EX-99.(G)(2)(P) 24 c107726_ex99-g2p.htm

Exhibit 99.(g)(2)(p)

 

Execution Version

 

AMENDMENT AND JOINDER
TO
FOREIGN CUSTODY MANAGER AGREEMENT

 

This Amendment (“Amendment”) dated May 19, 2023 (“Effective Date”) is by and between each of Virtus Alternative Solutions Trust, VATS Offshore Fund, Ltd., Virtus Asset Trust, Virtus Equity Trust, Virtus Global Multi-Sector Income Fund, Virtus Opportunities Trust, Virtus Retirement Trust, Virtus Total Return Fund Inc., Virtus Variable Insurance Trust, Virtus Investment Trust, Virtus Strategy Trust, Virtus Artificial Intelligence & Technology Opportunities Fund, Virtus Convertible & Income 2024 Target Term Fund, Virtus Convertible & Income Fund, Virtus Convertible & Income Fund II, Virtus Diversified Income & Convertible Fund, Virtus Equity & Convertible Income Fund, Virtus Dividend, Interest & Premium Strategy Fund, The Merger Fund®, The Merger Fund® VL, Virtus Event Opportunities Trust, Virtus Stone Harbor Emerging Markets Income Fund, and Virtus Stone Harbor Emerging Markets Total Income Fund (each, the “Fund” and collectively, the “Funds”) and The Bank of New York Mellon (“BNY Mellon”).

 

BACKGROUND:

 

A.BNY Mellon and the Virtus Alternative Solutions Trust entered into a Foreign Custody Manager Agreement dated as of March 21, 2014, as amended (the “FCM Agreement”) relating to BNY Mellon’s provision of foreign custody services.
  
B.A Joinder Agreement and Amendments to Foreign Custody Manager Agreement were entered into among the parties on December 1, 2018 and effective as of September 11, 2017, March 8, 2019, May 22, 2019, September 1, 2019, November 15, 2019, August 27, 2020, November 13, 2020, May 19, 2021, February 12, 2022, April 4, 2022 and September 30, 2022 for the purpose of amending the Agreement and/or adding or removing certain Funds.
  
C.Each Fund and BNY Mellon desire that each Fund be a party to the Agreement and receive the custody services set forth in the Agreement and 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 and Joinder, each Fund and BNY Mellon agrees to become a party to, and be bound by, and to comply with the terms
 

Execution Version

 

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 Annex I shall be considered to have a separate agreement with BNY Mellon and hereby appoints BNY Mellon to provide custody services in accordance with the terms set forth in the Agreement. BNY Mellon accepts such appointment and agrees to furnish such services.

 

2.Annex I to the FCM Agreement is hereby deleted in its entirety and replaced with Annex I attached hereto.
   
3.Miscellaneous.

 

(a)Capitalized terms not defined in this Agreement shall have the same meanings as set forth in the FCM Agreement. In the event of a conflict between the terms hereof and the FCM Agreement this Agreement shall control.

 

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

 

(c)The FCM Agreement, as supplemented hereby, constitutes the complete understanding and agreement of the parties with respect to the subject matter thereof and supersedes all prior communications with respect thereto.

 

(d)This Agreement shall be governed by the laws of the State of New York, without regard to its principles of conflicts of laws.

 

(e)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
 

Execution Version

 

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 Version

 

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.

 

VIRTUS ALTERNATIVE SOLUTIONS TRUST

VATS OFFSHORE FUND, LTD.

VIRTUS ASSET TRUST

VIRTUS EQUITY TRUST

VIRTUS GLOBAL MULTI-SECTOR INCOME FUND

VIRTUS INVESTMENT TRUST

VIRTUS OPPORTUNITIES TRUST

VIRTUS RETIREMENT TRUST

VIRTUS STRATEGY TRUST

VIRTUS TOTAL RETURN FUND INC.

