AMENDMENT TO
AMENDMENT TO
This AMENDMENT ("Amendment") is made this 22nd day of February, 2021, (the "Amendment Effective Date"), between Victory Portfolios, formerly known as The Victory Portfolios (the "Client"), and FIS Investor Services LLC, a Delaware limited liability company, formerly SunGard Investor Services LLC (successor to, and assignee of, Citi Fund Services Ohio, Inc., formerly BISYS Fund Services Ohio, Inc.) ("FIS"), to the Transfer Agency Agreement dated April l, 2002, between Client and BISYS Fund Services Ohio, Inc., as amended on June 3, 2002, July 24, 2002, May 18, 2004, July 1, 2006, July 1, 2009, August 31, 2011, July 1, 2012, October 24, 2012, October 23, 2013, February 19, 2014, May 22, 2014, April 1, 2015, July 1, 2015, December 31, 2015, August 24, 2016, and February 26, 2019 (as amended, the "Agreement").
All capitalized terms used but not defined herein shall have the meanings given them in the Agreement. All references in the Agreement to the Trust or the Company shall be references to the Client, and all references in the Agreement to BISYS, Citi, or SunGard shall be references to FIS.
WHEREAS, FIS and Client wish to enter into this Amendment to the Agreement to update Schedule A thereto;
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, Client and FIS hereby agree as follows:
l.Amendments.
a.Funds. Schedule A – Funds - to the Agreement is hereby deleted in its entirety and replaced by the new Schedule A attached hereto.
2.Representations and Warranties.
a.Client 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 Client (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 are not to be used to construe or interpret this Amendment.
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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 entered into by the Client 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 Client shall not be held personally liable for any obligations of Client, or any of the Funds listed on Schedule A.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written
FIS INVESTOR SERVICES LLC |
VICTORY PORTFOLIOS, on behalf of each |
|
Fund listed on Schedule A, individually and jointly |
By___________________________ |
By:________________________________ |
Name: ________________________ |
Name: _____________________________ |
Title: _________________________ |
Title: _______________________________ |
2/23/2021 |
Date: _______________________________ |
Date: _________________________ |
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Name of Portfolio
1Victory Diversified Stock Fund
2Victory Floating Rate Fund
3Victory Global Natural Resources 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
10 Victory INCORE Total Return Bond Fund
11 Victory Integrity Discovery Fund
12 Victory Integrity Mid-Cap Value Fund
13 Victory Integrity Small/Mid-Cap Value Fund
14 Victory Integrity Small-Cap Value Fund
15 Victory Munder Mid-Cap Core Growth Fund
16 Victory Munder Multi-Cap Fund
17 Victory Munder Small Cap Growth Fund
18 Victory NewBridge Large Cap Growth Fund
19Victory RS Global Fund
20Victory RS Growth Fund
21Victory RS International Fund
22Victory RS Investors Fund
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 Xxxxxx Emerging Markets Small Cap Fund
34Victory Special Value Fund
35Victory Strategic Allocation Fund
36Victory Strategic Income Fund
37Victory Sycamore Established Value Fund
38Victory Sycamore Small Company Opportunity Fund
39Victory Tax-Exempt Fund
40Victory Trivalent Emerging Markets Small-Cap Fund
41Victory Trivalent International Fund-Core Equity
42Victory Trivalent International Small-Cap Fund
43Victory THB US Small Opportunities Fund
As of February 22, 2021
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