SUB-ADMINISTRATION AND SUB-FUND ACCOUNTING SERVICES AGREEMENT
AMENDMENT NO. 16 TO
SUB-ADMINISTRATION AND SUB-FUND
ACCOUNTING SERVICES AGREEMENT
THIS AMENDMENT No. 16 made as of June 10, 2025 (“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”) 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.
WHEREAS, the Service Provider performs certain sub-administrative and sub- accounting services for the Client pursuant to the Agreement;
WHEREAS, the Parties now wish to amend the Agreement pursuant to this Amendment to update the list of Funds subject to the Agreement as set forth in Schedule 6 (List of Funds);
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties hereby agree as follows:
1.Amendment to Schedule 6 (List of Funds) of Services Agreement.
Schedule 6 (List of Funds) of the Services Agreement is hereby deleted in its entirety and replaced with the Schedule 6 (List of Funds) attached to the end of this Amendment.
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
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directly cover or indirectly bear upon matters covered under this Amendment.
(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.
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed all as of the day and year first above written.
[Remainder of page intentionally left blank. Signatures follow on next page.]
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VICTORY CAPITAL MANAGEMENT INC.
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: President, CFO & CAO
Date: June 10, 2025
CITI FUND SERVICES OHIO, INC.
By: /S/ ▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇
Title: President
Date: June 10, 2025
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Schedule 6 to Services Agreement
List of Funds
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 Core 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 Growth Fund
26.Victory RS Value Fund
27.Victory S&P 500 Index Fund
28.Victory ▇▇▇▇▇▇ Emerging Markets Fund***
29.Victory Sycamore Established Value Fund
30.Victory Sycamore Small Company Opportunity Fund
31.Victory Tax-Exempt Fund
32.Victory Trivalent International Fund-Core Equity
33.Victory Trivalent International Small-Cap Fund
Victory Variable Insurance Funds
Victory High Yield VIP Series****
Victory RS International VIP Series****
Victory RS Small Cap Growth Equity VIP Series****
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Victory 500 Index VIP Series****
Victory ▇▇▇▇▇▇ Emerging Markets VIP Series***
Victory Portfolios II – Mutual Funds
1. Victory Market Neutral Income Fund
Victory Portfolios II – ETFs
1.VictoryShares Dividend Accelerator ETF
2.VictoryShares International Volatility Wtd ETF
3.VictoryShares US 500 Enhanced Volatility Wtd ETF
4.VictoryShares US 500 Volatility Wtd ETF
5.VictoryShares US EQ Income Enhanced Volatility Wtd
ETF
6.VictoryShares US Large Cap High Div Volatility Wtd ETF
7.VictoryShares US Multi-Factor Minimum Volatility ETF
8.VictoryShares US Small Cap High Div Volatility Wtd ETF
9.VictoryShares Core Intermediate Bond ETF
10.VictoryShares Short-Term Bond ETF
11.VictoryShares Emerging Markets Value Momentum ETF
12.VictoryShares International Value Momentum ETF
13.VictoryShares US Small Mid Cap Value Momentum ETF
14.VictoryShares US Value Momentum ETF
15.VictoryShares Core Plus Intermediate Bond ETF
16.VictoryShares Corporate Bond ETF
17.VictoryShares WestEnd U.S. Sector ETF
18.VictoryShares Free Cash Flow ETF
19.VictoryShares Small Cap Free Cash Flow ETF
20.VictoryShares WestEnd Global Equity ETF
21.VictoryShares WestEnd Dynamic Equity ETF*
22.VictoryShares WestEnd Economic Cycle Bond ETF
23.VictoryShares Hedged Equity Income ETF
24.VictoryShares Free Cash Flow Growth ETF
25.VictoryShares International Free Cash Flow ETF**
26.VictoryShares International Free Cash Flow Growth ETF**
27.VictoryShares Pioneer Asset-Based Income ETF**
1.Victory Cornerstone Aggressive Fund
2.Victory Cornerstone Conservative Fund
3.Victory Cornerstone Equity Fund
4.Victory Cornerstone Moderate Fund
5.Victory Cornerstone Moderately Aggressive Fund
6.Victory Cornerstone Moderately Conservative Fund
7.Victory Growth and Tax Strategy Fund
8.Victory Target Managed Allocation Fund
9.Victory Target Retirement 2030 Fund
10.Victory Target Retirement 2040 Fund
11.Victory Target Retirement 2050 Fund
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12.Victory Target Retirement 2060 Fund
13.Victory Target Retirement Income Fund
14.Victory Aggressive Growth Fund
15.Victory Capital Growth Fund
16.Victory Emerging Markets Fund
17.Victory Growth & Income Fund
18.Victory Growth Fund
19.▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Fund
20.Victory Science & Technology Fund
21.Victory Small Cap Stock Fund
22.Victory Sustainable World Fund
23.Victory Value Fund
24.Victory 500 Index Fund
25.Victory Extended Market Index Fund
26.Victory Nasdaq-100 Index Fund
27.Victory Global Equity Income Fund
28.Victory Global Managed Volatility Fund
29.Victory Income Stock Fund
30.Victory Precious Metals and Minerals Fund
31.Victory California Bond Fund
32.Victory Government Securities Fund
33.Victory High Income Fund
34.Victory Income Fund
35.Victory Core Plus Intermediate Bond Fund
36.Victory Money Market Fund
37.Victory New York Bond Fund
38.Victory Short-Term Bond Fund
39.Victory Tax Exempt Intermediate-Term Fund
40.Victory Tax Exempt Long-Term Fund
41.Victory Tax Exempt Money Market Fund
42.Victory Tax Exempt Short-Term Fund
43.Victory Treasury Money Market Trust
44.Victory Ultra Short-Term Bond Fund
45.Victory ▇▇▇▇▇▇▇▇ ▇▇▇▇ Fund
*Pending Launch - TBD
**Pending Launch - June 25, 2025
***Pending Liquidation - June 27, 2025
****Pending Liquidation - August 28, 2025
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