0001047469-12-008863 Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • September 17th, 2012 • Stone Harbor Emerging Markets Total Income Fund • New York

AGREEMENT, dated as of September 7, 2012 between Stone Harbor Emerging Markets Total Income Fund, 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 Mellon, 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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MANAGEMENT CONTRACT
Management Contract • September 17th, 2012 • Stone Harbor Emerging Markets Total Income Fund • New York

This Management Contract is dated as of , 2012 between STONE HARBOR EMERGING MARKETS TOTAL INCOME FUND, a Massachusetts business trust (the “Fund”), and STONE HARBOR INVESTMENT PARTNERS LP, a Delaware limited partnership (the “Manager”).

SERVICE AGREEMENT FOR TRANSFER AGENT SERVICES TO Stone Harbor Emerging Markets Total Income Fund
Service Agreement • September 17th, 2012 • Stone Harbor Emerging Markets Total Income Fund • New York

THIS SERVICE AGREEMENT FOR TRANSFER AGENT SERVICES (this “Agreement”) between Stone Harbor Emerging Markets Total Income Fund, a business trust organized and existing under the laws of the Commonwealth of Massachusetts (“Client”) and Computershare Shareowner Services, LLC , a New Jersey limited liability company (“Agent”), is dated as of .

ORGANIZATIONAL AND OFFERING EXPENSES REIMBURSEMENT AGREEMENT
Organizational and Offering Expenses Reimbursement Agreement • September 17th, 2012 • Stone Harbor Emerging Markets Total Income Fund • New York

AGREEMENT made this [ ] day of [ ], 2012, by and between STONE HARBOR EMERGING MARKETS TOTAL INCOME FUND, a Massachusetts business trust (the “Fund”), and STONE HARBOR INVESTMENT PARTNERS LP, a Delaware limited partnership (the “Adviser”).

MARKETING, ADMINISTRATION, BOOKKEEPING AND PRICING SERVICES AGREEMENT
Marketing, Administration, Bookkeeping and Pricing Services Agreement • September 17th, 2012 • Stone Harbor Emerging Markets Total Income Fund • Colorado

THIS AGREEMENT is made as of , 2012, between Stone Harbor Emerging Markets Total Income Fund, a business trust organized under the laws of the Commonwealth of Massachusetts (the “Fund”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

STONE HARBOR EMERGING MARKETS TOTAL INCOME FUND Subscription Agreement
Subscription Agreement • September 17th, 2012 • Stone Harbor Emerging Markets Total Income Fund

This Subscription Agreement made as of September 7, 2012, by and between Stone Harbor Emerging Markets Total Income Fund, a Massachusetts business trust (the “Fund”), and Stone Harbor Investment Partners LP (the “Subscriber”).

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