Virtus Managed Account Completion Shares (MACS) Trust Sample Contracts

AGREEMENT AND DECLARATION OF TRUST OF VIRTUS SOLUTIONS SMA TRUST
Trust Agreement • June 4th, 2024 • Virtus Solutions SMA Trust • Delaware

THIS AGREEMENT AND DECLARATION OF TRUST is made and entered into as of the date set forth below by the Trustees named hereunder for the purpose of forming a Delaware statutory trust in accordance with the provisions hereinafter set forth,

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VIRTUS MANAGED ACCOUNT COMPLETION SHARES (MACS) TRUST Virtus Newfleet ABS MACS Virtus Newfleet CMBS MACS Virtus Newfleet Floating Rate MACS Virtus Newfleet High Yield MACS Virtus Newfleet RMBS MACS SUBADVISORY AGREEMENT
Subadvisory Agreement • December 27th, 2024 • Virtus Managed Account Completion Shares (MACS) Trust • Delaware

Virtus Managed Account Completion Shares (MACS) 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 Newfleet ABS MACS, Virtus Newfleet CMBS MACS, Virtus Newfleet Floating Rate MACS, Virtus Newfleet High Yield MACS, and Virtus Newfleet RMBS MACS .

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EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 27th, 2024 • Virtus Managed Account Completion Shares (MACS) Trust • Delaware

This Expense Limitation Agreement (the “Agreement”), effective as of December 17, 2024, by and between Virtus Managed Account Completion Shares (MACS) 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 Subadviser of each of the Funds, Seix Investment Advisors, a division of Virtus Fixed Income Advisers, LLC (the “Subadviser”).

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AMENDMENT TO CUSTODY AGREEMENT
Custody Agreement • December 27th, 2024 • Virtus Managed Account Completion Shares (MACS) Trust

This Amendment (“Amendment”) dated December 1, 2024 (“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. (solely for purposes of section 3 of this Amendment), Virtus Investment Trust, Virtus Strategy Trust, The Merger Fund, The Merger Fund VL, Virtus Event Opportunities Trust, Stone Harbor Leveraged Loan Fund LLC, ALPHASIMPLEX MANAGED FUTURES STRATEGY CAYMAN FUND LTD. and ALPHASIMPLEX GLOBAL ALTERNATIVES CAYMAN FUND LTD. (each, the “Fund” and collectively, the “Funds”) and The Bank of New York Mellon (“BNY”).

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EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 27th, 2024 • Virtus Managed Account Completion Shares (MACS) Trust • Delaware

This Expense Limitation Agreement (the “Agreement”), effective as of December 17, 2024, by and between Virtus Managed Account Completion Shares (MACS) 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 Subadviser of each of the Funds, Newfleet Asset Management, a division of Virtus Fixed Income Advisers, LLC (the “Subadviser”).

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ADMINISTRATION AGREEMENT
Administration Agreement • December 27th, 2024 • Virtus Managed Account Completion Shares (MACS) Trust • Delaware

This Administration Agreement is made effective as of the 11th day of December, 2024, by and between the trust listed on Schedule A (the “Trust”) including the funds listed therein under the Trust (each, a “Fund” and together the “Funds”), and Virtus Fund Services, LLC, a Delaware limited liability company (the “Administrator”).

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FORM OF AMENDMENT AND JOINDER TO SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Sub-Administration and Accounting Services Agreement • December 27th, 2024 • Virtus Managed Account Completion Shares (MACS) Trust

This Amendment and Joinder (“Amendment”) dated as of _________, 202_ (“Effective Date”) is by and among Virtus Fund Services, LLC (“Company”), Virtus Alternative Solutions Trust, Virtus Asset Trust, Virtus Equity Trust, Virtus Opportunities Trust, Virtus Retirement Trust, Virtus Variable Insurance Trust, Virtus Investment Trust, Virtus Strategy Trust, The Merger Fund®, The Merger Fund® VL, Virtus Event Opportunities Trust, AlphaSimplex Global Alternatives Cayman Fund Ltd., AlphaSimplex Managed Futures Strategy Cayman Fund Ltd., and Virtus Managed Account Completion Shares (MACS) Trust (each, a “Fund” and together, the “Funds”) and The Bank of New York Mellon (“BNY Mellon”).

