AMENDMENT AND JOINDER TO CUSTODY AGREEMENT
Execution Version
AMENDMENT AND JOINDER
TO
This Amendment (“Amendment”) dated September 30, 2022 (“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., Virtus Investment Trust and Virtus Strategy Trust, The Merger Fund, The Merger Fund VL, Virtus Event Opportunities Trust and Stone Harbor Leveraged Loan Fund LLC (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 Custody Agreement dated as of March 21, 2014, as amended (the “Agreement”) relating to BNY Mellon’s provision of custody services. A Joinder Agreement and Amendments to Custody Agreement were entered into among the 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 and June 10, 2022 for the purpose of amending the Agreement and/or adding or removing certain Funds. |
| B. | 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. |
| C. | This Background section 1s 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 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 Schedule 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. | Schedule I to the Agreement (which revised version is attached) is amended to reflect the removal of the following Portfolios: | |
Virtus AllianzGI Global Dynamic Allocation Fund | ||
Virtus AllianzGI Core Plus Bond Fund | ||
Virtus AllianzGI Preferred Securities and Income Fund |
| 3. | Schedule I to the Agreement is hereby deleted in its entirety and replaced with Schedule I attached hereto. | |
| 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, 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 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.
| STONE HARBOR LEVERAGED LOAN FUND LLC | |||
| By: | /s/ Xxxxxxx Xxxxx | ||
| Name: | Xxxxxxx Xxxxx | ||
| Title: | vice President | ||
VIRTUS ALTERNATIVE SOLUTIONS TRUST VATS OFFSHORE FUND LTD. 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 | |||
| By: | /s/ Xxxxxxx Xxxxxxxx | ||
| Name: | Xxxxxxx Xxxxxxxx | ||
| Title: | Vice President & Assistant Treasurer | ||
Address for Notices:
[Applicable Fund(s)]
Xxx Xxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxxxx Xxxxxxxx
With a copy to:
Virtus Fund Services, LLC
Xxx Xxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Counsel
| THE BANK OF NEW YORK MELLON | |||
| By: | /s/ Xxxxxxx Xxxxxxx | ||
| Name: | Xxxxxxx Xxxxxxx | ||
| Title: | Director | ||
Address for Notices:
The Bank of New York Mellon
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
SCHEDULE I
THIS SCHEDULE I, amended and restated as of September 30, 2022, is the Schedule I to that certain Custody Agreement dated as of March 21, 2014, as amended, between each Fund on Schedule I and The Bank of New York Mellon.
List of Funds and Portfolios
VIRTUS ALTERNATIVE SOLUTIONS TRUST
| Xxxxxx Xxxx & Xxxxxx Select MLP and Energy Fund | |
| Virtus KAR Long/Short Equity Fund |
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 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. Government Securities Ultra-Short Bond Fund | |
| Virtus Seix U.S. Mortgage Fund | |
| Virtus Seix Ultra-Short Bond Fund | |
| Virtus Silvant Large-Cap Growth Stock Fund | |
| Virtus Silvant Small-Cap Growth Stock Fund | |
| Virtus SGA International Growth Fund | |
| Xxxxxx Xxxxxxxxxxx Innovative Growth Stock Fund |
VIRTUS EQUITY TRUST
| 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-Cap Core Fund | |
| Virtus KAR Small-Cap Growth Fund | |
| Virtus KAR Small-Cap Value Fund |
| Virtus KAR Small-Mid Cap Core Fund | |
| Virtus KAR Small Mid-Cap Growth Fund | |
| Virtus KAR Small Mid-Cap Value Fund | |
| Virtus SGA Emerging Markets Growth Fund | |
| Virtus SGA Global Growth Fund | |
| Virtus SGA New Leaders Growth Fund | |
| Virtus Tactical Allocation Fund |
VIRTUS INVESTMENT TRUST
| 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 | |
| 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) |
VIRTUS STRATEGY TRUST
| 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 II (f/k/a Virtus High Yield Bond Fund; f/k/a Virtus AllianzGl High Yield Bond Fund) |
VIRTUS OPPORTUNITIES TRUST
| 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 Asset Fund | |
| Xxxxxx Xxxx & Xxxxxx Real Estate Securities Fund | |
| Virtus FORT Trend Fund | |
| Virtus KAR Developing Markets Fund | |
| Virtus KAR Emerging Markets 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 Seix Tax-Exempt Bond Fund | |
| Xxxxxx Xxxxx Harbor Emerging Markets Corporate Debt Fund | |
| Xxxxxx Xxxxx Harbor Emerging Markets Debt Fund | |
| Xxxxxx Xxxxx Harbor Emerging Markets Debt Allocation 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 |
VIRTUS RETIREMENT TRUST
| None |
VIRTUS VARIABLE INSURANCE TRUST
| Xxxxxx Xxxx & Xxxxxx Real Estate Securities Serie | |
| 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 |
THE MERGER FUND®
THE MERGER FUND®VL
VIRTUS EVENT OPPORTUNITIES TRUST
| Virtus Westchester Credit Event Fund | |
| Virtus Westchester Event-Driven Fund |
VATS OFFSHORE FUND LTD
STONE HARBOR LEVERAGED LOAN FUND LLC
