AMENDMENT TO
AMENDMENT TO
This AMENDMENT ("Amendment") is made this 24st day of August 2021, between Victory Portfolios (the "Trust") and FIS Investor Services LLC ("FIS"), successor in interest to SunGard Investor Services LLC, successor to, and assignee of, Citi Fund Services Ohio, Inc. formerly BISYS Fund Services Ohio, Inc. to the Transfer Agency Agreement dated April 1, 2002, between the Trust and FIS (as previously amended and in effect on the date hereof, the "Agreement"). All capitalized terms used but not defined herein shall have the meanings given them in the Agreement.
WHEREAS, FIS and the Trust wish to enter into this Amendment to the Agreement to extend the first renewal term of the Agreement by two months ending December 31, 2023 rather than October 31, 2023 and update the list of Funds covered by 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, the Trust and SunGard hereby agree as follows:
1.Amendments.
(a)Term. Section 5 paragraph (a) of the Agreement is deleted and replaced in its entirety with the following:
"Unless otherwise terminated as provided herein, this Agreement shall continue in effect through 31 October 2021 (such period, the "Initial Term"). Thereafter, unless otherwise terminated as provided herein, this Agreement shall renew for a two year and two month period ending 31 December 2023 (a "Rollover Period" and thereafter shall be renewed automatically for successive one-year periods (each, also "Rollover Periods"); provided that such continuance is specifically approved by a vote of a majority of those members of the Board of Trustees of the Trust who are not parties to this Agreement or "interested persons" (as defined in the 0000 Xxx) of any such party, and by the vote of the Board of Trustees or a majority of the outstanding voting securities of each Fund. This Agreement may be terminated: (i) by either party by provision of a written notice of non-renewal at least sixty (60) days prior to the end of the Initial Term or any Rollover Period, as the case may be; (ii) by mutual agreement of the parties; (iii) for "cause," as defined below, upon the provision of sixty (60) days advance written notice by the party alleging cause."
(b)Funds. Schedule A to the Agreement is hereby deleted in its entirety and replaced by the new Schedule A attached hereto.
2.Representations and Warranties.
(a)The Trust represents (i) that it has full power and authority to enter into this Amendment, (ii) that this Amendment, and all information relating thereto has been
presented to and reviewed by the Board of Trustees of the Trust (the "Board"), and
(iii) that the Board has approved this Amendment.
(b)FIS represents that it has full power and authority to enter into and perform this Amendment.
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 (as it existed prior to this Amendment), shall hereafter be construed as a reference to the Agreement as 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 both parties hereto.
(c)Paragraph headings in this Amendment are included for convenience only and arc 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.
(e)It is specifically acknowledged that this Amendment is made on behalf of Victory Portfolios, on behalf of each of the Funds listed on Schedule A, individually and not jointly. The assets of any one Fund shall not be used to offset the liabilities of any other Fund. Shareholders and Trustees of the Trust shall not be held personally liable for any obligations of Trust, or any of the Funds listed on Schedule A.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
VICTORY PORTFOLIOS, on behalf of each Fund listed on Schedule A, individually and not jointly
By: /s/ Xxxxxxxxxxx Xxxx
Name: Xxxxxxxxxxx X. Xxxx
Title: President
FIS INVESTOR SERVICES LLC
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Accounting Manager
Name of Portfolio
1Victory Diversified Stock Fund
2Victory Floating Rate Fund
3Victory Global Energy Transition Fund
4Victory High Income Municipal Bond Fund
5Victory High Yield Fund
6Victory INCORE Fund for Income
7Victory INCORE Investment Grade Convertible Fund
8Victory INCORE Investment Quality Bond Fund
9Victory INCORE Low Duration Bond Fund
10Victory INCORE Total Return Bond Fund
11Victory Integrity Discovery Fund
12Victory Integrity Mid-Cap Value Fund
13Victory Integrity Small/Mid-Cap Value Fund
14Victory Integrity Small-Cap Value Fund
15Victory Munder Mid-Cap Core Growth Fund
16Victory Munder Multi-Cap Fund
17Victory Munder Small Cap Growth Fund
18Victory NewBridge Large Cap Growth Fund
19Victory RS Global Fund
20Victory RS Growth Fund
21Victory RS International Fund
22Victory RS Investors Fund
As of August 24, 2021
Name of Portfolio
23Victory RS Large Cap Alpha Fund
24Victory RS Mid Cap Growth Fund
25Victory RS Partners Fund
26Victory RS Science and Technology Fund
27Victory RS Select Growth Fund
28Victory RS Small Cap Equity Fund
29Victory RS Small Cap Growth Fund
30Victory RS Value Fund
31Victory S&P 500 Index Fund
32Victory Xxxxxx Emerging Markets Fund
33Victory Special Value Fund
34Victory Strategic Allocation Fund
35Victory Strategic Income Fund
36Victory Sycamore Established Value Fund
37Victory Sycamore Small Company Opportunity Fund
38Victory Tax-Exempt Fund
39Victory Trivalent International Fund-Core Equity
40Victory Trivalent International Small-Cap Fund
41Victory THB US Small Opportunities Fund