Amg Funds Sample Contracts

BLACKROCK RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • February 28th, 2022 • Amg Funds • Delaware

THIS FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of January 19, 2022 (the “Effective Date”), is made by and between each registered open-end investment company (each, a “Registrant”), on behalf of each portfolio series of each such Registrant listed on Schedule A or Schedule B hereto, or if the relevant Registrant has no portfolio series, then the relevant Registrant (as applicable, each an “Acquiring Fund” or “Acquired Fund” pursuant to the applicable schedule), each severally and not jointly.

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TRANSFER AGENCY AND SHAREHOLDER SERVICES AGREEMENT
Transfer Agency and Shareholder Services Agreement • September 28th, 2016 • Amg Funds

This Transfer Agency And Shareholder Services Agreement is made as of July 1, 2016 (“Effective Date”) by and between BNY Mellon Investment Servicing (US) Inc. (“BNYM”), and each of AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and Aston Funds (individually, an “Investment Company”; collectively, the “Investment Companies”), each on its own behalf and on behalf of each of its Portfolios listed on Schedule B. Capitalized terms, and certain noncapitalized terms, not otherwise defined shall have the meanings set forth in Schedule A (Schedule A also contains an index of defined terms providing the location of all defined terms). The term “Agreement” shall mean this Transfer Agency And Shareholder Services Agreement as constituted on the Effective Date, and thereafter as it may be amended from time to time as provided for herein. All references to “Schedule B” herein mean Schedule B attached hereto as constituted on the Effective Date, and thereafter as it may be amended from time to t

investment ADVISORY AGREEMENT
Investment Advisory Agreement • October 30th, 2020 • Advisors' Inner Circle Fund III • Delaware

INVESTMENT ADVISORY AGREEMENT (the “Agreement”) made as of this 30th day of September, 2020, by and between The Advisors’ Inner Circle Fund III (the “Trust”), a Delaware statutory trust registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and Chevy Chase Trust Company (the “Adviser”), a corporation organized under the laws of the State of Maryland, with the Adviser’s principal place of business at 7501 Wisconsin Avenue, 15th Floor, Bethesda, Maryland 20814.

SUBADVISORY AGREEMENT
Subadvisory Agreement • April 30th, 2009 • Managers Amg Funds • Connecticut

The Skyline Special Equities Portfolio (the “Fund”) is a series of a Massachusetts business trust (the “Trust”) that is registered as an investment company under the Investment Company Act of 1940, as amended, (the “Act”), and subject to the rules and regulations promulgated thereunder.

FORM OF SUBADVISORY AGREEMENT
Subadvisory Agreement • June 30th, 2015 • Amg Funds • Massachusetts

AGREEMENT made as of the 30th day of June, 2015, between AMG Funds LLC, a limited liability company organized under the laws of the state of Delaware and having its principal place of business in Norwalk, Connecticut (the “Adviser”) and GW&K INVESTMENT MANAGEMENT, LLC, a limited liability company organized under the laws of the State of Delaware and having its principal place of business at 222 Berkeley Street, Boston, Massachusetts 02116 (the “Subadvisor”).

SUBADVISORY AGREEMENT
Subadvisory Agreement • February 21st, 2023 • Amg Funds • Massachusetts

AGREEMENT made as of the [ ] day of [ ], [ ], between AMG FUNDS LLC, a limited liability company organized under the laws of the state of Delaware and having its principal place of business at 680 Washington Boulevard, Suite 500, Stamford, Connecticut 06901 (the “Adviser”) and GW&K INVESTMENT MANAGEMENT, LLC, a limited liability company organized under the laws of the State of Delaware and having its principal place of business at 222 Berkeley Street, Boston, Massachusetts 02116 (the “Subadviser”).

INTERIM SUBADVISORY AGREEMENT
Interim Subadvisory Agreement • December 7th, 2020 • Amg Funds • Massachusetts

AGREEMENT made as of the 4th day of December, 2020, between AMG FUNDS LLC, a limited liability company organized under the laws of the state of Delaware and having its principal place of business at 600 Steamboat Road, Suite 300, Greenwich, Connecticut 06830 (the “Adviser”) and GW&K INVESTMENT MANAGEMENT, LLC, a limited liability company organized under the laws of the State of Delaware and having its principal place of business at 222 Berkeley Street, Boston, Massachusetts 02116 (the “Subadviser”).

