AMENDMENT NO. 2
AMENDMENT NO. 2
between
and
VICTORY CAPITAL MANAGEMENT INC.
THIS AMENDMENT NO. 2 dated as of June 22, 2023, to the amended and restated EXPENSE LIMITATION AGREEMENT dated June 29, 2022 (“Agreement”), is made by and among VICTORY PORTFOLIOS III, a Delaware statutory trust (the “Trust”) and VICTORY CAPITAL MANAGEMENT INC., (the “Investment Adviser”). Capitalized terms not otherwise defined herein are to be ascribed to the definitions in the Agreement.
WHEREAS, the Investment Adviser and the Trust wish to enter into this Amendment to the Agreement to reflect the update to Schedule A;
NOW, THEREFORE, in consideration of the terms and conditions hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows:
1.Schedule A is hereby deleted in its entirety and replaced with the Schedule A attached hereto.
2.Except as set forth in this Amendment, the agreement is unaffected and shall remain in full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the Parties have duly executed this Amendment No. 2 as of the date first written above.
VICTORY PORTFOLIOS III, on behalf of each Fund listed on Schedule A, individually and not jointly
By: |
/s/ Xxxxx Xx Xxxxx |
Name: |
Xxxxx Xx Xxxxx |
Title: |
President |
VICTORY CAPITAL MANAGEMENT, INC.
By: |
/s/ Xxxxxxx Xxxxxxxxx |
Name: |
Xxxxxxx X. Xxxxxxxxx |
Title: |
President, Chief Financial Officer and |
|
Chief Administrative Officer |
