INVESTMENT ADVISORY AGREEMENT
BETWEEN
THE VICTORY PORTFOLIOS AND
VICTORY CAPITAL MANAGEMENT INC.
AGREEMENT made as of the 1st day of August, 2013, by and between The
Victory Portfolios (the "Trust"), a Delaware statutory trust which may issue one
or more series of shares of beneficial interest, and Victory Capital Management
Inc., a New York corporation (the "Adviser").
WHEREAS, the Trust is registered as an open-end, management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Trust desires to retain the Adviser to furnish investment
advisory services to the funds listed on Schedule A individually and not jointly
(each, a "Fund" and collectively, the "Funds"), and the Adviser represents that
it is willing and possesses legal authority to so furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT.
(a) GENERAL. The Trust hereby appoints the Adviser to act as investment
adviser to the Funds for the period and on the terms set forth in this
Agreement. The Adviser accepts such appointment and agrees to furnish the
services herein set forth for the compensation herein provided.
(b) EMPLOYEES OF AFFILIATES. The Adviser may, in its discretion, provide such
services through its own employees or the employees of one or more
affiliated companies that are qualified to act as an investment adviser to
the Trust under applicable laws; PROVIDED that (i) all persons, when
providing services hereunder, are functioning as part of an organized
group of persons, and (ii) such organized group of persons is managed at
all times by authorized officers of the Adviser.
(c) SUB-ADVISERS. It is understood and agreed that the Adviser may from time
to time employ or associate with such other entities or persons as the
Adviser believes appropriate to assist in the performance of this
Agreement with respect to a particular Fund or Funds (each a
"Sub-Adviser"), and that any such Sub-Adviser shall have all of the rights
and powers of the Adviser set forth in this Agreement; PROVIDED that a
Fund shall not pay any additional compensation for any Sub-Adviser and the
Adviser shall be as fully responsible to the Trust for the acts and
omissions of the Sub-Adviser as it is for its own acts and omissions; and
PROVIDED FURTHER that the retention of any Sub-Adviser shall be approved
in advance by (i) the Board of Trustees of the Trust and (ii) the
shareholders of the relevant Fund if required under any applicable
provisions of the 1940 Act or any exemptive relief granted thereunder. The
Adviser will review, monitor and report to the Trust's
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Board of Trustees regarding the performance and investment procedures of
any Sub-Adviser. In the event that the services of any Sub-Adviser are
terminated, the Adviser may provide investment advisory services pursuant
to this Agreement to the Fund without a Sub-Adviser or employ another
Sub-Adviser without further shareholder approval, to the extent consistent
with the 1940 Act or any exemptive relief granted thereunder. A
Sub-Adviser may be an affiliate of the Adviser.
2. DELIVERY OF DOCUMENTS. The Trust has delivered to the Adviser copies of
each of the following documents along with all amendments thereto through the
date hereof, and will promptly deliver to it all future amendments and
supplements thereto, if any:
(a) the Trust's Trust Instrument;
(b) the Bylaws of the Trust;
(c) resolutions of the Board of Trustees of the Trust authorizing the
execution and delivery of this Agreement;
(d) the most recent Post-Effective Amendment to the Trust's Registration
Statement under the Securities Act of 1933, as amended (the "1933 Act"),
and the 1940 Act, on Form N-1A as filed with the Securities and Exchange
Commission (the "Commission");
(e) Notification of Registration of the Trust under the 1940 Act on Form N-8A
as filed with the Commission; and
(f) the currently effective Prospectuses and Statements of Additional
Information of the Funds.
