SIXTH AMENDMENT TO AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT
Exhibit h.1.f
SIXTH AMENDMENT TO AMENDED AND RESTATED
TRANSFER AGENCY AND SERVICE AGREEMENT
This Amendment, effective as of June 12, 2017, is made by and between the undersigned entities (hereinafter each referred to as the “Fund” and collectively referred to as the “Virtus Mutual Funds”) and Virtus Fund Services, LLC (hereinafter referred to as the “Transfer Agent”).
| WHEREAS: | The Transfer Agent and the Virtus Mutual Funds are parties to an Amended and Restated Transfer Agency and Service Agreement dated January 1, 2010 (the “Agreement”); and |
| WHEREAS: | The parties desire to make an amendment to the Agreement to reflect the addition of Virtus Asset Trust as a party to the Agreement; and |
| WHEREAS: | The parties desire to make amendments to the Agreement to reflect that two different parties may provide sub-transfer agency services to the Funds; and |
| WHEREAS: | Article 11 of the Agreement states that amendments to the Agreement shall be set forth in a written amendment signed by both parties; |
NOW THEREFORE, the parties agree as follows:
1. Virtus Asset Trust is hereby added as a party to the Agreement.
2. Schedule A to the Agreement is hereby replaced with the attached new Schedule A.
3. Except as herein provided, the Amended and Restated Transfer Agency and Service Agreement shall be and remain unmodified and in full force and effect. All initial capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Transfer Agency and Service Agreement.
4. This Amendment may be executed in any number of counterparts (including executed counterparts delivered and exchanged by facsimile transmission) with the same effect as if all signing parties had originally signed the same document, and all counterparts shall be construed together and shall constitute the same instrument. For all purposes, signatures delivered and exchanged by facsimile transmission shall be binding and effective to the same extent as original signatures.
[signatures appear on next page]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed in their names and on their behalf and through their duly authorized officers, as of the day and year first above written.
| VIRTUS ASSET TRUST | |||
| VIRTUS EQUITY TRUST | |||
| VIRTUS RETIREMENT TRUST | |||
| VIRTUS OPPORTUNITIES TRUST | |||
| (collectively, the “Virtus Mutual Funds”) | |||
| By: | /s/ W. Xxxxxxx Xxxxxxx | ||
| Name: | W. Xxxxxxx Xxxxxxx | ||
| Title: | Executive Vice President, Chief Financial Officer & Treasurer | ||
| VIRTUS FUND SERVICES, LLC | |||
| By: | /s/ Xxxxx X. Xxxxxx | ||
| Name: | Xxxxx X. Xxxxxx | ||
| Title: | Vice President & Assistant Treasurer | ||
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Schedule A
Fee Schedule for Virtus Equity Trust, Virtus Opportunities Trust and Virtus Retirement Trust and the Series Thereof Where BNYM
is the Sub-Transfer Agent
Effective Date: June 12, 2017
Total Transfer Agent Fee |
BNYM Portion of Total Fee | ||||
| Direct Accounts | $9.20 per account per annum up to 130,000 accounts | $9.20 per account per annum up to 130,000 accounts | |||
| $8.30 per account per annum (for accounts in excess of 130,000 accounts) | $8.30 per account per annum (for accounts in excess of 130,000 accounts) | ||||
| Networked Accounts | $6.25 per account | $6.25 per account | |||
| Closed Accounts | $0.50 per account | $0.50 per account | |||
| Compliance Fee | 4.25% of per account fees | 4.25% of per account fees | |||
| Oversight & Service | Money Market Funds | 0 | |||
| All assets | 0.25 bps | ||||
| Other Funds | |||||
| 0 - $15,000,000,000 | 4.50 bps | ||||
| $15,000,000,001 - $30,000,000,000 | 4.25 bps | ||||
| $30,000,000,001 - $50,000,000,000 | 4.00 bps | ||||
| Over $50,000,000,000 | 3.75 bps | ||||
Credit to Certain Fees:
Any Fund with net assets in excess of $10 billion will receive an offsetting credit to its Oversight & Service fee, such that the portion of its net assets in excess of $10 billion will only be assessed an Oversight & Service fee of 3.25 bps. The Oversight & Service fee for the portion of such a Fund’s net assets up to and inclusive of the first $10 billion will remain consistent with the fee schedule above.