BY-LAWS OF AMG FUNDS Dated as of December 10, 2015
By-Laws • January 28th, 2016 • Amg Funds
LETTER AGREEMENT
Expense Limitation and Recoupment Agreement • December 7th, 2020 • Amg Funds
LETTER AGREEMENT
Expense Limitation and Recoupment Agreement • April 28th, 2014 • Amg Funds
LETTER AGREEMENT
Expense Limitation and Recoupment Agreement • February 28th, 2014 • Managers Amg Funds
LETTER AGREEMENT
Expense Limitation and Recoupment Agreement • August 26th, 2021 • Amg Funds
MANAGERS AMG FUNDS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • December 20th, 2013 • Managers Amg Funds • Massachusetts

THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made this 13th day of December, 2013 by the Trustees hereunder and by the holders of shares of beneficial interest issued hereunder and to be issued hereunder as hereinafter provided, amending and restating the Master Trust Agreement dated June 18, 1999 (the “Original Declaration of Trust”):

FORM OF LETTER AGREEMENT
Expense Limitation and Recoupment Agreement • March 13th, 2015 • Amg Funds
CUSTODY AGREEMENT by and between each of AMG FUNDS AMG FUNDS I AMG FUNDS II AMG FUNDS III ASTON FUNDS and THE BANK OF NEW YORK MELLON
Custody Agreement • September 28th, 2016 • Amg Funds • New York

CUSTODY AGREEMENT, dated as of June , 2016 and effective July 1, 2016 (the “Effective Date”), between each investment company listed on the signature page hereto (each, a “Fund” and collectively, the “Funds”) and THE BANK OF NEW YORK MELLON, a bank organized under the laws of the state of New York (the “Custodian”).

ADMINISTRATION AND SHAREHOLDER SERVICING AGREEMENT
Administration and Shareholder Servicing Agreement • April 18th, 2012 • Managers Amg Funds • New York

AGREEMENT, made as of this day of , 2012 by and between Managers AMG Funds, a Massachusetts business trust (the “Trust”), on behalf of two of its series known as the Yacktman Focused Fund and the Yacktman Fund (each a “Fund,” and collectively the “Funds”), and Managers Investment Group LLC, a limited liability company organized under the laws of the State of Delaware (the “Management Company”).

FORM OF ADMINISTRATION AND SHAREHOLDER SERVICING AGREEMENT
Administration and Shareholder Servicing Agreement • July 8th, 2016 • Amg Funds • New York

AGREEMENT, made as of this 11th day of July, 2016 by and between AMG Funds, a Massachusetts business trust (the “Trust”), on behalf of one of its series known as AMG SouthernSun Global Opportunities Fund (the “Fund”), and AMG Funds LLC, a limited liability company organized under the laws of the State of Delaware (the “Management Company”).

AMENDED AND RESTATED BY-LAWS OF THE MANAGERS AMG FUNDS
By-Laws • April 30th, 2009 • Managers Amg Funds
FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • April 29th, 2011 • Managers Amg Funds • New York

WHEREAS, BNY desires to serve as a Foreign Custody Manager and perform the duties set forth herein on the terms and conditions contained herein;

LETTER AGREEMENT
Expense Limitation and Recoupment Agreement • April 30th, 2015 • Amg Funds
LETTER AGREEMENT
Expense Limitation and Recoupment Agreement • April 26th, 2013 • Managers Amg Funds
AMENDMENT NO. 4 TO TRANSFER AGENCY SERVICES AGREEMENT
Transfer Agency Services Agreement • April 29th, 2008 • Managers Amg Funds

This Amendment No. 4 To Transfer Agency Services Agreement (“Amendment No. 4”), dated as of January 1, 2008, being entered into by and between PFPC Inc. (“PFPC”) and each of the Massachusetts business trusts listed on the signature page to this Amendment No. 4 (the “Trusts”), amends the Transfer Agency Services Agreement, dated as of January 24, 2005, by and between PFPC and the Trusts on an individual basis (“Original Agreement”), as amended by the Section 312 Foreign Financial Institution Amendment, dated as of July 5, 2006, by and between PFPC and the Trusts on an individual basis (“Amendment No. 1”), the Amendment To Transfer Agency Services Agreement, dated as of March 20, 2007, by and between PFPC and the Trusts on an individual basis (“Amendment No. 2”), and the Form 8300, FINCEN Section 314(a) Information Requests and Suspicious Activity Report Amendment, dated as of September 28, 2007, by and between PFPC and the Trusts on an individual basis (“Amendment No. 3”). The Original

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Amended and Restated Distribution Agreement Dated as of September 17, 2015
Distribution Agreement • September 28th, 2015 • Amg Funds • Massachusetts

