EX-99.13 OTH CONTRCT 10 f40476d10.htm EX. 13(B) FORM OF ASSIGNMENT AGREEMENT TO FUND ADMIN WITH BNY MELLON Ex. 13(b) Form of Assignment Agreement to Fund Admin with BNY Mellon

ASSIGNMENT AGREEMENT

Fund Administration and Accounting Agreement

This ASSIGNMENT AGREEMENT (this “Agreement”) is entered into as of [______]

by and between THE BANK OF NEW YORK MELLON, a New York state chartered bank (“BNY Mellon”), AMUNDI ASSET MANAGEMENT US, INC. (“Amundi US”), and EACH INVESTMENT COMPANY LISTED ON APPENDIX I (each, an “Investment Company” and collectively, the “Investment Companies”).

WHEREAS, BNY Mellon and Amundi US are parties to a Fund Administration and Accounting Agreement, dated as of January 19, 2021 (as amended and in effect from time to time and including any Appendices, Schedules and Exhibits thereto, the “Administration Agreement”) pursuant to which Amundi US has appointed BNY Mellon to act as the sub- administrator to the Investment Companies; and

WHEREAS, each open-end Investment Company, on behalf of the series named on Appendix I hereto (each, a “Fund”), and each closed-end Investment Company listed on Appendix I hereto (each, a “Closed-End Fund”) has executed the Administration Agreement solely for the purposes of certain provisions thereof; and

WHEREAS, each of the open-end Investment Companies has, on behalf of each of the Funds listed on Appendix I hereto, entered into an Agreement and Plan of Reorganization (each, a “Plan of Reorganization”) pursuant to which such Fund will reorganize into a newly- established series of Victory Portfolios IV, a Delaware statutory trust, or Victory Variable Insurance Funds II, a Delaware statutory trust, as set forth on Appendix I (each of Victory Portfolios IV and Victory Variable Insurance Funds II shall be referred to herein as an “Acquiring Trust” and each such newly-established series of each Acquiring Trust shall be referred to herein as an “Acquiring Fund”); and

WHEREAS, Victory Capital Management Inc. (“Victory Capital”) is the investment adviser to each of the Acquiring Funds and will be, subject to shareholder approval, the investment adviser to each of the Closed-End Funds; and

WHEREAS, Amundi US wishes to assign all of its rights, liabilities, duties and obligations under the Administration Agreement and all ancillary agreements executed by Amundi US, BNY Mellon and the Investment Companies pursuant to or as part of the services provided by BNY Mellon under the Administration Agreement (collectively, the “Ancillary Agreements”) to Victory Capital, and Victory Capital wishes to accept such assignment; and

WHEREAS, each Fund wishes to assign all of its rights, liabilities, duties and obligations under the Administration Agreement and all Ancillary Agreements to the corresponding Acquiring Fund, and each Acquiring Fund wishes to accept such assignment; and

WHEREAS, Section 14 of the Administration Agreement provides that none of Amundi US or any Fund may, without BNY Mellon’s prior written consent, assign any of its rights or delegate any of its duties or obligations under the Administration Agreement;

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NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.Definitions. Capitalized terms which are used herein without definition and which are defined in the Administration Agreement shall have the same meanings herein as in the Administration Agreement.

2.Assignment. From and as of the effective date of the consummation of the reorganization of a Fund with its corresponding Acquiring Fund, as set forth on Appendix I hereto, pursuant to the Plan of Reorganization and, with respect to each of the Closed-End Funds, from and after the date on which Victory Capital becomes the investment adviser of such Closed-End Fund (each such date, an “Effective Date”):

(a)Amundi US hereby assigns to Victory Capital, and Victory Capital hereby accepts such assignment of, all of the rights, liabilities, duties and obligations of Amundi US under and in respect of the Administration Agreement and all Ancillary Agreements (whether or not such rights, liabilities and obligations had yet accrued as of such date) with respect to such Fund or Closed-End Fund, as applicable, with the effect that the provision of services by BNY Mellon to Victory Capital with respect to the corresponding Acquiring Fund or Closed-End Fund, as applicable, shall continue from and after the Effective Date on identical terms as currently being provided to Amundi US with respect to such Fund or Closed-End Fund;

(b)such Fund hereby assigns to the corresponding Acquiring Fund, as set forth on Appendix I hereto, and the Acquiring Fund hereby accepts such assignment of, all of the rights, liabilities, duties and obligations of such Fund under and in respect of the Administration Agreement and all Ancillary Agreements (whether or not such rights, liabilities and obligations had yet accrued as of such date);

(c)each of Victory Capital and such Acquiring Fund represents and warrants, which representations and warranties shall be deemed to be continuing, that each of the representations and warranties made by Amundi US and the corresponding Fund under the Administration Agreement (including the representations and warranties set forth in Section 3 of the Administration Agreement) is true and correct as to Victory Capital and such Acquiring Fund, respectively;

(d)each of Victory Capital and such Acquiring Fund covenants and agrees that it shall be bound by the terms of the Administration Agreement and shall observe, perform and discharge all of its liabilities, duties and obligations arising under the terms of the Administration Agreement and all Ancillary Agreements. Victory Capital hereby covenants and agrees that it shall waive and/or reimburse the fee that it is owed from the Acquiring Fund or the applicable Closed-End Fund under the Administration and Fund Accounting Agreement among Victory Capital, each Acquiring Fund and each Closed-End Fund equal to the amounts due from the Acquiring Fund or the Closed-End Fund to BNY Mellon under Section 10 of the Administration Agreement.

