0001104659-15-033255 Sample Contracts

PURCHASE AGREEMENT

Purchase Agreement • May 1st, 2015 • Victory Portfolios

• Contract Type
  Purchase Agreement
• Filed
  May 1st, 2015
• Company
  Victory Portfolios

The Victory Portfolios (the “Trust”), a Delaware statutory trust, and Christopher K. Dyer (“Purchaser”), an individual, hereby agree as follows:

SCHEDULE I

Mutual Fund Custody Agreement • May 1st, 2015 • Victory Portfolios

• Contract Type
  Mutual Fund Custody Agreement
• Filed
  May 1st, 2015
• Company
  Victory Portfolios

To Attachment B of the Mutual Fund Custody Agreement dated July 1, 2011 between The Victory Portfolios and KeyBank National AssociationThe Victory Institutional Funds

AMENDMENT TO SUB-ADMINISTRATION AND SUB-FUND ACCOUNTING AGREEMENT

Sub-Administration and Sub-Fund Accounting Agreement • May 1st, 2015 • Victory Portfolios

• Contract Type
  Sub-Administration and Sub-Fund Accounting Agreement
• Filed
  May 1st, 2015
• Company
  Victory Portfolios

AMENDMENT made as of the [18th], day of February, 2015, 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.