AMENDMENT NO. 3 TO THE ADMINISTRATION AND FUND ACCOUNTING AGREEMENT
Exhibit 99.B(h)(2)(d)
AMENDMENT NO. 3 TO THE
ADMINISTRATION AND FUND ACCOUNTING AGREEMENT
AMENDMENT made as of May 21, 2015 to that certain to Administration and Fund Accounting Agreement entered into as of June 1, 2006, as amended (“Agreement”) by and between (i) The Victory Portfolios and The Victory Variable Insurance Funds, both Delaware statutory trusts (each, a ‘Trust” and, together, the “Trusts”) on behalf of those investment company portfolios listed on Schedule D which may be amended from time to time (each, a “Fund” and, together, the “Funds”) in the case of both the Trusts and the Funds, individually and not jointly and (ii) VICTORY CAPITAL MANAGEMENT INC. (“VCM”), a New York corporation. All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.
WHEREAS, the Board of Trustees of the Trusts and Compass EMP Funds Trust desire to add Compass EMP Funds Trust to the terms of the Agreement on the same terms that apply to the Trusts; and
WHEREAS, VCM desires to act as administrator and fund accountant of certain investment company portfolios of Compass EMP Funds Trust.
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, intended to be legally bound, VCM, the Trusts and Compass EMP Funds Trust hereby agree as follows:
1. (a) Compass EMP Funds Trust is hereby added as a party to the Agreement and shall be considered a “Trust” in accordance with the terms of the Agreement; (b) the definition of the “Funds” which currently refers to the portfolios of The Victory Portfolios and The Victory Variable Insurance Funds is expanded to include the portfolios of Compass EMP Funds Trust listed on Schedule D from time to time.
2. A new Section 30 of the Agreement is added as follows:
30. About Compass EMP Funds Trust
The name “Compass EMP Funds Trust” refers to the Trust created under a Certificate of Trust filed at the office of the State Secretary of Delaware. The obligations of “Compass EMP Funds Trust” entered into in the name or on behalf thereof by any of the Trustees, representatives or agents thereof are made not individually but in such capacities, and are not binding upon any of the Trustees, Shareholders, representatives or agents of the Trust personally, but bind only the Trust Property (as defined in the Trust Instrument), and all persons dealing with any class of Shares of the Trust must look solely to the Trust Property belonging to such class for the enforcement of any claims against the Trust. The Trust has entered into this Agreement with respect to some or all of its Funds individually, and jointly. The rights and obligations of the Trust described in this Agreement apply to each individual Fund. No Fund shall have any liability for any costs or expenses incurred by any other Fund. In seeking to enforce a claim against any
Fund, VCM shall look to the assets only of that Fund and not to the assets of any other Fund.
3. Schedule D to the Agreement is hereby deleted in its entirety and replaced with the Schedule D attached hereto;
4. Section 18 is hereby replaced in its entirety as follows:
Any notice provided hereunder shall be sufficiently given when sent by registered or certified mail to the party required to be served with such notice at the following address: Xxxxxxx Xxxxxxxxx, 0000 Xxxxxxxx Xxxx, Xxxxxxxx, XX 00000; and Xxx X. Xxxxx, Xxxxxxxx & Xxxxxxxx LLP, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; or at such other address as such party may from time to time specify in writing to the other party pursuant to this Section.
5. Except as set forth in this Amendment, the Agreement is unaffected and shall continue in full force and effect in accordance with its terms.
[signature page follows]
Please confirm your agreement with the foregoing by signing and returning the enclosed copy of this letter, following which this will be a legally binding agreement between us as of May 1, 2015.
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Very truly yours, | |||
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By: |
/s/ Xxxxxxxxxxx X. Xxxx | ||
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Name: Xxxxxxxxxxx X. Xxxx | ||
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Title: President | ||
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Date: May 21, 2015 | ||
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The Victory Variable Insurance Funds | |||
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By: |
/s/ Xxxxxxxxxxx X. Xxxx | ||
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Name: Xxxxxxxxxxx X. Xxxx | ||
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Title: President | ||
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Date: May 21, 2015 | ||
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Compass EMP Funds Trust | |||
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By: |
/s/ Xxxxxxxxxxx X. Xxxx | ||
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Name: Xxxxxxxxxxx X. Xxxx | ||
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Title: President | ||
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Date: May 21, 2015 | ||
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Accepted and Agreed: |
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Victory Capital Management Inc. |
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By: |
/s/ Xxxxxxx Xxxxxxxxx |
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Name: Xxxxxxx Xxxxxxxxx |
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Title: Chief Financial Officer |
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Date: May 21, 2015 |
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SCHEDULE D
TO THE ADMINISTRATION AND FUND ACCOUNTING AGREEMENT
BETWEEN VCM, THE VICTORY PORTFOLIOS,
THE VICTORY VARIABLE INSURANCE FUNDS
AND COMPASS EMP FUNDS TRUST
TRUSTS AND FUNDS
1. Balanced Fund, Classes A, C, I and R Shares
2. Diversified Stock Fund, Classes A, C, I, R, R6 and Y Shares
3. Dividend Growth Fund, Classes A, C, I, R and Y Shares
4. Emerging Markets Small Cap Fund, Classes A, C, I and Y Shares
5. Established Value Fund, Classes A, I, R, R6 and Y Shares
6. Fund for Income, Classes A, C, I, R and Y Shares
7. Global Equity Fund, Classes A, C and I Shares
8. Integrity Mid-Cap Value Fund, Classes A, and Y Shares
9. Integrity Micro-Cap Equity Fund, Classes A, C, R, and Y Shares
10. Integrity Micro-Cap Equity Fund, Classes A, C, R, and Y Shares
11. Integrity Small/Mid-Cap Value Fund, Classes A, and Y Shares
12. International Fund, Classes A, C, I, R6 and Y Shares
13. International Select Fund, Classes A, C, I and Y Shares
14. Investment Grade Convertible Fund, Classes A and I Shares
15. Large Cap Growth Fund, Classes A, C, I, R and Y Shares
16. Munder Emerging Markets Small-Cap Fund, Classes A and Y Shares
17. Munder Growth Opportunities Fund, Classes A, C, R and Y Shares
18. Munder Index 500 Fund, Classes A, R and Y Shares
19. Munder International Fund-Core Equity, Classes A, C, I and Y Shares
20. Munder International Small-Cap Fund, Classes A, C, I, R6 and Y Shares
21. Munder Mid-Cap Core Growth Fund, Classes A, C, R, R6, and Y Shares
22. Munder Small Cap Growth Fund, Classes A, I, and Y Shares
23. Munder Total Return Bond Fund, Classes A, C, and Y Shares
24. National Municipal Bond Fund, Classes A and Y Shares
25. Ohio Municipal Bond Fund, Class A Shares
26. Select Fund, Classes A and I Shares
27. Small Company Opportunity Fund, Classes A, I, R and Y Shares
28. Special Value Fund, Classes A, C, I, R and Y Shares
The Victory Variable Insurance Funds
1. Diversified Stock Fund
