AMG Funds II Sample Contracts

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TRANSFER AGENCY AND SHAREHOLDER SERVICES AGREEMENT
Transfer Agency and Shareholder Services Agreement • February 27th, 2017 • AMG Funds II

This Transfer Agency And Shareholder Services Agreement is made as of July 1, 2016 (“Effective Date”) by and between BNY Mellon Investment Servicing (US) Inc. (“BNYM”), and each of AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and Aston Funds (individually, an “Investment Company”; collectively, the “Investment Companies”), each on its own behalf and on behalf of each of its Portfolios listed on Schedule B. Capitalized terms, and certain noncapitalized terms, not otherwise defined shall have the meanings set forth in Schedule A (Schedule A also contains an index of defined terms providing the location of all defined terms). The term “Agreement” shall mean this Transfer Agency And Shareholder Services Agreement as constituted on the Effective Date, and thereafter as it may be amended from time to time as provided for herein. All references to “Schedule B” herein mean Schedule B attached hereto as constituted on the Effective Date, and thereafter as it may be amended from time to t

SUBADVISORY AGREEMENT
Subadvisory Agreement • April 29th, 2016 • AMG Funds II • Connecticut

The AMG Managers Short Duration Government Fund (the “Fund”) is a series of a Massachusetts business trust (the “Trust”) that is registered as an investment company under the Investment Company Act of 1940, as amended (the “Act”), and subject to the rules and regulations promulgated thereunder.

INTERIM SUBADVISORY AGREEMENT
Interim Subadvisory Agreement • April 17th, 2020 • AMG Funds II • Massachusetts

AGREEMENT made as of the 17th day of April, 2020, between AMG FUNDS LLC, a limited liability company organized under the laws of the state of Delaware and having its principal place of business at 600 Steamboat Road, Suite 300, Greenwich, Connecticut 06830 (the “Adviser”) and GW&K INVESTMENT MANAGEMENT, LLC, a limited liability company organized under the laws of the State of Delaware and having its principal place of business at 222 Berkeley Street, Boston, Massachusetts 02116 (the “Subadviser”).

SUBADVISORY AGREEMENT
Subadvisory Agreement • June 18th, 2020 • AMG Funds II • Massachusetts

AGREEMENT made as of the [ ] day of [ ], 2020, between AMG FUNDS LLC, a limited liability company organized under the laws of the state of Delaware and having its principal place of business at 600 Steamboat Road, Suite 300, Greenwich, Connecticut 06830 (the “Adviser”) and GW&K INVESTMENT MANAGEMENT, LLC, a limited liability company organized under the laws of the State of Delaware and having its principal place of business at 222 Berkeley Street, Boston, Massachusetts 02116 (the “Subadviser”).

SUBADVISORY AGREEMENT
Subadvisory Agreement • April 30th, 2013 • Managers Trust Ii • Massachusetts

AGREEMENT made as of the 25th day of March, 2013, between MANAGERS INVESTMENT GROUP LLC, a limited liability company organized under the laws of the state of Delaware and having its principal place of business in Norwalk, Connecticut (the “Adviser”) and GANNETT WELSH& KOTLER, LLC (“GW&K”), a limited liability company organized under the laws of the State of Massachusetts and having its principal place of business at 222 Berkeley Street, 15th floor, Boston, Massachusetts, 02116 (the “Subadvisor”).

LETTER AGREEMENT
Letter Agreement • April 28th, 2014 • AMG Funds II
CUSTODY AGREEMENT by and between each of AMG FUNDS AMG FUNDS I AMG FUNDS II AMG FUNDS III ASTON FUNDS and THE BANK OF NEW YORK MELLON
Custody Agreement • February 27th, 2017 • AMG Funds II • New York

CUSTODY AGREEMENT, dated as of June , 2016 and effective July 1, 2016 (the “Effective Date”), between each investment company listed on the signature page hereto (each, a “Fund” and collectively, the “Funds”) and THE BANK OF NEW YORK MELLON, a bank organized under the laws of the state of New York (the “Custodian”).

