0001104659-19-056585 Sample Contracts

AMENDMENT NO.4 TO SUB-ADMINISTRATION AND SUB-FUND ACCOUNTING SERVICES AGREEMENT
Sub-Administration and Sub-Fund Accounting Services Agreement • October 25th, 2019 • Victory Portfolios

THIS AMENDMENT made as of July 1, 2019 (“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.

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SCHEDULE A TO THE EXPENSE LIMITATION AGREEMENT DATED AUGUST 1, 2013 BETWEEN VICTORY PORTFOLIOS AND VICTORY CAPITAL MANAGEMENT INC. OPERATING EXPENSE LIMITS AS OF NOVEMBER 1, 2019
Expense Limitation Agreement • October 25th, 2019 • Victory Portfolios

(Maximum Operating Expense Limit excluding acquired fund fees and expenses and certain other items such as interest, taxes and brokerage commissions)

AMENDMENT TO TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • October 25th, 2019 • Victory Portfolios

This AMENDMENT (“Amendment”) is made this 14th day of May, 2019, (the “Amendment Effective Date”), between Victory Portfolios (“Client”), formerly known as The Victory Portfolios, and FIS Investor Services LLC (“FIS”), formerly known as SunGard Investor Services LLC (assignee of Citi Fund Services Ohio, Inc., formerly known as BISYS Fund Services Ohio, Inc.), to the Transfer Agency Agreement dated April l, 2002, between Client and Citi, as previously amended, the “Agreement”. All capitalized terms used but not defined herein shall have the meanings given them in the Agreement.

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