3. INVESTMENT ADVISORY SERVICES.
(a) MANAGEMENT OF THE FUNDS. The Adviser hereby undertakes to act as
investment adviser to the Funds. The Adviser shall regularly provide
investment advice to the Funds and continuously supervise the investment
and reinvestment of cash, securities and other property composing the
assets of the Funds and, in furtherance thereof, shall:
(i) supervise all aspects of the operations of the Trust and each Fund;
(ii) obtain and evaluate pertinent economic, statistical and financial
data, as well as other significant events and developments, which
affect the economy generally, the Funds' investment programs, and
the issuers of securities included in the Funds' investment
portfolios and the industries in which they engage, or which may
relate to securities or other investments which the Adviser may deem
desirable for inclusion in a Fund's investment portfolio;
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(iii) determine which issuers and securities shall be included in the
portfolio of each Fund;
(iv) furnish a continuous investment program for each Fund;
(v) in its discretion and without prior consultation with the Trust,
buy, sell, lend and otherwise trade any stocks, bonds and other
securities and investment instruments on behalf of each Fund; and
(vi) take, on behalf of each Fund, all actions the Adviser may deem
necessary in order to carry into effect such investment program and
the Adviser's functions as provided above, including the making of
appropriate periodic reports to the Trust's Board of Trustees.
(b) COVENANTS. To the extent the Fund has adopted or adopts a "manager of
managers" structure in reliance on the Manager of Managers Order, subject
to the review of the Board of Trustees, the Adviser shall serve as the
investment adviser. The Adviser shall carry out its investment advisory
and supervisory responsibilities in a manner consistent with the
investment objectives, policies, and restrictions provided in: (i) each
Fund's Prospectus and Statement of Additional Information as revised and
in effect from time to time; (ii) the Trust's Trust Instrument, Bylaws or
other governing instruments, as amended from time to time; (iii) the 1940
Act; (iv) other applicable laws; and (v) such other investment policies,
procedures and/or limitations as may be adopted by the Trust with respect
to a Fund and provided to the Adviser in writing. The Adviser agrees to
use reasonable efforts to manage each Fund so that it will qualify, and
continue to qualify, as a regulated investment company under Subchapter M
of the Internal Revenue Code of 1986, as amended, and regulations issued
thereunder (the "Code"), except as may be authorized to the contrary by
the Trust's Board of Trustees. The management of the Funds by the Adviser
shall at all times be subject to the review of the Trust's Board of
Trustees.
(c) BOOKS AND RECORDS. Pursuant to applicable law, the Adviser shall keep each
Fund's books and records required to be maintained by, or on behalf of,
the Funds with respect to advisory services rendered hereunder. The
Adviser agrees that all records which it maintains for a Fund are the
property of the Fund and it will promptly surrender any of such records to
the Fund upon the Fund's request. The Adviser further agrees to preserve
for the periods prescribed by Rule 31a-2 under the 1940 Act any such
records of the Fund required to be preserved by such Rule.
(d) REPORTS, EVALUATIONS AND OTHER SERVICES. The Adviser shall furnish
reports, evaluations, information or analyses to the Trust with respect to
the Funds and in connection with the Adviser's services hereunder as the
Trust's Board of Trustees may request from time to time or as the Adviser
may otherwise deem to be desirable. The Adviser shall make recommendations
to the Trust's Board of Trustees with respect to Trust policies, and shall
carry out such policies as are adopted by the Board of Trustees. The
Adviser shall, subject to review by the
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Board of Trustees, furnish such other services as the Adviser shall from
time to time determine to be necessary or useful to perform its
obligations under this Agreement.
(e) PURCHASE AND SALE OF SECURITIES. The Adviser shall place all orders for
the purchase and sale of portfolio securities for each Fund with brokers
or dealers selected by the Adviser, which may include brokers or dealers
affiliated with the Adviser to the extent permitted by the 1940 Act and
the Trust's policies and procedures applicable to the Funds. The Adviser
shall use its best efforts to seek to execute portfolio transactions at
prices which, under the circumstances, result in total costs or proceeds
being the most favorable to the Funds. In assessing the best overall terms
available for any transaction, the Adviser shall consider all factors it
deems relevant, including the breadth of the market in the security, the
price of the security, the financial condition and execution capability of
the broker or dealer, research services provided to the Adviser, and the
reasonableness of the commission, if any, both for the specific
transaction and on a continuing basis. In no event shall the Adviser be
under any duty to obtain the lowest commission or the best net price for
any Fund on any particular transaction, nor shall the Adviser be under any
duty to execute any order in a fashion either preferential to any Fund
relative to other accounts managed by the Adviser or otherwise materially
adverse to such other accounts.
