The Victory Portfolios II Trust Americas Global Window – Fee AgreementFee Agreement • July 16th, 2021 • Victory Portfolios II
AP Fee: Citi shall be entitled to receive transaction fees from Authorized Participants (APs) according to the following schedule. The APs will remit the fee directly to Citi and will be per creation/redemption order. Fixed Fee schedule paid to Index Receipt Agent, applied to the processing of authorized participant creation and/or redemption orders. Citi reserves the right to increase this fee to account for any material increases in the security composition of the ETF creation/redemption basket.
Americas Global Window - Fee AgreementFee Agreement • July 16th, 2021 • Victory Portfolios II
This Fee Agreement should be read in conjunction with and consistent with the terms of the Global Custodial Services Agreement between Victory Portfolios, Victory Portfolios II and the Victory Variable Insurance Funds and Citibank N.A. through its New York offices, dated September 10, 2020 and the terms of that agreement shall be deemed to apply to this Fee Agreement including the governing law specified in that agreement.
SCHEDULE A TO THE EXPENSE LIMITATION AGREEMENT DATED MAY 1, 2021 BETWEEN VICTORY PORTFOLIOS II AND VICTORY CAPITAL MANAGEMENT INC. OPERATING EXPENSE LIMITS AS OF JUNE 1, 2021Expense Limitation Agreement • July 16th, 2021 • Victory Portfolios II
(Maximum Operating Expense Limit excluding acquired fund fees and expenses and certain other items such as interest, taxes and brokerage commissions)
FUND ACCOUNTING AGREEMENTAdministration and Fund Accounting Agreement • July 16th, 2021 • Victory Portfolios II
AMENDMENT made as of May 18, 2021 to that certain Administration and Fund Accounting Agreement entered into as of June 1, 2006, as amended (“Agreement”) by and among (i) Victory Portfolios, Victory Variable Insurance Funds, and Victory Portfolios II, each a Delaware statutory trust (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
THE MASTER GLOBAL CUSTODIAL SERVICES AGREEMENTMaster Global Custodial Services Agreement • July 16th, 2021 • Victory Portfolios II • New York
This Amendment and Joinder is made on May 18, 2021 (“Amendment”) by and between, severally and not jointly, (i) Victory Portfolios Victory Portfolios II and Victory Variable Insurance Funds, each a Delaware Statutory Trust (each, a “Trust”) on behalf of each Fund listed underneath the name of that Trust, 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 global custodian through its offices located in New York (“Custodian”).
AMENDMENT NO.6 TO Sub-Administration and Sub-Fund Accounting Services AGREEMENTSub-Administration and Sub-Fund Accounting Services Agreement • July 16th, 2021 • Victory Portfolios II
THIS AMENDMENT made as of August 25, 2020 (“Amendment”) to that certain Sub-Administration and Sub-Fund Accounting Services Agreement dated as of October 1, 2015 (as amended and in effect as of the date hereof, “Agreement”), by and between Victory Capital Management Inc. (“Client”) and Citi Fund Services Ohio, Inc. (“Service Provider” 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.
Americas Global Window - Fee AgreementFee Agreement • July 16th, 2021 • Victory Portfolios II
This Fee Agreement should be read in conjunction with and consistent with the terms of the Global Custodial Services Agreement between Victory Portfolios, Victory Portfolios II and the Victory Variable Insurance Funds and Citibank N.A. through its New York offices, dated January 1, 2021 and the terms of that agreement shall be deemed to apply to this Fee Agreement including the governing law specified in that agreement.
