VICTORY CAPITAL ADVISERS, INC., Distributor DEALER AGREEMENT Re: The Victory Portfolios (“Trust”) Ladies and Gentlemen:Dealer Agreement • February 27th, 2013 • Victory Portfolios • Delaware
As the distributor of the shares (“Shares”) of each investment company portfolio (each, a “Fund”), of the Trust as it is currently constituted and as it may exist from time to time (collectively, “Company”), Victory Capital Advisers, Inc. (“Distributor”) hereby invites you to participate in the selling group on the following terms and conditions. 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.
AMENDMENT No. 2 TO ADMINISTRATION AND FUND ACCOUNTING AGREEMENTAdministration and Fund Accounting Agreement • February 27th, 2013 • Victory Portfolios
AMENDMENT made as of the 1st day of July 2012, to that certain Administration and Fund Accounting Agreement entered into as of July 1, 2006, as amended July 1, 2012, (the “Agreement”) by and between (i) The Victory Portfolios and The Victory Variable Insurance Funds, both Delaware statutory trusts (each, a “Trust” and, together, the “Trusts”) on behalf of those investment company portfolios listed on Schedule D which may be amended from time to time (each, a “Fund” and, together, the “Funds”) in the case of both the Trusts and the Funds, individually and not jointly, and (ii) Victory Capital Management Inc. (“VCM”), a New York corporation. All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.
AMENDMENT TO TRANSFER AGENCY AGREEMENTTransfer Agency Agreement • February 27th, 2013 • Victory Portfolios
AMENDMENT made as of the 1st day of July 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 SUB-ADMINISTRATION AND SUB-FUND ACCOUNTING AGREEMENTSub-Administration and Sub-Fund Accounting Agreement • February 27th, 2013 • Victory Portfolios
AMENDMENT made as of the 1st day of July, 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.
EXPENSE LIMITATION AGREEMENT THE VICTORY PORTFOLIOSExpense Limitation Agreement • February 27th, 2013 • Victory Portfolios
THIS AGREEMENT, effective as of November 12, 2010, 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 Schedule A hereto, (each a “Fund” and collectively the “Funds”) individually, and not jointly;
AMENDMENT TO SUB-ADMINISTRATION AND SUB-FUND ACCOUNTING AGREEMENTSub-Administration and Sub-Fund Accounting Agreement • February 27th, 2013 • Victory Portfolios
AMENDMENT made as of the 1st day of July, 2010, 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.
AMENDMENT to the EXPENSE LIMITATION AGREEMENT THE VICTORY PORTFOLIOSExpense Limitation Agreement • February 27th, 2013 • Victory Portfolios
Amendment made as of March 1, 2013, 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 Schedule A hereto, (each a “Fund” and collectively the “Funds”) individually, and not jointly, to the Expense Limitation Agreement dated as of November 12, 2010 (as amended February 22, 2012) and in effect on the date hereof, the “Agreement”.
AMENDMENT to the EXPENSE LIMITATION AGREEMENT THE VICTORY PORTFOLIOSExpense Limitation Agreement • February 27th, 2013 • Victory Portfolios
AMENDMENT made as of March 1, 2013, 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, February 23, 2011, February 22, 2012 and October 24, 2012) and in effect on the date hereof, the “Agreement”.