(f) SELECTION OF BROKERS OR DEALERS. In selecting brokers or dealers qualified
to execute a particular transaction, brokers or dealers may be selected
who also provide brokerage and research services (as those terms are
defined in Section 28(e) of the Securities Exchange Act of 1934) to the
Adviser, the Funds and/or the other accounts over which the Adviser
exercises investment discretion. The Adviser is authorized to pay a broker
or dealer who provides such brokerage and research services a commission
for executing a portfolio transaction for a Fund which is in excess of the
amount of commission another broker or dealer would have charged for
effecting that transaction if the Adviser determines in good faith that
the total commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer, viewed
in terms of either that particular transaction or the overall
responsibilities of the Adviser with respect to accounts over which it
exercises investment discretion. The Adviser shall report to the Board of
Trustees of the Trust regarding overall commissions paid by the Fund and
their reasonableness in relation to their benefits to the Fund. Any
transactions for a Fund that are effected through an affiliated
broker-dealer on a national securities exchange of which such
broker-dealer is a member will be effected in accordance with Section
11(a) of the Securities Exchange Act of 1934, as amended, and the
regulations promulgated thereunder, including Rule lla22(T). The Fund
hereby authorizes any such broker or dealer to retain commissions for
effecting such transactions and to pay out of such retained commissions
any compensation due to others in connection with effectuating those
transactions.
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(g) AGGREGATION OF SECURITIES TRANSACTIONS. In executing portfolio
transactions for a Fund, the Adviser may, to the extent permitted by
applicable laws and regulations, but shall not be obligated to, aggregate
the securities to be sold or purchased with those of other Funds or its
other clients if, in the Adviser's reasonable judgment, such aggregation
(i) will result in an overall economic benefit to the Fund, taking into
consideration the advantageous selling or purchase price, brokerage
commission and other expenses, and trading requirements, and (ii) is not
inconsistent with the policies set forth in the Trust's registration
statement and the Fund's Prospectus and Statement of Additional
Information. In such event, the Adviser will allocate the securities so
purchased or sold, and the expenses incurred in the transaction, in an
equitable manner, consistent with its fiduciary obligations to the Fund
and such other clients.
4. REPRESENTATIONS AND WARRANTIES.
(a) The Adviser hereby represents and warrants to the Trust as follows:
(i) The Adviser is a corporation duly organized and in good standing
under the laws of the State of New York and is fully authorized to
enter into this Agreement and carry out its duties and obligations
hereunder.
(ii) The Adviser is registered as an investment adviser with the
Commission under the Investment Advisers Act of 1940, as amended
(the "Advisers Act"), and is registered or licensed as an investment
adviser under the laws of all applicable jurisdictions. The Adviser
shall maintain such registrations or licenses in effect at all times
during the term of this Agreement.
(iii) The Adviser at all times shall provide its best judgment and effort
to the Trust in carrying out the Adviser's obligations hereunder.
(b) The Trust hereby represents and warrants to the Adviser as follows:
(i) The Trust has been duly organized as a statutory trust under the
laws of the State of Delaware and is authorized to enter into this
Agreement and carry out its terms.
(ii) The Trust is registered as an investment company with the Commission
under the 1940 Act and shares of each Fund are registered for offer
and sale to the public under the 1933 Act and all applicable state
securities laws where currently sold. Such registrations will be
kept in effect during the term of this Agreement.
