0001104659-17-027612 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 28th, 2017 • Victory Portfolios • New York

This Agreement (the “Agreement”) is made this 29th day of July, 2016, by and between Victory Capital Management Inc., a New York corporation (“Adviser”), and SailingStone Capital Partners LLC, a Delaware limited liability company (“Sub-adviser”). The Adviser and the Sub-adviser are each referred to herein as a “Party” to this Agreement.

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INVESTMENT SUB-ADVISORY AGREEMENT between VICTORY CAPITAL MANAGEMENT INC. and PARK AVENUE INSTITUTIONAL ADVISERS LLC
Sub-Advisory Agreement • April 28th, 2017 • Victory Portfolios • New York

AGREEMENT made effective as of the 29th day of July, 2016, by and between Park Avenue Institutional Advisers LLC, a Delaware limited liability company (the “Sub-Adviser”), and Victory Capital Management Inc., a New York corporation (the “Adviser”), on behalf of each Fund listed on Annex A (each a “Fund”), a separate series of Victory Portfolios (the “Trust”), a Delaware statutory trust, individually and not jointly. This Agreement applies to each Fund as if it is the subject of a separate agreement.

INVESTMENT ADVISORY AGREEMENT between VICTORY PORTFOLIOS and VICTORY CAPITAL MANAGEMENT INC.
Agreement • April 28th, 2017 • Victory Portfolios • Delaware

AGREEMENT made as of the 29th day of July, 2016, by and between 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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