This AMENDED AND RESTATED DISTRIBUTION AGREEMENT (the “Agreement”), is dated September 17, 2015, between AMG Funds, a Massachusetts business trust (the “Company”), on behalf of each of its series listed on Appendix A (the “Fund” or “Funds”), as Appendix A may be amended from time to time in accordance with Section 13 below, and AMG Distributors, Inc., a Delaware corporation (the “Distributor”). The Company is registered as an investment company under the Investment Company Act of 1940 (the “1940 Act”), and offers for sale shares (the “Shares”) of each Fund, which Shares have been registered under the Securities Act of 1933 (the “1933 Act”), to the public in accordance with the terms and conditions set forth in the prospectuses (each, a “Prospectus”) and statements of additional information (each, a “Statement of Additional Information”) of the Funds included in the Company’s registration statement on Form N-1A (the “Registration Statement”), as such documents may be amended from time t

Amended and Restated Distribution Agreement Dated as of December 4, 2009
Distribution Agreement • April 30th, 2010 • Managers Amg Funds • Connecticut

This AMENDED AND RESTATED DISTRIBUTION AGREEMENT (the “Agreement”), is dated December 4, 2009, between Managers AMG Funds, a Massachusetts business trust (the “Company”), on behalf of each of its series listed on Appendix A (the “Fund” or “Funds”), as Appendix A may be amended from time to time in accordance with Section 12 below, and Managers Distributors, Inc., a Delaware corporation (the “Distributor”). The Company is registered as an investment company under the Investment Company Act of 1940 (the “1940 Act”), and offers for sale shares (the “Shares”) of each Fund, which Shares have been registered under the Securities Act of 1933 (the “1933 Act”), to the public in accordance with the terms and conditions set forth in the Prospectus and Statement of Additional Information (the "Prospectus") of the Funds included in the Company's Registration Statement on Form N-1A, as such documents may be amended from time to time.

LETTER AGREEMENT
Expense Limitation and Recoupment Agreement • April 27th, 2012 • Managers Amg Funds
LETTER AGREEMENT
Expense Limitation and Recoupment Agreement • February 26th, 2021 • Amg Funds
LETTER AGREEMENT
Expense Limitation and Recoupment Agreement • February 27th, 2017 • Amg Funds
TRANSFER AGENCY SERVICES AGREEMENT
Transfer Agency Services Agreement • March 1st, 2005 • Managers Amg Funds

THIS AGREEMENT is made as of , 2004 by and between PFPC INC., a Massachusetts corporation (“PFPC”), and each of the entities listed on Schedule A, attached hereto and as may be amended from time to time and such other entities that may be advised by The Managers Funds LLC after the date of this Agreement (each individually, a “Trust” and collectively, the “Trusts”).

LETTER AGREEMENT
Expense Limitation and Recoupment Agreement • September 28th, 2018 • Amg Funds
LETTER AGREEMENT
Expense Limitation and Recoupment Agreement • February 27th, 2017 • Amg Funds
FORM OF OPINION
Agreement and Plan of Reorganization • October 30th, 2020 • Advisors' Inner Circle Fund III
INTERIM CUSTODY AGREEMENT
Interim Custody Agreement • June 27th, 2012 • Managers Amg Funds • New York

THIS AGREEMENT is made and effective as of the 27 day of June, 2012, by and between MANAGERS AMG FUNDS, a Massachusetts business trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

LETTER AGREEMENT
Expense Limitation and Recoupment Agreement • February 28th, 2012 • Managers Amg Funds
LETTER AGREEMENT
Expense Limitation and Recoupment Agreement • April 30th, 2015 • Amg Funds
AMENDMENT NO. 1 DATED AS OF JULY 1, 2015 TO INVESTMENT MANAGEMENT AGREEMENT DATED AS OF OCTOBER 19, 1999
Investment Management Agreement • September 28th, 2015 • Amg Funds

WHEREAS, AMG FUNDS (formerly, MANAGERS AMG FUNDS), a Massachusetts business trust having its principal place of business in Norwalk, Connecticut (the “Trust”), and AMG FUNDS LLC (formerly, MANAGERS INVESTMENT GROUP LLC, which was formerly THE MANAGERS FUNDS LLC), a limited liability company organized under the laws of the State of Delaware and having its principal place of business in Norwalk, Connecticut (the “Adviser”), entered into an Investment Management Agreement dated as of October 19, 1999 (as amended through the date hereof, the “Investment Management Agreement”);

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