5. COMPENSATION. As compensation for the services which the Adviser is to
provide or cause to be provided pursuant to Paragraph 3, each Fund shall pay to
the Adviser out of Fund assets an annual fee, computed and accrued daily and
paid in arrears on the first business day of every month, at the rate set forth
opposite such Fund's name on Schedule A, which shall be a percentage of the
average daily net assets of the Fund (computed in the manner set forth in
5
the Fund's most recent Prospectus and Statement of Additional Information)
determined as of the close of business on each business day throughout the
month. At the request of the Adviser, some or all of such fee shall be paid
directly to a Sub-Adviser. The fee for any partial month under this Agreement
shall be calculated on a proportionate basis. In the event that the total
expenses of a Fund exceed the limits on investment company expenses imposed by
any statute or any regulatory authority of any jurisdiction in which shares of
such Fund are qualified for offer and sale, the Adviser will bear the amount of
such excess, except: (i) the Adviser shall not be required to bear such excess
to an extent greater than the compensation due to the Adviser for the period for
which such expense limitation is required to be calculated unless such statute
or regulatory authority shall so require; and (ii) the Adviser shall not be
required to bear the expenses of a Fund to an extent which would result in the
Fund's or Trust's inability to qualify as a regulated investment company under
the provisions of Subchapter M of the Code.
6. INTERESTED PERSONS. It is understood that, to the extent consistent
with applicable laws, the Trustees, officers and shareholders of the Trust are
or may be or become interested in the Adviser as directors, officers or
otherwise and that directors, officers and shareholders of the Adviser are or
may be or become similarly interested in the Trust.
7. EXPENSES. As between the Adviser and the Funds, the Funds will pay for
all their expenses other than those expressly stated to be payable by the
Adviser hereunder, which expenses payable by the Funds shall include, without
limitation, (i) interest and taxes; (ii) brokerage commissions and other costs
in connection with the purchase or sale of securities and other investment
instruments, which the parties acknowledge might be higher than other brokers
would charge when a Fund utilizes a broker which provides brokerage and research
services to the Adviser as contemplated under Paragraph 3 above; (iii) fees and
expenses of the Trust's Trustees that are not employees of the Adviser; (iv)
legal and audit expenses; (v) administrator, custodian, pricing and bookkeeping,
registrar and transfer agent fees and expenses; (vi) fees and expenses related
to the registration and qualification of the Funds' shares for distribution
under state and federal securities laws; (vii) expenses of printing and mailing
reports and notices and proxy material to shareholders, unless otherwise
required; (viii) all other expenses incidental to holding meetings of
shareholders, including proxy solicitations therefor, unless otherwise required;
(ix) expenses of typesetting for printing Prospectuses and Statements of
Additional Information and supplements thereto; (x) expenses of printing and
mailing Prospectuses and Statements of Additional Information and supplements
thereto sent to existing shareholders; (xi) insurance premiums for fidelity
bonds and other coverage to the extent approved by the Trust's Board of
Trustees; (xii) association membership dues authorized by the Trust's Board of
Trustees; and (xiii) such non-recurring or extraordinary expenses as may arise,
including those relating to actions, suits or proceedings to which the Trust is
a party (or to which the Funds' assets are subject) and any legal obligation for
which the Trust may have to provide indemnification to the Trust's Trustees and
officers.
8. NON-EXCLUSIVE SERVICES; LIMITATION OF ADVISER'S LIABILITY. The services
of the Adviser to the Funds are not to be deemed exclusive and the Adviser may
render similar services to others and engage in other activities. The Adviser
and its affiliates may enter into other agreements with the Funds and the Trust
for providing additional services to the Funds and the Trust which are not
covered by this Agreement, and to receive additional compensation for such
services. In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard
6
of obligations or duties hereunder on the part of the Adviser, or a breach of
fiduciary duty with respect to receipt of compensation, neither the Adviser nor
any of its directors, officers, shareholders, agents, or employees shall be
liable or responsible to the Trust, the Funds or to any shareholder of the Funds
for any error of judgment or mistake of law or for any act or omission in the
course of, or connected with, rendering services hereunder or for any loss
suffered by the Trust, a Fund or any shareholder of a Fund in connection with
the performance of this Agreement.
