Victory Portfolios Sample Contracts

DISTRIBUTION AGREEMENT between THE VICTORY PORTFOLIOS and BISYS FUND SERVICES LIMITED PARTNERSHIP
Distribution Agreement • December 27th, 2002 • Victory Portfolios • New York
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SCHEDULE I
Distribution Agreement • October 15th, 1999 • Victory Portfolios
INVESTMENT ADVISORY AGREEMENT BETWEEN THE VICTORY PORTFOLIOS AND VICTORY CAPITAL MANAGEMENT INC.
Investment Advisory Agreement • December 30th, 2014 • Victory Portfolios • Delaware
AMENDMENT To
Transfer Agency and Service Agreement • February 23rd, 2001 • Victory Portfolios
SCHEDULE A TO EXPENSE LIMITATION AGREEMENT between THE VICTORY PORTFOLIOS and KEY ASSET MANAGEMENT INC. (Named changed to Victory Capital Management Inc. on May 1, 2001)
Expense Limitation Agreement • February 27th, 2004 • Victory Portfolios

* Victory Capital Management Inc. intends to voluntarily limit expenses to lower levels so that fund expense levels will be competitive.

INVESTMENT SUBADVISORY AGREEMENT BETWEEN KEYCORP MUTUAL FUND ADVISERS, INC. AND SOCIETY ASSET MANAGEMENT, INC.
Investment Sub-Advisory Agreement • January 31st, 1996 • Victory Portfolios • Ohio
ADDENDUM TO
Investment Advisory Agreement • March 1st, 2002 • Victory Portfolios
ARTICLE II APPOINTMENT OF CUSTODIAN; ACCOUNTS; REPRESENTATIONS AND WARRANTIES
Global Custody Agreement • June 1st, 2000 • Victory Portfolios • New York
DISTRIBUTION AGREEMENT between THE VICTORY PORTFOLIOS and VICTORY CAPITAL ADVISERS, INC.
Distribution Agreement • December 27th, 2005 • Victory Portfolios • New York
INVESTMENT SUBADVISORY AGREEMENT BETWEEN KEY ASSET MANAGEMENT INC. AND LAKEFRONT CAPITAL INVESTORS, INC.
Investment Subadvisory Agreement • December 12th, 1997 • Victory Portfolios • Ohio
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SUPPLEMENT TO TRANSFER AGENCY AGREEMENT Dated as of June 3, 2002
Transfer Agency Agreement • December 27th, 2002 • Victory Portfolios
SCHEDULE A
Mutual Fund Custody Agreement • October 15th, 1999 • Victory Portfolios
INVESTMENT ADVISORY AGREEMENT between THE VICTORY PORTFOLIOS and VICTORY CAPITAL MANAGEMENT INC.
Investment Advisory Agreement • October 15th, 2013 • Victory Portfolios • Delaware

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”).

DISTRIBUTION AGREEMENT between THE VICTORY PORTFOLIOS and VICTORY CAPITAL ADVISERS, INC.
Distribution Agreement • October 15th, 2013 • Victory Portfolios • Delaware

This DISTRIBUTION AGREEMENT is made as of this 1st day of August, 2013 between The Victory Portfolios, a Delaware statutory trust (herein called the “Trust”), and Victory Capital Advisers, Inc., a Delaware corporation (herein called the “Distributor”).

PORTFOLIO MANAGEMENT AGREEMENT between VICTORY CAPITAL MANAGEMENT INC. and TEMPLETON INVESTMENT COUNSEL, INC.
Portfolio Management Agreement • December 27th, 2002 • Victory Portfolios • New York
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