WELLS FARGO SECURITIES, LLC MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Agreement Among Underwriters • December 21st, 2010 • Stone Harbor Emerging Markets Income Fund • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of July 6, 2009, is by and between Wells Fargo Securities, LLC (“Wells Fargo Securities,” “we” or “us”) and the party named on the signature page hereof (an “Underwriter,” as defined in Section 1.1 hereof, or “you”). From time to time we or one or more of our affiliates may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale of securities (an “Offering”) to which this Master AAU will apply, we will send the information set forth in Section 1.1 hereof to you by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire,” and collectively, an “AAU”), unless you are otherwise deemed to have accep
CUSTODY AGREEMENTCustody Agreement • November 23rd, 2010 • Stone Harbor Emerging Markets Income Fund • New York
AGREEMENT, dated as of , 200 between *, a business trust organized and existing under the laws of the State of ** having its principal office and place of business at *** (the “Fund”) and The Bank of New York Mellon, 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”).
STONE HARBOR EMERGING MARKETS INCOME FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST November 17, 2010Agreement and Declaration of Trust • November 23rd, 2010 • Stone Harbor Emerging Markets Income Fund • Massachusetts
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made this 17th day of November, 2010, by the Trustees hereunder, and by the holders of shares of beneficial interest to be issued hereunder as hereinafter provided, amending and restating the Agreement and Declaration of Trust, as amended, made at Boston, Massachusetts the 10th day of September, 2010, for the purposes of eliminating references to the sole initial trustee, adding Trustees as signatories and making certain other changes hereto.
FORM OF DISTRIBUTION AGREEMENT]Distribution Agreement • August 5th, 2024 • Virtus Stone Harbor Emerging Markets Income Fund • New York
This DISTRIBUTION AGREEMENT (this “Agreement”) made as of [ ], 2024 by and between Virtus Stone Harbor Emerging Markets Income Fund, a Massachusetts business trust (the “Fund”), and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • December 21st, 2010 • Stone Harbor Emerging Markets Income Fund • New York
Reference is made to the Underwriting Agreement dated [—], 2010 (the “Underwriting Agreement”), by and among Stone Harbor Emerging Markets Income Fund (the “Fund”), Stone Harbor Investment Partners LP (the “Investment Manager”) and each of the Underwriters named therein (the “Underwriters”), severally, with respect to the issue and sale of the Fund’s common shares of beneficial interest, par value $0.00001 (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
FUND] Common Shares of Beneficial Interest $25.00 per Share UNDERWRITING AGREEMENTUnderwriting Agreement • December 21st, 2010 • Stone Harbor Emerging Markets Income Fund • New York
SECOND AMENDED AND RESTATED BYLAWS of STONE HARBOR EMERGING MARKETS INCOME FUND (Dated as of January 27, 2021)Bylaws • February 12th, 2021 • Stone Harbor Emerging Markets Income Fund
WELLS FARGO SECURITIES, LLC MASTER SELECTED DEALERS AGREEMENTMaster Selected Dealers Agreement • December 21st, 2010 • Stone Harbor Emerging Markets Income Fund • New York
FOREIGN CUSTODY MANAGER AGREEMENTForeign Custody Manager Agreement • November 23rd, 2010 • Stone Harbor Emerging Markets Income Fund • New York
AGREEMENT made as of , 200 by and between each entity listed on Annex I attached hereto (the “Fund”) and The Bank of New York Mellon (“BNY”).
ADMINISTRATION AGREEMENTAdministration Agreement • March 31st, 2023 • Virtus Stone Harbor Emerging Markets Income Fund • Massachusetts
This Administration Agreement is made effective as of the 11th day of April, 2022, by and between each of Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone Harbor Emerging Markets Total Income Fund (each, the “Fund”) on the one hand, severally and not jointly, and Virtus Fund Services, LLC (the “Administrator”) on the other hand.
MARKETING AND STRUCTURING FEE AGREEMENTFee Agreement • December 21st, 2010 • Stone Harbor Emerging Markets Income Fund • New York
This agreement is between Stone Harbor Investment Partners LP (the “Company”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley”) with respect to Stone Harbor Emerging Markets Income Fund (the “Fund”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • December 21st, 2010 • Stone Harbor Emerging Markets Income Fund • New York
Reference is made to the Underwriting Agreement dated December [ ], 2010 (the “Underwriting Agreement”), by and among Stone Harbor Emerging Markets Income Fund, a Massachusetts business trust (the “Fund”), Stone Harbor Investment Partners LP, a Delaware limited partnership (the “Investment Manager”), and each of the Underwriters named in Exhibit A therein, severally, with respect to the issue and sale of the Fund’s Securities (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
MANAGEMENT CONTRACTManagement Contract • December 21st, 2010 • Stone Harbor Emerging Markets Income Fund • New York
This Management Contract is dated as of December __, 2010 between STONE HARBOR EMERGING MARKETS INCOME FUND, a Massachusetts business trust (the “Fund”), and STONE HARBOR INVESTMENT PARTNERS LP, a Delaware limited partnership (the “Manager”).