9. EFFECTIVE DATE; MODIFICATIONS; TERMINATION. This Agreement shall become
effective as of the date first above written, provided that it shall have been
approved by a majority of the outstanding voting securities of each Fund, in
accordance with the requirements of the 1940 Act, or such later date as may be
agreed by the parties following such shareholder approval.
(a) This Agreement shall continue in force until December 31, 2014.
Thereafter, this Agreement shall continue in effect as to each Fund
for successive annual periods, provided such continuance is
specifically approved at least annually (i) by a vote of the
majority of the Trustees of the Trust who are not parties to this
Agreement or interested persons of any such party, cast in person at
a meeting called for the purpose of voting on such approval and (ii)
by a vote of the Board of Trustees of the Trust or a majority of the
outstanding voting shares of the Fund.
(b) The modification of any of the non-material terms of this Agreement
may be approved by a vote of a majority of those Trustees of the
Trust who are not interested persons of any party to this Agreement,
cast in person at a meeting called for the purpose of voting on such
approval.
(c) Notwithstanding the foregoing provisions of this Paragraph 9, either
party hereto may terminate this Agreement at any time on sixty (60)
days' prior written notice to the other, without payment of any
penalty. Such a termination by the Trust may be effected severally
as to any particular Fund, and shall be effected as to any Fund by
vote of the Trust's Board of Trustees or by vote of a majority of
the outstanding voting securities of the Fund. This Agreement shall
terminate automatically in the event of its assignment.
10. LIMITATION OF LIABILITY OF TRUSTEES AND SHAREHOLDERS. The Adviser
acknowledges the following limitation of liability:
The terms "The Victory Portfolios" and "Trustees" refer, respectively, to the
trust created and the Trustees, as trustees but not individually or personally,
acting from time to time under the Trust Instrument, to which reference is
hereby made and a copy of which is on file at the office of the Secretary of
State of the State of Delaware, such reference being inclusive of any and all
amendments thereto so filed or hereafter filed. The obligations of "The Victory
Portfolios" entered into in the name or on behalf thereof by any of the
Trustees, representatives or agents are made not individually, but in such
capacities and are not binding upon any of the Trustees, shareholders or
representatives of the Trust personally, but bind only the assets of the Trust,
and
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all persons dealing with the Trust or a Fund must look solely to the assets
of the Trust or Fund for the enforcement of any claims against the Trust or
Fund.
11. SERVICE ▇▇▇▇. The service ▇▇▇▇ of the Trust and the name "Victory"
(and derivatives thereof) have been licensed to the Trust by the Adviser,
pursuant to a License Agreement, and their continued use is subject to the right
of the Adviser to withdraw this permission under the License Agreement in the
event the Adviser or an affiliate of the Adviser is not the investment adviser
to the Trust.
12. CERTAIN DEFINITIONS. The terms "vote of a majority of the outstanding
voting securities," "assignment," "control," and "interested persons," when used
herein, shall have the respective meanings specified in the 1940 Act. References
in this Agreement to the 1940 Act and the Advisers Act shall be construed as
references to such laws as now in effect or as hereafter amended, and shall be
understood as inclusive of any applicable rules, interpretations and/or orders
adopted or issued thereunder by the Commission.
13. INDEPENDENT CONTRACTOR. The Adviser shall for all purposes herein be
deemed to be an independent contractor and shall, unless otherwise expressly
provided herein or authorized by the Board of Trustees of the Trust from time to
time, have no authority to act for or represent a Fund in any way or otherwise
be deemed an agent of a Fund.
14. STRUCTURE OF AGREEMENT. The Trust is entering into this Agreement on
behalf of the respective Funds severally and not jointly. The responsibilities
and benefits set forth in this Agreement shall refer to each Fund severally and
not jointly. No Fund shall have any responsibility for any obligation of any
other Fund arising out of this Agreement. Without otherwise limiting the
generality of the foregoing:
(a) any breach of any term of this Agreement regarding the Trust with
respect to any one Fund shall not create a right or obligation with
respect to any other Fund;
(b) under no circumstances shall the Adviser have the right to set off
claims relating to a Fund by applying property of any other Fund;
and
(c) the business and contractual relationships created by this
Agreement, consideration for entering into this Agreement, and the
consequences of such relationship and consideration relate solely to
the Trust and the particular Fund to which such relationship and
consideration applies.