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(d)For purposes of Early Termination Fee in Section 12(d)(i) of the Administration Agreement, and to the extent any Acquiring Fund terminates the Administration Agreement within three months of the Effective Date of this Assignment Agreement, the Early Termination Fee will be calculated using the previous monthly fees paid by the Fund which assigned its rights to the Acquiring Fund. Victory Capital shall reimburse any Early Termination Fee paid by a Fund as provided under Section 9.2 of the Agreement and Plan of Reorganization to which such Fund and Victory Capital are parties.

3.Representations and Warranties. Each of Amundi US and Victory Capital, and each Fund and the corresponding Acquiring Fund, hereby represents and warrants to BNY Mellon as follows:

(a)it has the power to execute and deliver this Agreement and to perform its obligations hereunder and has taken all necessary action to authorize such execution, delivery and performance;

(b)such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;

(c)all governmental and other consents that are required to have been obtained by it with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and

(d)its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law).

4.Further Assurance. Amundi US, Victory Capital, each Fund and each Acquiring Fund hereby agrees to perform (or procure the performance of) all further acts and things, and to execute and deliver all such instruments and take all such action as may be required by law or as may be necessary or reasonably desirable in order to effect the intent and purpose of, and to carry out the terms of, this Agreement.

5.Miscellaneous. Nothing in this Agreement shall affect or prejudice any claim or demand which BNY Mellon may have against Amundi US or any Fund or Closed-End Fund arising out of or in connection with the Administration Agreement or any Ancillary Agreement relating to matters arising prior to the Effective Date of Amundi US’s assignment to Victory Capital or such Fund’s assignment to the corresponding Acquiring Fund, as applicable. This Agreement is governed by and construed in accordance with the laws of the State of New York. This Agreement may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which

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together shall constitute one instrument. In proving this Agreement it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom enforcement is sought. This Agreement may be executed and delivered by facsimile or email with confirmation of delivery and/or receipt.

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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first written above.

Assignors:Assignees:

AMUNDI ASSET MANAGEMENT US, INC. VICTORY CAPITAL MANAGEMENT INC.

___________________________________

Name:

Title:

EACH INVESTMENT COMPANY LISTED ON APPENDIX I, on behalf of each of its series listed on Appendix I, individually and not jointly

___________________________________

Name:

Title:

___________________________________

Name: Thomas Dusenberry

Title: President

VICTORY PORTFOLIOS IV,

on behalf of each of its series listed on Appendix I, individually and not jointly

___________________________________

Name: Thomas Dusenberry

Title: President

VICTORY VARIABLE INSURANCE FUNDS II, on behalf of each of its series listed on Appendix I, individually and not jointly

___________________________________

Name: Thomas Dusenberry

Title: President

Address for Notices: Victory Capital Management

4900 Tiedeman Road, Brooklyn, OH 44144 Attention:

Nina Gupta  ([    ]) 

Thomas Dusenberry ([    ])

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Sub-Administrator:

THE BANK OF NEW YORK MELLON

By:_______________________________

Name:

Title:

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Appendix I

To December 2024 Assignment Agreement

 

 

 

Acquiring Fund, each a series of Victory

 

Open-End Fund

 

Portfolios IV

 

Pioneer AMT-Free Municipal Fund, a series of

 

Victory Pioneer AMT-Free Municipal Fund

 

Pioneer Series Trust II

 

 

 

Pioneer Balanced ESG Fund, a series of

 

Victory Pioneer Balanced Fund

 

Pioneer Series Trust IV

 

 

 

Pioneer Bond Fund, a series of Pioneer Bond

 

Victory Pioneer Bond Fund

 

Fund

 

 

 

Pioneer CAT Bond Fund, a series of Pioneer

 

Victory Pioneer CAT Bond Fund

 

Series Trust VII

 

 

 

Pioneer Core Equity Fund, a series of Pioneer

 

Victory Pioneer Core Equity Fund

 

Series Trust XI

 

 

 

Pioneer Active Credit Fund, a series of Pioneer

 

Victory Pioneer Active Credit Fund

 

Series Trust X

 

 

 

Pioneer Disciplined Growth Fund, a series of

 

Victory Pioneer Disciplined Growth Fund

 

