EX-99.H.4.R 6 tm2031285d3_ex99-h4r.htm EXHIBIT H.4.R

Exhibit h.4.r

 

Execution

 

AMENDMENT AND JOINDER

TO

SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT

 

This Amendment and Joinder (“Amendment”) dated August 27, 2020 (“Effective Date”) is by and among Virtus Fund Services, LLC (“Company”), Virtus Alternative Solutions Trust, VATS Offshore Fund, Ltd., Virtus Asset Trust, Virtus Equity Trust, Virtus Opportunities Trust, Virtus Retirement Trust and Virtus Variable Insurance Trust (each, a “Fund” and together, the “Funds”) and The Bank of New York Mellon (“BNY Mellon”).

 

BACKGROUND:

 

A.Company, the Funds other than VATS Offshore Fund, Ltd., and BNY Mellon are parties to a Sub-Administration and Accounting Services Agreement dated as of January 1, 2010, as amended (the “Agreement”), relating to BNY Mellon’s provision of certain sub-administration and accounting services to the Funds’ investment portfolios listed on Exhibit B to the Agreement (each, a “Portfolio”). Joinder Agreements and Amendments to the Sub-Administration and Accounting Services Agreement were entered into among the parties (and Virtus Retirement Trust) on February 24, 2014, December 10, 2015, July 27, 2016, April __, 2017, September 21, 2017, December 1, 2018, March 8, 2019, May 22, 2019, September 1, 2019 and November 18, 2019 for the purpose of amending the Agreement and adding or removing certain Funds.

 

B.The Company, each Fund and BNY Mellon desire that each Fund be a party to the Agreement and receive the sub-administration and accounting services set forth in the Agreement.

 

C.The parties desire to amend the Agreement as set forth herein.

 

D.This Background section is incorporated by reference into and made a part of this Amendment.

 

TERMS:

 

The parties hereby agree that:

 

1.By executing this Agreement, Company, each Fund and BNY Mellon agree 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 Exhibit A shall be considered to have a separate agreement with Company and BNY Mellon and hereby appoints BNY Mellon to provide administration and accounting services in accordance with the terms set forth in the Agreement. BNY Mellon accepts such appointment and agrees to furnish such services.

 

2.Exhibit A to the Agreement shall be amended and restated as attached hereto.

 

3.Exhibit B to the Agreement is hereby deleted and replaced in its entirety with the Exhibit B attached hereto.

 

 

 

Execution

 

4.Miscellaneous.

 

(a)As amended and supplemented hereby, the Agreement shall remain in full force and effect.
   
(b)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.

 

[Signature page follows.]

 

 

 

Execution

 

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.

 

 

THE BANK OF NEW YORK MELLON  
     
By: /s/ Robert Jordan  
Name: Robert Jordan  
Title: Director  
     
VIRTUS FUND SERVICES, LLC  
     
By: /s/ W. Patrick Bradley  
Name: W. Patrick Bradley  
Title: Executive Vice President  
     
VIRTUS ALTERNATIVE SOLUTIONS TRUST
VATS OFFSHORE FUND, LTD.
 
VIRTUS ASSET TRUST
VIRTUS EQUITY TRUST
 
VIRTUS OPPORTUNITIES TRUST
VIRTUS RETIREMENT TRUST
 
VIRTUS VARIABLE INSURANCE TRUST  
     
By: /s/ Amy Hackett  
Name: Amy Hackett  
Title: Vice President and Assistant Treasurer  

 

 

 

Execution

 

EXHIBIT A

 

THIS EXHIBIT A, dated August 27, 2020 is Exhibit A to that certain Sub- Administration and Accounting Services Agreement dated as of January 1, 2010, as amended, by and among Virtus Fund Services, LLC, the investment companies as listed below and The Bank of New York Mellon.

 

FUNDS

 

Virtus Alternative Solutions Trust

VATS Offshore Fund, Ltd.*

Virtus Asset Trust

Virtus Equity Trust

Virtus Opportunities Trust

Virtus Retirement Trust

Virtus Variable Insurance Trust

 

* Services expected to commence September 1, 2020.

 

 

 

Execution

 

EXHIBIT B

 

THIS EXHIBIT B, dated August 27, 2020 is Exhibit B to that certain Sub- Administration and Accounting Services Agreement dated as of January 1, 2010, as amended, by and among Virtus Services, LLC, each of the investment companies and the Portfolios listed below and The Bank of New York Mellon.

 

PORTFOLIOS

 

Virtus Alternative Solutions Trust

 

Virtus Aviva Multi-Strategy Target Return Fund

Virtus Duff & Phelps Select MLP and Energy Fund

Virtus KAR Long/Short Equity Fund

 

VATS Offshore Fund, Ltd.1

 

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 SGA International Growth Fund

Virtus Silvant Large-Cap Growth Stock Fund

Virtus Silvant Small-Cap Growth Stock Fund

Virtus Zevenbergen Innovative Growth Stock Fund

 

 

 

1 Services expected to commence September 1, 2020.

 

 

 

Execution

 

Virtus Equity Trust

 

Virtus KAR Capital Growth Fund*

Virtus KAR Equity Income Fund*

(formerly, Virtus Rampart Enhanced Core Equity 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 SGA Emerging Markets Growth Fund

Virtus SGA Global Growth Fund

Virtus Tactical Allocation Fund*

 

Virtus Opportunities Trust

 

Virtus Duff & Phelps Global Infrastructure Fund*

Virtus Duff & Phelps Global Real Estate Securities Fund*

Virtus Duff & Phelps International Real Estate Securities Fund*

Virtus Duff & Phelps Real Asset Fund

(formerly, Virtus Rampart Alternatives Diversifier Fund)

Virtus Duff & Phelps Real Estate Securities Fund*

Virtus FORT Trend Fund

(formerly, Virtus Rampart Equity Trend Fund)

Virtus Herzfeld Fund*2

Virtus Horizon Wealth Masters Fund*2

Virtus KAR Emerging Markets Small-Cap Fund*

Virtus KAR International 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*

 

 

2 Fund liquidated August 18, 2020. Will not appear on future versions of Exhibit B.

 

 

 

Execution

 

Virtus Newfleet Multi-Sector Short Term Bond Fund*

Virtus Newfleet Senior Floating Rate Fund*

Virtus Newfleet Tax-Exempt Bond Fund*

Virtus Rampart Multi-Asset Trend Fund3

Virtus Rampart Sector Trend Fund3

Virtus Vontobel Emerging Markets Opportunities Fund*

Virtus Vontobel Foreign Opportunities Fund*

Virtus Vontobel Global Opportunities Fund*

Virtus Vontobel Greater European Opportunities Fund*

 

VIRTUS RETIREMENT TRUST

 

None

 

VIRTUS VARIABLE INSURANCE TRUST

 

Virtus Duff & Phelps Real Estate Securities Series*

Virtus KAR Capital Growth Series*

Virtus KAR Equity Income Series

(formerly, Virtus Rampart Enhanced Core Equity 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*

 

*For those Portfolios denoted with an asterisk, BNY Mellon performed the regulatory administration services described in Section 14(b) of the Agreement through April 15, 2014. Thereafter, BNY Mellon ceased performing regulatory administration services under the Agreement.

 

 

3 Fund expected to merge into Virtus Tactical Allocation Fund, a series of Virtus Equity Trust, on or about September 18, 2020, if approved by shareholders. Will not appear on future versions of Exhibit B if such merger occurs as planned.