FOREIGN CUSTODY MANAGER AGREEMENT
Exhibit g.2.i
AMENDMENT AND JOINDER
TO
FOREIGN CUSTODY MANAGER AGREEMENT
This Amendment (“Amendment”) dated August 27, 2020 (“Effective Date”) is by and between Duff & Xxxxxx Select MLP and Midstream Energy Fund Inc., 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. and Virtus Variable Insurance Trust, (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 to Foreign Custody Manager Agreement was entered into among the parties other than VATS Offshore Fund, Ltd., on December 1, 2018 and effective as of September 11, 2017 and Amendments to Foreign Custody Manager Agreement were entered into among the parties other than VATS Offshore Fund, Ltd., on March 8, 2019, May 22, 2019 and September 1, 2019 and November 15, 2019 for the purpose of adding and/or removing certain Funds. |
| C. | BNY Mellon and each Fund desire that each Fund be a party to the FCM Agreement and receive the foreign custody management services set forth in the FCM Agreement and desire to amend the FCM 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 Amendment and Joinder, each Fund and BNY Mellon agree to become a party to, and be bound by, and to comply with the terms of the FCM Agreement in the same manner as if each of the undersigned were an original signatory to the FCM Agreement. For the avoidance of doubt, each Fund listed at Annex I shall be considered to have a separate agreement with such Fund and BNY Mellon and hereby appoints BNY Mellon to provide foreign custody management services in accordance with the terms set forth in the FCM Agreement. BNY Mellon accepts such appointment and agrees to furnish such services. For clarity, even if a Fund |
| is not registered under the U.S. Investment Company Act of 1940, the Fund is intended to be a party under the FCM Agreement. | ||
| 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 hereof 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 Amendment and may be used for all purposes in lieu of a manually executed and physically delivered copy of this Amendment. |
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.
DUFF & XXXXXX SELECT MLP AND MIDSTREAM ENERGY FUND INC.
VIRTUS ALTERNATIVE SOLUTIONS TRUST
VATS OFFSHORE FUND, LTD.
VIRTUS ASSET TRUST
VIRTUS GLOBAL MULTI-SECTOR INCOME FUND
VIRTUS OPPORTUNITIES TRUST
VIRTUS RETIREMENT TRUST
VIRTUS TOTAL RETURN FUND INC.
VIRTUS VARIABLE INSURANCE TRUST
| By: | /s/ W. Xxxxxxx Xxxxxxx | |
| Name: | W. Xxxxxxx Xxxxxxx | |
| Title: | EVP, CFO and Treasurer | |
| THE BANK OF NEW YORK MELLON | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: | Xxxxxx Xxxxxx | |
| Title: | Vice President | |
ANNEX I
THIS ANNEX I, dated as of August 27, 2020, is the Annex I to that certain Foreign Custody Manager Agreement dated as of March 21, 2014, as amended, between each investment company on Annex I and The Bank of New York Mellon.
List of Funds and Series
| Fund: | DUFF & XXXXXX SELECT MLP AND MIDSTREAM ENERGY FUND INC. (formerly, Duff & Xxxxxx Select Energy MLP Fund Inc.) |
| Fund: | VIRTUS ALTERNATIVE SOLUTIONS TRUST |
Series:
Virtus Aviva Multi-Strategy Target Return Fund
Xxxxxx Xxxx & Xxxxxx Select MLP and Energy Fund
Virtus KAR Long/Short Equity Fund
| Fund: | VATS OFFSHORE FUND, LTD.1 |
| 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
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. Mortgage 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
Virtus Silvant Small-Cap Growth Stock Fund
Xxxxxx Xxxxxxxxxxx Innovative Growth Stock Fund
1 Effective September 1, 2020.
| Fund: | VIRTUS EQUITY TRUST |
Series:
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 Global Growth Fund
Virtus SGA Emerging Markets Growth Fund
Virtus Tactical Allocation Fund
| Fund: | VIRTUS GLOBAL MULTI-SECTOR INCOME 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 (formerly Virtus Rampart Alternatives Diversifier Fund) (name change effective February 28, 2020)
Virtus FORT Trend Fund (formerly, Virtus Rampart Equity 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
Virtus Rampart Multi-Asset Trend Fund2
Virtus Rampart Sector Trend Fund2
Xxxxxx Xxxxxxxx Emerging Markets Opportunities Fund
Xxxxxx Xxxxxxxx Foreign Opportunities Fund
2 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 Schedule I if such merger occurs as expected.
Xxxxxx Xxxxxxxx Global Opportunities Fund
Xxxxxx Xxxxxxxx Greater European Opportunities Fund
| Fund: | VIRTUS RETIREMENT TRUST |
Series:
None
| 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 (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