Account Charges:
Account Charges will be allocated on the basis of the number of accounts.
Base Fees:
Base Fees will be allocated according to average net assets.
Out-of-Pocket Expenses:
Out-of-pocket expenses include, but are not limited to: expenses invoiced by broker-dealers and financial institutions for shareholder servicing, confirmation production, postage, forms, telephone, microfilm, microfiche, stationary and supplies, and expenses incurred at the specific direction of the Fund. Postage for mass mailings is due seven days in advance of the mailing date.
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Schedule A
Fee Schedule for Virtus Asset Trust and the Series Thereof Where BFDS is the
Sub-Transfer Agent
Effective Date: June 12, 2017
Total Transfer Agent Fee |
BFDS Portion of Total Fee1 | ||||
| Direct Accounts | $18.00 per account per annum | $18.00 per account per annum | |||
| Networked Accounts | $7.00 per account | $7.00 per account | |||
| Closed Accounts | $1.80 per account | $1.80 per account | |||
| Asset Base Fee | .08 bps on the first $25 billion in assets | .08 bps on the first $25 billion in assets | |||
| .07 bps on the next $5 billion in assets | .07 bps on the next $5 billion in assets | ||||
| .06 bps on the assets over $30 billion | .06 bps on the assets over $30 billion | ||||
| Oversight & Service | Money Market Funds | 0 | |||
| All assets | 0.25 bps | ||||
| Other Funds | |||||
| 0 - $15,000,000,000 | 4.50 bps | ||||
| $15,000,000,001 - $30,000,000,000 | 4.25 bps | ||||
| $30,000,000,001 - $50,000,000,000 | 4.00 bps | ||||
| Over $50,000,000,000 | 3.75 bps | ||||
| Annual Base Fee: $17,500.00 per year | Annual Base Fee: $17,500.00 per year | ||||
| Escheatment and UPA Services Fees | External Data Feed Fee: $500.00 per data feed execution | External Data Feed Fee: $500.00 per data feed execution | |||
| Reportable CUSIP Fee: $250 per CUSIP | Reportable CUSIP Fee: $250 per CUSIP | ||||
| Escheated Item Fee: $5 per item | Escheated Item Fee: $5 per item | ||||
Credit to Certain Fees:
Any Fund with net assets in excess of $10 billion will receive an offsetting credit to its Oversight & Service fee, such that the portion of its net assets in excess of $10 billion will only be assessed an Oversight & Service fee of 3.25 bps. The Oversight & Service fee for the portion of such a Fund’s net assets up to and inclusive of the first $10 billion will remain consistent with the fee schedule above.
Account Charges:
Account Charges will be allocated on the basis of the number of accounts.
Basis Point Fees:
Base Fees will be allocated according to average net assets.
| 1 | A complex minimum fee of $550,000 will apply annually and is the higher of the open & closed account fees plus basis point fees for the minimum. |
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Out-of-Pocket Expenses:
Out-of-pocket expenses include, but are not limited to: expenses invoiced by broker-dealers and financial institutions for shareholder servicing, confirmation production, postage, forms, telephone, microfilm, microfiche, stationary and supplies, AML/CIP, excessive trade monitoring, NSCC, freight, quarterly statements, customized programming/enhancements, disaster recovery, hardware at your facility, telecommunications/network configuration, state tax reporting and lost shareholder search/tracking, and expenses incurred at the specific direction of the Fund. Postage for mass mailings is due seven days in advance of the mailing date.
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