As filed with the Securities and Exchange Commission
on September 23, 2026
1933 Act Registration No. 333-292780
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-14
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
| |
o |
Pre-Effective |
x |
Post-Effective |
|
| |
|
Amendment No. |
|
Amendment No. 2 |
|
VIRTUS ASSET 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 S. Fromm, Esq.
Chief Legal Officer
Virtus Asset Trust
One Financial Plaza
Hartford, Connecticut 06103
(Name and Address of Agent for Service)
Copies of All Correspondence to:
Mark D. Perlow Esq.
Dechert LLP
45 Fremont Street, 26th Floor
San Francisco, CA 94105
It is proposed that this filing will become effective immediately upon
filing pursuant to paragraph 485(b).
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 is being filed solely for the purpose
of filing the final tax opinions as Exhibits 12(a) and 12(b) to the Registration Statement on Form N-14 (File No. 333-292780), supporting
the tax matters and consequences to shareholders in connection with the reorganization of Virtus Seix Tax-Exempt Bond Fund, a series of
Virtus Opportunities Trust, and Virtus Seix High Grade Municipal Bond Fund, a series of Virtus Asset Trust, into Virtus Seix Investment
Grade Tax-Exempt Bond Fund, a separate 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 on Form N-14 on April 22, 2026
(Accession No. 0000930413-26-001169). Part
B is incorporated herein by reference to the definitive Information Statement/Prospectus and the definitive Statement of Additional Information
filed on Form N-14 on April 22, 2026 (Accession No. 0000930413-26-001169).
VIRTUS
ASSET TRUST
PART
C
OTHER
INFORMATION
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.u. 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 13.a.
The Trust has entered into Indemnification Agreements with each trustee, the form of which is incorporated herein by reference to Exhibits
13.jjjj through 13.oooo 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.
Section
17(i) of the Investment Company Act of 1940, as amended, requires that no contract or agreement under which any person undertakes to act
as investment adviser of, or principal underwriter for, a registered investment company contain any provision which protects or purports
to protect such person against any liability to such company or its security holders to which he would otherwise be subject by reason
of willful misfeasance, bad faith, or gross negligence, in the performance of his duties, or by reason of his reckless disregard of his
obligations and duties under such contract or agreement. Therefore, to the extent that any contract or agreement with the Registrant’s
investment adviser or principal underwriter would be interpreted as providing an impermissible limitation of liability of this nature,
such limitation will not be enforceable.
In
addition, Article VII sections 2 and 3 of the Registrant’s Agreement and Declaration of Trust incorporated herein by reference to
Exhibit 1, 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
VI of the Registrant’s Bylaws incorporated herein by reference to Exhibits 2.a and 2.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 VIA, the Registrant’s Trustees, and other registered investment management companies managed by
VIA 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.
| 4. | Form of 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(c). | Transfer
and Assumption Agreement dated January 1, 2025, by and among Registrant, Virtus Investment Advisers, LLC (the “Adviser”),
and Capital
Advisers with respect to the Investment Advisory Agreement dated as of June 12, 2017, as amended, filed via EDGAR (as Exhibit
d.1.b) with Post-Effective Amendment No. 48 (File No. 333-08045) on April 23, 2025, and incorporated herein by reference. |
| 6(i). | Subadvisory
