0001999371-25-011383 Sample Contracts
TRANSFER AND ASSUMPTION AGREEMENTTransfer and Assumption Agreement • August 14th, 2025 • Virtus ETF Trust II • Delaware
This Transfer and Assumption Agreement (the “Agreement”) is made as of January 1, 2025 (the “Closing Date”) by and among Virtus Investment Advisers, LLC, a Delaware limited liability company (formerly Virtus Investment Advisers, Inc., a Massachusetts corporation) (the “Transferee”); Virtus Advisers, LLC, a Delaware limited liability company (formerly, Virtus ETF Advisers LLC, a Delaware limited liability company) (the “Adviser”); Virtus ETF Trust II, a Delaware statutory trust (the “Trust” and collectively with the Adviser, the “Transferor”), on behalf of its series listed on Schedule A attached hereto (the “Fund”); and Virtus Fixed Income Advisers, LLC, operating through its division Stone Harbor Investment Partners (the “Sub-Adviser”).
VIRTUS ETF TRUST II SUB-ADVISORY AGREEMENTSub-Advisory Agreement • August 14th, 2025 • Virtus ETF Trust II • Delaware
Virtus ETF Trust II (the “Trust”) is an open-end investment company of the series type registered under the Investment Company Act of 1940 (the “Act”), and is subject to the rules and regulations promulgated thereunder. The shares of the Trust are offered or may be offered in several series of shares, including the series set forth on Schedule A to this Agreement (each, a “Fund” and, collectively, the “Funds”).
VIRTUS ETF TRUST II AMENDMENT TO Exhibits a and c to ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • August 14th, 2025 • Virtus ETF Trust II
THIS AMENDMENT (the “Amendment”) dated as of the 28th day of July, 2025, to Exhibits A and C to the Administrative Services Agreement, dated as of November 10, 2015 (the “Administrative Services Agreement”), is entered into by and between VIRTUS ETF TRUST II (the “Trust”), a Delaware statutory trust registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and VIRTUS ETF SOLUTIONS LLC, a Delaware limited liability company with its principal place of business at 1301 Avenue of the Americas, 14th Floor, New York, NY 10019 (the “Administrator”).
TRANSFER AND ASSUMPTION AGREEMENTTransfer and Assumption Agreement • August 14th, 2025 • Virtus ETF Trust II • Delaware
This Transfer and Assumption Agreement (the “Agreement”) is made as of January 1, 2025 (the “Closing Date”) by and among VATS Offshore Fund, Ltd (the “Company”), a Cayman Islands exempted company and a wholly-owned subsidiary of Virtus AlphaSimplex Managed Futures ETF (the “Fund”), a series of Virtus ETF Trust II (the “Trust”), a Delaware statutory trust registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”); Virtus Advisers, LLC, a Delaware limited liability company (formerly, Virtus ETF Advisers LLC, a Delaware limited liability company) (the “Adviser” or the “Transferor”); and Virtus Alternative Investment Advisers, LLC, a Delaware limited liability company (formerly, Virtus Alternative Investment Advisers, Inc., a Connecticut corporation) (“VAIA” or the “Transferee”).
AMENDMENT TO CUSTODY AGREEMENTCustody Agreement • August 14th, 2025 • Virtus ETF Trust II
This Amendment (“Amendment”) effective as of July 24, 2025 (“Effective Date”) is by and between Virtus ETF Trust II (the “Trust”) and The Bank of New York Mellon (“BNY”).
AMENDMENT TO FUND ADMINISTRATION AND ACCOUNTING AGREEMENTFund Administration and Accounting Agreement • August 14th, 2025 • Virtus ETF Trust II
This Amendment effective as of July 24, 2025 (“Effective Date”) is by and between VIRTUS ETF TRUST II (the “Trust”) and THE BANK OF NEW YORK MELLON (“BNY”).