This Agreement is intended to govern only the relationships between the
Adviser, on the one hand, and the Trust and the Funds, on the other hand, and
(except as specifically provided above in this Paragraph 14) is not intended to
and shall not govern (i) the relationship between the Trust and any Fund or (ii)
the relationships among the respective Funds.
15. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Delaware, provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act or the Advisers Act or any rule or regulation of
the SEC thereunder.
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16. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby and, to this extent, the provisions of
this Agreement shall be deemed to be severable.
17. NOTICES. Notices of any kind to be given to the Trust hereunder by the
Adviser shall be in writing and shall be duly given if mailed or delivered to
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: Chair of the Board;
with a copy to ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇▇▇, Attention: ▇▇▇ ▇. ▇▇▇▇▇, Esq., or at such other address or to
such individual as shall be so specified by the Trust to the Adviser. Notices of
any kind to be given to the Adviser hereunder by the Trust shall be in writing
and shall be duly given if mailed or delivered to the Adviser at ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, Attention: President, with a copy to
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, or at such other address or to such individual as shall be
so specified by the Adviser to the Trust. Notices shall be effective upon
delivery.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective officers thereunto duly authorized as of the date written
above.
THE VICTORY PORTFOLIOS VICTORY CAPITAL MANAGEMENT INC.
On behalf of the Funds listed on Schedule A,
individually and not jointly
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------- ----------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: President Title: Chief Executive Officer
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SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT
BETWEEN
THE VICTORY PORTFOLIOS
AND
VICTORY CAPITAL MANAGEMENT INC.
DATED AUGUST 1, 2013
APPROVED
BY APPROVED BY MUST BE
NAME OF FUND FEE* SHAREHOLDERS TRUSTEES APPROVED BY
----------------- -------------------------------------- ------------ ----------- -------------
1. Balanced Fund 0.60% on the first $400 million, 0.55% June 7, 2013 December 3, December 31,
on the next $400 million, and 0.50% on 2014 2015
assets in excess of $800 million
2. Diversified 0.65% on the first $800 million, 0.60% June 21, December 3, December 31,
Stock Fund on the next $1.6 billion, and 0.55% on 2013 2014 2015
assets in excess of $2.4 billion
3. Dividend 0.70% on the first $1.5 billion, 0.65% May 17, December 3, December 31,
Growth Fund on the next $1.5 billion, and 0.60% on 2013 2014 2015
assets in excess of $3 billion
4. Emerging 1.25% March 31, February 19, December 31,
Markets Small 2014 2014 2015
Cap Fund
5. Established 0.65% on the first $100 million, 0.55% June 7, 2013 December 3, December 31,
Value Fund on the next $100 million, and 0.45% on 2014 2015
assets in excess of $200 million
6. Fund for Income 0.50% on the first $400 million, 0.45% June 7, 2013 December 3, December 31,
on the next $400 million, and 0.40% on 2014 2015
assets in excess of $800 million
7. Global Equity 0.80% on the first $2.5 billion, 0.75% May 17, December 3, December 31,
Fund on the next $2.5 billion, and 0.70% on 2013 2014 2015
assets in excess of $5 billion
8. Integrity Mid- 0.75% of the first $500 million of October 31, May 22, 2014 December 31,
Cap Value Fund average daily net assets; and 0.70% of 2014 2015
average daily net assets in excess of
$500 million
9. Integrity Micro- 1.00% October 31, May 22, 2014 December 31,
Cap Equity 2014 2015
Fund
------------
* Expressed as a percentage of average daily net assets. Note, however, that the
Adviser shall have the right, but not the obligation, to voluntarily or
contractually waive any portion of the advisory fee from time to time. In
addition, the Adviser may from time to time undertake in writing to limit the
Funds' total expenses for a definite period of time.