Agreement dated June 21, 2017, among the Adviser, Seix Investment Advisors LLC (n/k/a Seix Investment Advisors)(“Seix”) and
Registrant, on behalf of Virtus Seix Core Bond Fund, Virtus Seix Corporate Bond Fund (since liquidated) , Virtus Seix Floating Rate High
Income Fund, Virtus Seix High Grade Municipal Bond Fund, Virtus Seix High Income Fund (since reorganized into Virtus Seix High Yield Bond
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 (since reorganized into
Virtus Seix U.S. Government Securities Ultra-Short Bond Fund) (collectively , the “Seix Funds”) filed via EDGAR (as Exhibit
d.3) with Post-Effective Amendment No. 26 (File No. 333-08045) on June 22, 2017, and incorporated herein by reference. |
| 6(l). | Subadvisory
Agreement dated June 20, 2017, among the Adviser, Silvant Capital Management LLC (“Silvant”) and Registrant, on behalf of
Virtus Silvant
Large-Cap Growth Stock Fund and Virtus Silvant Small-Cap Growth Stock Fund (since liquidated)(collectively , the “Silvant Funds”)
filed via EDGAR (as Exhibit d.4) with Post-Effective Amendment No. 26 (File No. 333-08045) on June 22, 2017, and incorporated herein by
reference. |
| | |
| 6(m). | Transfer
and Assumption Agreement dated January 1, 2025, by and among Registrant, the Adviser and Silvant with respect to the subadvisory
agreement with Silvant dated as of June 20, 2017, on behalf of the Silvant Funds, filed via EDGAR (as Exhibit d.4.a) with Post-Effective
Amendment No. 48 (File No. 333-08045) on April 23, 2025, 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(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. 119 (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. |
| 9(r). | Amendment
and Joinder to Custody Agreement between TMF, TMFVL, VAST, VEOT, VET, VOT, VRT, VAT, VVIT, VATS, Investment Trust,
VST, Leveraged Loan Fund, AlphaSimplex Managed Futures Strategy Cayman Fund Ltd., AlphaSimplex Global Alternatives Cayman
Fund Ltd., and the Bank of New York Mellon dated as of May 19, 2023, filed via EDGAR (as Exhibit g.1.q) with Post-Effective
Amendment No.
142 (File No. 002-16590) on January 23, 2024, and incorporated herein by reference. |
| 9(s). | Amendment
to Custody Agreement between TMF, TMFVL, VAST, VEOT, VET, VOT, VRT, VAT, VVIT, VATS, Investment Trust, VST, Leveraged
Loan Fund, AlphaSimplex Managed Futures Strategy Cayman Fund Ltd., AlphaSimplex Global Alternatives Cayman Fund Ltd.,
and The Bank of New York Mellon dated as of December 1, 2024, filed via EDGAR (as Exhibit g.1.r) with Pre-Effective Amendment
No. 1 to Virtus
Managed Account Completion Shares (MACS) Trust (“MACS”) Registration Statement (File No. 333-280702) on December
27, 2024, and incorporated herein by reference. |
| 9(t). | Form
of Amendment to Custody Agreement between TMF, TMFVL, VAST, VEOT, VET, VOT, VRT, VAT, VVIT, VATS, Investment Trust,
VST, Leveraged Loan Fund, AlphaSimplex Managed Futures Strategy Cayman Fund Ltd., AlphaSimplex Global Alternatives Cayman
Fund Ltd., and The Bank of New York Mellon filed via EDGAR (as Exhibit g.1.s) with Pre-Effective Amendment No. 1 to MACS
Registration Statement (File No. 333-280702) on December 27, 2024, and incorporated herein by reference. |
| 9(u). | Amendment
to Custody Agreement among TMF, TMFVL, VAST, VEOT, VET, VOT, VRT, VAT, VVIT, VATS, Investment Trust, VST, MACS,
Virtus Global Credit Opportunities Fund (“GCO”) , Leveraged Loan Fund, AlphaSimplex Managed Futures Strategy Cayman Fund
Ltd., AlphaSimplex
Global Alternatives Cayman Fund Ltd., and The Bank of New York Mellon dated March 31, 2025, filed via EDGAR
(as Exhibit j.1.t) to GCO’s Pre-Effective Amendment No. 1 (File No. 333-284056) on March 10, 2025,
and incorporated herein by reference. |
| 9(z). | 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(aa). | 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(bb). | 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(cc). | 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. |
