0001104659-14-045290 Sample Contracts

Form of INVESTMENT SUB-ADVISORY AGREEMENT between VICTORY CAPITAL MANAGEMENT INC. and WORLD ASSET MANAGEMENT, INC.
Investment Sub-Advisory Agreement • June 11th, 2014 • Victory Portfolios • Delaware

WHEREAS, the Adviser provides the Fund, as a series of the Trust, 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 Fund and its other series; and

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LETTER AGREEMENT
Advisory Fee Agreement • June 11th, 2014 • Victory Portfolios
EXPENSE LIMITATION AGREEMENT THE VICTORY PORTFOLIOS
Expense Limitation Agreement • June 11th, 2014 • 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;

AMENDMENT TO GLOBAL CUSTODIAL SERVICES AGREEMENT
Global Custodial Services Agreement • June 11th, 2014 • Victory Portfolios

This Amendment is made to the Global Custodial Services Agreement dated August 5th, 2008 (the “Agreement’) between Citibank, N.A. and The Victory Portfolios Acting for and on Behalf of Each Fund . This amendment shall be effective as of the 22 day of May, 2014.

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