0001104659-16-100548 Sample Contracts

SECOND AMENDMENT TO THE MUTUAL FUND CUSTODY AGREEMENT
Fund Custody Agreement • February 26th, 2016 • Victory Institutional Funds

THIS AMENDMENT dated as of the 21st day of May, 2015, by and between The Victory Institutional Funds, a Delaware statutory trust (the “Trust”), which may issue one or more series of shares of beneficial interest (each a “Fund”), and KeyBank National Association, a bank chartered under the laws of the United States, having its principal office at 127 Public Square, Cleveland, Ohio 44114-1306 (the “Custodian”) is to the Mutual Fund Custody Agreement dated July 1, 2011 (as amended and in effect on the date hereof, the “Agreement”).

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AMENDMENT TO TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • February 26th, 2016 • Victory Institutional Funds

AMENDMENT made as of the 1st day of July 2015, between The Victory Institutional Funds (the “Trust”) and SunGard Investor Services LLC (“SunGard”), assignee of 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 MUTUAL FUND CUSTODY AGREEMENT
Custody Agreement • February 26th, 2016 • Victory Institutional Funds

THIS AMENDMENT dated as of the 7th day of May, 2015, by and between The Victory Portfolios, a Delaware statutory trust (the “Trust”), which may issue one or more series of shares of beneficial interest (each a “Fund”), and KeyBank National Association, a bank chartered under the laws of the United States, having its principal office at 127 Public Square, Cleveland, Ohio 44114-1306 (the “Custodian”) is to the Mutual Fund Custody Agreement dated July 1, 2011 (as amended and in effect on the date hereof, the “Agreement”).

AMENDMENT TO SERVICES AGREEMENT
Services Agreement • February 26th, 2016 • Victory Institutional Funds

AMENDMENT made as of June 30, 2015, between Victory Capital Management Inc., (the “Client”) and Citi Fund Services Ohio, Inc. (formerly “BISYS Fund Services Ohio, Inc.”) (the “Service Provider”), to that certain Sub-Administration and Sub-Fund Accounting Agreement, dated July 1, 2006, between the Client and Service Provider (as 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 SERVICES AGREEMENT
Services Agreement • February 26th, 2016 • Victory Institutional Funds

AMENDMENT made as of September 23, 2015, between Victory Capital Management Inc., (the “Client”) and Citi Fund Services Ohio, Inc. (formerly “BISYS Fund Services Ohio, Inc.”) (the “Service Provider”), to that certain Sub-Administration and Sub-Fund Accounting Agreement, dated July 1, 2006, between the Client and Service Provider (as 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.

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