VIRTUS VARIABLE INSURANCE TRUST

VIRTUS ARTIFICIAL INTELLIGENCE & TECHNOLOGY OPPORTUNITIES FUND

VIRTUS CONVERTIBLE & INCOME 2024 TARGET TERM FUND

VIRTUS CONVERTIBLE & INCOME FUND

VIRTUS CONVERTIBLE & INCOME FUND II

VIRTUS DIVERSIFIED INCOME & CONVERTIBLE FUND

VIRTUS EQUITY & CONVERTIBLE INCOME FUND

VIRTUS DIVIDEND, INTEREST & PREMIUM STRATEGY FUND

THE MERGER FUND®

THE MERGER FUND®VL

VIRTUS EVENT OPPORTUNITIES TRUST

VIRTUS STONE HARBOR EMERGING MARKETS INCOME FUND

VIRTUS STONE HARBOR EMERGING MARKETS TOTAL INCOME FUND

 

By:  
Name: Suneeta Krishnan  
Title: Vice President  

 

ALPHASIMPLEX MANAGED FUTURES STRATEGY CAYMAN FUND LTD.

ALPHASIMPLEX GLOBAL ALTERNATIVES CAYMAN FUND LTD.

 

By:  
Name: Suneeta Krishnan  
Title: Authorized Signatory  
 

Execution Version

 

THE BANK OF NEW YORK MELLON

 

By: /s/

Barbara Wentzel

 
Name: /s/  Barbara Wentzel  
Title:  Managing Director  
 

Execution Version

 

ANNEXI

 

THIS ANNEX I, dated as of May 19, 2023, is the Annex I to that certain Foreign Custody Manager Agreement dated as of March 21, 2014, as amended, between each Fund on Annex I and The Bank of New York Mellon.

 

List of Funds and Series

 

Fund: VATS OFFSHORE FUND, LTD.

 

Fund: VIRTUS ARTIFICIAL INTELLIGENCE & TECHNOLOGY OPPORTUNITIES FUND

 

Fund: VIRTUS CONVERTIBLE & INCOME 2024 TARGET TERM FUND

 

Fund: VIRTUS CONVERTIBLE & INCOME FUND

 

Fund: VIRTUS CONVERTIBLE & INCOME FUND II

 

Fund: VIRTUS DIVERSIFIED INCOME & CONVERTIBLE FUND

 

Fund: VIRTUS EQUITY & CONVERTIBLE INCOME FUND

 

Fund: VIRTUS ALTERNATIVE SOLUTIONS TRUST

 

Series:

Virtus Duff & Phelps Select MLP and Energy Fund

Virtus KAR Long/Short Equity Fund

Virtus AlphaSimplex Global Alternatives Fund

Virtus AlphaSimplex Managed Futures Strategy Fund

 

Fund: VIRTUS ASSET TRUST

 

Series:

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

 

Execution Version

 

Virtus Seix Investment Grade Tax-Exempt Bond Fund

Virtus Seix Total Return Bond Fund

Virtus Seix U.S. Government Securities Ultra-Short Bond Fund

Virtus Seix Ultra-Short Bond Fund

Virtus SGA International Growth Fund

Virtus Silvant Large-Cap Growth Stock Fund

Virtus Zevenbergen Innovative Growth Stock Fund

 

Fund: VIRTUS DIVIDEND, INTEREST & PREMIUM STRATEGY FUND

 

Fund: VIRTUS EQUITY TRUST

 

Series:

Virtus KAR Capital Growth Fund

Virtus KAR Equity Income Fund

Virtus KAR Global Quality Dividend Fund

Virtus KAR Mid-Cap Core Fund

Virtus KAR Mid-Cap Growth Fund

Virtus KAR Small 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 Global Growth Fund

Virtus SGA Emerging Markets Growth Fund

Virtus SGA New Leaders Growth Fund

Virtus Tactical Allocation Fund

 

Fund: VIRTUS GLOBAL MULTI-SECTOR INCOME FUND

 

Fund: VIRTUS INVESTMENT TRUST

Series:

Virtus Emerging Markets Opportunities Fund (f/k/a Virtus AllianzGl Emerging Markets Opportunities Fund)

Virtus Income & Growth Fund (f/k/a Virtus AllianzGl Income & Growth Fund)

Virtus KAR Global Small-Cap Fund (f/k/a Virtus Global Small-Cap Fund; f/k/a Virtus AllianzGl Global Small-Cap Fund)

Virtus KAR Health Sciences Fund (f/k/a Virtus Health Sciences Fund; f/k/a Virtus AllianzGl Health Sciences Fund)