EXPENSE LIMITATION AGREEMENT VICTORY PORTFOLIOS IIExpense Limitation Agreement • July 16th, 2021 • Victory Portfolios II
THIS AGREEMENT, amended and restated effective as of May 1, 2021 by and between Victory Capital Management Inc. (the “Investment Adviser”) and Victory Portfolios II, a Delaware statutory trust (the “Trust”), on behalf of each series portfolio listed on Schedule A hereto, (each a “Fund” and collectively the “Funds”) individually, and not jointly;
THE MASTER GLOBAL CUSTODIAL SERVICES AGREEMENTMaster Global Custodial Services Agreement • July 16th, 2021 • Victory Portfolios II • New York
This Amendment and Joinder is made on December 2, 2020 (“Amendment”) by and between, severally and not jointly, (i) Victory Portfolios, Victory Portfolios II, and Victory Variable Insurance Funds, each a Delaware Statutory Trust (each, a “Trust”) on behalf of each Fund listed underneath the name of that Trust, 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 global custodian through its offices located in New York (“Custodian”).
SIXTH AMENDMENT TO ETF DISTRIBUTION AGREEMENTEtf Distribution Agreement • July 16th, 2021 • Victory Portfolios II
This sixth amendment (the “Amendment”) to the ETF Distribution Agreement effective as of May 31, 2017 as novated (the “Agreement”), by and between Victory Portfolios II (“Fund Company”), and Foreside Fund Services, LLC (“Distributor”), is entered into as of May 18, 2021 (the “Effective Date”).
FUND ACCOUNTING AGREEMENTAdministration and Fund Accounting Agreement • July 16th, 2021 • Victory Portfolios II
AMENDMENT made as of December 2, 2020 to that certain Administration and Fund Accounting Agreement entered into as of June 1, 2006, as amended (“Agreement”) by and among (i) Victory Portfolios, Victory Variable Insurance Funds, and Victory Portfolios II, each a Delaware statutory trust (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
Amendment NO. 3to TRanSFER AGENCY services agreementTransfer Agency Services Agreement • July 16th, 2021 • Victory Portfolios II
THIS AMENDMENT made as of May 18, 2021 (“Amendment”) amends that certain Transfer Agency Services Agreement dated as of February 27, 2017 (“Agreement”), by and between Victory Portfolios II, a statutory trust organized under the laws of Delaware (the “Client”), on behalf of its separate series that are exchange-traded funds (“ETFs”), individually, and not jointly (each, a “Fund” and together with all other series subsequently established by the Client as contemplated in this Agreement, the “Funds”), and Citibank, N.A., (“Service Provider,”, and together with the Client, the “Parties”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.
AMENDMENT NO.8 TO Sub-Administration and Sub-Fund Accounting Services AGREEMENTSub-Administration and Sub-Fund Accounting Services Agreement • July 16th, 2021 • Victory Portfolios II
THIS AMENDMENT made as of April 1, 2021 (“Amendment”) to that certain Sub-Administration and Sub-Fund Accounting Services Agreement dated as of October 1, 2015 (as amended and in effect as of the date hereof, “Agreement”), by and between Victory Capital Management Inc. (“Client”) and Citi Fund Services Ohio, Inc. (“Service Provider” 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.
FIFTH AMENDMENT TO ETF DISTRIBUTION AGREEMENTEtf Distribution Agreement • July 16th, 2021 • Victory Portfolios II
This fifth amendment (the “Amendment”) to the ETF Distribution Agreement effective as of May 31, 2017 as novated (the “Agreement”), by and between Victory Portfolios II (“Fund Company”), and Foreside Fund Services, LLC (“Distributor”), is entered into as of October 27, 2020 (the “Effective Date”).
AMENDMENT NO.7 TO Sub-Administration and Sub-Fund Accounting Services AGREEMENTSub-Administration and Sub-Fund Accounting Services Agreement • July 16th, 2021 • Victory Portfolios II
THIS AMENDMENT made as of December 2, 2020 (“Amendment”) to that certain Sub-Administration and Sub-Fund Accounting Services Agreement dated as of October 1, 2015 (as amended and in effect as of the date hereof, “Agreement”), by and between Victory Capital Management Inc. (“Client”) and Citi Fund Services Ohio, Inc. (“Service Provider” 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.
