AMENDMENT AND JOINDER TO FOREIGN CUSTODY MANAGER AGREEMENT
Exhibit 99.(g)(2)(p)
Execution Version
AMENDMENT AND
JOINDER
TO
FOREIGN CUSTODY MANAGER AGREEMENT
This Amendment (“Amendment”) dated May 19, 2023 (“Effective Date”) is by and between each of Virtus Alternative Solutions Trust, VATS Offshore Fund, Ltd., Virtus Asset Trust, Virtus Equity Trust, Virtus Global Multi-Sector Income Fund, Virtus Opportunities Trust, Virtus Retirement Trust, Virtus Total Return Fund Inc., Virtus Variable Insurance Trust, Virtus Investment Trust, Virtus Strategy Trust, Virtus Artificial Intelligence & Technology Opportunities Fund, Virtus Convertible & Income 2024 Target Term Fund, Virtus Convertible & Income Fund, Virtus Convertible & Income Fund II, Virtus Diversified Income & Convertible Fund, Virtus Equity & Convertible Income Fund, Virtus Dividend, Interest & Premium Strategy Fund, The Merger Fund®, The Merger Fund® VL, Virtus Event Opportunities Trust, Xxxxxx Xxxxx Harbor Emerging Markets Income Fund, and Xxxxxx Xxxxx Harbor Emerging Markets Total Income Fund (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 Foreign Custody Manager Agreement dated as of March 21, 2014, as amended (the “FCM Agreement”) relating to BNY Mellon’s provision of foreign custody services. |
| B. | A Joinder Agreement and Amendments to Foreign Custody Manager Agreement were entered into among the parties on December 1, 2018 and effective as of September 11, 2017, March 8, 2019, May 22, 2019, September 1, 2019, November 15, 2019, August 27, 2020, November 13, 2020, May 19, 2021, February 12, 2022, April 4, 2022 and September 30, 2022 for the purpose of amending the Agreement and/or adding or removing certain Funds. |
| C. | 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. |
| 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 and Xxxxxxx, each Fund and BNY Mellon agrees to become a party to, and be bound by, and to comply with the terms |
Execution Version
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 Annex 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. | Annex I to the FCM Agreement is hereby deleted in its entirety and replaced with Annex I attached hereto. | |
| 3. | Miscellaneous. |
| (a) | Capitalized terms not defined in this Agreement shall have the same meanings as set forth in the FCM Agreement. In the event of a conflict between the terms hereof and the FCM Agreement this Agreement shall control. |
| (b) | As hereby amended and supplemented, the FCM Agreement shall remain in full force and effect. |
| (c) | The FCM Agreement, as supplemented 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 Agreement 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 |
Execution Version
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 Version
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.
VIRTUS ALTERNATIVE SOLUTIONS TRUST
VATS OFFSHORE FUND, LTD.
VIRTUS ASSET TRUST
VIRTUS GLOBAL MULTI-SECTOR INCOME FUND
VIRTUS INVESTMENT TRUST
VIRTUS OPPORTUNITIES TRUST
VIRTUS RETIREMENT TRUST
VIRTUS STRATEGY TRUST
VIRTUS TOTAL RETURN FUND INC.
VIRTUS VARIABLE INSURANCE TRUST
VIRTUS ARTIFICIAL INTELLIGENCE & TECHNOLOGY OPPORTUNITIES FUND
VIRTUS CONVERTIBLE & INCOME 2024 TARGET TERM FUND
VIRTUS CONVERTIBLE & INCOME FUND
VIRTUS CONVERTIBLE & INCOME FUND II
VIRTUS DIVERSIFIED INCOME & CONVERTIBLE FUND
VIRTUS EQUITY & CONVERTIBLE INCOME FUND
VIRTUS DIVIDEND, INTEREST & PREMIUM STRATEGY FUND
THE MERGER FUND®
THE MERGER FUND®VL
VIRTUS EVENT OPPORTUNITIES TRUST
XXXXXX XXXXX HARBOR EMERGING MARKETS INCOME FUND
XXXXXX XXXXX HARBOR EMERGING MARKETS TOTAL INCOME FUND
| 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 | ||
Execution Version
THE BANK OF NEW YORK MELLON
|
By: /s/ |
Xxxxxxx Xxxxxxx |
| Name: /s/ | Xxxxxxx Xxxxxxx |
| Title: | Managing Director |
Execution Version
ANNEXI
THIS XXXXX X, dated as of May 19, 2023, is the Annex I to that certain Foreign Custody Manager Agreement dated as of March 21, 2014, as amended, between each Fund on Annex I and The Bank of New York Mellon.
List of Funds and Series
Fund: VATS OFFSHORE FUND, LTD.
Fund: VIRTUS ARTIFICIAL INTELLIGENCE & TECHNOLOGY OPPORTUNITIES FUND
Fund: VIRTUS CONVERTIBLE & INCOME 2024 TARGET TERM FUND
Fund: VIRTUS CONVERTIBLE & INCOME FUND
Fund: VIRTUS CONVERTIBLE & INCOME FUND II
Fund: VIRTUS DIVERSIFIED INCOME & CONVERTIBLE FUND
Fund: VIRTUS EQUITY & CONVERTIBLE INCOME FUND
Fund: VIRTUS ALTERNATIVE SOLUTIONS TRUST
Series:
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
Fund: VIRTUS ASSET TRUST
Series:
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
Execution Version
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 SGA International Growth Fund
Virtus Silvant Large-Cap Growth Stock Fund
Xxxxxx Xxxxxxxxxxx Innovative Growth Stock Fund
Fund: VIRTUS DIVIDEND, INTEREST & PREMIUM STRATEGY FUND
Fund: VIRTUS EQUITY TRUST
Series:
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 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 Global Growth Fund
Virtus SGA Emerging Markets Growth Fund
Virtus SGA New Leaders Growth Fund
Virtus Tactical Allocation Fund
Fund: VIRTUS GLOBAL MULTI-SECTOR INCOME FUND
Fund: VIRTUS INVESTMENT TRUST
Series:
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
Execution Version
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)
Fund: VIRTUS OPPORTUNITIES TRUST
Series:
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 Estate Securities Fund
Xxxxxx Xxxx & Xxxxxx Real Asset Fund
Virtus FORT Trend Fund
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
Virtus Newfleet Multi-Sector Short Term Bond Fund
Virtus Newfleet Senior Floating Rate Fund
Virtus Newfleet 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 Income Fund (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
Fund: VIRTUS RETIREMENT TRUST
Series:
None
Execution Version
Fund: VIRTUS STRATEGY TRUST
Series:
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)
Fund: VIRTUS TOTAL RETURN FUND INC.
Fund: VIRTUS VARIABLE INSURANCE TRUST
Series:
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
Fund: THE MERGER FUND®
Fund: THE MERGER FUND® VL
Execution Version
Fund: VIRTUS EVENT OPPORTUNITIES TRUST
Series:
Virtus Westchester Event Driven Fund
Virtus Westchester Credit Event Fund
Fund: XXXXXX XXXXX HARBOR EMERGING MARKETS INCOME FUND
Fund: XXXXXX XXXXX HARBOR EMERGING MARKETS TOTAL INCOME FUND
Fund: ALPHASIMPLEX MANAGED FUTURES STRATEGY CAYMAN FUND LTD.
Fund: ALPHASIMPLEX GLOBAL ALTERNATIVES CAYMAN FUND LTD.