| 9(dd). | 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(ee). | 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(ff). | 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(gg). | 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 to VOT’s Registration Statement (File No. 033-65137) on
September 27, 2021, and incorporated
herein by reference. |
| 9(hh). | 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(ii). | 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(jj). | Amendment
and Joinder to Foreign Custody Manager Agreement between TMF, TMFVL, VEOT, VAST, Virtus Mutual Funds, VAT, VRT, VVIT,
VATS, Investment Trust, VST, Closed-End Funds, VCEFII and The Bank of New York Mellon dated as of April 4, 2022, filed via
EDGAR
(as Exhibit g.2.n) with Post-Effective Amendment No. 127 to VOT’s Registration Statement (File No. 033-65137) on April 5,
2022,
and incorporated herein by reference. |
| 9(kk). | 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. |
| 9(ll). | Amendment
and Joinder to Foreign Custody Agreement between VAST, TMF, TMFVL, VEOT, Virtus Mutual Funds, VAT, VRT, VVIT, VATS,
Investment Trust, VST, Closed-End Funds, VCEFII, AlphaSimplex Managed Futures Strategy Cayman Fund Ltd., AlphaSimplex Global
Alternatives Cayman Fund Ltd., and the Bank of New York Mellon dated as of May 19, 2023, filed via EDGAR (as Exhibit g.2.p)
with
Post-Effective Amendment No. 142 to VET’s Registration Statement (File No. 002-16590) on January 23, 2024, and incorporated
herein
by reference. |
| 9(mm). | Form
of Amendment and Joinder to Foreign Custody Agreement between VAST, TMF, TMFVL, VEOT, VET, VOT, VAT, VRT, VVIT, VATS,
Investment Trust, VST, Closed-End Funds, VCEFII, AlphaSimplex Managed Futures Strategy Cayman Fund Ltd., AlphaSimplex Global
Alternatives Cayman Fund Ltd., MACS, and the Bank of New York Mellon dated as of December 23, 2024, filed via EDGAR (as Exhibit
g.2.q) with Pre-Effective Amendment No. 1 to MACS Registration Statement (File No. 333-280702) on December 27, 2024, and incorporated
herein by reference. |
| 9(nn). | Amendment
and Joinder to Foreign Custody Agreement among VAST, TMF, TMFVL, VEOT, VET, VOT, VAT, VRT, VVIT, VATS, Investment
Trust, VST, Closed-End Funds, VCEFII, AlphaSimplex Managed Futures Strategy Cayman Fund Ltd., AlphaSimplex Global Alternatives
Cayman Fund Ltd., MACS, GCO, and the Bank of New York Mellon effective March 31, 2025, filed via EDGAR (as Exhibit j.2.r)
with GCO’s Pre-Effective Amendment No. 1 (File No. 333-284056) on March 10, 2025, and incorporated herein by reference. |
| 13(a). | Form
of Transfer Agency and Service Agreement between VET, VOT, VAST, VAT, VRT, and Virtus Fund Services, LLC (“Virtus Fund
Services”)
dated September 20, 2018, filed via EDGAR (as Exhibit h.1) with Post-Effective Amendment No. 134 to VOT’s Registration
Statement
(File No. 033-65137) on September 25, 2024, and incorporated herein by reference. |
| 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 9, 2021, filed via EDGAR (as Exhibit h.2.r)
with Post-Effective
Amendment No. 139 to VET’s Registration Statement (File No. 002-16590) on August 2, 2021, and incorporated herein
by reference. |
| 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 August 2, 2021, filed via EDGAR (as Exhibit 13(v) ) to VOT’s Form N-14 (File No.
333-261341)
on November 24, 2021, and incorporated herein by reference. |
| 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 1, 2021, filed via EDGAR (as Exhibit h.2.u) with Post-Effective
Amendment
No. 122 to VOT’s Registration Statement (File No. 033-65137) on December 6, 2021, and incorporated herein by reference. |
| 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 12, 2022, filed via EDGAR
(as Exhibit h.2.v) with Post-Effective Amendment No. 45 to VAST’s Registration Statement (File No.
