SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Exhibit h.4.r
Execution
AMENDMENT AND JOINDER
TO
SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
This Amendment and Joinder (“Amendment”) dated August 27, 2020 (“Effective Date”) is by and among Virtus Fund Services, LLC (“Company”), Virtus Alternative Solutions Trust, VATS Offshore Fund, Ltd., Virtus Asset Trust, Virtus Equity Trust, Virtus Opportunities Trust, Virtus Retirement Trust and Virtus Variable Insurance Trust (each, a “Fund” and together, the “Funds”) and The Bank of New York Mellon (“BNY Mellon”).
BACKGROUND:
| A. | Company, the Funds other than VATS Offshore Fund, Ltd., and BNY Mellon are parties to a Sub-Administration and Accounting Services Agreement dated as of January 1, 2010, as amended (the “Agreement”), relating to BNY Mellon’s provision of certain sub-administration and accounting services to the Funds’ investment portfolios listed on Exhibit B to the Agreement (each, a “Portfolio”). Joinder Agreements and Amendments to the Sub-Administration and Accounting Services Agreement were entered into among the parties (and Virtus Retirement Trust) on February 24, 2014, December 10, 2015, July 27, 2016, April __, 2017, September 21, 2017, December 1, 2018, March 8, 2019, May 22, 2019, September 1, 2019 and November 18, 2019 for the purpose of amending the Agreement and adding or removing certain Funds. |
| B. | The Company, each Fund and BNY Mellon desire that each Fund be a party to the Agreement and receive the sub-administration and accounting services set forth in the Agreement. |
| C. | The parties desire to amend the Agreement as set forth herein. |
| D. | This Background section is incorporated by reference into and made a part of this Amendment. |
TERMS:
The parties hereby agree that:
| 1. | By executing this Agreement, Company, each Fund and BNY Mellon agree 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 Exhibit A shall be considered to have a separate agreement with Company and BNY Mellon and hereby appoints BNY Mellon to provide administration and accounting services in accordance with the terms set forth in the Agreement. BNY Mellon accepts such appointment and agrees to furnish such services. |
| 2. | Exhibit A to the Agreement shall be amended and restated as attached hereto. |
| 3. | Exhibit B to the Agreement is hereby deleted and replaced in its entirety with the Exhibit B attached hereto. |
Execution
| 4. | Miscellaneous. |
| (a) | As amended and supplemented hereby, the Agreement shall remain in full force and effect. | |
| (b) | 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. |
[Signature page follows.]
Execution
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.
| THE BANK OF NEW YORK MELLON | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: | Xxxxxx Xxxxxx | |
| Title: | Director | |
| VIRTUS FUND SERVICES, LLC | ||
| By: | /s/ W. Xxxxxxx Xxxxxxx | |
| Name: | W. Xxxxxxx Xxxxxxx | |
| Title: | Executive Vice President | |
| VIRTUS ALTERNATIVE SOLUTIONS TRUST VATS OFFSHORE FUND, LTD. |
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| VIRTUS ASSET TRUST VIRTUS EQUITY TRUST |
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| VIRTUS OPPORTUNITIES TRUST VIRTUS RETIREMENT TRUST |
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| VIRTUS VARIABLE INSURANCE TRUST | ||
| By: | /s/ Xxx Xxxxxxx | |
| Name: | Xxx Xxxxxxx | |
| Title: | Vice President and Assistant Treasurer | |
Execution
EXHIBIT A
THIS EXHIBIT A, dated August 27, 2020 is Exhibit A to that certain Sub- Administration and Accounting Services Agreement dated as of January 1, 2010, as amended, by and among Virtus Fund Services, LLC, the investment companies as listed below and The Bank of New York Mellon.
FUNDS
Virtus Alternative Solutions Trust
VATS Offshore Fund, Ltd.*
Virtus Asset Trust
Virtus Opportunities Trust
Virtus Retirement Trust
Virtus Variable Insurance Trust
* Services expected to commence September 1, 2020.
Execution
EXHIBIT B
THIS EXHIBIT B, dated August 27, 2020 is Exhibit B to that certain Sub- Administration and Accounting Services Agreement dated as of January 1, 2010, as amended, by and among Virtus Services, LLC, each of the investment companies and the Portfolios listed below and The Bank of New York Mellon.
PORTFOLIOS
Virtus Alternative Solutions Trust
Virtus Aviva Multi-Strategy Target Return Fund
Xxxxxx Xxxx & Xxxxxx Select MLP and Energy Fund
Virtus KAR Long/Short Equity Fund
VATS Offshore Fund, Ltd.1
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 Short-Term Bond Fund
Virtus Seix Short-Term Municipal Bond Fund
Virtus Seix Total Return Bond Fund
Virtus Seix U.S. Government Securities Ultra-Short Bond Fund
Virtus Seix U.S. Mortgage Fund
Virtus Seix Ultra-Short Bond Fund
Virtus SGA International Growth Fund
Virtus Silvant Large-Cap Growth Stock Fund
Virtus Silvant Small-Cap Growth Stock Fund
Xxxxxx Xxxxxxxxxxx Innovative Growth Stock Fund
1 Services expected to commence September 1, 2020.
Execution
Virtus KAR Capital Growth Fund*
Virtus KAR Equity Income Fund*
(formerly, Virtus Rampart Enhanced Core Equity 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 SGA Emerging Markets Growth Fund
Virtus SGA Global Growth Fund
Virtus Tactical Allocation 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
(formerly, Virtus Rampart Alternatives Diversifier Fund)
Xxxxxx Xxxx & Xxxxxx Real Estate Securities Fund*
Virtus FORT Trend Fund
(formerly, Virtus Rampart Equity Trend Fund)
Xxxxxx Xxxxxxxx Fund*2
Virtus Horizon Wealth Masters Fund*2
Virtus KAR Emerging Markets Small-Cap Fund*
Virtus KAR International 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*
2 Fund liquidated August 18, 2020. Will not appear on future versions of Exhibit B.
Execution
Virtus Newfleet Multi-Sector Short Term Bond Fund*
Virtus Newfleet Senior Floating Rate Fund*
Virtus Newfleet Tax-Exempt Bond Fund*
Virtus Rampart Multi-Asset Trend Fund3
Virtus Rampart Sector Trend Fund3
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
(formerly, Virtus Rampart Enhanced Core Equity 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*
*For those Portfolios denoted with an asterisk, BNY Mellon performed the regulatory administration services described in Section 14(b) of the Agreement through April 15, 2014. Thereafter, BNY Mellon ceased performing regulatory administration services under the Agreement.
3 Fund expected to merge into Virtus Tactical Allocation Fund, a series of Virtus Equity Trust, on or about September 18, 2020, if approved by shareholders. Will not appear on future versions of Exhibit B if such merger occurs as planned.
