Morgan Stanley & Co. 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 • October 18th, 2012 • Stone Harbor Emerging Markets Total Income Fund • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of October 1, 2012, is by and between Morgan Stanley & Co. LLC (“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 AAU wi
CUSTODY AGREEMENTCustody Agreement • September 17th, 2012 • Stone Harbor Emerging Markets Total Income Fund • New York
AGREEMENT, dated as of September 7, 2012 between Stone Harbor Emerging Markets Total Income Fund, 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 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”).
Morgan Stanley & Co. LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • October 18th, 2012 • Stone Harbor Emerging Markets Total 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).
STONE HARBOR EMERGING MARKETS TOTAL INCOME FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST July 18, 2012Agreement and Declaration of Trust • August 23rd, 2012 • Stone Harbor Emerging Markets Total Income Fund • Massachusetts
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made this 18th day of July, 2012, 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, made at Boston, Massachusetts the 25th day of May, 2012, for the purposes of eliminating references to the sole initial trustee, adding Trustees as signatories and making certain other changes hereto.
SECOND AMENDED AND RESTATED BYLAWS of STONE HARBOR EMERGING MARKETS TOTAL INCOME FUND (Dated as of January 27, 2021)Bylaws • February 12th, 2021 • Stone Harbor Emerging Markets Total Income Fund
Shares STONE HARBOR EMERGING MARKETS TOTAL INCOME FUND COMMON SHARES, PAR VALUE $0.00001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • October 18th, 2012 • Stone Harbor Emerging Markets Total Income Fund • New York
SYNDICATION FEE AGREEMENTSyndication Fee Agreement • October 18th, 2012 • Stone Harbor Emerging Markets Total Income Fund • New York
This agreement is between Stone Harbor Investment Partners LP (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to Stone Harbor Emerging Markets Total Income Fund (the “Fund”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • October 18th, 2012 • Stone Harbor Emerging Markets Total Income Fund • New York
This agreement is between Stone Harbor Investment Partners LP (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to Stone Harbor Emerging Markets Total Income Fund (the “Fund”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • October 18th, 2012 • Stone Harbor Emerging Markets Total Income Fund • New York
Reference is made to the Underwriting Agreement dated , 2012 (the “Underwriting Agreement”), by and among Stone Harbor Emerging Markets Total Income Fund (the “Fund”), Stone Harbor Investment Partners LP (the “Company”) and each of the Underwriters named in Schedule I thereto, with respect to the issue and sale of the Fund’s Common Stock (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 • September 17th, 2012 • Stone Harbor Emerging Markets Total Income Fund • New York
This Management Contract is dated as of , 2012 between STONE HARBOR EMERGING MARKETS TOTAL INCOME FUND, a Massachusetts business trust (the “Fund”), and STONE HARBOR INVESTMENT PARTNERS LP, a Delaware limited partnership (the “Manager”).
ADVISORY AGREEMENTAdvisory Agreement • February 13th, 2023 • Virtus Stone Harbor Emerging Markets Total Income Fund
THIS AGREEMENT, effective as of the 11th day of April, 2022"by and between Virtus Stone Harbor Emerging Markets Total Income Fund, a Massachusetts business trust (the "Fund"), and Virtus Alternative Investment Advisers, Inc., a Connecticut corporation (the "Adviser").
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • October 18th, 2012 • Stone Harbor Emerging Markets Total Income Fund • New York
This agreement (the “Agreement”) is between Stone Harbor Investment Partners LP (including any successor or assign by merger or otherwise, the “Company”) and UBS Securities LLC (“UBS”) with respect to Stone Harbor Emerging Markets Total Income Fund (the “Fund”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement (as defined below).
DISTRIBUTION ASSISTANCE AGREEMENTDistribution Assistance Agreement • September 24th, 2012 • Stone Harbor Emerging Markets Total Income Fund • New York
THIS AGREEMENT, dated as of , 2012, is entered into by and among Stone Harbor Emerging Markets Total Income Fund, a Massachusetts business trust (the “Fund”), Stone Harbor Investment Partners LP, a Delaware limited partnership (the “Adviser”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).
SERVICE AGREEMENT FOR TRANSFER AGENT SERVICES TO Stone Harbor Emerging Markets Total Income FundService Agreement • September 17th, 2012 • Stone Harbor Emerging Markets Total Income Fund • New York
THIS SERVICE AGREEMENT FOR TRANSFER AGENT SERVICES (this “Agreement”) between Stone Harbor Emerging Markets Total Income Fund, a business trust organized and existing under the laws of the Commonwealth of Massachusetts (“Client”) and Computershare Shareowner Services, LLC , a New Jersey limited liability company (“Agent”), is dated as of .
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • October 18th, 2012 • Stone Harbor Emerging Markets Total Income Fund • New York
Reference is made to the Underwriting Agreement dated , 2012 (the “Underwriting Agreement”), by and among Stone Harbor Emerging Markets Total 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.
FOREIGN CUSTODY MANAGER AGREEMENTForeign Custody Manager Agreement • September 24th, 2012 • Stone Harbor Emerging Markets Total Income Fund • 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;
ORGANIZATIONAL AND OFFERING EXPENSES REIMBURSEMENT AGREEMENTOrganizational and Offering Expenses Reimbursement Agreement • September 17th, 2012 • Stone Harbor Emerging Markets Total Income Fund • New York
AGREEMENT made this [ ] day of [ ], 2012, by and between STONE HARBOR EMERGING MARKETS TOTAL INCOME FUND, a Massachusetts business trust (the “Fund”), and STONE HARBOR INVESTMENT PARTNERS LP, a Delaware limited partnership (the “Adviser”).
MARKETING, ADMINISTRATION, BOOKKEEPING AND PRICING SERVICES AGREEMENTMarketing, Administration, Bookkeeping and Pricing Services Agreement • September 17th, 2012 • Stone Harbor Emerging Markets Total Income Fund • Colorado
THIS AGREEMENT is made as of , 2012, between Stone Harbor Emerging Markets Total Income Fund, a business trust organized under the laws of the Commonwealth of Massachusetts (the “Fund”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).
STONE HARBOR EMERGING MARKETS TOTAL INCOME FUND Subscription AgreementSubscription Agreement • September 17th, 2012 • Stone Harbor Emerging Markets Total Income Fund
This Subscription Agreement made as of September 7, 2012, by and between Stone Harbor Emerging Markets Total Income Fund, a Massachusetts business trust (the “Fund”), and Stone Harbor Investment Partners LP (the “Subscriber”).
