Virtus Opportunities Trust Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • July 20th, 2007 • Stone Harbor Investment Funds • New York

AGREEMENT, dated as of June 26, 2007 between Stone Harbor Investment Funds, a business trust organized and existing under the laws of the Commonwealth of Massachusetts, having its principal office and place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203 (the “Fund”) and The Bank of New York, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).

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Master Custodian Agreement
Master Custodian Agreement • September 28th, 2015 • Stone Harbor Investment Funds • Massachusetts

This Agreement is made as of December 8, 2014 (this “Agreement”), between each management investment company identified on Appendix A and each management investment company which becomes a party to this Agreement in accordance with the terms hereof (in each case, a “Fund”), including, if applicable, each series of the Fund identified on Appendix A and each series which becomes a party to this Agreement in accordance with the terms hereof, in each case, severally and not jointly, and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).

VIRTUS OPPORTUNITIES TRUST Virtus Stone Harbor [_________] Fund FORM OF SUBADVISORY AGREEMENT
Subadvisory Agreement • November 24th, 2021 • Virtus Opportunities Trust • Delaware

Virtus Opportunities Trust (the “Trust”) is an open-end investment company of the series type registered under the Investment Company Act of 1940, as amended (the “Act”), and is subject to the rules and regulations promulgated thereunder. The shares of the Trust are offered or may be offered in several series (sometimes hereafter referred to as the “Series”), including Virtus Stone Harbor [________] Fund.

FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • July 20th, 2007 • Stone Harbor Investment 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;

Exhibit (a) STONE HARBOR INVESTMENT FUNDS AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • March 16th, 2007 • Stone Harbor Investment Funds • Massachusetts

THIS AGREEMENT AND DECLARATION OF TRUST made at Boston, Massachusetts, effective on February 20, 2007, by the Trustees hereunder and by the holders of shares of beneficial interest to be issued hereunder as hereinafter provided:

MANAGEMENT CONTRACT
Management Contract • September 16th, 2016 • Stone Harbor Investment Funds

This Management Contract is dated as of September 16, 2016 between STONE HARBOR INVESTMENT FUNDS, a Massachusetts business trust (the “Trust”), on behalf of its Stone Harbor 500 Plus Fund series (the “Fund”), and STONE HARBOR INVESTMENT PARTNERS LP, a Delaware limited partnership (the “Manager”).

BROKER DEALER SELLING AGREEMENT
Broker Dealer • July 20th, 2007 • Stone Harbor Investment Funds • Colorado

THIS BROKER DEALER SELLING AGREEMENT (“Agreement”) made and entered into between ALPS Distributors, Inc. (“ADI”), a Colorado corporation having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203, and____________________________________, a _________________________ company having its principal place of business ________________________________________________________ (hereinafter “Broker/Dealer”).

VIRTUS OPPORTUNITIES TRUST FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 24th, 2021 • Virtus Opportunities Trust

THIS AGREEMENT, effective as of the [___] day of [_____], 2021 (the “Contract Date”) is by and between Virtus Opportunities Trust, a Delaware statutory trust (the “Trust”), and Virtus Alternative Investment Advisers, Inc., a Massachusetts corporation (the “Adviser”).

DISTRIBUTION AGREEMENT
Distribution Agreement • September 28th, 2012 • Stone Harbor Investment Funds • Massachusetts

AGREEMENT dated as of November 1, 2011, between Stone Harbor Investment Funds (the “Fund”), an open-end, management investment company organized as a Massachusetts business trust, having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado, 80203, on behalf of its series listed in Schedule A (each, a “Portfolio”), and ALPS Distributors, Inc. (the “Distributor”), a Colorado corporation and a registered broker-dealer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Virtus Mutual Funds and Available Share Classes
Virtus Opportunities Trust • November 24th, 2021

*The Virtus KAR Small-Cap Core Fund and the Virtus KAR Small-Cap Growth Fund are no longer available for purchases to new investors, subject to limited exceptions. These funds continue to be available for purchases by existing investors. See the prospectus and SAI for possible exceptions and additional information.

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • July 20th, 2007 • Stone Harbor Investment Funds • New York

This Transfer Agency and Services Agreement (the “Agreement”) made this 21st day of June, 2007, between Stone Harbor Investment Funds, a business trust established under the laws of the Commonwealth of Massachusetts (the “Fund”) and ALPS Fund Services, Inc., a Colorado corporation having its principal office at 1290 Broadway, Suite 1100, Denver, Colorado 80203 (the “Transfer Agent”).

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • June 5th, 2023 • Stone Harbor Investment Funds

THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is made as of this 25th day of March, 2022, by and among Virtus Opportunities Trust, a Delaware statutory trust (the “Acquiring Fund Trust”), on behalf of each of its separate and newly created “shell” series listed on Schedule A to be established by the Acquiring Funds Trust, (each, an “Acquiring Fund” and collectively, the “Acquiring Funds”); and Stone Harbor Investment Funds, a Massachusetts business trust (the “ Acquired Fund Trust”), on behalf of its separate investment series listed on Schedule A (each an “Acquired Fund” and collectively the “Acquired Funds”). Each of Virtus Alternative Investment Advisers, Inc., a Delaware corporation, the investment adviser to the Acquiring Fund (“VAIA”), and Stone Harbor Investment Partners LP, a Delaware limited partnership, the investment adviser to the Acquired Fund (“SHIP”), joins this Agreement solely for purposes of Sections 9.2, 14 and 15. The Acquiring Fund Trust and the Acquired

FUND ACCOUNTING AND ADMINISTRATION AGREEMENT
Fund Accounting and Administration Agreement • July 20th, 2007 • Stone Harbor Investment Funds • Colorado

This Fund Accounting and Administration Agreement (the “Agreement”) made this 21st day of June, 2007, between Stone Harbor Investment Funds (the “Fund”) a business trust organized under the laws of the Commonwealth of Massachusetts (the “Fund”), and ALPS Fund Services, Inc., (“ALPS”) a Colorado corporation.

