b-1 under the 1940 Act, effective July
333-08045) on February
10(c).
Class12b-1 under the 1940 Act, effective June 333-08045) on June
10(d).
Amended and Restated Plan Pursuant to Rule 18f-3 under the 1940 Act effective as of May 333-191940) on May
11.
Opinion and consent of Jennifer Fromm, Esq., filed via EDGAR (as Exhibit 11) with VAT’s Form N-14 (File No. 333-275759) on November 28,
2023, and incorporated herein by reference.
12.
*Tax opinions and consents of Dechert LLP filed herewith.
13(a).
Amended and Restated Transfer Agency and Service Agreement between Virtus Mutual Funds, VAST, VAT, VRT and Virtus Fund Services, LLC (“Virtus
Fund Services” ) dated September 002-16590) on November
13(b).
Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VP Distributors (since
assigned to Virtus Fund Services) and BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon” ), dated April 033-64915) on April
13(c).
Adoption and Amendment Agreement among Virtus Mutual Funds, VAST, Virtus Fund Services and BNY Mellon dated as of MarchPre-Effective Amendment No.
333-191940) on April
C-9
13(d).
Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAST,
Virtus Fund Services and BNY Mellon dated as of August 333-191940) on September
13(e).
Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAST,
Virtus Fund Services and BNY Mellon dated as of June 033-65137) on
January
13(f).
Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAST,
Virtus Fund Services and BNY Mellon dated as of November 033-65137) on
January
13(g).
Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAST, Virtus
Fund Services and BNY Mellon dated as of May 333-191940) on June
13(h).
Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAST, VRT,
Virtus Fund Services and BNY Mellon, dated as of December 033-80057) on January
13(i).
Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAST,
VRT, Virtus Fund Services and BNY Mellon, dated as of February 002-16590) on July
13(j).
Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAST,
VRT, Virtus Fund Services and BNY Mellon, dated as of February 002-16590) on December
13(k).
Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAT,
VAST, VRT, Virtus Fund Services and BNY Mellon, dated as of September 002-16590) on December
13(l).
Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAT,
VAST, VRT, Virtus Fund Services and BNY Mellon, dated as of January 002-16590) on December
C-10
13(m).
Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAT,
VAST, VRT, Virtus Fund Services and BNY Mellon, dated as of September 002-16590) on November
13(n).
Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAT,
VAST, VRT, Virtus Fund Services and BNY Mellon, dated as of December 002-16590) on January
13(o).
Form of Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds,
VAT, VAST, VRT, Virtus Fund Services and BNY Mellon, dated as of March 333-08045) on April
13(p).
Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAT,
VAST, VRT, Virtus Fund Services and BNY Mellon, dated as of May 002-16590) on June
13(q).
Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAT,
VAST, VRT, Virtus Fund Services and BNY Mellon, dated as of September 033-65137)
on September
13(r).
Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAT,
VAST, VRT, Virtus Fund Services and BNY Mellon, dated as of November 033-65137)
on January
13(s).
Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAT,
VAST, VRT, Virtus Fund Services and BNY Mellon, dated as of August 002-16590) on September
13(t).
Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAT,
VAST, VRT, Virtus Fund Services and BNY Mellon, dated as of November 002-16590) on December
C-11
13(u).
Adoption Agreement and Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus
Mutual Funds, VAT, VAST, VRT, Investment Trust, VST, Virtus Fund Services and BNY Mellon, dated as of June 002-16590) on August
13(v).
Amendment to Sub-Transfer and Shareholder Services Agreement among VAST, Virtus Mutual Funds, VAT,
VRT, Investment Trust, VST, Virtus Fund Services and BNY Mellon, dated as of AugustN-14 (File No. 333-261341) on November
13(w).
Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds,
VAT, VAST, VRT, Investment Trust, VST, Virtus Fund Services and BNY Mellon, dated as of December 033-65137) on December
13(x).
Adoption Agreement and Amendment to Sub-Transfer Agency and Shareholder Services Agreement among TMF,
VEOT, Virtus Mutual Funds, VAT, VAST, VRT, Investment Trust, VST, Virtus Fund Services and BNY Mellon, dated as of January 333-191940) on February
13(y).
Amendment to Sub-Transfer Agency and Shareholder Services Agreement among TMF, VEOT, Virtus Mutual
Funds, VAT, VAST, VRT, Investment Trust, VST, Virtus Fund Services and BNY Mellon, dated as of February 033-65137) on April
13(z).
Amendment to Sub-Transfer Agency and Shareholder Services Agreement among TMF, VEOT, Virtus Mutual Funds,
VAT, VAST, VRT, Investment Trust, VST, Virtus Fund Services and BNY Mellon, dated as of September 033-65137) on September
13(aa).
