AMENDMENT to the EXPENSE LIMITATION AGREEMENT THE VICTORY PORTFOLIOS
Exhibit 99.(h)(5)(c)
AMENDMENT
to the
EXPENSE LIMITATION AGREEMENT
AMENDMENT made as of March 1, 2013, between Victory Capital Management Inc. (the “Investment Adviser”) and The Victory Portfolios (the “Trust”), a Delaware statutory trust, on behalf of each series portfolio listed on Schedule A hereto (each a “Fund” and, collectively, the “Funds”) individually, and not jointly, to the Expense Limitation Agreement dated April 1, 2009 (as amended March 1, 2010, November 12, 2010, February 23, 2011, February 22, 2012 and October 24, 2012) and in effect on the date hereof, the “Agreement”.
WHEREAS, the Trust and the Investment Adviser wish to further amend the Agreement by amending Schedule A to extend the termination date of the Operating Expense Limit for certain Funds and include Class R shares of the International Fund, the International Select Fund and the Global Equity Fund;
NOW, THEREFORE in consideration of the covenants contained in this Amendment, the Trust and the Investment Adviser hereby amend the Agreement as follows:
Schedule A to the Agreement is hereby replaced with Schedule A to this Amendment.
IN ALL OTHER RESPECTS, the Agreement is hereby satisfied, confirmed and continued.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed all as of the day and year first above written.
THE VICTORY PORTFOLIOS, on behalf of the Funds, individually and not jointly
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By: |
/s/ Xxxxxxx X. Xxxxxxxxx, XX |
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Name: Xxxxxxx X. Xxxxxxxxx, XX |
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Title: President |
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VICTORY CAPITAL MANAGEMENT INC. |
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By: |
/s/ Xxxxx X. Xxxxx |
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Name: Xxxxx X. Xxxxx |
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Title: Co-Chief Executive Officer |
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SCHEDULE A
TO THE EXPENSE LIMITATION AGREEMENT DATED APRIL 1, 2009
AS AMENDED FEBRUARY 22, 2012
BETWEEN
THE VICTORY PORTFOLIOS AND VICTORY CAPITAL MANAGEMENT INC.
OPERATING EXPENSE LIMITS AS OF APRIL 1, 2009
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Name of Fund and Class |
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Maximum Operating |
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Date of Termination |
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International - Class A |
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1.40 |
% |
August 31, 2017 |
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International - Class C |
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2.15 |
% |
August 31, 2017 |
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International - Class I |
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1.15 |
% |
August 31, 2017 |
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International Select - Class A |
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1.40 |
% |
August 31, 2017 |
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International Select - Class C |
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2.15 |
% |
August 31, 2017 |
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International Select - Class I |
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1.15 |
% |
August 31, 2017 |
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OPERATING EXPENSE LIMITS AS OF MARCH 1, 2010
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Name of Fund and Class |
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Maximum Operating |
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Date of Termination |
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Diversified Stock - Class C |
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2.00 |
% |
February 28, 2014 |
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Fund for Income - Class C |
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1.82 |
% |
February 28, 2014 |
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Global Equity - Class A |
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1.40 |
% |
February 28, 2020 |
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Global Equity - Class C |
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2.15 |
% |
February 28, 2020 |
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Global Equity - Class I |
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1.15 |
% |
February 28, 2020 |
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Special Value — Class C |
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2.20 |
% |
February 28, 2014 |
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OPERATING EXPENSE LIMITS AS OF FEBRUARY 29, 2012
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Name of Fund and Class |
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Maximum Operating |
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Date of Termination |
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International - Class Y |
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1.15 |
% |
February 28, 2017 |
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International Select - Class Y |
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1.15 |
% |
February 28, 2017 |
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Diversified Stock - Class Y |
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0.86 |
% |
February 28, 2017 |
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Established Value - Class Y |
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0.83 |
% |
February 28, 2017 |
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Fund for Income - Class Y |
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0.71 |
% |
February 28, 2017 |
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Large Cap Growth - Class Y |
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1.02 |
% |
February 28, 2017 |
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National Municipal Bond - Class Y |
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0.72 |
% |
February 28, 2017 |
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Small Company Opportunity - Class Y |
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1.15 |
% |
February 28, 2017 |
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Special Value - Class Y |
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1.03 |
% |
February 28, 2017 |
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OPERATING EXPENSE LIMITS AS OF OCTOBER 24, 2012
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Name of Fund and Class |
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Maximum Operating |
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Date of Termination |
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Dividend Growth Fund - Class A |
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1.25 |
% |
February 28, 2018 |
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Dividend Growth Fund - Class C |
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2.00 |
% |
February 28, 2018 |
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Dividend Growth Fund - Class I |
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0.95 |
% |
February 28, 2018 |
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Dividend Growth Fund - Class R |
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1.50 |
% |
February 28, 2018 |
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Dividend Growth Fund - Class Y |
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1.00 |
% |
February 28, 2018 |
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OPERATING EXPENSE LIMITS AS OF MARCH 1, 2013
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Name of Fund and Class |
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Maximum Operating |
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Date of Termination |
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Investment Grade Convertible - Class I |
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1.00 |
% |
February 28, 2014 |
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Large Cap Growth - Class C |
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2.10 |
% |
February 28, 2014 |
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Large Cap Growth - Class R |
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1.65 |
% |
February 28, 2014 |
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Large Cap Growth - Class I |
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0.95 |
% |
February 28, 2014 |
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National Municipal Bond - Class A |
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0.99 |
% |
February 28, 2014 |
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Stock Index - Class A |
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0.70 |
% |
February 28, 2014 |
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Stock Index - Class R |
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0.90 |
% |
February 28, 2014 |
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International — Class R |
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1.70 |
% |
February 28, 2018 |
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International Select — Class R |
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1.69 |
% |
February 28, 2018 |
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Global Equity — Class R |
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1.67 |
% |
February 28, 2018 |
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