ASSIGNMENT AGREEMENT

ASSIGNMENT AGREEMENT

Transfer Agency and Shareholder Services Agreement

This ASSIGNMENT AGREEMENT (this “Agreement”) is entered into as of [______]

by and between BNY MELLON INVESTMENT SERVICING (US) INC. (“BNYM”), and EACH INVESTMENT COMPANY LISTED ON APPENDIX I (each, an “Investment Company” and collectively, the “Investment Companies”).

WHEREAS, BNYM and each of the Investment Companies, as well as Pioneer ILS Interval Fund, are parties to a Transfer Agency and Shareholder Services Agreement, dated as of January 19, 2021 (as amended and in effect from time to time and including any Appendices, Schedules and Exhibits thereto, the “TA Agreement”); and

WHEREAS, each of the Investment Companies has, on behalf of each of its respective series listed on Appendix I hereto (each such series shall be referred to herein as a “Fund”), entered into an Agreement and Plan of Reorganization (each, a “Plan of Reorganization”) pursuant to which such Fund will reorganize into a newly-established series of Victory Portfolios IV, a Delaware statutory trust, or Victory Variable Insurance Funds II, a Delaware statutory trust, as set forth on Appendix I (each of Victory Portfolios IV and Victory Variable Insurance Funds

IIshall be referred to herein as an “Acquiring Trust” and each such newly-established series of each Acquiring Trust shall be referred to herein as an “Acquiring Fund”); and

WHEREAS, each Fund wishes to assign all of its rights, liabilities, duties and

obligations under the TA Agreement and all ancillary agreements executed by such Fund and BNYM pursuant to or as part of the services provided to such Fund by BNYM under the TA Agreement (collectively, the “Ancillary Agreements”) to the corresponding Acquiring Fund, and each Acquiring Fund wishes to accept such assignment; and

WHEREAS, Section 17 of the TA Agreement provides that no Fund may, without BNYM’s prior written consent, assign any of its rights or delegate any of its duties or obligations under the TA Agreement;

NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.Definitions. Capitalized terms which are used herein without definition and which are defined in the TA Agreement shall have the same meanings herein as in the TA Agreement.

2.Assignment. From and as of the effective date of the consummation of the reorganization of a Fund with its corresponding Acquiring Fund, as set forth on Appendix I hereto, pursuant to the Plan of Reorganization (the “Effective Date”):

(a)such Fund hereby assigns to the corresponding Acquiring Fund, as set forth on Appendix I hereto, and the Acquiring Fund hereby accepts such assignment of, all of the rights, liabilities, duties and obligations of such Fund under and in respect of the TA Agreement and all

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Ancillary Agreements (whether or not such rights, liabilities and obligations had yet accrued as of such date), with the effect that the provision of services by BNYM to the corresponding Acquiring Fund shall continue from and after the Effective Date on identical terms as currently being provided to such Fund;

(b)such Acquiring Fund represents and warrants, which representations and warranties shall be deemed to be continuing, that each of the representations and warranties made by such Fund under the TA Agreement is true and correct as to the Acquiring Fund; and

(c)such Acquiring Fund covenants and agrees that it shall be bound by the terms of the TA Agreement and all Ancillary Agreements and shall observe, perform and discharge all of its liabilities, duties and obligations arising under the terms of the TA Agreement and all Ancillary Agreements, and as hereby assigned, the TA Agreement and its terms and conditions shall remain in full force and effect.

(d)For purposes of Early Termination Fee in Section 13(d)(1) of the TA Agreement, and to the extent any Acquiring Fund terminates the TA Agreement within three months of the Effective Date of this Assignment Agreement, the Early Termination Fee will be calculated using the previous monthly fees paid by the Fund which assigned its rights to the Acquiring Fund. Victory Capital Management Inc. (“Victory Capital”) shall reimburse any Early Termination Fee paid by a Fund as provided under Section 9.2 of the Agreement and Plan of Reorganization to which such Fund and Victory Capital are parties.

3.Representations and Warranties. Each Fund and the corresponding Acquiring Fund hereby represents and warrants to BNYM as follows:

(a)it has the power to execute and deliver this Agreement and to perform its obligations hereunder and has taken all necessary action to authorize such execution, delivery and performance;

(b)such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;

(c)all governmental and other consents that are required to have been obtained by it with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and

(d)its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law).

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4.Further Assurance. Each Fund and each Acquiring Fund hereby agrees to perform (or procure the performance of) all further acts and things, and to execute and deliver all such instruments and take all such action as may be required by law or as may be necessary or reasonably desirable in order to effect the intent and purpose of, and to carry out the terms of, this Agreement.

5.Miscellaneous. Nothing in this Agreement shall affect or prejudice any claim or demand which BNYM may have against any Fund arising out of or in connection with the TA Agreement or any Ancillary Agreement relating to matters arising prior to the Effective Date of such Fund’s assignment to the corresponding Acquiring Fund. This Agreement is governed by and construed in accordance with the laws of the State of New York. This Agreement may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument. In proving this Agreement it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom enforcement is sought. This Agreement may be executed and delivered by facsimile or email with confirmation of delivery and/or receipt.

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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first written above.

Assignors:

EACH INVESTMENT COMPANY LISTED ON APPENDIX I, on behalf of each of its series listed on Appendix I, individually and not jointly

___________________________________

Name:

Title:

Custodian:

Assignees:

VICTORY PORTFOLIOS IV,

on behalf of each of its series listed on Appendix I, individually and not jointly

___________________________________

Name: Xxxxxx Xxxxxxxxxx

Title: President

VICTORY VARIABLE INSURANCE FUNDS II, on behalf of each of its series listed on Appendix I, individually and not jointly

___________________________________

Name: Xxxxxx Xxxxxxxxxx

Title: President

Address for Notices:

c/o Victory Capital Management

0000 Xxxxxxxx Xxxx, Xxxxxxxx, XX 00000 Attention:

Xxxx Xxxxx  ([    ]) 

Xxxxxx Xxxxxxxxxx ([    ])

BNY MELLON INVESTMENT SERVICING (US) INC.