Amendment to Sub-Transfer Agency and Shareholder Services Agreement among TMF, VEOT, Virtus Mutual Funds,
VAT, VAST, VRT, Investment Trust, VST, Virtus Fund Services and BNY Mellon, dated as of May 033-65137) on September
13(bb).
Amended and Restated Administration Agreement between Virtus Mutual Funds, VRT and VP Distributors (since assigned to Virtus Fund Services), effective
as of January 033-65137) on January
C-12
13(cc).
First Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds, VRT and VP Distributors (since assigned to Virtus Fund
Services), effective as of April 033-65137) on January
13(dd).
Second Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds, VRT and VP Distributors (since assigned to Virtus Fund
Services), effective as of June 033-65137) on January
13(ee).
Third Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds, VRT and VP Distributors (since assigned to Virtus Fund
Services), effective as of September 033-65137) on January
13(ff).
Fourth Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds, VRT and VP Distributors (since assigned to Virtus
Fund Services), effective as of January 033-65137) on January
13(gg).
Fifth Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds, VRT and VP Distributors (since assigned to Virtus
Fund Services), effective as of March 033-65137) on January
13(hh).
Sixth Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds, VRT and VP Distributors (since assigned to Virtus
Fund Services), effective as of August 033-65137) on January
13(ii).
Seventh Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds and VP Distributors (since assigned to Virtus
Fund Services), effective as of December 033-65137) on January
13(jj).
Eighth Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds and Virtus Fund Services, effective as of June
033-65137) on June
13(kk).
Ninth Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds and Virtus Fund Services, effective as of December
033-65137) on January
13(ll).
Tenth Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds and Virtus Fund Services, effective as of November
033-65137) on November
C-13
13(mm).
Eleventh Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds and Virtus Fund Services, effective as of
January 033-65137) on January
13(nn).
Twelfth Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds and Virtus Fund Services, effective as of
March 033-65137) on March
13(oo).
Thirteenth Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds, VRT and Virtus Fund Services, effective as of January
033-80057) on January
13(pp).
Fourteenth Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds, VRT and Virtus Fund Services, effective
as of December 033-65137) on January
13(qq).
Fifteenth Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds, VRT, VAT and Virtus Fund Services, effective
as of June 333-08045) on
June
13(rr).
Sixteenth Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds, VRT, VAT and Virtus Fund Services, effective
as of March 002-16590) on
March
13(ss).
Seventeenth Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds, VAT and Virtus Fund Services, effective
as of May 002-16590) on
June
13(tt).
Eighteenth Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds, VAT and Virtus Fund Services, effective
as of June 002-16590) on
June
C-14
13(uu).
Nineteenth Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds, VAT and Virtus Fund Services, effective
as of November 002-16590) on
November
13(vv).
Twentieth Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds, VAT and Virtus Fund Services, effective as
of December 002-16590) on
December
13(ww).
Twenty-First Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds, VAT and Virtus Fund Services, effective
as of June 033-65137) on June
13(xx).
Twenty-Second Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds, VAT and Virtus Fund Services, effective
as of August 002-16590) on August 2, 2021,
and incorporated herein by reference.
13(yy).
Twenty-Third Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds, VAT and Virtus Fund Services, effective
as of April 033-65137) on April
13(zz).
Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VRT, VP Distributors (since
assigned to Virtus Fund Services) and BNY Mellon, effective as of January 033-64915) on February
13(aaa).
First Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VRT, VP
Distributors (since assigned to Virtus Fund Services) and BNY Mellon, effective as of June 033-64915) on April
13(bbb).
Second Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VRT, VP
Distributors (since assigned to Virtus Fund Services) and BNY Mellon, effective as of September 033-64915) on April
13(ccc).
Third Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VRT, VP
Distributors (since assigned to Virtus Fund Services) and BNY Mellon, effective as of March 033-64915) on April
C-15
13(ddd).
Fourth Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds,
VRT, VP Distributors (since assigned to Virtus Fund Services) and BNY Mellon, effective as of August 033-64915) on April
13(eee).
Fifth Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds,
VP Distributors (since assigned to Virtus Fund Services) and BNY Mellon, effective as of December 033-64915) on April
13(fff).
Sixth Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds,
Virtus Fund Services and BNY Mellon, effective as of June 033-65137) on
June
13(ggg).
Seventh Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, Virtus
Fund Services and BNY Mellon, effective as of December 033-65137) on
January
13(hhh).
Joinder Agreement and Amendment to Sub-Administration and Accounting Services Agreement among Virtus
Mutual Funds, VAST, VVIT, VATS, Virtus Fund Services and BNY Mellon dated FebruaryPre-Effective Amendment No. 333-191940) on March
13(iii).