Pioneer Series Trust XII

 

 

 

Pioneer Disciplined Value Fund, a series of

 

Victory Pioneer Disciplined Value Fund

 

Pioneer Series Trust III

 

 

 

Pioneer Equity Income Fund, a series of

 

Victory Pioneer Equity Income Fund

 

Pioneer Equity Income Fund

 

 

 

Pioneer Floating Rate Fund, a series of Pioneer

 

Victory Pioneer Floating Rate Fund

 

Series Trust VI

 

 

 

Pioneer Fund, a series of Pioneer Fund

 

Victory Pioneer Fund

 

Pioneer Fundamental Growth Fund, a series of

 

Victory Pioneer Fundamental Growth Fund

 

Pioneer Series Trust X

 

 

 

Pioneer Global Sustainable Growth Fund, a

 

Victory Pioneer Global Growth Fund

 

series of Pioneer Series Trust XIV

 

 

 

Pioneer High Income Municipal Fund, a series

 

Victory Pioneer High Income Municipal Fund

 

of Pioneer Series Trust V

 

 

 

Pioneer Intrinsic Value Fund, a series of

 

Victory Pioneer Intrinsic Value Fund

 

Pioneer Series Trust XIV

 

 

 

Pioneer Mid Cap Value Fund, a series of

 

Victory Pioneer Mid Cap Value Fund

 

Pioneer Mid Cap Value Fund

 

 

 

Pioneer Multi-Asset Ultrashort Income Fund, a

 

Victory Pioneer Multi-Asset Ultrashort Income

 

series of Pioneer Series Trust X

 

Fund

 

Pioneer Securitized Income Fund, a series of

 

Victory Pioneer Securitized Income Fund

 

Pioneer Series Trust IV

 

 

 

Pioneer Select Mid Cap Growth Fund, a series

 

Victory Pioneer Select Mid Cap Growth Fund

 

of Pioneer Series Trust II

 

 

 

Pioneer Short Term Income Fund, a series of

 

Victory Pioneer Short Term Income Fund

 

Pioneer Short Term Income Fund

 

 

 

Pioneer Solutions - Balanced Fund, a series of

 

Victory Pioneer Solutions - Balanced Fund

 

Pioneer Asset Allocation Trust

 

 

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Acquiring Fund, each a series of Victory

Open-End Fund

 

Portfolios IV

Pioneer U.S. Government Money Market

 

Victory Pioneer U.S. Government Money

Fund, a series of Pioneer Money Market Trust

 

Market Fund

 

 

 

Pioneer Equity Premium Income Fund, a series

 

Victory Pioneer Equity Premium Income Fund

of Pioneer Series Trust VI

 

 

Pioneer Global Sustainable Equity Fund, a

 

Victory Pioneer Global Equity Fund

series of Pioneer Series Trust V

 

 

Pioneer Global Sustainable Value Fund, a

 

Victory Pioneer Global Value Fund

series of Pioneer Series Trust XIV

 

 

Pioneer High Yield Fund, a series of Pioneer

 

Victory Pioneer High Yield Fund

High Yield Fund

 

 

Pioneer International Equity Fund, a series of

 

Victory Pioneer International Equity Fund

Pioneer Series Trust VIII

 

 

Pioneer Multi-Asset Income Fund, a series of

 

Victory Pioneer Multi-Asset Income Fund

Pioneer Series Trust IV

 

 

Pioneer Strategic Income Fund, a series of

 

Victory Pioneer Strategic Income Fund

Pioneer Series Trust XIV

 

 

Open-End Fund, each a series of Pioneer

 

Acquiring Fund, each a series of Victory

Variable Contracts Trust

 

Variable Insurance Funds II

Pioneer Bond VCT Portfolio

 

Victory Pioneer Bond VCT Portfolio

Pioneer Equity Income VCT Portfolio

 

Victory Pioneer Equity Income VCT Portfolio

Pioneer Fund VCT Portfolio

 

Victory Pioneer Fund VCT Portfolio

Pioneer High Yield VCT Portfolio

 

Victory Pioneer High Yield VCT Portfolio

Pioneer Mid Cap Value VCT Portfolio

 

Victory Pioneer Mid Cap Value VCT Portfolio

Pioneer Select Mid Cap Growth VCT Portfolio

 

Victory Pioneer Select Mid Cap Growth VCT

 

 

Portfolio

Pioneer Strategic Income VCT Portfolio

 

Victory Pioneer Strategic Income VCT

Closed-End Funds:

 

Portfolio

 

 

Pioneer Diversified High Income Fund, Inc.

Pioneer Floating Rate Fund, Inc.

Pioneer High Income Fund, Inc.

Pioneer Municipal High Income Fund, Inc.

Pioneer Municipal High Income Advantage Fund, Inc.

Pioneer Municipal High Income Opportunities Fund, Inc.

Pioneer ILS Interval Fund

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