AMENDMENT No. 5
Exhibit 99.B(h)(2)(f)
AMENDMENT No. 5
to
ADMINISTRATION GREEMENT
and
FUND ACCOUNTING AGREEMENT
AMENDMENT made as of August 24, 2016 to that certain to Administration and Fund Accounting Agreement entered into as of June 1, 2006, as amended (“Agreement”) by and among (i) Victory Portfolios, Victory Variable Insurance Funds, and Victory Portfolios II, each a Delaware statutory trust (each, a “Trust” and, together, the “Trusts”) on behalf of those investment company portfolios listed on Schedule D which may be amended from time to time (each, a “Fund” and, together, the “Funds”) in the case of both the Trusts and the Funds, individually and not jointly and (ii) Victory Capital Management Inc. (“VCM”), a New York corporation. All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement
WHEREAS, VCM and the Trusts wish to enter into this Amendment to the Agreement to (1) add additional Funds to the terms of the Agreement, (2) update the fee schedule, and (3) revise the term of the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter contained and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be legally bound, VCM and the Trusts hereby agree as follows:
1. Schedule D to the Agreement is deleted in its entirety and replaced by the new Schedule D attached hereto.
2. The Asset-Based Fees included on Schedule C to the Agreement are deleted in its entirety and replaced by the following:
Asset-Based Fees:
0.08% (8 basis points) of the first $15 Billion in aggregate net assets of all Funds; plus
0.05% (5 basis points) of aggregate net assets of all Funds from $15 Billion to $30 Billion; plus
0.04% (4 basis points) of aggregate net assets of all Funds in excess of $30 Billion
3. The third sentence of Section 5(a) of the Agreement is deleted and replaced with the following:
Unless otherwise terminated as provided herein, the current Rollover Period of the Agreement shall continue in effect through August 31, 2019.
4. Section 5(d) of Agreement is deleted in its entirety and replaced with the following:
(d) If this Agreement is terminated on or before August 31, 2019 for any reason, then the Trust(s) shall reimburse VCM as follows:
(1) if the termination is before August 31, 2017, the full amount of any payment VCM makes to State Street Bank and Trust in connection with the termination of the Administration Agreement dated as of May 1, 2007, as amended, together with the novation of that agreement dated as of June 3, 2016, by and among State Street Bank and Trust Company, RS Investment Trust, Victory Portfolios, RS Variable Products Trust and Victory Variable Insurance Funds, each on behalf of those funds set forth on Appendix A of that Novation Agreement (together, the “State Street Agreements”);
(2) if the termination occurs after August 31, 2017 but before August 31, 2018, two-thirds of the amount of any payment VCM makes to State Street Bank and Trust in connection with the termination of the State Street Agreement; and
(3) if the termination occurs after August 31, 2018 but before August 31, 2019, one-third of the amount of any payment VCM makes to State Street Bank and Trust in connection with the termination of the State Street Agreement.
For avoidance of doubt, the amount of reimbursement provided above (a) is intended to compensate VCM for the out-of-pocket expenses that it incurred when it paid to State Street Bank and Trust Company an early termination fee on behalf of the funds set forth on Appendix A of Novation Agreement; and (b) shall be the obligation solely of the Funds set forth on Appendix A of the Novation Agreement, individually, and not jointly, in proportion of their relative net assets at the time any such reimbursement is made.
5. Except as set forth in this Amendment, the Agreement is unaffected and shall continue in full force and effect in accordance with its terms.
6. This Amendment shall become effective as of the date of conversion to Citi Fund Services of Ohio as sub-administrator, currently contemplated to occur on or about November 7, 2016.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed all as of the day and year first above written.