Joinder Agreement to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VRT,
VVIT, VAST, VATS, Virtus Fund Services and BNY Mellon dated December 033-80057) on January
13(jjj).
Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VVIT,
VRT, VAST, Virtus Fund Services and BNY Mellon dated July 333-191940) on April
13(kkk).
Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VVIT, VRT,
VAST, Virtus Fund Services and BNY Mellon dated April, 2017, filed via EDGAR (as Exhibit h.4.k) with Post-Effective Amendment No. 002-16590) on July
13(lll).
Joinder Agreement and Amendment to Sub-Administration and Accounting Services Agreement among Virtus
Mutual Funds, VVIT, VRT, VAST, VAT, Virtus Fund Services and BNY Mellon dated September 002-16590) on December
C-16
13(mmm).
Form of Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds,
VVIT, VRT, VAST, VAT, Virtus Fund Services and BNY Mellon dated DecemberN-14 (File
No. 333-228766) on December
13(nnn).
Form of Amendment to Sub-Administration Agreement and Accounting Services Agreement among Virtus Mutual
Funds, VVIT, VRT, VAST, VAT, Virtus Fund Services and BNY Mellon dated March 033-05033) on April
13(ooo).
Amendment to Sub-Administration Agreement and Accounting Services Agreement among Virtus Mutual Funds,
VVIT, VRT, VAST, VAT, Virtus Fund Services and BNY Mellon dated May 002-16590) on June
13(ppp).
Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VVIT,
VRT, VAST, VAT, Virtus Fund Services and BNY Mellon dated September 033-65137)
on September
13(qqq).
Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VVIT,
VRT, VAST, VAT, Virtus Fund Services and BNY Mellon dated November 033-65137)
on January
13(rrr).
Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VVIT,
VRT, VAST, VAT, VATS, Virtus Fund Services and BNY Mellon dated August 002-16590) on September
13(sss).
Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VVIT,
VRT, VAST, VAT, VATS, Virtus Fund Services and BNY Mellon dated November 002-16590) on December
13(ttt).
Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VVIT,
VRT, VAST, VAT, VATS, Virtus Fund Services and BNY Mellon dated December 033-65137) on January
C-17
13(uuu).
Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VVIT,
VRT, VAST, VAT, VATS, Investment Trust, VST, Virtus Fund Services and BNY Mellon dated May 033-65137) on September
13(vvv).
Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VVIT,
VRT, VAST, VAT, VATS, Investment Trust, VST, Virtus Fund Services and BNY Mellon dated July 033-65137) on September
13(www).
Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VVIT, VRT,
VAST, VAT, VATS, Investment Trust, VST, TMF, TMFVL, VEOT, Virtus Fund Services and BNY Mellon dated February 333-191940) on February
13(xxx).
Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VAST,
VVIT, VRT, VAT, VATS, Investment Trust, VST, TMF, TMFVL, VEOT, Virtus Fund Services and BNY Mellon dated as of April 033-05033) on April
13(yyy).
Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VAST,
VVIT, VRT, VAT, VATS, Investment Trust, VST, TMF, TMFVL, VEOT, Virtus Fund Services and BNY Mellon dated as of September 033-36528) on October
13(zzz).
Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VAST, VVIT,
VRT, VAT, VATS, Investment Trust, VST, TMF, TMFVL, VEOT, AlphaSimplex Managed Futures Strategy Cayman Fund, AlphaSimplex Global Alternatives Cayman Ltd., Virtus Fund Services and BNY Mellon dated as of May 033-65137) on September
13(aaaa).
Fifteenth Amended and Restated Expense Limitation Agreement between Registrant and the Adviser, effective as of January
1, 2024, filed via EDGAR (as Exhibit 13(aaaa)) with Registration Statement (File No. 333-275759) on Form N-14 (File No. 333-275759) on January 25, 2024, and incorporated by reference.
13(bbbb).
Sixteenth Amended and Restated Expense Limitation Agreement between Registrant and the Adviser, effective as of February
23, 2024, filed via EDGAR (as Exhibit 13(bbbb)) with Registration Statement (File No. 333-275759) on Form N-14 (File No. 333-275759) on January 25, 2024, and incorporated by reference.
13(cccc).
Seventeenth Amended and Restated Expense Limitation Agreement between Registrant and the Adviser, effective as of March
8, 2024, filed via EDGAR (as Exhibit 13(cccc)) with Registration Statement (File No. 333-275759) on Form N-14 (File No. 333-275759) on January 25, 2024, and incorporated by reference.
13(dddd).
Form of Indemnification Agreement with each Trustee of Registrant, effective as of October 033-65137) on January
C-18
13(eeee).
