AMENDMENT AND JOINDER TO CUSTODY AGREEMENT
Exhibit 99.(g)(1)(q)
Execution Version
AMENDMENT AND JOINDER
TO
This Amendment (“Amendment”) dated May 19, 2023 (“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., Virtus Investment Trust and Virtus Strategy Trust, The Merger Fund, The Merger Fund VL, Virtus Event Opportunities Trust and Stone Harbor Leveraged Loan Fund LLC (each, the “Fund” and collectively, the “Funds”) and The Bank of New York Mellon (“BNY Mellon”).
BACKGROUND:
| A. | BNY Mellon and the Virtus Alternative Solutions Trust entered into a Custody Agreement dated as of March 21, 2014, as amended (the “Agreement”) relating to BNY Mellon’s provision of custody services. A Joinder Agreement and Amendments to Custody Agreement were entered into among the parties on September 5, 2017, December 1, 2018, March 8, 2019, May 22, 2019, September 1, 2019, November 18, 2019, August 27, 2020, November 16, 2020, December 1, 2020, May 7, 2021, February 12, 2022, April 4, 2022, June 10, 2022 and September 30, 2022 for the purpose of amending the Agreement and/or adding or removing certain Funds. |
| B. | Each Fund and BNY Mellon desire that each Fund be a party to the Agreement and receive the custody services set forth in the Agreement and desire to amend the Agreement as set forth herein. |
| C. | This Background section 1s incorporated by reference into and made a part of this Amendment. |
TERMS:
The parties hereby agree that:
| 1. | By executing this Agreement and Xxxxxxx, each Fund and BNY Mellon agrees to become a party to, and be bound by, and to comply with the terms of the Agreement in the same manner as if each of the undersigned were an original signatory to the Agreement. For the avoidance of doubt, each Fund listed at Schedule I shall be considered to have a separate agreement with BNY Mellon and hereby appoints BNY Mellon to provide custody services in accordance with the terms set forth in the Agreement. BNY Mellon accepts such appointment and agrees to furnish such services. |
| 2. | Schedule I to the Agreement is hereby deleted in its entirety and replaced with Schedule I attached hereto. |
| 3. | Miscellaneous. |
| (a) | Capitalized terms not defined in this Amendment shall have the same meanings as set forth in the Agreement. In the event of a conflict between the terms hereof and the Agreement, this Amendment shall control. |
| (b) | As hereby amended and supplemented, the Agreement shall remain in full force and effect. |
| (c) | The Agreement, as amended hereby, constitutes the complete understanding and agreement of the parties with respect to the subject matter thereof and supersedes all prior communications with respect thereto. |
| (d) | This Amendment shall be governed by the laws of the State of New York, without regard to its principles of conflicts of laws. |
| (e) | The parties expressly agree that this Amendment may be executed in one or more counterparts and expressly agree that such execution may occur by manual signature on a physically delivered copy of this Amendment, by a manual signature on a copy of this Amendment transmitted by facsimile transmission, by a manual signature on a copy of Amendment transmitted as an imaged document attached to an email, or by “Electronic Signature”, which is hereby defined to mean inserting an image, representation or symbol of a signature into an electronic copy of this Amendment by electronic, digital or other technological methods. Each counterpart executed in accordance with the foregoing shall be deemed an original, with all such counterparts together constituting one and the same instrument. The exchange of executed counterparts of this Amendment or of executed signature pages to counterparts of this Amendment, in either case by facsimile transmission or as an imaged document attached to an email transmission, shall constitute effective execution and delivery of this Amendment and may be used for all purposes in lieu of a manually executed and physically delivered copy of this Amendment. |
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed as of the Effective Date by its duly authorized representative indicated below. An authorized representative, if executing this Amendment by Electronic Signature, affirms authorization to execute this Amendment by Electronic Signature and that the Electronic Signature represents an intent to enter into this Amendment and an agreement with its terms.
