0001193125-12-073547 Sample Contracts

Morgan Stanley & Co. Incorporated MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Agreement • February 23rd, 2012 • Virtus Global Multi-Sector Income Fund • New York

This Master Agreement Among Underwriters (this “Master AAU”), dated as of May 20, 2011, is by and between Morgan Stanley & Co. Incorporated (“Morgan Stanley,” or “we”) and the party named on the signature page hereof (an “Underwriter,” as defined in Section 1.1 hereof, or “you”). From time to time we or one or more of our affiliates may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale of securities (an “Offering”) to which this Master AAU will apply, we will send the information set forth in Section 1.1 hereof to you by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire,” and collectively, an “AAU”), unless you are otherwise deemed to have accepted an

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Morgan Stanley & Co. LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Selected Dealers Agreement • February 23rd, 2012 • Virtus Global Multi-Sector Income Fund • New York

This Master Selected Dealers Agreement (this “Master SDA”), dated as of June 1, 2011, is by and between Morgan Stanley & Co. LLC (including its successors and assigns) (“we,” “our,” “us” or the “Manager”) and the party named on the signature page hereof (a “Dealer,” “you” or “your”). From time to time, in connection with an offering and sale (an “Offering”) of securities (the “Securities”), managed solely by us or with one or more other managers or co-managers, we or one or more of our affiliates may offer you (and others) the opportunity to purchase as principal a portion of such securities on the terms set forth herein as a Selected Dealer (as defined below).

STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • February 23rd, 2012 • Virtus Global Multi-Sector Income Fund • New York

This agreement is between Virtus Investment Advisers, Inc. (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to Virtus Global Multi-Sector Income Fund (the “Fund”).

STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • February 23rd, 2012 • Virtus Global Multi-Sector Income Fund • New York

This agreement is between Virtus Investment Advisers, Inc. (including any successor or assign by merger or otherwise, the “Company”) and UBS Securities LLC (“UBS”) with respect to Virtus Global Multi-Sector Income Fund (the “Fund”).

STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • February 23rd, 2012 • Virtus Global Multi-Sector Income Fund • New York

Reference is made to the Underwriting Agreement dated [—], 2012 (the “Underwriting Agreement”), by and among Virtus Global Multi-Sector Income Fund (the “Fund”), Virtus Investment Advisers, Inc. (the “Adviser”), Newfleet Asset Management, LLC and each of the Underwriters named in Schedule I thereto, with respect to the issue and sale of the Fund’s Common Shares (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.

SYNDICATION FEE AGREEMENT
Syndication Fee Agreement • February 23rd, 2012 • Virtus Global Multi-Sector Income Fund • New York

This agreement is between Virtus Investment Advisers, Inc. (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to Virtus Global Multi-Sector Income Fund (the “Fund”).

MASTER CUSTODY AGREEMENT
Master Custody Agreement • February 23rd, 2012 • Virtus Global Multi-Sector Income Fund • New York

AGREEMENT, dated as of December 7, 2011 between each entity listed in Exhibit A hereto (each, a “Fund” and collectively, the “Funds”), 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”).

ADMINISTRATION AGREEMENT
Administration Agreement • February 23rd, 2012 • Virtus Global Multi-Sector Income Fund • Connecticut

This Administration Agreement is made effective as of the 23rd day of February, 2012, by and between Virtus Global Multi-Sector Income Fund (the “Fund”), and VP Distributors, LLC, a Delaware limited liability company (the “Administrator”).

FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • February 23rd, 2012 • Virtus Global Multi-Sector Income Fund • New York

AGREEMENT made as of December 7, 2011 by and between each entity listed on Annex I attached hereto (the “Fund”) and The Bank of New York Mellon (“BNY”).

ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • February 23rd, 2012 • Virtus Global Multi-Sector Income Fund

This Accounting Services Agreement (“Agreement”) is made effective as of February 23, 2012 by and between VIRTUS GLOBAL MULTI-SECTOR INCOME FUND, a Delaware statutory trust (“Fund”) and BNY MELLON INVESTMENT SERVICING (US) INC., a Massachusetts corporation (“BNY Mellon”).

SUB-ADMINISTRATION SERVICES AGREEMENT
Sub-Administration Services Agreement • February 23rd, 2012 • Virtus Global Multi-Sector Income Fund

This Sub-Administration Services Agreement (“Agreement”) is made effective as of February 23, 2012 by and between VP DISTRIBUTORS, LLC, a Delaware limited liability company (“VP Distributors”) and BNY MELLON INVESTMENT SERVICING (US) INC., a Massachusetts corporation (“BNY Mellon”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • February 23rd, 2012 • Virtus Global Multi-Sector Income Fund

This Subscription Agreement, dated as of January 9, 2012, is by and between Virtus Global Multi-Sector Income Fund, a Delaware statutory trust (the “Fund”), and Virtus Partners, Inc. (the “Purchaser”).

Transfer Agency and Service Agreement Between Virtus Global Multi-Sector Income Fund and Computershare Trust Company, N.A. and Computershare Inc.
Agency and Service Agreement • February 23rd, 2012 • Virtus Global Multi-Sector Income Fund • Massachusetts

AGREEMENT effective as of the by and between Virtus Global Multi-Sector Income Fund , a Delaware Statutory Trust , having its principal office and place of business Hartford, Connecticut, (the “Fund”), and Computershare Inc., a Delaware corporation, and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company, having its principal office and place of business at 250 Royall Street, Canton, Massachusetts 02021 (collectively, the “Transfer Agent” or individually, “Computershare” and the “Trust Company”, respectively).

VIRTUS GLOBAL MULTI-SECTOR INCOME FUND INVESTMENT ADVISORY AGREEMENT
Virtus Global Multi • February 23rd, 2012 • Virtus Global Multi-Sector Income Fund • Delaware

THIS AGREEMENT, effective as of the 23rd day of February, 2012 (the “Contract Date”) by and between VIRTUS GLOBAL MULTI-SECTOR INCOME FUND, a Delaware statutory trust (the “Trust”) and Virtus Investment Advisers, Inc., a Massachusetts corporation (the “Adviser”).

Virtus Global Multi-Sector Income Fund SUBADVISORY AGREEMENT
Subadvisory Agreement • February 23rd, 2012 • Virtus Global Multi-Sector Income Fund • Delaware

Virtus Global Multi-Sector Income Fund (the “Fund”) is a closed -end investment company registered under the Investment Company Act of 1940 (the “Act”), and is subject to the rules and regulations promulgated thereunder.

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