Virtus NFJ Dividend Value Fund

Virtus NFJ International Value Fund

Virtus NFJ Large-Cap Value Fund

Virtus NFJ Mid-Cap Value Fund

Virtus NFJ Small-Cap Value Fund

 

Execution Version

 

Virtus Silvant Focused Growth Fund (f/k/a Virtus Focused Growth Fund; f/k/a Virtus AllianzGl Focused Growth Fund)

Virtus Silvant Mid-Cap Growth Stock Fund (f/k/a Virtus Mid-Cap Growth Fund; f/k/a Virtus AllianzGl Mid-Cap Growth Fund)

Virtus Small-Cap Fund (f/k/a Virtus AllianzGl Small-Cap Fund)

Virtus Zevenbergen Technology Fund (f/k/a Virtus Technology Fund; f/k/a Virtus AllianzGl Technology Fund)

 

Fund: VIRTUS OPPORTUNITIES TRUST

 

Series:

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 Estate Securities Fund

Virtus Duff & Phelps Real Asset Fund

Virtus FORT Trend Fund

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

Virtus Newfleet Multi-Sector Short Term Bond Fund

Virtus Newfleet Senior Floating Rate Fund

Virtus Newfleet Tax-Exempt Bond Fund

Virtus Stone Harbor Emerging Markets Bond Fund (f/k/a Virtus Stone Harbor Emerging Markets Corporate Debt Fund)

Virtus Stone Harbor Emerging Markets Debt Allocation Fund

Virtus Stone Harbor Emerging Markets Debt Income Fund (f/k/a Virtus Stone Harbor Emerging Markets Debt Fund)

Virtus Stone Harbor High Yield Bond Fund

Virtus Stone Harbor Local Markets Fund

Virtus Stone Harbor Strategic Income Fund

Virtus Vontobel Emerging Markets Opportunities Fund

Virtus Vontobel Foreign Opportunities Fund

Virtus Vontobel Global Opportunities Fund

Virtus Vontobel Greater European Opportunities Fund

 

Fund: VIRTUS RETIREMENT TRUST

 

Series:

None

 

Execution Version

 

Fund: VIRTUS STRATEGY TRUST

 

Series:

Virtus Convertible Fund (f/k/a Virtus AllianzGl Convertible Fund)

Virtus Duff & Phelps Water Fund (f/k/a Virtus Water Fund; f/k/a Virtus AllianzGl Water Fund)

Virtus Global Allocation Fund (f/k/a Virtus AllianzGl Global Allocation Fund)

Virtus International Small-Cap Fund (f/k/a Virtus AllianzGl International Small-Cap Fund)

Virtus Newfleet Short Duration High Income Fund (f/k/a Virtus Short Duration High Income Fund; f/k/a Virtus AllianzGl Short Duration High Income Fund)

Virtus NFJ Emerging Markets Value Fund

Virtus NFJ Global Sustainability Fund (f/k/a Virtus Global Sustainability Fund; f/k/a Virtus AllianzGl Global Sustainability Fund)

Virtus Seix High Yield Bond Fund (f/k/a Virtus High Yield Bond Fund; f/k/a Virtus AllianzGl High Yield Bond Fund)

 

Fund: VIRTUS TOTAL RETURN FUND INC.

 

Fund: VIRTUS VARIABLE INSURANCE TRUST

 

Series:

Virtus Duff & Phelps Real Estate Securities Series

Virtus KAR Capital Growth Series

Virtus KAR Equity Income 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

 

Fund: THE MERGER FUND®

 

Fund: THE MERGER FUND® VL

 

Execution Version

 

Fund: VIRTUS EVENT OPPORTUNITIES TRUST

 

Series:

Virtus Westchester Event Driven Fund

Virtus Westchester Credit Event Fund

 

Fund: VIRTUS STONE HARBOR EMERGING MARKETS INCOME FUND

 

Fund: VIRTUS STONE HARBOR EMERGING MARKETS TOTAL INCOME FUND

 

Fund: ALPHASIMPLEX MANAGED FUTURES STRATEGY CAYMAN FUND LTD.

 

Fund: ALPHASIMPLEX GLOBAL ALTERNATIVES CAYMAN FUND LTD.