MASTER GLOBAL CUSTODIAL SERVICES AGREEMENT
AMENDMENT TO
MASTER GLOBAL CUSTODIAL SERVICES AGREEMENT
THIS AMENDMENT made as of June 1, 2024 ("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 replace the existing Funds Appendix to reflect 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.
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(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.
[Signatures follow on next page. Remainder of page intentionally left blank.]
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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
By: |
/S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ |
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Secretary
Date: May 23, 2024
Victory Variable Insurance Funds, acting for and on behalf of each of its Funds, severally and not jointly
By: |
/S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ |
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Secretary
Date: May 23, 2024
Victory Portfolios II, acting for and on behalf of each of its Funds, severally and not jointly
By: |
/S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ |
Name: |
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ |
Title: |
Secretary |
Date: |
May 23, 2024 |
Citibank, N.A.
By: |
/S/ ▇▇▇▇▇ ▇▇▇▇ |
Name: |
▇▇▇▇▇ ▇▇▇▇ |
Title: |
VP |
Date: |
May 27, 2024 |
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Exhibit 1 (Funds Appendix)
Victory Portfolios
1.Victory Diversified Stock Fund
2.Victory Floating Rate Fund
3.Victory Global Energy Transition Fund
4.Victory High Income Municipal Bond Fund
5.Victory High Yield Fund
6.Victory Fund for Income
7.Victory Investment Grade Convertible Fund
8.Victory Low Duration Bond Fund
9.Victory Total Return Bond Fund
10.Victory Integrity Discovery Fund
11.Victory Integrity Mid-Cap Value Fund
12.Victory Integrity Small-Cap Value Fund
13.Victory Integrity Small/Mid-Cap Value Fund
14.Victory Munder Mid-Cap Core Growth Fund
15.Victory Munder Multi-Cap Fund
16.Victory RS Global Fund
17.Victory RS Growth Fund
18.Victory RS International Fund
19.Victory RS Investors Fund
20.Victory RS Large Cap Alpha Fund
21.Victory RS Mid Cap Growth Fund
22.Victory RS Partners Fund
23.Victory RS Science and Technology Fund
24.Victory RS Select Growth Fund
25.Victory RS Small Cap Equity Fund
26.Victory RS Small Cap Growth Fund
27.Victory RS Value Fund
28.Victory S&P 500 Index Fund
29.Victory ▇▇▇▇▇▇ Emerging Markets Fund
30.Victory Special Value Fund
31.Victory Strategic Allocation Fund
32.Victory Sycamore Established Value Fund
33.Victory Sycamore Small Company Opportunity Fund
34.Victory Tax-Exempt Fund
35.Victory Trivalent International Fund-Core Equity
36.Victory Trivalent International Small-Cap Fund
37.Victory THB US Small Opportunities Fund
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Victory Variable Insurance Funds
1.Victory High Yield VIP Series
2.Victory RS International VIP Series
3.Victory RS Large Cap Alpha VIP Series
4.Victory RS Small Cap Growth Equity VIP Series
5.Victory 500 Index VIP Series
6.Victory ▇▇▇▇▇▇ Emerging Markets VIP Series
Victory Portfolios II – Mutual Funds
1.Victory US 500 Enhanced Volatility Wtd Index Fund
2.Victory Market Neutral Income Fund
Victory Portfolios II – ETFs
1.VictoryShares Developed Enhanced Volatility Wtd ETF
2.VictoryShares Dividend Accelerator ETF
3.VictoryShares International High Div Volatility Wtd ETF
4.VictoryShares International Volatility Wtd ETF
5.VictoryShares US 500 Enhanced Volatility Wtd ETF
6.VictoryShares US 500 Volatility Wtd ETF
7.VictoryShares US Discovery Enhanced Volatility Wtd ETF
8.VictoryShares US EQ Income Enhanced Volatility Wtd ETF
9.VictoryShares US Large Cap High Div Volatility Wtd ETF
10.VictoryShares US Multi-Factor Minimum Volatility ETF
11.VictoryShares US Small Cap Volatility Wtd ETF
12.VictoryShares US Small Cap High Div Volatility Wtd ETF
13.VictoryShares Core Intermediate Bond ETF
14.VictoryShares Short-Term Bond ETF
15.VictoryShares Emerging Markets Value Momentum ETF
16.VictoryShares International Value Momentum ETF
17.VictoryShares US Small Mid Cap Value Momentum ETF
18.VictoryShares US Value Momentum ETF
19.VictoryShares NASDAQ Next 50 ETF
20.VictoryShares THB Mid Cap ETF
21.VictoryShares Core Plus Intermediate Bond ETF
22.VictoryShares Corporate Bond ETF
23.VictoryShares WestEnd U.S. Sector ETF
24.VictoryShares Free Cash Flow ETF
25.VictoryShares Small Cap Free Cash Flow ETF
26.VictoryShares WestEnd Global Equity ETF**
27.VictoryShares WestEnd Dynamic Equity ETF**.
28.VictoryShares WestEnd Economic Cycle Bond ETF**
29.VictoryShares Hedged Equity Income ETF**
*Pending Launch
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