0001104659-18-063932 Sample Contracts

DATA PROTECTION ADDENDUM
Victory Portfolios II • October 25th, 2018

This Data Protection Addendum (the “Addendum”) to the Transfer Agency Agreement dated November 7, 2015 between Victory Portfolios II, on behalf of its series portfolios, individually and not jointly (the “Client”) and FIS Investor Services LLC, formerly known as SunGard Investor Services LLC (assignee of Citi Fund Services Ohio, Inc.) (“FIS”), as amended, (the “Agreement”) sets out obligations of the Client and FIS with respect to data protection.

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AMENDMENT NO. 2 TO SUB-ADMINISTRATION AND SUB-FUND ACCOUNTING SERVICES AGREEMENT
Services Agreement • October 25th, 2018 • Victory Portfolios II

THIS AMENDMENT made as of February 28, 2018 (“Amendment”) to that certain Sub-Administration and Sub-Fund Accounting Services Agreement dated as of October 1, 2015 (as amended and in effect as of the date hereof, “Agreement”), by and between Victory Capital Management Inc. (“Client”) and Citi Fund Services Ohio, Inc. (“Service Provider” and, with the Client, referred to herein individually as “Party” and collectively as “Parties”). All capitalized terms used but not defined herein shall have the meaning given to them in the Agreement. This Amendment shall be effective as of June 1, 2018 (anticipated compliance date for Forms N-CEN and N-PORT) or, if such date is extended by the U.S. Securities and Exchange Commission (“SEC”), the compliance date as identified by the SEC as it pertains to the Client.

TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • October 25th, 2018 • Victory Portfolios II • Ohio

Additional services such as development of interface capabilities, servicing of 403(b) and 408(c) accounts, management of cash sweeps between DDAs and mutual fund accounts and coordination of the printing and distribution of prospectuses, annual reports and semi-annual reports are subject to additional fees which will be quoted upon request. Programming costs or database management fees for special reports or specialized processing will be quoted upon request.

AMENDMENT TO TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • October 25th, 2018 • Victory Portfolios II

This AMENDMENT (“Amendment”) is made this 1st day of November 2016 (the “Amendment Effective Date”), between THE VICTORY PORTFOLIOS II (the “Trust”) and FIS Investor Services LLC (“FIS”), successor in interest to SunGard Investor Services, to the Transfer Agency Agreement dated 7th November, 2015, between the Trust and FIS (“the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given them in the Agreement.

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