| STONE HARBOR LEVERAGED LOAN FUNDLLC | |
By:  | |
| Name: Xxxx Xxxxx | |
| Title: Executive Vice President | |
| VIRTUS ALTERNATIVE SOLUTIONS TRUST VATS OFFSHORE FUND LTD. VIRTUS ASSET TRUST VIRTUS EQUITY TRUST VIRTUS INVESTMENT TRUST VIRTUS OPPORTUNITIES TRUST VIRTUS RETIREMENT TRUST VIRTUS STRATEGY TRUST VIRTUS VARIABLE INSURANCE TRUST THE MERGER FUND THE MERGER FUND VL VIRTUS EVENT OPPORTUNITIES TRUST | |
By:  | |
| Name: Xxxxxxx Xxxxxxxx | |
| Title: Vice President | |
| ALPHASIMPLEX MANAGED FUTURES STRATEGY CAYMAN FUND LTD. | |
| ALPHASIMPLEX GLOBAL ALTERNATIVES CAYMAN FUND LTD. | |
By:  | |
| Name: Xxxxxxx Xxxxxxxx | |
| Title: Authorized Signatory |
Address for Notices:
[Applicable Fund(s)]
One Financial Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 06103
Attention: Xxxxxxx Xxxxxxxx
With a copy to:
Virtus Fund Services, LLC
Xxx Xxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Counsel
| THE BANK OF NEW YORK MELLON | ||
| By: | ||
| Name: | Xxxxxxx Xxxxxxx |
| Title: | Managing Director |
Address for Notices:
The Bank of New York Mellon
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 10286
Attention: General Counsel
SCHEDULE I
THIS SCHEDULE I, amended and restated as of May 19, 2023, is the Schedule I to that certain Custody Agreement dated as of March 21, 2014, as amended, between each Fund on Schedule I and The Bank of New York Mellon.
List of Funds and Portfolios
VIRTUS ALTERNATIVE SOLUTIONS TRUST
Xxxxxx Xxxx & Xxxxxx Select MLP and Energy Fund
Virtus KAR Long/Short Equity Fund
Virtus AlphaSimplex Global Alternatives Fund
Virtus AlphaSimplex Managed Futures Strategy Fund
VIRTUS ASSET TRUST
Virtus Ceredex Large-Cap Value Equity Fund
Virtus Ceredex Mid-Cap Value Equity Fund
Virtus Ceredex Small-Cap Value Equity Fund
Virtus Seix Core Bond Fund
Virtus Seix Corporate Bond Fund
Virtus Seix Floating Rate High Income Fund
Virtus Seix High Grade Municipal Bond Fund
Virtus Seix High Income Fund
Virtus Seix High Yield Fund
Virtus Seix Investment Grade Tax-Exempt Bond Fund
Virtus Seix Total Return Bond Fund
Virtus Seix U.S. Government Securities Ultra-Short Bond Fund
Virtus Seix Ultra-Short Bond Fund
Virtus Silvant Large-Cap Growth Stock Fund
Virtus SGA International Growth Fund
Xxxxxx Xxxxxxxxxxx Innovative Growth Stock Fund
Virtus KAR Capital Growth Fund
Virtus KAR Equity Income Fund
Virtus KAR Global Quality Dividend Fund
Virtus KAR Mid-Cap Core Fund
Virtus KAR Mid-Cap Growth Fund
Virtus KAR Small-Cap Core Fund
Virtus KAR Small-Cap Growth Fund
Virtus KAR Small-Cap Value Fund
Virtus KAR Small-Mid Cap Core Fund
Virtus KAR Small Mid-Cap Growth Fund
Virtus KAR Small Mid-Cap Value Fund
Virtus SGA Emerging Markets Growth Fund
Virtus SGA Global Growth Fund
Virtus SGA New Leaders Growth Fund
Virtus Tactical Allocation Fund
VIRTUS INVESTMENT TRUST
Virtus Emerging Markets Opportunities Fund (f/k/a Virtus AllianzGl Emerging Markets Opportunities Fund)
Virtus Income & Growth Fund (f/k/a Virtus AllianzGl Income & Growth Fund)
Virtus KAR Global Small-Cap Fund (f/k/a Virtus Global Small-Cap Fund; f/k/a Virtus AllianzGl Global Small-Cap Fund)
Virtus KAR Health Sciences Fund (f/k/a Virtus Health Sciences Fund; f/k/a Virtus AllianzGl Health Sciences Fund)
Virtus NFJ Dividend Value Fund
Virtus NFJ International Value Fund
