0001104659-11-070891 Sample Contracts

DISTRIBUTION AGREEMENT between THE VICTORY PORTFOLIOS and VICTORY CAPITAL ADVISERS, INC.
Distribution Agreement • December 22nd, 2011 • Victory Portfolios • Ohio

This DISTRIBUTION AGREEMENT is made as of this 30th day of November, 2007 between The Victory Portfolios, a Delaware business trust (herein called the “Trust”), and Victory Capital Advisers, Inc., a Delaware corporation (herein called the “Distributor”).

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MUTUAL FUND CUSTODY AGREEMENT
Mutual Fund Custody Agreement • December 22nd, 2011 • Victory Portfolios

THIS AGREEMENT is made as of July 1, 2011 by and between The Victory Portfolios, a Delaware statutory trust (the “Trust”), which may issue one or more series of shares of beneficial interest (each a “Fund”), and KeyBank National Association, a bank chartered under the laws of the United States, having its principal office at 127 Public Square, Cleveland, Ohio 44114-1306 (the “Custodian”).

VICTORY CAPITAL ADVISERS, INC., Distributor DEALER AGREEMENT Re: The Victory Portfolios Ladies and Gentlemen:
Dealer Agreement • December 22nd, 2011 • Victory Portfolios • Massachusetts

As the distributor of the shares (“Shares”) of each investment company portfolio (each, a “Fund”), of the investment company or companies covered hereunder (collectively, “Company”), Victory Capital Advisers, Inc. (“Distributor”) hereby invites you to participate in the selling group on the following terms and conditions. The Funds existing as of the date hereof are listed on Appendix A. In this letter, the terms “we,” “us,” and similar words refer to the Distributor, and the terms “you,” “your,” and similar words refer to the dealer executing this agreement, including its associated persons.

ADDENDUM TO DISTRIBUTION AGREEMENT Dated November 30, 2007 between THE VICTORY PORTFOLIOS and VICTORY CAPITAL ADVISERS, INC.
Distribution Agreement • December 22nd, 2011 • Victory Portfolios

This Addendum to the Distribution Agreement (“Agreement”) dated November 30, 2007, between The Victory Portfolios, on behalf of those series listed on Schedule I, as may be amended from time to time, and Victory Capital Advisers, Inc. is made as of December 1, 2010.

AMENDMENT TO TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • December 22nd, 2011 • Victory Portfolios

This Amendment, dated as of August 31, 2011 and effective as of September 1, 2005 (the “Amendment”), amends the Transfer Agency Agreement dated as of April 1, 2002 (as amended to date, the “Agreement”) between The Victory Portfolios, a Delaware statutory trust (the “Trust”), and Citi Fund Services Ohio, Inc., formerly known as BISYS Fund Services Ohio, Inc., an Ohio corporation (“Citi”).

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