10. Integrity Small- 0.90% of the first $300 million of October 31, May 22, 2014 December 31,
Cap Value Fund average daily net assets; and 0.85% of 2014 2015
average daily net assets in excess of
$300 million
11. Integrity 0.90% of the first $300 million of October 31, May 22, 2014 December 31,
Small/Mid-Cap average daily net assets; and 0.85% of 2014 2015
Value Fund average daily net assets in excess of
$300 million
12. International 0.80% on the first $2.5 billion, 0.75% May 17, December 3, December 31,
Fund on the next $2.5 billion, and 0.70% on 2013 2014 2015
assets in excess of $5 billion
13. International 0.80% on the first $2.5 billion, 0.75% May 17, December 3, December 31,
Select Fund on the next $2.5 billion, and 0.70% on 2013 2014 2015
assets in excess of $5 billion
14. Investment 0.75% on the first $400 million, 0.65% May 17, December 3, December 31,
Grade on the next $400 million, and 0.60% on 2013 2014 2015
Convertible assets in excess of $800 million
Fund
15. Large Cap 0.75% on the first $400 million, 0.65% June 7, 2013 December 3, December 31,
Growth Fund on the next $400 million and 0.60% on 2014 2015
assets in excess of $800 million
16. Munder 1.10% October 31, May 22, 2014 December 31,
Emerging 2014 2015
Markets Small
Cap Fund
17. Munder Growth 0.75% of the first $1 billion of October 31, May 22, 2014 December 31,
Opportunities average daily net assets; 0.72% of the 2014 2015
Fund next $1 billion; and 0.70% of average
daily net assets in excess of $2
billion
18. Munder Index 0.20% of the first $250 million of October 31, May 22, 2014 December 31,
500 Fund average daily net assets; 0.12% of the 2014 2015
next $250 million; and 0.07% of
average daily net assets in excess of
$500 million
19. Munder 0.80% on the first $1 billion of October 31, May 22, 2014 December 31,
International average daily assets; and 0.75% of the 2014 2015
Fund-Core average daily net assets in excess of
Equity $300 million
20. Munder 0.95% on the first $1 billion of October 31, May 22, 2014 December 31,
International average daily net assets; and 0.90% of 2014 2015
Small-Cap Fund the average daily net assets in excess
of $1 billion
21. Munder Mid- 0.75% on the first $6 billion of October 31, May 22, 2014 December 31,
Cap Core average daily net assets, 0.70% on 2014 2015
Growth Fund the next $2 billion, and 0.65% on
average daily net assets exceeding $8
billion
22. Munder Total 0.40% October 31, May 22, 2014 December 31,
Return Bond 2014 2015
Fund
23. National 0.55% of the first $400 Million, 0.50% May 17, December 3, December 31,
Municipal Bond on the next $400 million, and 0.45% on 2013 2014 2015
Fund assets in excess of $800 million
24. Ohio Municipal 0.55% on the first $400 million, 050% May 17, December 3, December 31,
Bond Fund on the next $400 million, and 0.45% on 2013 2014 2015
assets in excess of $800 million
25. Select Fund 0.65% on the first $2.5 billion, 0.60% December October 23, December 31,
on the next $2.5 billion, and 0.60% on 31, 2013 2013 2015
assets in excess of $5 billion
26. Small Company 0.85% on the first $500 million, 0.75% May 17, December 3, December 31,
Opportunity on assets in excess of $500 million 2013 2014 2015
Fund
27. Special Value 0.75% on the first $400 million, 0.65% August 15, December 3, December 31,
Fund on the next $400 million, and 0.60% on 2013 2014 2015
assets in excess of $800 million
Current as of December 3, 2014
THE VICTORY PORTFOLIOS
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: President
Accepted:
VICTORY CAPITAL MANAGEMENT INC.
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: CFO