Virtus NFJ Large-Cap Value Fund
Virtus NFJ Mid-Cap Value Fund
Virtus NFJ Small-Cap Value Fund
Virtus Silvant Focused Growth Fund (f/k/a Virtus Focused Growth Fund; f/k/a Virtus AllianzGl Focused Growth Fund)
Virtus Silvant Mid-Cap Growth Stock Fund (f/k/a Virtus Mid-Cap Growth Fund; f/k/a Virtus AllianzGl Mid-Cap Growth Fund)
Virtus Small-Cap Fund (f/k/a Virtus AllianzGl Small-Cap Fund)
Xxxxxx Xxxxxxxxxxx Technology Fund (f/k/a Virtus Technology Fund; f/k/a Virtus AllianzGl Technology Fund)
VIRTUS STRATEGY TRUST
Virtus Convertible Fund (f/k/a Virtus AllianzGl Convertible Fund)
Xxxxxx Xxxx & Xxxxxx Water Fund (f/k/a Virtus Water Fund; f/k/a Virtus AllianzGl Water Fund)
Virtus Global Allocation Fund (f/k/a Virtus AllianzGl Global Allocation Fund)
Virtus International Small-Cap Fund (f/k/a Virtus AllianzGl International Small-Cap Fund)
Virtus Newfleet Short Duration High Income Fund (f/k/a Virtus Short Duration High Income Fund; f/k/a Virtus AllianzGl Short Duration High Income Fund)
Virtus NFJ Emerging Markets Value Fund
Virtus NFJ Global Sustainability Fund (f/k/a Virtus Global Sustainability Fund; f/k/a Virtus AllianzGl Global Sustainability Fund)
Virtus Seix High Yield Bond Fund (f/k/a Virtus High Yield Bond Fund; f/k/a Virtus AllianzGl High Yield Bond Fund)
VIRTUS OPPORTUNITIES TRUST
Xxxxxx Xxxx & Xxxxxx Global Infrastructure Fund
Xxxxxx Xxxx & Xxxxxx Global Real Estate Securities Fund
Xxxxxx Xxxx & Xxxxxx International Real Estate Securities Fund
Xxxxxx Xxxx & Xxxxxx Real Asset Fund
Xxxxxx Xxxx & Xxxxxx Real Estate Securities Fund
Virtus FORT Trend Fund
Virtus KAR Developing Markets Fund
Virtus KAR Emerging Markets Small-Cap Fund
Virtus KAR International Small-Mid Cap Fund
Virtus Newfleet Core Plus Bond Fund
Virtus Newfleet High Yield Fund
Virtus Newfleet Low Duration Core Plus Bond Fund
Virtus Newfleet Multi-Sector Intermediate Bond Fund
Virtus Newfleet Multi-Sector Short Term Bond Fund
Virtus Newfleet Senior Floating Rate Fund
Virtus Seix Tax-Exempt Bond Fund
Xxxxxx Xxxxx Harbor Emerging Markets Bond Fund (f/k/a Xxxxxx Xxxxx Harbor Emerging Markets Corporate Debt Fund)
Xxxxxx Xxxxx Harbor Emerging Markets Debt Allocation Fund
Xxxxxx Xxxxx Harbor Emerging Markets Debt Fund Income (f/k/a Xxxxxx Xxxxx Harbor Emerging Markets Debt Fund)
Xxxxxx Xxxxx Harbor High Yield Bond Fund
Xxxxxx Xxxxx Harbor Local Markets Fund
Xxxxxx Xxxxx Harbor Strategic Income Fund
Xxxxxx Xxxxxxxx Emerging Markets Opportunities Fund
Xxxxxx Xxxxxxxx Foreign Opportunities Fund
Xxxxxx Xxxxxxxx Global Opportunities Fund
Xxxxxx Xxxxxxxx Greater European Opportunities Fund
VIRTUS RETIREMENT TRUST
None
VIRTUS VARIABLE INSURANCE TRUST
Xxxxxx Xxxx & Xxxxxx Real Estate Securities Series
Virtus KAR Capital Growth Series
Virtus KAR Equity Income Series
Virtus KAR Small-Cap Growth Series
Virtus KAR Small-Cap Value Series
Virtus Newfleet Multi-Sector Intermediate Bond Series
Virtus SGA International Growth Series
Virtus Strategic Allocation Series
THE MERGER FUND®
THE MERGER FUND®VL
VIRTUS EVENT OPPORTUNITIES TRUST
Virtus Westchester Credit Event Fund
Virtus Westchester Event-Driven Fund
VATS OFFSHORE FUND LTD
STONE HARBOR LEVERAGED LOAN FUND LLC
ALPHASIMPLEX MANAGED FUTURES STRATEGY CAYMAN FUND LTD.
ALPHASIMPLEX GLOBAL ALTERNATIVES CAYMAN FUND LTD.
