0001104659-13-075668 Sample Contracts

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”).

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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”).

EXPENSE LIMITATION AGREEMENT FOR CERTAIN FUNDS OF THE VICTORY PORTFOLIOS
Expense Limitation Agreement • October 15th, 2013 • Victory Portfolios

THIS AGREEMENT, effective as of August 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;

EXPENSE LIMITATION AGREEMENT THE VICTORY PORTFOLIOS
Expense Limitation Agreement • October 15th, 2013 • Victory Portfolios

THIS AGREEMENT, effective as of August 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;

INVESTMENT SUB-ADVISORY AGREEMENT between KPB INVESTMENT ADVISORS LLC, VICTORY CAPITAL MANAGEMENT INC. and THE VICTORY PORTFOLIOS
Investment Sub-Advisory Agreement • October 15th, 2013 • Victory Portfolios • Delaware

WHEREAS, the Adviser provides the Funds, as series of the Trust, an open-end investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), investment advisory services pursuant to the terms and conditions of an investment advisory agreement dated as of August 1, 2013 (the “Advisory Agreement”), between the Adviser and the Trust, on behalf of the Funds and its other series; and

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