0001104659-21-122002 Sample Contracts

SUBADVISORY AGREEMENT October 1, 2021
Subadvisory Agreement • October 1st, 2021 • Merger Fund Vl • Delaware

The Merger Fund® VL (the “Fund”) is an open-end investment company registered under the Investment Company Act of 1940, as amended (the “Act”), and is subject to the rules and regulations promulgated thereunder.

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 1st, 2021 • Merger Fund Vl

This Indemnification Agreement (this “Agreement”) is effective as of October 1, 2021, by and between (i) each trust whose name is set forth on the signature page (each such trust hereafter referred to as the “Trust”), acting on behalf of itself and each of its portfolio series, whether existing on the date hereof (as listed on Appendix A hereto) or subsequently established (the “Series”) and (ii) the trustee of the Trust whose name is set forth on the signature page (the “Trustee”).

THE MERGER FUND® VL INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • October 1st, 2021 • Merger Fund Vl • Delaware

THIS AGREEMENT, effective as of the 1st day of October, 2021 (the “Contract Date”) by and between The Merger Fund® VL, a Delaware statutory trust (the “Fund”), and Virtus Investment Advisers, Inc., a Massachusetts corporation (the “Adviser”).

ADMINISTRATION AGREEMENT
Administration Agreement • October 1st, 2021 • Merger Fund Vl • Delaware

This Administration Agreement is made effective as of the 1st day of October, 2021, by and between the trusts listed on Schedule A (each a “Trust” and together the “Trusts”) including the funds listed therein under each Trust (each, a “Fund” and together the “Funds”), and Virtus Fund Services, LLC, a Delaware limited liability company (the “Administrator”).

Joinder and Amendment to the Fund Administration Servicing Agreements
Merger Fund Vl • October 1st, 2021 • New York

This joinder and amendment (the “Joinder and Amendment”) to (i) the fund administration servicing agreement dated July 1, 2003, between The Merger Fund VL (“VL”) and U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“USBFS”), as amended on January 7, 2011, and January 1, 2019 (the “VL Agreement”); (ii) the fund administration servicing agreement dated January 1, 2017, between The Merger Fund (“TMF”) and USBFS, as amended on January 1, 2019 (the “TMF Agreement”); and (iii) the fund administration servicing agreement dated July 30, 2013 between Westchester Capital Funds (“WCF” and together with VL and TMF, the “Trusts”) and USBFS, as amended on January 1, 2017, January 1, 2018, and January 1, 2019 (the “WCF Agreement”), is made this 17th day of September, 2021, by and among:

FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
Waiver and Expense Reimbursement Agreement • October 1st, 2021 • Merger Fund Vl

This Fee Waiver and Expense Reimbursement Agreement (this “Agreement”) is made and entered into as of October 1, 2021 (the “Effective Date”) between each investment company listed on Appendix A hereto (each, a “Fund” and collectively, the “Funds”), and Virtus Investment Advisers, Inc., a Massachusetts corporation (the “Adviser”).

UNDERWRITING AGREEMENT
Underwriting Agreement • October 1st, 2021 • Merger Fund Vl • Connecticut

THIS AGREEMENT made as of this 1st day of October, 2021, by and between The Merger Fund® VL, a Delaware statutory trust having a place of business located at 101 Munson Street, Suite 104, Greenfield, Massachusetts 01301 (the “Fund”) and VP Distributors, LLC, a Delaware limited liability company having a place of business located at One Financial Plaza, Hartford, Connecticut 06103 (the “Underwriter”).

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