MASTER GLOBAL CUSTODIAL SERVICES AGREEMENT
AMENDMENT TO
MASTER GLOBAL CUSTODIAL SERVICES AGREEMENT
THIS AMENDMENT made as of April 24th, 2023 ("Amendment") to that certain Master Global Custodial Services Agreement dated as of August 5th, 2008 (as amended and in effect as of the date hereof, "Agreement"), by and among (i) Victory Portfolios, Victory Portfolios II and Victory Variable Insurance Funds, each a Delaware Statutory Trust (each, a "Trust") on behalf of each Fund underneath the name of that Trust on Exhibit 1 to the Agreement (the "Funds Appendix"), severally and not jointly (each, a "Fund" and collectively, with each Trust acting on behalf of such Funds, the "Client") and (ii) Citibank, N.A., acting as a global custodian through its office located in New York ("Custodian" 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 Custodian performs certain custodial services for the Client pursuant to the Agreement;
WHEREAS, the Parties wish to replaces the existing Funds Appendix to reflect the name changes to some Funds, the removal of certain existing Funds and the addition of new funds.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties hereby agree as follows:
1.List of Funds (Exhibit 1)
Exhibit 1 of the Agreement is deleted and replaced with Exhibit 1 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, acting for and on behalf of each of its Funds, severally and not jointly.
Victory Portfolios II, acting for and on behalf of each of its Funds, severally and not jointly
By: |
/s/ Xxxxxxxxxxx Xxxx |
By: |
/s/ Xxxxxxxxxxx Xxxx | ||
Name: |
Xxxxxxxxxxx Xxxx |
Name: |
Xxxxxxxxxxx Xxxx | ||
Title: |
President |
Title: |
President | ||
Date: |
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4/19/ 2023 |
Date: |
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4/19/ 2023 |
Victory Variable Insurance Funds, |
Citibank, N.A. | ||||
acting for and on behalf of each of its |
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Funds, severally and not jointly. |
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By: |
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By: |
/s Xxxxxxx X. Xxxxxx | ||
Name: |
Xxxxxxxxxxx Xxxx |
Name: |
Xxxxxxx X. Xxxxxx | ||
Title: |
President |
Title: |
Managing Director | ||
Date: |
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4/19/ 2023 |
Date: |
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April 21t, 2023 |
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Exhibit 1 (Funds Appendix |
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List of Funds (as of April 24, 2023) |
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Old Name |
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New Name (as of April 24, 2023) |
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1. |
Victory Diversified Stock Fund |
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2. |
Victory Floating Rate Fund |
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3. |
Victory Global Energy Transition Fund |
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4. |
Victory High Income Municipal Bond Fund |
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5. |
Victory High Yield Fund |
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6. |
Victory INCORE Fund for Income |
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7. |
Victory INCORE Investment Grade Convertible Fund |
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8. |
Victory INCORE Low Duration Bond Fund |
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9. |
Victory INCORE Total Return Bond Fund |
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10. |
Victory Integrity Discovery Fund |
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11. |
Victory Integrity Mid-Cap Value Fund |
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12. |
Victory Integrity Small-Cap Value Fund |
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13. |
Victory Integrity Small/Mid-Cap Value Fund |
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14. |
Victory Munder Mid-Cap Core Growth Fund |
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15. |
Victory Munder Multi-Cap Fund |
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16. |
Victory RS Global Fund |
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17. |
Victory RS Growth Fund |
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18. |
Victory RS International Fund |
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19. |
Victory RS Investors Fund |
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20. |
Victory RS Large Cap Alpha Fund |
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21. |
Victory RS Mid Cap Growth Fund |
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22. |
Victory RS Partners Fund |
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23. |
Victory RS Science and Technology Fund |
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24. |
Victory RS Select Growth Fund |
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25. |
Victory RS Small Cap Equity Fund |
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26. |
Victory RS Small Cap Growth Fund |
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27. |
Victory RS Value Fund |
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28. |
Victory S&P 500 Index Fund |
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29. |
Victory Xxxxxx Emerging Markets Fund |
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30. |
Victory Special Value Fund |
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31. |
Victory Strategic Allocation Fund |
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32. |
Victory Sycamore Established Value Fund |
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33. |
Victory Sycamore Small Company Opportunity Fund |
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34. |
Victory Tax-Exempt Fund |
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35. |
Victory Trivalent International Fund-Core Equity |
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36. |
Victory Trivalent International Small-Cap Fund |
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37. |
Victory THB US Small Opportunities Fund |
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** Pending Launch |
3 |
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Old Name |
New Name (as of April 24, 2023) |
Victory Variable Insurance Funds |
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1. |
Victory High Yield VIP Series |
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2. |
Victory RS International VIP Series |
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3. |
Victory RS Large Cap Alpha VIP Series |
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4. |
Victory RS Small Cap Growth Equity VIP Series |
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5. |
Victory 500 Index VIP Series |
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6. |
Victory Xxxxxx Emerging Markets VIP Series |
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Victory Portfolios II – Mutual Funds |
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1. Victory US 500 Enhanced Volatility Wtd Index Fund |
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2. Victory Market Neutral Income Fund |
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Victory Portfolios II – ETFs |
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1. |
VictoryShares Developed Enhanced Volatility Wtd ETF |
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2. |
VictoryShares Dividend Accelerator ETF |
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3. |
VictoryShares International High Div Volatility Wtd ETF |
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4. |
VictoryShares International Volatility Wtd ETF |
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5. |
VictoryShares US 500 Enhanced Volatility Wtd ETF |
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6. |
VictoryShares US 500 Volatility Wtd ETF |
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7. |
VictoryShares US Discovery Enhanced Volatility Wtd ETF |
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8. |
VictoryShares US EQ Income Enhanced Volatility Wtd ETF |
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9. |
VictoryShares US Large Cap High Div Volatility Wtd ETF |
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10. |
VictoryShares US Multi-Factor Minimum Volatility ETF |
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11. |
VictoryShares US Small Cap Volatility Wtd ETF |
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12. |
VictoryShares US Small Cap High Div Volatility Wtd ETF |
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13. |
VictoryShares USAA Core Intermediate-Term Bond ETF |
VictoryShares Core Intermediate Bond ETF |
14. |
VictoryShares USAA Core Short-Term Bond ETF |
VictoryShares Short-Term Bond ETF |
15. |
VictoryShares Emerging Markets Value Momentum ETF |
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16. |
VictoryShares International Value Momentum ETF |
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17. |
VictoryShares US Small Mid Cap Value Momentum ETF |
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18. |
VictoryShares US Value Momentum ETF |
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19. |
VictoryShares NASDAQ Next 50 ETF |
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20. |
VictoryShares THB Mid Cap ESG ETF |
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21. |
VictoryShares ESG Core Plus Bond ETF |
VictoryShares Core Plus Intermediate Bond ETF |
22. |
VictoryShares ESG Corporate Bond ETF |
VictoryShares Corporate Bond ETF |
23. |
VictoryShares WestEnd US Sector ETF |
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24. |
VictoryShares Free Cash Flow ETF ** |
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25. |
VictoryShares Small Cap Free Cash Flow ETF ** |
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** Pending Launch |
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