VIRTUS ETF TRUST II AMENDMENT TO EXHIBIT A TO DISTRIBUTION AGREEMENTDistribution Agreement • August 14th, 2025 • Virtus ETF Trust II
THIS AMENDMENT (the “Amendment”) dated as of the [____] day of [________], 2025, to Exhibit A to the Distribution Agreement, dated December 1, 2019 (the “Distribution Agreement”), is entered into by and between VIRTUS ETF TRUST II (the “Trust”), a Delaware statutory trust registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and VP Distributors, LLC, a Delaware limited liability company with its principal place of business at One Financial Plaza, 26th Floor, Hartford, CT 06103 (the “Distributor”).
VIRTUS ETF TRUST II AMENDMENT TO SCHEDULE A TO THE ADVISORY AGREEMENTAdvisory Agreement • August 14th, 2025 • Virtus ETF Trust II
THIS AMENDMENT (the “Amendment”) effective as of the 28th day of July 2025, to Schedule A to the Advisory Agreement, dated as of January 4, 2016 (the “Advisory Agreement”), is entered into by and between VIRTUS ETF TRUST II (the “Trust”), a Delaware statutory trust registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and VIRTUS INVESTMENT ADVISERS, LLC and/or VIRTUS ALTERNATIVE INVESTMENT ADVISERS, LLC, each a Delaware limited liability company (as applicable to the respective Fund, the “Adviser”), as the case may be, each as successor in interest to Virtus ETF Advisers LLC, a Delaware limited liability company, as noted on the attached Schedule A.
AMENDMENT TO FUND ADMINISTRATION AND ACCOUNTING AGREEMENTFund Administration and Accounting Agreement • August 14th, 2025 • Virtus ETF Trust II
This Amendment (this “Amendment”) made as of July 28, 2025 to that certain Fund Administration and Accounting Agreement dated May 9, 2024 (the “Agreement”) by and among each Cayman exempted company identified on Exhibit A, severally and not jointly, (each a “Fund”, and collectively the “Funds”) and The Bank of New York Mellon (“BNY”).
VIRTUS ETF TRUST II AMENDMENT TO SCHEDULE A TO THE ADVISORY AGREEMENTAdvisory Agreement • August 14th, 2025 • Virtus ETF Trust II
THIS AMENDMENT (the “Amendment”) effective as of the [____] day of [________], 2025, to Schedule A to the Advisory Agreement, dated as of January 4, 2016 (the “Advisory Agreement”), is entered into by and between VIRTUS ETF TRUST II (the “Trust”), a Delaware statutory trust registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and VIRTUS INVESTMENT ADVISERS, LLC and/or VIRTUS ALTERNATIVE INVESTMENT ADVISERS, LLC, each a Delaware limited liability company (as applicable to the respective Fund, the “Adviser”), as the case may be, each as successor in interest to Virtus ETF Advisers LLC, a Delaware limited liability company, as noted on the attached Schedule A.
TRANSFER AND ASSUMPTION AGREEMENTTransfer and Assumption Agreement • August 14th, 2025 • Virtus ETF Trust II • Delaware
This Transfer and Assumption Agreement (the “Agreement”) is made as of January 1, 2025 (the “Closing Date”) by and among Virtus Investment Advisers, LLC, a Delaware limited liability company (formerly, Virtus Investment Advisers, Inc., a Massachusetts corporation (the “Transferee”); Virtus Advisers, LLC, a Delaware limited liability company (formerly, Virtus ETF Advisers LLC, a Delaware limited liability company) (the “Adviser”); and Virtus ETF Trust II, a Delaware statutory trust (the “Trust” and collectively with the Adviser, the “Transferor”), on behalf of its series listed on Schedule A attached hereto (each, a “Fund” and collectively, the “Funds”).
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • August 14th, 2025 • Virtus ETF Trust II • New York
This ADMINISTRATIVE SERVICES AGREEMENT is made and entered into as of this 28th day of July, 2025 by and between VIRTUS ALPHASIMPLEX GLOBAL MACRO OFFSHORE FUND, LTD. (the “Company”) and VIRTUS ETF SOLUTIONS, LLC, a Delaware limited liability company (“Administrator”).