Form of Joinder Agreement and Amendment to the Indemnification Agreement with George R. Aylward, Philip R. McLoughlin, Geraldine M. McNamara,
James M. Oates (since retired), Richard E. Segerson (since retired) and Ferdinand L.J. Verdonck (since retired), effective as of January 18, 2017, filed via EDGAR (as Exhibit h.7.a) with Post-Effective Amendment No. 26 (File No. 333-08045) on June 22, 2017, and incorporated herein by reference.
13(ffff).
Form of Joinder Agreement and Amendment to the Indemnification Agreement with Thomas J. Brown (since retired), Donald C. Burke, Roger A.
Gelfenbien (since retired), John R. Mallin, and Hassell H. McClellan (since retired), effective as of February 27, 2017, filed via EDGAR (as Exhibit h.7.b) with Post-Effective Amendment No. 26 (File
No. 333-08045) on June 22, 2017, and incorporated herein by reference.
13(gggg).
Form of Indemnification Agreement with Sidney E. Harris and Connie D. McDaniel, effective as of July
17, 2017, filed via EDGAR (as Exhibit h.9) with Post-Effective Amendment No. 112 to VET’s Registration Statement (File No. 002-16590) on July 26, 2017, and incorporated herein by
reference.
13(hhhh).
Form of Indemnification Agreement with R. Keith Walton and Brian T. Zino, effective as of January
1, 2020, filed via EDGAR (as Exhibit h.10) with Post-Effective Amendment No. 109 to VOT’s Registration Statement (File No. 033-65137) on January 22, 2020, and incorporated herein by reference.
13(iiii).
Form of Indemnification Agreement with Sarah E. Cogan, Deborah A. DeCotis and F. Ford Drummond, effective as of July
1, 2022, filed via EDGAR (as Exhibit h.13) with Post-Effective Amendment No. 128 to VOT’s Registration Statement (File No. 033-65137) on September
27, 2022, and incorporated herein by reference.
14.
Consent of Independent Registered Public Accounting Firm filed via EDGAR (as Exhibit 14) with Registration Statement on Form N-14 (File No.
333-275759) on January 25, 2024, and incorporated by reference.
15.
Not applicable.
16(a).
Power of Attorney for George R. Aylward, Donald C. Burke, Sarah E. Cogan, Deborah A. DeCotis, F. Ford Drummond, Sidney E. Harris, John R. Mallin,
Connie D. McDaniel, Philip R McLoughlin, Geraldine M. McNamara, R. Keith Walton and Brian T. Zino for Virtus Seix High Income Fund reorganization filed via EDGAR (as Exhibit 16(a)) with VAT’s Form N-14 (File No. 333-275759) on November 28,
2023, and incorporated herein by reference.
16(b).
Power of Attorney for Donald C. Burke, Sarah E. Cogan, Deborah A. DeCotis, F. Ford Drummond, Sidney E. Harris, John R. Mallin, Connie D. McDaniel,
Philip R McLoughlin, Geraldine M. McNamara, R. Keith Walton and Brian T. Zino for Virtus Seix High Yield Income Fund reorganization filed via EDGAR (as Exhibit 16(b)) with VAT’s Form N-14 (File No. 333-275759) on November 28, 2023, and
incorporated herein by reference.
17.
Not applicable.
(1)
The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the
use of a prospectus that is a part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, the reoffering prospectus will contain the information
called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
C-19
(2)
The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be
filed as a part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new
Registration Statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
C-20
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant
certifies that it meets all of the requirements for effectiveness of this amendment to the registration statement under Rule 485(b) of the Securities Act of 1933, as amended, and has duly caused this amendment to the registration statement to be
signed on its behalf by the undersigned, duly authorized, in the City of Hartford and the State of Connecticut on the 25th day of March, 2024.
Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to the
registration statement has been signed below by the following persons in the capacities indicated on the 25th day of March, 2024.
Signatures
Title
/s/ George R. Aylward
President (Principal Executive Officer) and Trustee
George R. Aylward
/s/ W. Patrick Bradley
Chief Financial Officer and Treasurer
W. Patrick Bradley
(Principal Financial and Accounting Officer)
*
Trustee
Donald C. Burke
*
Trustee
Sarah E. Cogan
*
Trustee
Deborah A. DeCotis
*
Trustee
F. Ford Drummond
*
Trustee
Sidney E. Harris
*
Trustee
John R. Mallin
*
Trustee
Connie D. McDaniel
*
Trustee & Chairman
Philip R. McLoughlin
*
Trustee
Geraldine M. McNamara
*
Trustee
R. Keith Walton
*
Trustee
Brian T. Zino
C-21
EXHIBIT INDEX
C-22
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