FORM OF AMENDMENT TO CUSTODY AGREEMENT
Exhibit 99.(g)(1)(r)
EXECUTION
FORM OF
AMENDMENT
TO
CUSTODY AGREEMENT
This Amendment (“Amendment”) dated [______] [__], [______] (“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. (solely for purposes of section 3 of this Amendment), Virtus Investment Trust, Virtus Strategy Trust, The Merger Fund, The Merger Fund VL, Virtus Event Opportunities Trust, Stone Harbor Leveraged Loan Fund LLC, ALPHASIMPLEX MANAGED FUTURES STRATEGY CAYMAN FUND LTD. and ALPHASIMPLEX GLOBAL ALTERNATIVES CAYMAN FUND LTD. (each, the “Fund” and collectively, the “Funds”) and The Bank of New York Mellon (“BNY”).
BACKGROUND:
| A. | BNY and the Virtus Alternative Solutions Trust entered into a Custody Agreement dated as of March 21, 2014, as amended (the “Agreement”) relating to BNY’s provision of custody services. Joinder Agreements and Amendments to the Custody Agreement were entered into among certain 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, September 30, 2022 and May 19, 2023 for the purpose of amending the Agreement and/or adding or removing certain Funds and/or Series. |
| B. | This Background section is incorporated by reference into and made a part of this Amendment. |
TERMS:
The parties hereby agree that:
| 1. | Section 10.2(a) of the Agreement shall be amended and restated in its entirety as follows: This Agreement shall continue through December 1, 2027 (the “Initial Term”). |
| 2. | 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). |
| 3. | VATS Offshore Fund, Ltd. is removed from Schedule I of the Agreement. |
| 4. | 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, as to items described in this Amendment, 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 this 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. |
| 2 |
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 FUND LLC | ||
| By: | ||
| Name: | ||
| Title: | ||
| VIRTUS ALTERNATIVE SOLUTIONS TRUST VATS OFFSHORE FUND, LTD. (solely for purposes of section 3 of this Amendment) 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 ALPHASIMPLEX MANAGED FUTURES STRATEGY CAYMAN FUND LTD. ALPHASIMPLEX GLOBAL ALTERNATIVES CAYMAN FUND LTD. |
||
| By: | ||
| Name: | ||
| Title: | ||
Address for Notices:
[Applicable Fund(s)]
Xxx Xxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxxxx Xxxxxxxx
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With a copy to:
Virtus Fund Services, LLC
Xxx Xxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Counsel
| THE BANK OF NEW YORK MELLON | ||
| By: | ||
| Name: | ||
| Title: | ||
Address for Notices:
The Bank of New York Mellon
000 Xxxxxxxxx Xxxxxx
New York, New York 10286
Attention: General Counsel
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