JOINDER AGREEMENT AND AMENDMENT
Exhibit h.4.l
EXECUTION
JOINDER AGREEMENT AND AMENDMENT
TO
SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
This Joinder Agreement and Amendment dated September 21, 2017 and effective October 9, 2017 is by and among Virtus Fund Services, LLC (“Company”), the trusts known as Virtus Mutual Funds listed on Exhibit A, Virtus Variable Insurance Trust and Virtus Alternative Solutions Trust (each, a “Fund” and together, the “Funds”) and The Bank of New York Mellon (as assigned from BNY Mellon Investment Servicing (US) Inc. on or about June 30, 2017) (“BNY Mellon”).
BACKGROUND:
| A. | Company, Virtus Mutual Funds 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 on February 24, 2014, December 10, 2015, July 27, 2016 and April __, 2017 for the purpose of amending the Agreement and adding or removing certain Funds. |
| B. | The parties desire to amend the Agreement as set forth herein. |
| C. | 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 investment company 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. | The first and second sentences in Section 15 of the Agreement, as amended by the Amendment to Sub-Administration and Accounting Services Agreement dated April __, 2017, are hereby deleted and replaced with the following: |
“This Agreement shall continue through October 9, 2022 (the “Initial Term”). Thereafter, this Agreement shall continue automatically for a successive term of one (1) year (“Renewal Term”); provided however, that this Agreement may be terminated at the end of its Initial Term or any subsequent date by BNY Mellon upon 90 days’ prior written notice to the other parties, and by Company or the Funds upon 60 days’ prior written notice to BNY Mellon.”
EXECUTION
| 3. | The second paragraph of Section 15 of the Agreement, as amended by the Amendment to Sub-Administration and Accounting Services Agreement dated April __, 2017, is hereby deleted and replaced with the following: |
“In addition, Company may terminate this Agreement prior to the end of the Initial Term or any Renewal Term in accordance with the Service Level Standards dated October 9, 2017 as agreed to among the parties.”
| 4. | For clarity, as of the effective date of this Amendment the Agreement shall be deemed to be in its “Initial Term” (as defined in Section 1 above) rather than in a “Renewal Term.” |
| 5. | Exhibit A to the Agreement shall be amended and restated as attached hereto. |
| 6. | Exhibit B to the Agreement shall be amended and restated as attached hereto. |
| 7. | Miscellaneous. |
| (a) | As amended and supplemented hereby, the Agreement shall remain in full force and effect. |
| (b) | This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The facsimile signature of any party to this Amendment shall constitute the valid and binding execution hereof by such party. |
[Signature page follows.]
EXECUTION
IN WITNESS WHEREOF, each party hereto has caused this Amendment to be executed by its duly authorized representatives designated below as of the day and year first above written.
THE BANK OF NEW YORK MELLON
| By: | _/s/ Xxxxxxx Fernandez_ |
| Name: | _Armando Fernandez___ |
| Title: | _Vice President________ |
VIRTUS FUND SERVICES, LLC
| By: | _/s/ Xxx Hackett_______ |
| Name: | __Amy Hackett________ |
| Title: | _VP__________________ |
VIRTUS MUTUAL FUNDS:
VIRTUS ALTERNATIVE SOLUTIONS TRUST
VIRTUS ASSET TRUST
VIRTUS OPPORTUNITIES TRUST
VIRTUS RETIREMENT TRUST
VIRTUS VARIABLE INSURANCE TRUST
| By: | _/s/ Xxx Hackett_______ |
| Name: | __Amy Hackett________ |
| Title: | _VP__________________ |
EXECUTION
EXHIBIT A
THIS EXHIBIT A, dated ____________, 2017 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 BNY Mellon Investment Servicing (US) Inc.
FUNDS
VIRTUS MUTUAL FUNDS
Virtus Alternative Solutions Trust
Virtus Asset Trust
Virtus Opportunities Trust
Virtus Retirement Trust
Virtus Variable Insurance Trust
EXECUTION
EXHIBIT B
THIS EXHIBIT B, dated ___________ ___, 2017 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 BNY Mellon Investment Servicing (US) Inc.
PORTFOLIOS
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 Silvant Large-Cap Growth Stock Fund
Virtus Silvant Small-Cap Growth Stock Fund
Xxxxxx Xxxxxxxxxxx Innovative Growth Stock Fund
Virtus WCM International Equity Fund
Virtus Conservative Allocation Strategy Fund
Virtus Growth Allocation Strategy Fund
Virtus Seix U.S. Mortgage Fund
Virtus Seix Limited Duration Fund
Virtus Seix Core Bond Fund
Virtus Seix Corporate Bond Fund
Virtus Seix Total Return Bond Fund
Virtus Seix Short-Term Bond Fund
Virtus Seix U.S. Government Securities Ultra-Short Bond Fund
Virtus Seix Ultra-Short Bond Fund
Virtus Seix Floating Rate High Income Fund
Virtus Seix High Income Fund
Virtus Seix High Yield Fund
Virtus Seix Georgia Tax-Exempt Bond Fund
Virtus Seix High Grade Municipal Bond Fund
Virtus Seix Investment Grade Tax-Exempt Bond Fund
Virtus Seix North Carolina Tax-Exempt Bond Fund
Virtus Seix Short-Term Municipal Bond Fund
Virtus Seix Virginia Intermediate Municipal Bond Fund
EXECUTION
Virtus Strategic Allocation Fund*
(formerly, Virtus Balanced Fund)
Virtus Contrarian Value Fund
Virtus Rampart Enhanced Core Equity Fund*
(formerly, Virtus Growth & Income Fund)
Virtus KAR Mid-Cap Core Fund*
(formerly, Virtus Mid-Cap Core Fund)
Virtus KAR Mid-Cap Growth Fund*
(formerly, Virtus Mid-Cap Growth Fund)
Virtus KAR Global Quality Dividend Fund
(formerly Virtus Quality Large-Cap Value Fund*)
Virtus KAR Small-Cap Value Fund*
(formerly, Virtus Quality Small-Cap Fund)
Virtus KAR Small-Cap Core Fund*
(formerly, Virtus Small-Cap Core Fund)
Virtus KAR Small-Cap Growth Fund*
(formerly, Virtus Small-Cap Sustainable Growth Fund)
Virtus KAR Capital Growth Fund*
(formerly Virtus Strategic Growth*)
Virtus Tactical Allocation Fund*
Virtus Opportunities Trust
Virtus Newfleet Bond Fund*
(formerly, Xxxxxx Xxxx Fund)
Virtus Newfleet CA Tax-Exempt Bond Fund*
(formerly, Virtus CA Tax-Exempt Bond Fund)
Xxxxxx Xxxxxxxx Emerging Markets Opportunities Fund*
(formerly, Virtus Emerging Markets Opportunities Fund)
Virtus KAR Emerging Markets Small-Cap Fund*
(formerly, Virtus Emerging Markets Small-Cap Fund)
Xxxxxx Xxxxxxxx Foreign Opportunities Fund*
(formerly, Virtus Foreign Opportunities Fund)
Xxxxxx Xxxx & Xxxxxx Global Infrastructure Fund*
(formerly, Virtus Global Infrastructure Fund)
Xxxxxx Xxxxxxxx Global Opportunities Fund*
(formerly, Virtus Global Opportunities Fund)
Xxxxxx Xxxx & Xxxxxx Global Real Estate Securities Fund*
(formerly, Virtus Global Real Estate Securities Fund)
Xxxxxx Xxxxxxxx Greater European Opportunities Fund*
(formerly, Virtus Greater European Opportunities Fund)
EXECUTION
Xxxxxx Xxxxxxxx Fund*
Virtus Newfleet High Yield Fund*
(formerly, Virtus High Yield Fund)
Xxxxxx Xxxx & Xxxxxx International Equity Fund*
(formerly, Virtus International Equity Fund)
Xxxxxx Xxxx & Xxxxxx International Real Estate Securities Fund*
(formerly, Virtus International Real Estate Securities Fund)
Virtus KAR International Small Cap Fund*
(formerly, Virtus International Small Cap Fund)
Virtus Horizon International Wealth Masters Fund
(formerly, Virtus International Wealth Masters Fund)
Virtus Newfleet Low Duration Income Fund*
(formerly, Virtus Low Duration Income Fund)
Virtus Rampart Low Volatility Fund*
(formerly, Virtus Low Volatility Equity Fund*)
Virtus Newfleet Multi-Sector Intermediate Bond Fund*
(formerly, Virtus Multi-Sector Intermediate Bond Fund)
Virtus Newfleet Multi-Sector Short Term Bond Fund*
(formerly, Virtus Multi-Sector Short Term Bond Fund)
Xxxxxx Xxxx & Xxxxxx Real Estate Securities Fund*
(formerly, Virtus Real Estate Securities Fund)
Virtus Newfleet Senior Floating Rate Fund*
(formerly, Virtus Senior Floating Rate Fund)
Virtus Newfleet Tax-Exempt Bond Fund*
(formerly, Virtus Tax-Exempt Bond Fund)
Virtus Horizon Wealth Masters Fund*
(formerly, Virtus Wealth Masters Fund)
Virtus Alternatives Diversifier Fund*
Virtus Sector Trend Fund
Virtus Equity Trend Fund
Virtus Multi-Asset Trend Fund
Virtus Global Equity Trend Fund
Virtus Retirement Trust
Virtus DFA 2015 Target Date Retirement Income Fund
Virtus DFA 2020 Target Date Retirement Income Fund
Virtus DFA 2025 Target Date Retirement Income Fund
Virtus DFA 2030 Target Date Retirement Income Fund
Virtus DFA 2035 Target Date Retirement Income Fund
Virtus DFA 2040 Target Date Retirement Income Fund
EXECUTION
Virtus DFA 2045 Target Date Retirement Income Fund
Virtus DFA 2050 Target Date Retirement Income Fund
Virtus DFA 2055 Target Date Retirement Income Fund
Virtus DFA 2060 Target Date Retirement Income Fund
VIRTUS VARIABLE INSURANCE TRUST
Virtus KAR Capital Growth Series*
(formerly, Virtus Capital Growth Series)
Virtus Growth & Income Series*
Xxxxxx Xxxx & Xxxxxx International Series*
(formerly, Virtus International Series)
Virtus Newfleet Multi-Sector Intermediate Bond Series*
(formerly, Virtus Multi-Sector Fixed Income Series)
Virtus Rampart Enhanced Core Equity Series
Xxxxxx Xxxx & Xxxxxx Real Estate Securities Series*
(formerly, Virtus Real Estate Securities Series)
Virtus KAR Small-Cap Growth Series*
(formerly, Virtus Small-Cap Growth Series)
Virtus KAR Small-Cap Value Series*
(formerly, Virtus Small-Cap Value Series)
Virtus Strategic Allocation Series*
VIRTUS ALTERNATIVE SOLUTIONS TRUST
Virtus Newfleet Credit Opportunities Fund
(formerly, Virtus Credit Opportunities Fund)
Xxxxxx Xxxx & Xxxxxx Select MLP Energy Fund
(formerly, Virtus Select MLP and Energy Fund)
Virtus Aviva Multi-Strategy Target Return Fund
(formerly, Virtus Multi-Strategy Target Return Fund)
*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.