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VICTORY PORTFOLIOS, on behalf of each Fund listed on Schedule A, individually and not jointly | |
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By: |
/S/ Xxxxxxxxxxx X. Xxxx |
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Name: |
Xxxxxxxxxxx X. Xxxx |
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Title: |
President |
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VICTORY VARIABLE INSURANCE FUNDS,on behalf of each Fund listed on Schedule A, individually and not jointly | |
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By: |
/S/ Xxxxxxxxxxx X. Xxxx |
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Name: |
Xxxxxxxxxxx X. Xxxx |
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Title: |
President |
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VICTORY PORTFOLIOS II, on behalf of each Fund listed on Schedule A, individually and not jointly | |
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By: |
/S/ Xxxxxxxxxxx X. Xxxx |
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Name: |
Xxxxxxxxxxx X. Xxxx |
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Title: |
President |
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VICTORY CAPITAL MANAGEMENT INC. | |
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By: |
/S/ Xxxxxxx Xxxxxxxxx |
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Name: |
Xxxxxxx Xxxxxxxxx |
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Title: |
Chief Financial Officer |
SCHEDULE D
TO THE ADMINISTRATION AND FUND ACCOUNTING AGREEMENT BETWEEN VCM, VICTORY PORTFOLIOS, VICTORY PORTFOLIOS II AND VICTORY VARIABLE INSURANCE FUNDS
Victory Diversified Stock Fund
Victory Expedition Emerging Markets Small Cap Fund
Victory Floating Rate Fund
Victory Global Natural Resources Fund
Victory High Income Municipal Bond Fund
Victory High Yield Fund
Victory INCORE Fund for Income
Victory INCORE Investment Grade Convertible Fund
Victory INCORE Investment Quality Bond Fund
Victory INCORE Low Duration Bond
Victory INCORE Total Return Bond Fund
Victory Index 500 Fund
Victory Integrity Discovery Fund
Victory Integrity Mid-Cap Value Fund
Victory Integrity Small/Mid-Cap Value Fund
Victory Integrity Small-Cap Value Fund
Victory Munder Mid-Cap Core Growth Fund
Victory Munder Multi-Cap Fund
Victory Munder Small Cap Growth Fund
Victory National Municipal Bond Fund
Victory NewBridge Global Equity Fund
Victory NewBridge Large Cap Growth Fund
Victory Ohio Municipal Bond Fund
Victory RS Focused Opportunity Fund
Victory RS Global Fund
Victory RS Growth Fund
Victory RS Growth Opportunity Fund
Victory RS International Fund
Victory RS Investors Fund
Victory RS Large Cap Alpha Fund
Victory RS Mid Cap Growth Fund
Victory RS Partners Fund
Victory RS Science and Technology Fund
Victory RS Select Growth Fund
* Pending launch
Victory RS Small Cap Equity Fund
Victory RS Small Cap Growth Fund
Victory RS Value Fund
Victory Select Fund
Victory Xxxxxx China Fund
Victory Xxxxxx Emerging Markets Fund
Victory Xxxxxx Emerging Markets Small Cap Fund
Victory Special Value Fund
Victory Strategic Allocation Fund
Victory Strategic Income Fund
Victory Sycamore Established Value Fund
Victory Sycamore Small Company Opportunity Fund
Victory Tax-Exempt Fund
Victory Trivalent Emerging Markets Small-Cap Fund
Victory Trivalent International Fund — Core Equity
Victory Trivalent International Small-Cap Fund
Victory Variable Insurance Funds
Victory High Yield VIP Series
Victory INCORE Investment Quality Bond VIP Series
Victory INCORE Low Duration Bond VIP Series
Victory RS International VIP Series
Victory RS Large Cap Alpha VIP Series
Victory RS Small Cap Growth Equity VIP Series
Victory S&P 500 Index VIP Series
Victory Xxxxxx Emerging Markets VIP Series
Victory Variable Insurance Diversified Stock Fund
Victory CEMP Alternative Strategies Fund
Victory CEMP Commodity Enhanced Volatility Wtd Index Strategy Fund
Victory CEMP Commodity Volatility Wtd Index Strategy Fund
Victory CEMP Global High Dividend Defensive Fund
Victory CEMP International Enhanced Volatility Wtd Index Fund
Victory CEMP International Volatility Wtd Index Fund
Victory CEMP Long/Short Strategy Fund
Victory CEMP Market Neutral Income Fund
Victory CEMP US 500 Enhanced Volatility Wtd Index Fund
Victory CEMP US 500 Volatility Wtd Index Fund
Victory CEMP US EQ Income Enhanced Volatility Wtd Index Fund
* Pending launch
