AMENDED AND RESTATED DISTRIBUTION AGREEMENT between THE VICTORY PORTFOLIOS and VICTORY CAPITAL ADVISERS, INC.Distribution Agreement • October 26th, 2012 • Victory Portfolios • Ohio
This DISTRIBUTION AGREEMENT is made as of this 30th day of November, 2007 and amended and restated as of October 24, 2012 between The Victory Portfolios, a Delaware statutory trust (herein called the “Trust”), and Victory Capital Advisers, Inc., a Delaware corporation (herein called the “Distributor”).
VICTORY CAPITAL ADVISERS, INC., Distributor DEALER AGREEMENT Re: The Victory Portfolios Ladies and Gentlemen:Dealer Agreement • October 26th, 2012 • 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.
EXPENSE LIMITATION AGREEMENT THE VICTORY PORTFOLIOSExpense Limitation Agreement • October 26th, 2012 • Victory Portfolios
THIS AGREEMENT, effective as of April 1, 2009, by and between Victory Capital Management Inc. (the “Investment Adviser”) and The Victory Portfolios, a Delaware statutory trust (the “Trust), on behalf of each series portfolio listed on Attachment A hereto, (each a “Fund” and collectively the “Funds”) individually, and not jointly;
AMENDMENT TO TRANSFER AGENCY AGREEMENTTransfer Agency Agreement • October 26th, 2012 • Victory Portfolios
AMENDMENT made as of the 24th day of October 2012, between THE VICTORY PORTFOLIOS (the “Trust”) and Citi Fund Services Ohio, Inc., formerly known as BISYS Fund Services Ohio, Inc. (“Citi”), to the Transfer Agency Agreement dated April 1, 2002, between the Trust and Citi (as previously amended and in effect on the date hereof, the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given them in the Agreement.
AMENDMENT to the EXPENSE LIMITATION AGREEMENT THE VICTORY PORTFOLIOSExpense Limitation Agreement • October 26th, 2012 • Victory Portfolios
AMENDMENT made as of October 24, 2012, between Victory Capital Management Inc. (the “Investment Adviser”) and The Victory Portfolios (the “Trust”), a Delaware statutory trust, on behalf of each series portfolio listed on Schedule A hereto (each a “Fund” and, collectively, the “Funds”) individually, and not jointly, to the Expense Limitation Agreement dated April 1, 2009 (as amended March 1, 2010, November 12, 2010 and February 23, 2011) and in effect on the date hereof, the “Agreement”).
AMENDMENT to the EXPENSE LIMITATION AGREEMENT THE VICTORY PORTFOLIOSExpense Limitation Agreement • October 26th, 2012 • Victory Portfolios
AMENDMENT made as of February 22, 2012, between Victory Capital Management Inc. (the “Investment Adviser”) and The Victory Portfolios (the “Trust”), a Delaware statutory trust, on behalf of each series portfolio listed on Schedule A hereto (each a “Fund” and, collectively, the “Funds”) individually, and not jointly, to the Expense Limitation Agreement dated April 1, 2009 (as amended March 1, 2010, November 12, 2010 and February 23, 2011) and in effect on the date hereof, the “Agreement”).
ATTACHMENT A To the Mutual Fund Custody Agreement dated July 1, 2011 between The Victory Portfolios and KeyBank National AssociationMutual Fund Custody Agreement • October 26th, 2012 • Victory Portfolios
AMENDMENT TO SUB-ADMINISTRATION AND SUB-FUND ACCOUNTING AGREEMENTSub-Administration and Sub-Fund Accounting Agreement • October 26th, 2012 • Victory Portfolios
AMENDMENT made as of the 24th day of October, 2012, between Victory Capital Management Inc. (the “VCM”), and Citi Fund Services Ohio, Inc., formerly known as BISYS Fund Services Ohio, Inc. (“Citi”), to the Sub-Administration and Sub-Fund Accounting Agreement dated July 1, 2006, between VCM and Citi (as previously amended and in effect on the date hereof, the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.
PURCHASE AGREEMENTPurchase Agreement • October 26th, 2012 • Victory Portfolios
The Victory Portfolios (the “Trust”), a Delaware statutory trust, and Christopher K. Dyer (“Purchaser”), an individual, hereby agree as follows:
