FORM OF NOVATION AGREEMENT
Exhibit 99.B(9)(b)
This Agreement, dated as of [·], 2016, is entered into by and among State Street Bank and Trust Company, a Massachusetts trust company (“State Street”), each RS management investment company identified on Appendix A hereto (each, an “RS Fund”), and each Victory registered investment company identified on Appendix A hereto (each, a “Victory Fund”), and is to become effective as of [·], 2016 (the “Effective Date”).
RECITALS
WHEREAS, reference is made to that certain Master Custodian Agreement dated as of May 1, 2007 by and among each RS Fund and State Street (as amended or supplemented from time to time, the “Custodian Agreement”).
WHEREAS, on the Effective Date, each series of the RS Funds identified on Appendix A hereto (each, an “Acquired Series”) will be merged with and into a corresponding series of a Victory Fund identified opposite its name on Appendix A hereto (each, an “Acquiring Series”);
WHEREAS, in connection with such merger, the RS Funds desire to transfer by novation all of the rights and obligations of the RS Funds under the Custodian Agreement to the Victory Funds and the Victory Funds are willing and able to do so;
WHEREAS, the Victory Funds and State Street are willing to consent to the novation of the Custodian Agreement.
NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties agree that, as of the Effective Date:
I. Novation of the Custodian Agreement.
1. Each RS Fund, on behalf of the Acquired Series, transfers by novation all of its rights, liabilities and obligations under the Custodian Agreement to the Victory Funds.
2. Each Victory Fund, on behalf of the Acquiring Series, accepts such transfer by novation of all of the rights, liabilities and obligations of the RS Funds under the Custodian Agreement, and the Victory Funds replace the RS Funds as a party to the Custodian Agreement.
3. State Street agrees to such transfer by novation and accepts the Victory Funds as a counterpart with respect to the Custodian Agreement.
4. Each Victory Fund shall be bound by the terms and conditions of the Custodian Agreement and shall assume, perform and discharge all of the RS Funds’ obligations and liabilities under or in connection with the Custodian Agreement (whether actual or contingent and whether arising on, before or after the Effective Date).
5. Each RS Fund shall be released and discharged from all of its obligations and liabilities under or in connection with the Custodian Agreement (whether actual or contingent and whether arising on, before or after the Effective Date).
6. The Custodian Agreement shall remain in full force and effect, except as modified by this Agreement.
II. Miscellaneous.
1. Successors. This Agreement shall be fully binding upon and enforceable with respect to the Parties, and their respective representatives, successors and assigns.
2. Counterparts. The Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be executed in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the parties hereby adopt as original any signatures received via electronically transmitted form.
3. Severability. The provisions of this Agreement are severable, and if any part of it is found to be unenforceable, the other paragraphs shall remain fully valid and enforceable. This Agreement shall survive the termination of any arrangements contained herein.
4. Governing Law. This Assignment Agreement is governed by and shall be construed in accordance with the laws of The Commonwealth of Massachusetts, without giving effect to the conflict of law provisions thereof.
5. Headings. The headings used in this Assignment Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this agreement.
IN WITNESS WHEREOF, each of the Parties has caused this instrument to be executed in its name and on its behalf by its duly authorized representative as of the Effective Date as set forth above.
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EACH RS ENTITY SET FORTH ON APPENDIX A HERETO | |
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By: |
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Name: |
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Title: |
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EACH VICTORY ENTITY SET FORTH ON APPENDIX A HERETO | |
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By: |
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Name: |
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Title: |
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STATE STREET BANK AND TRUST COMPANY | |
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By: |
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Name: |
Xxxxxx Xxxxx |
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Title: |
Executive Vice President |
Appendix A
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RS Fund |
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Acquired Series |
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Victory Fund |
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Acquiring Series |
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RS Investment Trust |
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RS China Fund |
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Victory Portfolios |
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Victory RS China Fund |
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RS Emerging Markets Fund |
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Victory RS Emerging Markets Fund |
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RS Emerging Markets Small Cap Fund |
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Victory RS Emerging Markets Small Cap Fund |
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RS Floating Rate Fund |
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Victory Floating Rate Fund |
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RS Focused Growth Opportunity Fund |
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Victory RS Focused Growth Opportunity Fund |
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RS Focused Opportunity Fund |
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Victory RS Focused Opportunity Fund |
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RS Global Fund |
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Victory RS Global Fund |
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RS Global Natural Resources Fund |
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Victory Global Natural Resources Fund |
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RS Growth Fund |
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Victory RS Growth Fund |
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RS High Income Municipal Bond Fund |
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Victory High Income Municipal Bond Fund |
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RS High Yield Fund |
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Victory High Yield Fund |
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RS International Fund |
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Victory RS International Fund |
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RS Investment Quality Bond Fund |
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Victory INCORE Investment Quality Bond Fund |
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RS Investors Fund |
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Victory RS Investors Fund |
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RS Large Cap Alpha Fund |
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Victory RS Large Cap Alpha Fund |
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RS Low Duration Bond Fund |
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Victory INCORE Low Duration Bond Fund |
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RS Mid Cap Growth Fund |
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Victory RS Mid Cap Growth Fund |
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RS Partners Fund |
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Victory RS Partners Fund |
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RS Select Growth Fund |
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Victory RS Select Growth Fund |
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RS Small Cap Equity Fund |
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Victory RS Small Cap Equity Fund |
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RS Small Cap Growth Fund |
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Victory RS Small Cap Growth Fund |
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RS Strategic Income Fund |
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Victory Strategic Income Fund |
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RS Tax-Exempt Fund |
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Victory Tax-Exempt Fund |
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RS Fund |
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Acquired Series |
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Victory Fund |
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Acquiring Series |
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RS Technology Fund |
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Victory RS Science and Technology Fund |
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RS Value Fund |
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Victory RS Value Fund |
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RS Variable Products Trust |
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RS Emerging Markets VIP Series |
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Victory RS Emerging Markets VIP Series | |
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RS High Yield VIP Series |
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Victory High Yield VIP Series |
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RS International VIP Series |
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Victory RS International VIP Series |
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RS Investment Quality Bond VIP Series |
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Victory INCORE Investment Quality Bond VIP Series |
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RS Large Cap Alpha VIP Series |
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Victory RS Large Cap Alpha VIP Series |
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RS Low Duration Bond VIP Series |
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Victory INCORE Low Duration Bond VIP Series |
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RS S&P 500 Index VIP Series |
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RS S&P 500 Index VIP Series |
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RS Small Cap Growth Equity VIP Series |
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Victory RS Small Cap Growth Equity VIP Series |