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AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF VIRTUS MANAGED ACCOUNT COMPLETION SHARES (MACS) TRUST
Agreement and Declaration of Trust • December 27th, 2024 • Virtus Managed Account Completion Shares (MACS) Trust • Delaware

THIS AGREEMENT AND DECLARATION OF TRUST is made and entered into as of the date set forth below by the Trustees named hereunder for the purpose of forming a Delaware statutory trust in accordance with the provisions hereinafter set forth,

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VIRTUS MANAGED ACCOUNT COMPLETION SHARES (MACS) TRUST INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 27th, 2024 • Virtus Managed Account Completion Shares (MACS) Trust

THIS AGREEMENT, effective as of the 9th day of December, 2024 (the “Contract Date”) by and between Virtus Managed Account Completion Shares (MACS) Trust, a Delaware statutory trust (the “Trust”), and Virtus Investment Advisers, Inc., a Massachusetts corporation (the “Adviser”).

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FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 27th, 2024 • Virtus Managed Account Completion Shares (MACS) Trust • Delaware

This Indemnification Agreement (this “Agreement”) is effective as of November 18, 2024, by and between (i) each trust whose name is set forth on the signature page (each such trust hereafter referred to as the “Trust”), acting on behalf of itself and (to the extent applicable) each of its portfolio series, whether existing on the date hereof (as listed on Appendix A hereto) or subsequently established (the “Series”) and (ii) the trustee of the Trust whose name is set forth on the signature page (the “Trustee”).

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UNDERWRITING AGREEMENT
Underwriting Agreement • December 27th, 2024 • Virtus Managed Account Completion Shares (MACS) Trust

THIS AGREEMENT made as of this 11th day of December, 2024, by and between Virtus Managed Account Completion Shares (MACS) Trust (the “Trust”), a Delaware statutory trust having a place of business located at 101 Munson Street, Suite 104, Greenfield, MA 01301 and VP Distributors, LLC, a Delaware limited liability company having a place of business located at One Financial Plaza, Hartford, Connecticut 06103 (the “Underwriter”).

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FORM OF AMENDMENT AND JOINDER TO CUSTODY AGREEMENT
Custody Agreement • December 27th, 2024 • Virtus Managed Account Completion Shares (MACS) Trust

This Amendment (“Amendment”) dated _______, 202_ (“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, Virtus Investment Trust, Virtus Strategy Trust, The Merger Fund®, The Merger Fund® VL, Virtus Event Opportunities Trust, Stone Harbor Leveraged Loan Fund LLC, AlphaSimplex Managed Futures Strategy Cayman Fund Ltd., AlphaSimplex Global Alternatives Cayman Fund Ltd. and Virtus Managed Account Completion Shares (MACS) Trust (each, the “Fund” and collectively, the “Funds”) and The Bank of New York Mellon (“BNY Mellon”).

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Form of Amendment To Sub-Transfer Agency And Shareholder Services Agreement
Sub-Transfer Agency and Shareholder Services Agreement • December 27th, 2024 • Virtus Managed Account Completion Shares (MACS) Trust

This Amendment To Sub-Transfer Agency And Shareholder Services Agreement (“Amendment”), dated as of _______, 202_ (“Effective Date”), is being entered into by and between BNY Mellon Investment Servicing (US) Inc. (“BNY”) and 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 of the foregoing in its individual and separate capacity.

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TRANSFER AGENCY AND SERVICE AGREEMENT between each of Virtus Managed Account Completion Shares (MACS) Trust and VIRTUS FUND SERVICES, LLC
Transfer Agency and Service Agreement • December 27th, 2024 • Virtus Managed Account Completion Shares (MACS) Trust

This AGREEMENT, effective the 11th day of December, 2024, is made by and between each of the undersigned entities (the series of which are hereinafter each referred to as the “Fund” and collectively referred to as the “Funds”), severally and not jointly, and VIRTUS FUND SERVICES, LLC (hereinafter referred to as the “Transfer Agent”).

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AMENDMENT AND JOINDER TO FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • December 27th, 2024 • Virtus Managed Account Completion Shares (MACS) Trust

This Amendment (“Amendment”) dated December 23, 2024 (“Effective Date”) is by and between each of 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 Artificial Intelligence & Technology Opportunities Fund, Virtus Convertible & Income 2024 Target Term Fund, Virtus Convertible & Income Fund, Virtus Convertible & Income Fund II, Virtus Diversified Income & Convertible Fund, Virtus Equity & Convertible Income Fund, Virtus Dividend, Interest & Premium Strategy Fund, The Merger Fund®, The Merger Fund® VL, Virtus Event Opportunities Trust, Virtus Stone Harbor Emerging Markets Income Fund, Virtus Stone Harbor Emerging Markets Total Income Fund, and Virtus Managed Account Completion Shares (MACS) Trust (each, the “Fund” and collectivel

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