0001104659-20-101924 Sample Contracts

AMENDMENT NO.5 TO SUB-ADMINISTRATION AND SUB-FUND ACCOUNTING SERVICES AGREEMENT
Services Agreement • September 2nd, 2020 • Victory Portfolios II

THIS AMENDMENT made as of June 18, 2020 (“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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TRANSFER AGENCY SERVICES AGREEMENT
Transfer Agency Services Agreement • September 2nd, 2020 • Victory Portfolios II

THIS AMENDMENT made as of June 18, 2020 (“Amendment”) amends that certain Transfer Agency Services Agreement dated as of February 27, 2017 (“Agreement”), by and between Victory Portfolios II, a statutory trust organized under the laws of Delaware (the “Client”), on behalf of its separate series that are exchange-traded funds (“ETFs”), individually, and not jointly (each, a “Fund” and together with all other series subsequently established by the Client as contemplated in this Agreement, the “Funds”), and Citibank, N.A., (“Service Provider,”, and together with the Client, the “Parties”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

AMENDMENT No. 8 to ADMINISTRATION AGREEMENT and FUND ACCOUNTING AGREEMENT
Administration Agreement • September 2nd, 2020 • Victory Portfolios II

AMENDMENT made as of June 18, 2020 to that certain 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

AMENDMENT AND JOINDER TO THE MASTER GLOBAL CUSTODIAL SERVICES AGREEMENT
Victory Portfolios II • September 2nd, 2020 • New York

This Amendment and Joinder is made on June 18, 2020 (“Amendment”) by and between, severally and not jointly, (i) Victory Portfolios Victory Portfolios II and Victory Variable Insurance Funds, each a Delaware Statutory Trust (each, a “Trust”) on behalf of each Fund listed underneath the name of that Trust, 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 NO.6 TO SUB-ADMINISTRATION AND SUB-FUND ACCOUNTING SERVICES AGREEMENT
Services Agreement • September 2nd, 2020 • Victory Portfolios II

THIS AMENDMENT made as of August 25, 2020 (“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.

THIRD AMENDMENT TO ETF DISTRIBUTION AGREEMENT
Etf Distribution Agreement • September 2nd, 2020 • Victory Portfolios II

This third amendment (the “Amendment”) to the ETF Distribution Agreement effective as of May 31, 2017 as novated (the “Agreement”), by and between Victory Portfolios II (“Fund Company”), and Foreside Fund Services, LLC (“Distributor”), is entered into as of May 12, 2020 (the “Effective Date”).

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