TRANSFER AGENCY AND SERVICE ASSIGNMENT AGREEMENT
Assignment Agreement • September 28th, 2012 • Stone Harbor Investment Funds

This Transfer Agency and Services Assignment Agreement (the “Assignment Agreement”) made this 19th day of October, 2011, by and between Stone Harbor Investment Funds (the “Trust”), a business trust established under the laws of the Commonwealth of Massachusetts, and ALPS Fund Services, Inc. (“ALPS”), a Colorado corporation.

REPORT MODERNIZATION ADDENDUM to Fund Accounting and Administration Agreement
Administration Agreement • September 28th, 2018 • Stone Harbor Investment Funds • Colorado

This Report Modernization Addendum (this “Addendum”) to the Fund Accounting and Administration Agreement, as amended, is dated as of April 18, 2018 and entered into by and between Stone Harbor Investment Funds, a business trust organized under the laws of the Commonwealth of Massachusetts (the “Fund”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

DISTRIBUTION AGREEMENT
Distribution Agreement • September 28th, 2018 • Stone Harbor Investment Funds • Massachusetts

THIS AGREEMENT (the “Agreement”) is made as of April 16, 2018, between Stone Harbor Investment Funds, a Massachusetts business trust (the “Trust”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

FUND ACCOUNTING AND ADMINISTRATION SERVICES ASSIGNMENT AGREEMENT
Assignment Agreement • September 28th, 2012 • Stone Harbor Investment Funds

This Fund Accounting and Administration Services Assignment Agreement (the “Assignment Agreement”) made this 19th day of October, 2011, by and between Stone Harbor Investment Funds (the “Trust”), a business trust organized under the laws of the Commonwealth of Massachusetts, and ALPS Fund Services, Inc. (“ALPS”), a Colorado corporation.

AMENDMENT TO FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • November 24th, 2021 • Virtus Opportunities Trust

This Amendment (“Amendment”) dated July 26, 2021 (“Effective Date”) is by and between each of Duff & Phelps Select MLP and Midstream Energy Fund Inc., Virtus Alternative Solutions Trust, VATS Offshore Fund, Ltd., Virtus Asset Trust, Virtus Equity Trust, Virtus Global Multi-Sector Income Fund, Virtus Opportunities Trust, Virtus Retirement Trust, Virtus Total Return Fund Inc., Virtus Variable Insurance Trust, Virtus Investment Trust, Virtus Strategy Trust, Virtus AllianzGI Artificial Intelligence & Technology Opportunities Fund, Virtus AllianzGI Convertible & Income 2024 Target Term Fund, Virtus AllianzGI Convertible & Income Fund, Virtus AllianzGI Convertible & Income Fund II, Virtus AllianzGI Diversified Income & Convertible Fund, Virtus AllianzGI Equity & Convertible Income Fund and Virtus Dividend, Interest & Premium Strategy Fund (each, the “Fund” and collectively, the “Funds”) and The Bank of New York Mellon (“BNY Mellon”).

Amendment To Sub-Transfer Agency And Shareholder Services Agreement
Shareholder Services Agreement • November 24th, 2021 • Virtus Opportunities Trust

This Amendment To Sub-Transfer Agency And Shareholder Services Agreement (“Amendment”), dated as of August 2, 2021 (“Effective Date”), is being entered into by and among BNY Mellon Investment Servicing (US) Inc. (“BNYM”), Virtus Fund Services, LLC (“Company”) and each “Fund”, which is hereby defined to mean each investment company listed on the signature page to this Amendment (individually, an “Investment Company”; collectively, the “Investment Companies”), and, to the extent an Investment Company has one or more series listed on Exhibit B to the Amended Agreement (as defined below), each such series of each such Investment Company, each such Investment Company and series in its individual and separate capacity.

FORM OF EXPENSE LIMITATION AGREEMENT VIRTUS OPPORTUNITIES TRUST
Expense Limitation Agreement • November 24th, 2021 • Virtus Opportunities Trust • Delaware

This Expense Limitation Agreement (the “Agreement”), effective as of [_____] [__], [____], by and between Virtus Opportunities Trust, a Delaware statutory trust (the “Registrant”), on behalf of each series of the Registrant listed in Appendix A (each a “Fund” and collectively, the “Funds”) and the Adviser of each of the Funds, Virtus Alternative Investment Advisers, Inc., a Massachusetts corporation (the “Adviser”).

AMENDMENT TO CUSTODY AGREEMENT
Custody Agreement • November 24th, 2021 • Virtus Opportunities Trust

This Amendment (“Amendment”) dated July 26, 2021 (“Effective Date”) is by and among Virtus Alternative Solutions Trust, Virtus Asset Trust, Virtus Equity Trust, Virtus Opportunities Trust, Virtus Retirement Trust, Virtus Variable Insurance Trust, VATS Offshore Fund, Ltd., Virtus Investment Trust and Virtus Strategy Trust (each, the “Fund” and collectively, the “Funds”) and The Bank of New York Mellon (“BNY Mellon”).

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