0000904454-07-000597 Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • July 20th, 2007 • Stone Harbor Investment Funds • New York

AGREEMENT, dated as of June 26, 2007 between Stone Harbor Investment Funds, a business trust organized and existing under the laws of the Commonwealth of Massachusetts, having its principal office and place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203 (the “Fund”) and The Bank of New York, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).

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FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • July 20th, 2007 • Stone Harbor Investment Funds • New York

WHEREAS, BNY desires to serve as a Foreign Custody Manager and perform the duties set forth herein on the terms and conditions contained herein;

MANAGEMENT CONTRACT
Management Contract • July 20th, 2007 • Stone Harbor Investment Funds

This Management Contract is dated as of June 21, 2007 between STONE HARBOR INVESTMENT FUNDS, a Massachusetts business trust (the “Trust”), on behalf of its Stone Harbor Emerging Markets Debt Fund series (the “Fund”), and STONE HARBOR INVESTMENT PARTNERS LP, a Delaware limited partnership (the “Manager”).

BROKER DEALER SELLING AGREEMENT
Broker Dealer • July 20th, 2007 • Stone Harbor Investment Funds • Colorado

THIS BROKER DEALER SELLING AGREEMENT (“Agreement”) made and entered into between ALPS Distributors, Inc. (“ADI”), a Colorado corporation having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203, and____________________________________, a _________________________ company having its principal place of business ________________________________________________________ (hereinafter “Broker/Dealer”).

DISTRIBUTION AGREEMENT
Distribution Agreement • July 20th, 2007 • Stone Harbor Investment Funds • Massachusetts

AGREEMENT dated as of June 21, 2007, between Stone Harbor Investment Funds (the “Fund”), an open-end, management investment company organized as a Massachusetts business trust, having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado, 80203, on behalf of its series listed in Schedule A (each, a “Portfolio”), and ALPS Distributors, Inc., a Colorado corporation and a registered broker-dealer under the Securities Exchange Act of 1934 (the “Distributor”).

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • July 20th, 2007 • Stone Harbor Investment Funds • New York

This Transfer Agency and Services Agreement (the “Agreement”) made this 21st day of June, 2007, between Stone Harbor Investment Funds, a business trust established under the laws of the Commonwealth of Massachusetts (the “Fund”) and ALPS Fund Services, Inc., a Colorado corporation having its principal office at 1290 Broadway, Suite 1100, Denver, Colorado 80203 (the “Transfer Agent”).

FUND ACCOUNTING AND ADMINISTRATION AGREEMENT
Fund Accounting and Administration Agreement • July 20th, 2007 • Stone Harbor Investment Funds • Colorado

This Fund Accounting and Administration Agreement (the “Agreement”) made this 21st day of June, 2007, between Stone Harbor Investment Funds (the “Fund”) a business trust organized under the laws of the Commonwealth of Massachusetts (the “Fund”), and ALPS Fund Services, Inc., (“ALPS”) a Colorado corporation.

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