AMENDMENT TO CUSTODY AGREEMENTCustody Agreement • March 31st, 2023 • Virtus Stone Harbor Emerging Markets Income Fund
This Amendment (“Amendment”) dated December 1, 2020 (“Effective Date”) is by and between each of Duff & Phelps Select MLP and Midstream Energy Fund Inc. (formerly, Duff & Phelps Select Energy MLP Fund Inc.)(“DSE”), Virtus Total Return Fund Inc. (formerly, Virtus Global Dividend and Income Fund Inc.), and Virtus Global Multi- Sector Income Fund (each, the “Fund” and collectively, the “Funds”) and The Bank of New York Mellon (“BNY Mellon”).
ADVISORY AGREEMENTAdvisory Agreement • February 13th, 2023 • Virtus Stone Harbor Emerging Markets Income Fund
THIS AGREEMENT, effective as of the 11th day of April, 2022"by and between Virtus Stone Harbor Emerging Markets Income Fund, a Massachusetts business trust (the "Fund"), and Virtus Alternative Investment Advisers, Inc., a Connecticut corporation (the "Adviser").
EXPENSE LIMITATION AGREEMENT Virtus Stone Harbor Emerging Markets Income Fund (“EDF” or the “Fund”) Greenfield, MA 01301Expense Limitation Agreement • August 5th, 2024 • Virtus Stone Harbor Emerging Markets Income Fund
Virtus Alternative Investment Advisers, Inc. (“Virtus”) and EDF, as parties to this Expense Limitation Agreement (the “Agreement”), dated as of April 11, 2022, hereby agree as follows:
SUB-ADMINISTRATION SERVICES AGREEMENTSub-Administration Services Agreement • March 31st, 2023 • Virtus Stone Harbor Emerging Markets Income Fund
This Sub-Administration Services Agreement (“Agreement”) is made effective as of April 11, 2022 by and between VIRTUS FUND SERVICES, LLC (“VFS”), a Connecticut corporation and THE BANK OF NEW YORK MELLON, a Massachusetts corporation (“BNY Mellon”).
DISTRIBUTION ASSISTANCE AGREEMENTDistribution Assistance Agreement • November 23rd, 2010 • Stone Harbor Emerging Markets Income Fund
THIS AGREEMENT, dated as of December __, 2010, is entered into by and between, Stone Harbor Emerging Markets Income Fund (the “Fund”), a Massachusetts statutory trust, Stone Harbor Investment Partners LP, a Delaware limited partnership (the “Adviser”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).
AMENDMENT TO CUSTODY AGREEMENTCustody Agreement • March 31st, 2023 • Virtus Stone Harbor Emerging Markets Income Fund
This Amendment ("Amendment") dated November 19, 2019 is by and between each of Duff & Phelps Select MLP and Midstream Energy Fund Inc. (formerly, Duff & Phelps Select Energy MLP Fund Inc.)("DSE"), Virtus Total Return Fund Inc. (formerly, Virtus Global Dividend and Income Fund Inc.), and Virtus Global Multi-Sector Income Fund (each, the "Fund" and collectively, the "Funds") and The Bank of New York Mellon ("BNY Mellon").
Transfer Agency and Service Agreement Between Each of the Virtus Investment Partners Closed-End Investment Companies Listed on Schedule A Attached Hereto and Computershare Trust Company, N.A. and Computershare Inc.Transfer Agency and Service Agreement • March 31st, 2023 • Virtus Stone Harbor Emerging Markets Income Fund • Massachusetts
THIS TRANSFER AGENCY AND SERVICE AGREEMENT, effective as of April 11, 2022 ("Effective Date"), is by and between each of the Virtus Investment Partners closed-end investment companies listed on Schedule A attached hereto, as may be amended from time to time ("Schedule A") (each such investment company, a "Fund"), and Computershare Inc., a Delaware corporation ("Computershare"), and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company ("Trust Company", and together with Computershare, "Agent''), each having a principal office and place of business at 150 Royall Street, Canton, Massachusetts 02021.
MARKETING, ADMINISTRATION, BOOKKEEPING AND PRICING SERVICES AGREEMENTMarketing, Administration, Bookkeeping and Pricing Services Agreement • November 23rd, 2010 • Stone Harbor Emerging Markets Income Fund • Colorado
THIS AGREEMENT is made as of December , 2010, between Stone Harbor Emerging Markets Income Fund (the “Fund”), a Massachusetts statutory trust, and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).