LETTER AGREEMENT
Letter Agreement • April 30th, 2015 • AMG Funds II
LETTER AGREEMENT
Letter Agreement • April 30th, 2015 • AMG Funds II
LETTER AGREEMENT
Letter Agreement • April 27th, 2012 • Managers Trust Ii
AMENDMENT NO. 4 TO TRANSFER AGENCY SERVICES AGREEMENT
Transfer Agency Services Agreement • April 29th, 2008 • Managers Trust Ii

This Amendment No. 4 To Transfer Agency Services Agreement (“Amendment No. 4”), dated as of January 1, 2008, being entered into by and between PFPC Inc. (“PFPC”) and each of the Massachusetts business trusts listed on the signature page to this Amendment No. 4 (the “Trusts”), amends the Transfer Agency Services Agreement, dated as of January 24, 2005, by and between PFPC and the Trusts on an individual basis (“Original Agreement”), as amended by the Section 312 Foreign Financial Institution Amendment, dated as of July 5, 2006, by and between PFPC and the Trusts on an individual basis (“Amendment No. 1”), the Amendment To Transfer Agency Services Agreement, dated as of March 20, 2007, by and between PFPC and the Trusts on an individual basis (“Amendment No. 2”), and the Form 8300, FINCEN Section 314(a) Information Requests and Suspicious Activity Report Amendment, dated as of September 28, 2007, by and between PFPC and the Trusts on an individual basis (“Amendment No. 3”). The Original

Amended and Restated Distribution Agreement Dated as of September 17, 2015
Distribution Agreement • March 2nd, 2016 • AMG Funds II • Massachusetts

This AMENDED AND RESTATED DISTRIBUTION AGREEMENT (the “Agreement”), is dated September 17, 2015, between AMG Funds II, a Massachusetts business trust (the “Company”), on behalf of each of its series listed on Appendix A (the “Fund” or “Funds”), as Appendix A may be amended from time to time in accordance with Section 13 below, and AMG Distributors, Inc., a Delaware corporation (the “Distributor”). The Company is registered as an investment company under the Investment Company Act of 1940 (the “1940 Act”), and offers for sale shares (the “Shares”) of each Fund, which Shares have been registered under the Securities Act of 1933 (the “1933 Act”), to the public in accordance with the terms and conditions set forth in the prospectuses (each, a “Prospectus”) and statements of additional information (each, a “Statement of Additional Information”) of the Funds included in the Company’s registration statement on Form N-1A (the “Registration Statement”), as such documents may be amended from tim

FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • April 29th, 2011 • Managers Trust Ii • 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;

Amended and Restated Distribution Agreement Dated as of December 4, 2009
Distribution Agreement • April 30th, 2010 • Managers Trust Ii • Connecticut

This AMENDED AND RESTATED DISTRIBUTION AGREEMENT (the “Agreement”), is dated December 4, 2009, between Managers Trust II, a Massachusetts business trust (the “Company”), on behalf of each of its series listed on Appendix A (the “Fund” or “Funds”), as Appendix A may be amended from time to time in accordance with Section 12 below, and Managers Distributors, Inc., a Delaware corporation (the “Distributor”). The Company is registered as an investment company under the Investment Company Act of 1940 (the “1940 Act”), and offers for sale shares (the “Shares”) of each Fund, which Shares have been registered under the Securities Act of 1933 (the “1933 Act”), to the public in accordance with the terms and conditions set forth in the Prospectus and Statement of Additional Information (the “Prospectus”) of the Funds included in the Company’s Registration Statement on Form N-1A, as such documents may be amended from time to time.

AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • December 29th, 2016 • AMG Funds II • Massachusetts

AMENDED AND RESTATED ADMINISTRATION AGREEMENT (the “Agreement”), dated as of October 1, 2016, amending and restating the Administration and Shareholder Servicing Agreement dated December 30, 2002, and as amended from time to time, between AMG Funds II (the “Trust”), a Massachusetts business trust, and AMG Funds LLC (the “Administrator”), a limited liability company organized under the laws of Delaware.