By:_______________________________

Name:

Title:

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Solely for purposes of Section 2(d):

VICTORY CAPITAL MANAGEMENT INC.

By:____________________________

Name:

Title:

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Appendix I

To December 2024 Assignment Agreement

			Acquiring Fund, each a series of Victory
	Fund		Portfolios IV
	Pioneer AMT-Free Municipal Fund, a series of		Victory Pioneer AMT-Free Municipal Fund
	Pioneer Series Trust II
	Pioneer Balanced ESG Fund, a series of		Victory Pioneer Balanced Fund
	Pioneer Series Trust IV
	Pioneer Bond Fund, a series of Pioneer Bond		Victory Pioneer Bond Fund
	Fund
	Pioneer CAT Bond Fund, a series of Pioneer		Victory Pioneer CAT Bond Fund
	Series Trust VII
	Pioneer Core Equity Fund, a series of Pioneer		Victory Pioneer Core Equity Fund
	Series Trust XI
	Pioneer Active Credit Fund, a series of Pioneer		Victory Pioneer Active Credit Fund
	Series Trust X
	Pioneer Disciplined Growth Fund, a series of		Victory Pioneer Disciplined Growth Fund
	Pioneer Series Trust XII
	Pioneer Disciplined Value Fund, a series of		Victory Pioneer Disciplined Value Fund
	Pioneer Series Trust III
	Pioneer Equity Income Fund, a series of		Victory Pioneer Equity Income Fund
	Pioneer Equity Income Fund
	Pioneer Floating Rate Fund, a series of Pioneer		Victory Pioneer Floating Rate Fund
	Series Trust VI
	Pioneer Fund, a series of Pioneer Fund		Victory Pioneer Fund
	Pioneer Fundamental Growth Fund, a series of		Victory Pioneer Fundamental Growth Fund
	Pioneer Series Trust X
	Pioneer Global Sustainable Growth Fund, a		Victory Pioneer Global Growth Fund
	series of Pioneer Series Trust XIV
	Pioneer High Income Municipal Fund, a series		Victory Pioneer High Income Municipal Fund
	of Pioneer Series Trust V
	Pioneer Intrinsic Value Fund, a series of		Victory Pioneer Intrinsic Value Fund
	Pioneer Series Trust XIV
	Pioneer Mid Cap Value Fund, a series of		Victory Pioneer Mid Cap Value Fund
	Pioneer Mid Cap Value Fund
	Pioneer Multi-Asset Ultrashort Income Fund, a		Victory Pioneer Multi-Asset Ultrashort Income
	series of Pioneer Series Trust X		Fund
	Pioneer Securitized Income Fund, a series of		Victory Pioneer Securitized Income Fund
	Pioneer Series Trust IV
	Pioneer Select Mid Cap Growth Fund, a series		Victory Pioneer Select Mid Cap Growth Fund
	of Pioneer Series Trust II
	Pioneer Short Term Income Fund, a series of		Victory Pioneer Short Term Income Fund
	Pioneer Short Term Income Fund
	Pioneer Solutions - Balanced Fund, a series of		Victory Pioneer Solutions - Balanced Fund
	Pioneer Asset Allocation Trust
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		Acquiring Fund, each a series of Victory
Fund		Portfolios IV
Pioneer U.S. Government Money Market		Victory Pioneer U.S. Government Money
Fund, a series of Pioneer Money Market Trust		Market Fund
Pioneer Equity Premium Income Fund, a series		Victory Pioneer Equity Premium Income Fund
of Pioneer Series Trust VI
Pioneer Global Sustainable Equity Fund, a		Victory Pioneer Global Equity Fund
series of Pioneer Series Trust V
Pioneer Global Sustainable Value Fund, a		Victory Pioneer Global Value Fund
series of Pioneer Series Trust XIV
Pioneer High Yield Fund, a series of Pioneer		Victory Pioneer High Yield Fund
High Yield Fund
Pioneer International Equity Fund, a series of		Victory Pioneer International Equity Fund
Pioneer Series Trust VIII
Pioneer Multi-Asset Income Fund, a series of		Victory Pioneer Multi-Asset Income Fund
Pioneer Series Trust IV
Pioneer Strategic Income Fund, a series of		Victory Pioneer Strategic Income Fund
Pioneer Series Trust XIV

Fund, each a series of Pioneer Variable		Acquiring Fund, each a series of Victory
Contracts Trust		Variable Insurance Funds II
Pioneer Bond VCT Portfolio		Victory Pioneer Bond VCT Portfolio
Pioneer Equity Income VCT Portfolio		Victory Pioneer Equity Income VCT Portfolio
Pioneer Fund VCT Portfolio		Victory Pioneer Fund VCT Portfolio
Pioneer High Yield VCT Portfolio		Victory Pioneer High Yield VCT Portfolio
Pioneer Mid Cap Value VCT Portfolio		Victory Pioneer Mid Cap Value VCT Portfolio
Pioneer Select Mid Cap Growth VCT Portfolio		Victory Pioneer Select Mid Cap Growth VCT
		Portfolio
Pioneer Strategic Income VCT Portfolio		Victory Pioneer Strategic Income VCT
		Portfolio

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