0001193125-10-267708 Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • November 23rd, 2010 • Stone Harbor Emerging Markets Income Fund • New York

AGREEMENT, dated as of , 200 between *, a business trust organized and existing under the laws of the State of ** having its principal office and place of business at *** (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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STONE HARBOR EMERGING MARKETS INCOME FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST November 17, 2010
Agreement and Declaration of Trust • November 23rd, 2010 • Stone Harbor Emerging Markets Income Fund • Massachusetts

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made this 17th day of November, 2010, by the Trustees hereunder, and by the holders of shares of beneficial interest to be issued hereunder as hereinafter provided, amending and restating the Agreement and Declaration of Trust, as amended, made at Boston, Massachusetts the 10th day of September, 2010, for the purposes of eliminating references to the sole initial trustee, adding Trustees as signatories and making certain other changes hereto.

FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • November 23rd, 2010 • Stone Harbor Emerging Markets Income Fund • New York

AGREEMENT made as of , 200 by and between each entity listed on Annex I attached hereto (the “Fund”) and The Bank of New York Mellon (“BNY”).

MANAGEMENT CONTRACT
Management Contract • November 23rd, 2010 • Stone Harbor Emerging Markets Income Fund

This Management Contract is dated as of , 2010 between STONE HARBOR EMERGING MARKETS INCOME FUND, a Massachusetts business trust (the “Fund”), and STONE HARBOR INVESTMENT PARTNERS LP, a Delaware limited partnership (the “Manager”).

DISTRIBUTION ASSISTANCE AGREEMENT
Distribution Assistance Agreement • November 23rd, 2010 • Stone Harbor Emerging Markets Income Fund

THIS AGREEMENT, dated as of December __, 2010, is entered into by and between, Stone Harbor Emerging Markets Income Fund (the “Fund”), a Massachusetts statutory trust, Stone Harbor Investment Partners LP, a Delaware limited partnership (the “Adviser”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

MARKETING, ADMINISTRATION, BOOKKEEPING AND PRICING SERVICES AGREEMENT
Marketing, Administration, Bookkeeping and Pricing Services Agreement • November 23rd, 2010 • Stone Harbor Emerging Markets Income Fund • Colorado

THIS AGREEMENT is made as of December , 2010, between Stone Harbor Emerging Markets Income Fund (the “Fund”), a Massachusetts statutory trust, and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

STONE HARBOR EMERGING MARKETS INCOME FUND Subscription Agreement
Subscription Agreement • November 23rd, 2010 • Stone Harbor Emerging Markets Income Fund

This Subscription Agreement made as of November , 2010, by and between Stone Harbor Emerging Markets Income Fund, a Massachusetts business trust (the “Fund”), and Stone Harbor Investment Partners LP (the “Subscriber”).

ORGANIZATIONAL AND OFFERING EXPENSES REIMBURSEMENT AGREEMENT
Organizational and Offering Expenses Reimbursement Agreement • November 23rd, 2010 • Stone Harbor Emerging Markets Income Fund

AGREEMENT made this th day of November 2010, by and between STONE HARBOR EMERGING MARKETS INCOME FUND, a Massachusetts business trust (the “Fund”), and STONE HARBOR INVESTMENT PARTNERS LP, a Delaware limited partnership (the “Adviser”).

SERVICE AGREEMENT FOR TRANSFER AGENT SERVICES TO Stone Harbor Emerging Markets Income Fund
Service Agreement for Transfer Agent Services • November 23rd, 2010 • Stone Harbor Emerging Markets Income Fund • New York

THIS SERVICE AGREEMENT FOR TRANSFER AGENT SERVICES (this “Agreement”) between , a corporation (“Client”) and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company (“Agent”), is dated as of .

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