ADVISORY AGREEMENTAdvisory Agreement • August 14th, 2025 • Virtus ETF Trust II • Delaware
ADVISORY AGREEMENT made as of this 28th day of July, 2025, by and between Virtus AlphaSimplex Global Macro Offshore Fund, Ltd. (the “Company”), a Cayman Islands exempted company and a wholly-owned subsidiary of Virtus AlphaSimplex Global Macro ETF (the “Fund”), a series of VIRTUS ETF TRUST II (the “Trust”), a Delaware statutory trust registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and Virtus Alternative Investment Advisers, LLC, a Delaware limited liability company with its principal place of business at One Financial Plaza, Hartford, CT 06103 (the “Adviser”). The purpose of the Company is to facilitate the implementation of the Fund’s investment strategies.
CUSTODY AGREEMENT By and Between THE BANK OF NEW YORK MELLON And VATS OFFSHORE FUND, LTD., AND OTHER VIRTUS ENTITIES LISTED ON SCHEDULE I HERETOCustody Agreement • August 14th, 2025 • Virtus ETF Trust II • New York
This Custody Agreement is made and entered into as of the latest date set forth on the signature page hereto (the “Effective Date”) by and among THE BANK OF NEW YORK MELLON, a New York state chartered bank (“BNY Mellon”), and severally and not jointly each Cayman exempted company identified on Schedule I (as such exhibit may be amended from time to time), (each individually, a “Customer”). BNY Mellon and Customer are collectively referred to as the “Parties” and individually as a “Party”.
TRANSFER AND ASSUMPTION AGREEMENTTransfer and Assumption Agreement • August 14th, 2025 • Virtus ETF Trust II • Delaware
This Transfer and Assumption Agreement (the “Agreement”) is made as of January 1, 2025 (the “Closing Date”) by and among Virtus Alternative Investment Advisers, LLC, a Delaware limited liability company (formerly, Virtus Alternative Investment Advisers, Inc., a Connecticut corporation) (the “Transferee”); Virtus Advisers, LLC, a Delaware limited liability company (formerly, Virtus ETF Advisers LLC, a Delaware limited liability company) (the “Adviser”); and Virtus ETF Trust II, a Delaware statutory trust (the “Trust” and collectively with the Adviser, the “Transferor”), on behalf of its series listed on Schedule A attached hereto (the “Fund”).
TRANSFER AND ASSUMPTION AGREEMENTTransfer and Assumption Agreement • August 14th, 2025 • Virtus ETF Trust II • Delaware
This Transfer and Assumption Agreement (the “Agreement”) is made as of January 1, 2025 (the “Closing Date”) by and among VATS Offshore Fund, Ltd. (the “Company”), a Cayman Islands exempted company and a wholly-owned subsidiary of Virtus AlphaSimplex Managed Futures ETF (the “Fund”), a series of Virtus ETF Trust II (the “Trust”), a Delaware statutory trust registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”); Virtus Alternative Investment Advisers, LLC, a Delaware limited liability company (formerly Virtus Alternative Investment Advisers, Inc., a Connecticut corporation) (the “Transferee”); Virtus Advisers LLC, a Delaware limited liability company (formerly, Virtus ETF Advisers LLC, a Delaware limited liability company) (the “Adviser”); and AlphaSimplex Group, LLC (the “Sub-Adviser”).
AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENTTransfer Agency and Service Agreement • August 14th, 2025 • Virtus ETF Trust II
This Amendment effective as of July 24, 2025 (“Effective Date”) is by and between VIRTUS ETF TRUST II (the “Trust”) and THE BANK OF NEW YORK MELLON (the “Bank”).
TRANSFER AND ASSUMPTION AGREEMENTTransfer and Assumption Agreement • August 14th, 2025 • Virtus ETF Trust II • Delaware
This Transfer and Assumption Agreement (the “Agreement”) is made as of January 1, 2025 (the “Closing Date”) by and among Virtus Investment Advisers, LLC, a Delaware limited liability company (formerly Virtus Investment Advisers, Inc., a Massachusetts corporation) (the “Transferee”); Virtus Advisers, LLC, a Delaware limited liability company (formerly, Virtus ETF Advisers LLC, a Delaware limited liability company) (the “Adviser”); Virtus ETF Trust II, a Delaware statutory trust (the “Trust” and collectively with the Adviser, the “Transferor”), on behalf of its series listed on Schedule A attached hereto (the “Fund”); and Kayne Anderson Rudnick Investment Management, LLC (the “Sub-Adviser”).
