0001104659-17-012565 Sample Contracts

AMENDMENT No. 5
Administration and Fund Accounting Agreement • February 28th, 2017 • Victory Portfolios

AMENDMENT made as of August 24, 2016 to that certain to Administration and Fund Accounting Agreement entered into as of June 1, 2006, as amended (“Agreement”) by and among (i) Victory Portfolios, Victory Variable Insurance Funds, and Victory Portfolios II, each a Delaware statutory trust (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

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AMENDMENT AND JOINDER TO THE MASTER GLOBAL CUSTODIAL SERVICES AGREEMENT
Master Global Custodial Services Agreement • February 28th, 2017 • Victory Portfolios • New York

This Amendment and Joinder is made on July 15, 2016 (“Amendment”) by and between, severally and not jointly, (i) Victory Portfolios (formerly known as “The Victory Portfolios”), Victory Portfolios II (formerly known as “Compass EMP Funds Trust”), Victory Variable Insurance Funds, and Victory Institutional Funds, each a Delaware Statutory Trust, located in Delaware (each a “Trust”) on behalf of each Fund listed underneath the name of that Trust on the Funds Appendix attached hereto, severally and not jointly (each a “Fund” and collectively with each Trust, acting on behalf of such Funds, the “Client”), and (ii) Citibank, N.A., acting as global custodian through its offices located in New York (“Custodian”).

AMENDMENT AND JOINDER TO THE MASTER GLOBAL CUSTODIAL SERVICES AGREEMENT
Master Global Custodial Services Agreement • February 28th, 2017 • Victory Portfolios • New York

This Amendment and Joinder is made on August 24, 2016 (“Amendment”) by and between, severally and not jointly, (i) Victory Portfolios, Victory Portfolios II, Victory Variable Insurance Funds, and Victory Institutional Funds, each a Delaware Statutory Trust, located in Delaware (each a “Trust”) on behalf of each Fund listed underneath the name of that Trust on the attached Funds Appendix, severally and not jointly (each a “Fund” and collectively, with each Trust, acting on behalf of such Funds, the “Client”), and (ii) Citibank, N.A., acting as global custodian through its offices located in New York (“Custodian”).

LETTER AGREEMENT
Letter Agreement • February 28th, 2017 • Victory Portfolios
AMENDMENT TO
Sub-Administration and Sub-Accounting Services Agreement • February 28th, 2017 • Victory Portfolios

This AMENDMENT (“Amendment”) made as of February 27, 2017, between Victory Capital Management Inc. (“Client”) and Citi Fund Services Ohio, Inc. (“Citi”), to that certain Sub-Administration and Sub-Accounting Services Agreement, dated October 1, 2015, between the Client and Citi (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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