333-191940) on February 24, 2022, and
incorporated herein by reference. |
| 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 24, 2022, filed via EDGAR (as Exhibit h.2.w) with Post-Effective
Amendment No. 127 (File No. 033-65137) on April 5, 2022, and incorporated herein by reference. |
| 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 1, 2022, filed via EDGAR (as Exhibit h.2.x) with Post-Effective
Amendment No. 128 (File No. 033-65137) on September 27, 2022, and incorporated herein by reference. |
| 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 19, 2023, filed via EDGAR (as Exhibit h.2.y ) with Post-Effective
Amendment No. 130 (File No. 033-65137) on September 26, 2023, and incorporated herein by reference. |
| 13(bb). | Form
of 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 December 1, 2024, filed via EDGAR (as Exhibit h.2.z)
with
Post-Effective Amendment No. 134 to VOT’s Registration Statement (File No. 033-65137) on September 25, 2024, and incorporated
herein
by reference. |
| 13(cc). | Form
of Amendment to Sub-Transfer Agency and Shareholder Services Agreement among TMF, VEOT, VET, VOT, VAT, VAST, VRT, Investment
Trust, VST, MACS, Virtus Fund Services and BNY Mellon dated December 23, 2024 filed via EDGAR (as Exhibit h.2.aa) with
Pre-Effective Amendment No. 1 to MACS Registration Statement (File No. 333-280702) on December 27, 2024, and incorporated herein
by reference. |
| 13(dd). | Amendment
to Sub-Transfer Agency and Shareholder Services Agreement among TMF, VEOT, VET, VOT, VAT, VAST, VRT, Investment Trust,
VST, MACS, Virtus Fund Services, GCO and BNY Mellon, dated as of March 31, 2025, filed via EDGAR (as Exhibit h.2.bb) with Post-Effective
Amendment No. 222 to Investment Trust’s Registration Statement (File No. 033-64915) on June 18, 2025, and incorporated
herein
by reference. |
| 13(lll). | 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 10, 2015, filed via EDGAR (as Exhibit h.4.i) with Post-Effective Amendment No.
35
to VRT’s Registration Statement (File No. 033-80057) on January 8, 2016, and incorporated herein by reference. |
| 13(uuu). | 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 27, 2020, filed via EDGAR (as Exhibit h.4.r) with Post-Effective Amendment No. 133
to VET’s Registration Statement (File No. 002-16590) on September 23, 2020, and incorporated herein by reference. |
| 13(vvv). | 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 16, 2020, filed via EDGAR (as Exhibit h.4.s) with Post-Effective Amendment No.
136
to VET’s Registration Statement (File No. 002-16590) on December 7, 2020, and incorporated herein by reference. |
| 13(www). | 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 1, 2020, filed via EDGAR (as Exhibit h.4.t) with Post-Effective Amendment No. 116
to VOT’s Registration Statement (File No. 033-65137) on January 25, 2021, and incorporated herein by reference. |
| 13(xxx). | 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 19, 2021, filed via EDGAR (as Exhibit h.4.u) with Post-Effective
Amendment No. 121 to VOT’s Registration Statement (File No. 033-65137) on September 24, 2021, and incorporated herein by
reference. |
| 13(yyy). | 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 30, 2021, filed via EDGAR (as Exhibit h.4.v) with Post-Effective
Amendment No. 121 to VOT’s Registration Statement (File No. 033-65137) on September 24, 2021, and incorporated herein by
reference. |
| 13(zzz). | 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 12, 2022, filed via EDGAR (as Exhibit
h.4.w) with Post-Effective Amendment No. 45 to VAST’s Registration Statement (File No. 333-191940) on February 24, 2022, and
incorporated
herein by reference. |
| 13(aaaa). | 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 8, 2022, filed via EDGAR (as Exhibit
h.3.x) with Post-Effective Amendment No. 90 to VVIT’s Registration Statement (File No. 033-05033) on April 21, 2022, and
incorporated
herein by reference. |
| 13(bbbb). | 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 15, 2022, filed via EDGAR
(as Exhibit h.3.y ) with Post-Effective Amendment No. 219 (File No. 033-36528) on October
26, 2022, and incorporated herein by reference. |
| 13(cccc). | 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 19, 2023, filed via EDGAR (as Exhibit h.4.z) with Post-Effective
Amendment
No. 130 to VOT’s Registration Statement (File No. 033-65137) on September 26, 2023, and incorporated herein by reference. |
| 13(dddd). | Amendment
to Sub-Administration and Accounting Services Agreement among VET, VOT, VAST, VVIT, VRT, VAT, 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 15, 2024 filed via EDGAR (as Exhibit h.4.aa) with Post-Effective Amendment No.
