TRANSFER AGENCY SERVICES AGREEMENT
AMENDMENT NO. 7 TO
TRANSFER AGENCY SERVICES AGREEMENT
THIS AMENDMENT made as of June 20, 2024 (“Amendment”) to that certain Transfer Agency Services Agreement dated as of February 27, 2017 (as amended and in effect as of the date hereof, “Agreement”), by and between (i) Victory Portfolios II, a Delaware Statutory Trust (the “Client”) on behalf of its separate series that are exchange-traded funds (“ETFs”) severally and not jointly (each a “Fund” and collectively the “Client”) and (ii) Citibank, N.A. (“Service Provider”) and with the Client, referred to herein individually as “Party” and collectively as “Parties”). All capitalized terms used but not defined herein shall have the meaning given to them in the Agreement.
WHEREAS, the Service Provider performs certain transfer agency services for the Client pursuant to the Agreement;
WHEREAS, the Parties wish to amend the List of Funds (Schedule 4) serviced under the Agreement;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties hereby agree as follows:
1.List of Funds (Schedule 4)
Schedule 4 of the Agreement is deleted and replaced with Schedule 4 attached hereto.
2.Representations and Warranties
(a)Each Party represents and warrants to the other that it has full power and authority to enter into and perform this Amendment, that this Amendment has been duly authorized and, when executed and delivered by it, will constitute a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.
(b)The Client represents that it has provided this Amendment to the Boards.
3.Miscellaneous.
(a)This Amendment supplements and amends the Agreement. The provisions set forth in this Amendment supersede all prior negotiations, understandings and agreements bearing upon the subject matter covered herein, including any conflicting provisions of the Agreement or any provisions of the Agreement that directly cover or indirectly bear upon matters covered under this Amendment.
(b)Each reference to the Agreement in the Agreement and in every other agreement, contract or instrument to which the Parties are bound, shall hereafter be construed as a reference to the Agreement as separately amended by this Amendment. Except as provided in this Amendment, the provisions of the Agreement remain in full force and
effect. No amendment or modification to this Amendment shall be valid unless made in writing and executed by each Party hereto.
(c)Paragraph headings in this Amendment are included for convenience only and are not
to be used to construe or interpret this Amendment.
(d)This Amendment may be executed in counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same agreement.
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed all as of the day and year first above written.
Victory Portfolios II, acting for and on behalf of each of its Funds, severally and not jointly
By: |
/s/ Xxxxxx Xxxxxxxxxx |
Name: |
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Xxxxxx Xxxxxxxxxx |
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Title: |
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President |
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Date: |
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6/20/24 |
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CITIBANK, N.A.
By: |
/s/ Xxxxx Xxxx |
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Name: |
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Xxxxx Xxxx |
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Title: |
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VP |
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Date: |
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6/20/24 |
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Schedule 4
List of Funds (as of June 20, 2024)
VictoryShares US EQ Income Enhanced Volatility Wtd ETF
VictoryShares US 500 Volatility Wtd ETF
VictoryShares US Small Cap Volatility Wtd ETF
VictoryShares International Volatility Wtd ETF
VictoryShares US Large Cap High Div Volatility Wtd ETF
VictoryShares US Small Cap High Div Volatility Wtd ETF
VictoryShares International High Div Volatility Wtd ETF
VictoryShares US 500 Enhanced Volatility Wtd ETF
VictoryShares US Discovery Enhanced Volatility Wtd ETF
VictoryShares Developed Enhanced Volatility Wtd ETF
VictoryShares US Multi-Factor Minimum Volatility ETF
VictoryShares Dividend Accelerator ETF
VictoryShares US Value Momentum ETF
VictoryShares US Small Mid Cap Value Momentum ETF
VictoryShares International Value Momentum ETF
VictoryShares Emerging Markets Value Momentum ETF
VictoryShares Short-Term Bond ETF
VictoryShares Core Intermediate Bond ETF
VictoryShares Nasdaq Next 50 ETF
VictoryShares THB Mid Cap ETF
VictoryShares Core Plus Intermediate Bond ETF
VictoryShares Corporate Bond ETF
VictoryShares WestEnd U.S. Sector ETF
VictoryShares Free Cash Flow ETF
VictoryShares Small Cap Free Cash Flow ETF