AMENDMENT NO. 2 DATED AS OF JULY 1, 2015 TO FUND MANAGEMENT AGREEMENT DATED AS OF AUGUST 1, 2000
Fund Management Agreement • March 2nd, 2016 • AMG Funds II

WHEREAS, AMG FUNDS II (formerly, MANAGERS TRUST II), a Massachusetts business trust having its principal place of business in Norwalk, Connecticut (the “Company”), and AMG FUNDS LLC (formerly, MANAGERS INVESTMENT GROUP LLC, which was formerly THE MANAGERS FUNDS LLC), a limited liability company organized under the laws of the State of Delaware and having its principal place of business in Norwalk, Connecticut (the “Manager”), entered into a Fund Management Agreement dated as of August 1, 2000 (as amended through the date hereof, the “Fund Management Agreement”);

TRANSFER AGENCY SERVICES AGREEMENT
Transfer Agency Services Agreement • March 16th, 2005 • Managers Trust Ii

THIS AGREEMENT is made as of , 2004 by and between PFPC INC., a Massachusetts corporation (“PFPC”), and each of the entities listed on Schedule A, attached hereto and as may be amended from time to time and such other entities that may be advised by The Managers Funds LLC after the date of this Agreement (each individually, a “Trust” and collectively, the “Trusts”).

BY-LAWS OF AMG FUNDS II Dated as of December 10, 2015
Amg Funds Ii • March 2nd, 2016 • AMG Funds II
LETTER AGREEMENT
Letter Agreement • November 30th, 2012 • Managers Trust Ii
LETTER AGREEMENT Managers Intermediate Duration Government Fund Subadvisory Agreement
Letter Agreement • April 28th, 2014 • AMG Funds II
LETTER AGREEMENT
Letter Agreement • April 30th, 2019 • AMG Funds II
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LETTER AGREEMENT
Letter Agreement • April 30th, 2019 • AMG Funds II
LETTER AGREEMENT
Letter Agreement • April 17th, 2020 • AMG Funds II
FORM OF INTERIM SUBADVISORY AGREEMENT
Form of Interim Subadvisory Agreement • November 30th, 2012 • Managers Trust Ii • Massachusetts

AGREEMENT made as of the day of , 2012, between MANAGERS INVESTMENT GROUP LLC, a limited liability company organized under the laws of the state of Delaware and having its principal place of business in Norwalk, Connecticut (the “Adviser”) and GANNETT WELSH & KOTLER, LLC, a limited liability company organized under the laws of the State of Massachusetts and having its principal place of business at 222 Berkeley Street, 15th Floor, Boston, Massachusetts, 02116 (the “Subadvisor”).

LETTER AGREEMENT
Letter Agreement • April 28th, 2017 • AMG Funds II
LETTER AGREEMENT AMG GW&K Enhanced Core Bond Fund Fund Management Agreement
Letter Agreement • April 28th, 2017 • AMG Funds II
LETTER AGREEMENT AMG Chicago Equity Partners Balanced Fund Subadvisory Agreement
Letter Agreement • April 28th, 2017 • AMG Funds II
LETTER AGREEMENT Managers Trust II Amended and Restated Distribution Agreement
Letter Agreement • April 28th, 2014 • AMG Funds II
LETTER AGREEMENT
Letter Agreement • April 27th, 2012 • Managers Trust Ii
LETTER AGREEMENT Amended and Restated Distribution Agreement
Letter Agreement • March 31st, 2020 • AMG Funds II
LETTER AGREEMENT
Letter Agreement • November 30th, 2012 • Managers Trust Ii
AMENDMENT NO. 3 DATED AS OF OCTOBER 1, 2016 TO FUND MANAGEMENT AGREEMENT DATED AS OF AUGUST 1, 2000
Fund Management Agreement • December 29th, 2016 • AMG Funds II

WHEREAS, AMG FUNDS II (formerly, MANAGERS TRUST II), a Massachusetts business trust having its principal place of business in Greenwich, Connecticut (the “Company”), and AMG FUNDS LLC (formerly, MANAGERS INVESTMENT GROUP LLC, which was formerly THE MANAGERS FUNDS LLC), a limited liability company organized under the laws of the State of Delaware and having its principal place of business in Greenwich, Connecticut (the “Manager”), entered into an Fund Management Agreement dated as of August 1, 2000 (as amended through the date hereof, the “Fund Management Agreement”);

November 22, 2013 Managers Investment Group LLC
AMG Funds II • April 28th, 2014
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