134
(File No. 033-65137) on September 25, 2024, and incorporated herein by reference. |
| 13(eeee). | Amendment
to Sub-Administration and Accounting Services Agreement (Tailored Shareholder Reports) among VET, VOT, 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 31, 2024, filed via EDGAR (as Exhibit h.4.aa.1)
with
Post-Effective Amendment No. 221 to VIT’s Registration Statement (File No. 033-36528) on October 24, 2024, and incorporated
herein
by reference. |
| 13(ffff). | Form
of Amendment to Sub-Administration and Accounting Services Agreement among VET, VOT, VAST, VVIT, VRT, VAT, Investment Trust,
VST, TMF, TMFVL, VEOT, AlphaSimplex Managed Futures Strategy Cayman Fund, AlphaSimplex Global Alternatives Cayman Ltd.,
VFS and BNY Mellon dated as of December 1, 2024 filed via EDGAR (as Exhibit h.4.bb) with Post-Effective Amendment No. 134 to
VOT’s Registration Statement (File No. 033-65137) on September 25, 2024, and incorporated herein by reference. |
| 13(gggg). | Form
of Amendment to Sub-Administration and Accounting Services Agreement among VET, VOT, VAST, VVIT, VRT, VAT, Investment Trust,
VST, TMF, TMFVL, VEOT, AlphaSimplex Managed Futures Strategy Cayman Fund, AlphaSimplex Global Alternatives Cayman Ltd.,
Virtus Fund Services, MACS and BNY Mellon filed via EDGAR (as Exhibit h.4.dd) with Pre-Effective Amendment No. 1 to MACS Registration
Statement (File No. 333-280702) on December 27, 2024, and incorporated herein by reference. |
| 13(hhhh). | Amendment
to Sub-Administration and Accounting Services Agreement among VET, VOT, VAST, VVIT, VRT, VAT, Investment Trust, VST,
TMF, TMFVL, VEOT, AlphaSimplex Managed Futures Strategy Cayman Fund, AlphaSimplex Global Alternatives Cayman Ltd., Virtus
Fund Services, MACS, GCO and BNY Mellon effective March 31, 2025, filed via EDGAR (as Exhibit k.2.ee) with GCO’s Pre-Effective
Amendment No. 1 (File No. 333-284056) on March 10, 2025, and incorporated herein by reference. |
| (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. |
| (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. |
| (3) | The undersigned Registrant agrees to file a post-effective amendment to this Registration
Statement which will include the tax opinion required by Item 12. |
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements
for the effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this Post-Effective No. 2 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 23rd day of September, 2026.
| |
VIRTUS ASSET TRUST |
| |
|
| |
By: |
/s/ George R. Aylward |
| |
Name: |
George R. Aylward |
|
| |
Title: |
President and Chief Executive Officer |
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 23rd day of September, 2026.
| 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 |
|
| F. Ford Drummond |
|
|
|
| |
|
|
|
| * |
|
Trustee & Chair |
|
| Connie D. McDaniel |
|
|
|
| |
|
|
|
| * |
|
Trustee |
|
| R. Keith Walton |
|
|
|
| |
|
|
|
| * |
|
Trustee |
|
| Brian T. Zino |
|
|
|
| * By: |
/s/ George R. Aylward |
|
| |
George R. Aylward |
|
| |
Attorney-in-fact, pursuant to powers of attorney. |
ATTACHMENTS / EXHIBITS
c117802_ex99-12a.htm
c117802_ex99-12b.htm
Tweet
Share
E-mail