Morgan Stanley & Co. Incorporated MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Agreement Among Underwriters • February 23rd, 2012 • Virtus Global Multi-Sector Income Fund • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of May 20, 2011, is by and between Morgan Stanley & Co. Incorporated (“Morgan Stanley,” or “we”) 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 accepted an
Morgan Stanley & Co. LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • February 23rd, 2012 • Virtus Global Multi-Sector Income Fund • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of June 1, 2011, is by and between Morgan Stanley & Co. LLC (including its successors and assigns) (“we,” “our,” “us” or the “Manager”) and the party named on the signature page hereof (a “Dealer,” “you” or “your”). From time to time, in connection with an offering and sale (an “Offering”) of securities (the “Securities”), managed solely by us or with one or more other managers or co-managers, we or one or more of our affiliates may offer you (and others) the opportunity to purchase as principal a portion of such securities on the terms set forth herein as a Selected Dealer (as defined below).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • February 23rd, 2012 • Virtus Global Multi-Sector Income Fund • New York
Reference is made to the Underwriting Agreement dated [—], 2012 (the “Underwriting Agreement”), by and among Virtus Global Multi-Sector Income Fund (the “Fund”), Virtus Investment Advisers, Inc. (the “Adviser”), Newfleet Asset Management, LLC and each of the Underwriters named in Schedule I thereto, with respect to the issue and sale of the Fund’s Common Shares (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • February 23rd, 2012 • Virtus Global Multi-Sector Income Fund • New York
This agreement is between Virtus Investment Advisers, Inc. (including any successor or assign by merger or otherwise, the “Company”) and UBS Securities LLC (“UBS”) with respect to Virtus Global Multi-Sector Income Fund (the “Fund”).
SYNDICATION FEE AGREEMENTSyndication Fee Agreement • February 23rd, 2012 • Virtus Global Multi-Sector Income Fund • New York
This agreement is between Virtus Investment Advisers, Inc. (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to Virtus Global Multi-Sector Income Fund (the “Fund”).
MASTER CUSTODY AGREEMENTMaster Custody Agreement • February 23rd, 2012 • Virtus Global Multi-Sector Income Fund • New York
AGREEMENT, dated as of December 7, 2011 between each entity listed in Exhibit A hereto (each, a “Fund” and collectively, the “Funds”), 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”).
ADMINISTRATION AGREEMENTAdministration Agreement • February 23rd, 2012 • Virtus Global Multi-Sector Income Fund • Connecticut
This Administration Agreement is made effective as of the 23rd day of February, 2012, by and between Virtus Global Multi-Sector Income Fund (the “Fund”), and VP Distributors, LLC, a Delaware limited liability company (the “Administrator”).
STRUCTURING FEE AGREEMENTFee Agreement • February 23rd, 2012 • Virtus Global Multi-Sector Income Fund • New York
This agreement is between Virtus Investment Advisers, Inc. (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to Virtus Global Multi-Sector Income Fund (the “Fund”).
FOREIGN CUSTODY MANAGER AGREEMENTForeign Custody Manager Agreement • February 23rd, 2012 • Virtus Global Multi-Sector Income Fund • New York
AGREEMENT made as of December 7, 2011 by and between each entity listed on Annex I attached hereto (the “Fund”) and The Bank of New York Mellon (“BNY”).
ACCOUNTING SERVICES AGREEMENTAccounting Services Agreement • February 23rd, 2012 • Virtus Global Multi-Sector Income Fund
This Accounting Services Agreement (“Agreement”) is made effective as of February 23, 2012 by and between VIRTUS GLOBAL MULTI-SECTOR INCOME FUND, a Delaware statutory trust (“Fund”) and BNY MELLON INVESTMENT SERVICING (US) INC., a Massachusetts corporation (“BNY Mellon”).
SUB-ADMINISTRATION SERVICES AGREEMENTSub-Administration Services Agreement • February 23rd, 2012 • Virtus Global Multi-Sector Income Fund
This Sub-Administration Services Agreement (“Agreement”) is made effective as of February 23, 2012 by and between VP DISTRIBUTORS, LLC, a Delaware limited liability company (“VP Distributors”) and BNY MELLON INVESTMENT SERVICING (US) INC., a Massachusetts corporation (“BNY Mellon”).
VIRTUS GLOBAL MULTI-SECTOR INCOME FUND INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • February 23rd, 2012 • Virtus Global Multi-Sector Income Fund • Delaware
THIS AGREEMENT, effective as of the 23rd day of February, 2012 (the “Contract Date”) by and between VIRTUS GLOBAL MULTI-SECTOR INCOME FUND, a Delaware statutory trust (the “Trust”) and Virtus Investment Advisers, Inc., a Massachusetts corporation (the “Adviser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 23rd, 2012 • Virtus Global Multi-Sector Income Fund
This Subscription Agreement, dated as of January 9, 2012, is by and between Virtus Global Multi-Sector Income Fund, a Delaware statutory trust (the “Fund”), and Virtus Partners, Inc. (the “Purchaser”).
Transfer Agency and Service Agreement Between Virtus Global Multi-Sector Income Fund and Computershare Trust Company, N.A. and Computershare Inc.Transfer Agency and Service Agreement • February 23rd, 2012 • Virtus Global Multi-Sector Income Fund • Massachusetts
AGREEMENT effective as of the by and between Virtus Global Multi-Sector Income Fund , a Delaware Statutory Trust , having its principal office and place of business Hartford, Connecticut, (the “Fund”), and Computershare Inc., a Delaware corporation, and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company, having its principal office and place of business at 250 Royall Street, Canton, Massachusetts 02021 (collectively, the “Transfer Agent” or individually, “Computershare” and the “Trust Company”, respectively).
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF VIRTUS GLOBAL MULTI- SECTOR INCOME FUNDAmended and Restated Agreement and Declaration of Trust • January 27th, 2012 • Virtus Global Multi-Sector Income Fund • Delaware
WHEREAS the Trust was formed on August 23, 2011 by its sole Trustee by the filing of a Certificate of Trust with the office of the Secretary of State of the State of Delaware pursuant to a Declaration of Trust, dated as of August 23, 2011 (the “Original Declaration”);
JOINT INSURED BOND AGREEMENTJoint Insured Bond Agreement • September 26th, 2012 • Virtus Global Multi-Sector Income Fund
THIS AGREEMENT, effective as of the 15th day of September, 2012 by and between the undersigned parties (which entities, together with any and all other entities hereafter included as named insureds under the Fidelity Bond (as hereafter defined) are collectively referred to as the “Parties” and singularly as a “Party”).
Virtus Global Multi-Sector Income Fund SUBADVISORY AGREEMENTSubadvisory Agreement • February 23rd, 2012 • Virtus Global Multi-Sector Income Fund • Delaware
Virtus Global Multi-Sector Income Fund (the “Fund”) is a closed -end investment company registered under the Investment Company Act of 1940 (the “Act”), and is subject to the rules and regulations promulgated thereunder.
