0001104659-17-064332 Sample Contracts

VICTORY CAPITAL ADVISERS, INC., Distributor DEALER AGREEMENT
Dealer Agreement • October 27th, 2017 • Victory Portfolios • Delaware

As the distributor of the shares (“Shares”) of each investment company portfolio (each, a “Fund”), of each Trust as it is currently constituted and as it may exist from time to time (collectively, “Company”), Victory Capital Advisers, Inc. (“Distributor”) hereby invites you to participate in the selling group on the following terms and conditions. In this letter, the terms “we,” “us,” and similar words refer to the Distributor, and the terms “you,” “your,” and similar words refer to the dealer executing this agreement, including its associated persons.

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FORM OF AMENDMENT NO. 1 TO THE SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • October 27th, 2017 • Victory Portfolios

THIS AMENDMENT NO. 1 dated as of October , 2017, to the Sub-Advisory Agreement dated as of July 29, 2016 (“Agreement”), is made by and among Victory Capital Management Inc., a New York corporation (“Adviser”), and SailingStone Capital Partners LLC, a Delaware limited liability company (“Sub-Adviser”). Capitalized terms not otherwise defined herein are to be ascribed the definitions in the Agreement.

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