TRANSFER AND ASSUMPTION AGREEMENTTransfer and Assumption Agreement • March 31st, 2023 • Virtus Stone Harbor Emerging Markets Income Fund • Delaware
This Transfer and Assumption Agreement (the “Agreement”) is made as of July 1, 2022 (the “Closing Date”) by and between Seix Investment Advisors LLC (“Seix”, to be known as Virtus Fixed Income Advisers, LLC) and Virtus Alternative Investment Advisers, Inc., a Connecticut corporation (the “Adviser”), on behalf of Virtus Stone Harbor Emerging Markets Income Fund, a Massachusetts business trust (the “Fund” and collectively with the Adviser, the “Transferor”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • March 31st, 2023 • Virtus Stone Harbor Emerging Markets Income Fund • Massachusetts
This Indemnification Agreement (this “Agreement”) is effective as of April 8, 2022, by and between (i) Virtus Stone Harbor Emerging Markets Income Fund, and Virtus Stone Harbor Emerging Markets Total Income Fund (each, the “Fund”), each acting on behalf of itself, and (ii) the trustee/director of the Fund whose name is set forth on the signature page (the “Trustee”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • December 21st, 2010 • Stone Harbor Emerging Markets Income Fund • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of December [—], 2010 between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Stone Harbor Investment Partners LP (“Stone Harbor”).
STONE HARBOR EMERGING MARKETS INCOME FUND Subscription AgreementSubscription Agreement • November 23rd, 2010 • Stone Harbor Emerging Markets Income Fund
This Subscription Agreement made as of November , 2010, by and between Stone Harbor Emerging Markets Income Fund, a Massachusetts business trust (the “Fund”), and Stone Harbor Investment Partners LP (the “Subscriber”).
JOINDER AGREEMENT AND AMENDMENT TO CUSTODY AGREEMENTCustody Agreement • March 31st, 2023 • Virtus Stone Harbor Emerging Markets Income Fund
This Joinder Agreement and Amendment (“Amendment”) dated May 7, 2021 (“Effective Date”) is by and between each of Duff & Phelps Select MLP and Midstream Energy Fund Inc. (formerly, Duff & Phelps Select Energy MLP Fund Inc.) (“DSE”), Virtus Total Return Fund Inc. (formerly, Virtus Global Dividend and Income Fund Inc.), Virtus Global Multi-Sector Income Fund, 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”).
ORGANIZATIONAL AND OFFERING EXPENSES REIMBURSEMENT AGREEMENTOrganizational and Offering Expenses Reimbursement Agreement • November 23rd, 2010 • Stone Harbor Emerging Markets Income Fund
AGREEMENT made this th day of November 2010, by and between STONE HARBOR EMERGING MARKETS INCOME FUND, a Massachusetts business trust (the “Fund”), and STONE HARBOR INVESTMENT PARTNERS LP, a Delaware limited partnership (the “Adviser”).
STONE HARBOR EMERGING MARKETS INCOME FUND AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUSTAmended and Restated Agreement and Declaration of Trust • March 31st, 2023 • Virtus Stone Harbor Emerging Markets Income Fund
The undersigned, being at least a majority of the Trustees of Stone Harbor Emerging Markets Income Fund (the "Trust"), hereby amend the Trust's Amended and Restated Agreement and Declaration of Trust (the "Declaration of Trust"), a copy of which is on file in the office of the Secretary of State of the Commonwealth of Massachusetts, as follows:
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • December 21st, 2010 • Stone Harbor Emerging Markets Income Fund • New York
This agreement is between (including any successor or assign by merger or otherwise, the “Company”) and UBS Securities LLC (“UBS”) with respect to the (the “Fund”).
SERVICE AGREEMENT FOR TRANSFER AGENT SERVICES TO Stone Harbor Emerging Markets Income FundService Agreement for Transfer Agent Services • November 23rd, 2010 • Stone Harbor Emerging Markets Income Fund • New York
THIS SERVICE AGREEMENT FOR TRANSFER AGENT SERVICES (this “Agreement”) between , a corporation (“Client”) and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company (“Agent”), is dated as of .
JOINDER AGREEMENT AND AMENDMENT TO CUSTODY AGREEMENTCustody Agreement • March 31st, 2023 • Virtus Stone Harbor Emerging Markets Income Fund
This Joinder Agreement and Amendment (“Amendment”) dated April 11, 2022 (“Effective Date”) is by and between each of Virtus Total Return Fund Inc. (formerly, Virtus Global Dividend and Income Fund Inc.), Virtus Global Multi-Sector Income Fund, 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, Virtus Dividend, Interest & Premium Strategy Fund, Virtus Stone Harbor Emerging Markets Income Fund, and Virtus Stone Harbor Emerging Markets Total Income Fund (each, the “Fund” and collectively, the “Funds”) and The Bank of New York Mellon (“BNY Mellon”).