VIRTUS ETF TRUST II AMENDMENT TO EXHIBIT A TO DISTRIBUTION AGREEMENTDistribution Agreement • August 14th, 2025 • Virtus ETF Trust II
THIS AMENDMENT (the “Amendment”) dated as of the 28th day of July, 2025, to Exhibit A to the Distribution Agreement, dated December 1, 2019 (the “Distribution Agreement”), is entered into by and between VIRTUS ETF TRUST II (the “Trust”), a Delaware statutory trust registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and VP Distributors, LLC, a Delaware limited liability company with its principal place of business at One Financial Plaza, 26th Floor, Hartford, CT 06103 (the “Distributor”).
AMENDMENT TO CUSTODY AGREEMENTCustody Agreement • August 14th, 2025 • Virtus ETF Trust II
This Amendment (this “Amendment”) to the Custody Agreement dated May 9, 2024 (the “Agreement”) is made effective as of July 28, 2025 (the “Effective Date”), severally and not jointly, by and among each Cayman exempted company listed on Schedule I (each individually a “Customer”) and The Bank of New York Mellon (“BNY”).
AMENDMENT TO FOREIGN CUSTODY MANAGER AGREEMENTForeign Custody Manager Agreement • August 14th, 2025 • Virtus ETF Trust II
This Amendment (“Amendment”) effective as of July 24, 2025 (“Effective Date”) is by and between Virtus ETF Trust II (the “Trust”) and The Bank of New York Mellon (“BNY”).
TRANSFER AND ASSUMPTION AGREEMENTTransfer and Assumption Agreement • August 14th, 2025 • Virtus ETF Trust II • Delaware
This Transfer and Assumption Agreement (the “Agreement”) is made as of January 1, 2025 (the “Closing Date”) by and among Virtus Investment Advisers, LLC, a Delaware limited liability company (formerly Virtus Investment Advisers, Inc., a Massachusetts corporation) (the “Transferee”); Virtus Advisers, LLC, a Delaware limited liability company (formerly, Virtus ETF Advisers LLC, a Delaware limited liability company) (the “Adviser”); Virtus ETF Trust II, a Delaware statutory trust (the “Trust” and collectively with the Adviser, the “Transferor”), on behalf of its series listed on Schedule A attached hereto (the “Fund”); and Virtus Fixed Income Advisers, LLC, operating through its division Seix Investment Advisors (the “Sub-Adviser”).
TRANSFER AND ASSUMPTION AGREEMENTTransfer and Assumption Agreement • August 14th, 2025 • Virtus ETF Trust II • Delaware
This Transfer and Assumption Agreement (the “Agreement”) is made as of January 1, 2025 (the “Closing Date”) by and among Virtus Investment Advisers, LLC, a Delaware limited liability company (formerly, Virtus Investment Advisers, Inc., a Massachusetts corporation (the “Transferee”); Virtus Advisers, LLC, a Delaware limited liability company (formerly, Virtus ETF Advisers LLC, a Delaware limited liability company) (the “Adviser”); and Virtus ETF Trust II, a Delaware statutory trust (the “Trust” and collectively with the Adviser, the “Transferor”), on behalf of its series listed on Schedule A attached hereto (each, a “Fund” and collectively, the “Funds”).
VIRTUS ALPHASIMPLEX GLOBAL MACRO OFFSHORE FUND, LTD. SUB-ADVISORY AGREEMENTSub-Advisory Agreement • August 14th, 2025 • Virtus ETF Trust II • Delaware
Virtus AlphaSimplex Global Macro Offshore Fund, Ltd. (the “Company”) is a Cayman Islands exempted company and a wholly-owned subsidiary of Virtus AlphaSimplex Global Macro ETF (the “Fund”), a series of Virtus ETF Trust II (the “Trust”), an open-end investment company of the series type registered under the Investment Company Act of 1940 (the “Act”).