0001683863-21-001022 Sample Contracts

THE MASTER GLOBAL CUSTODIAL SERVICES AGREEMENT
Master Global Custodial Services Agreement • February 25th, 2021 • Victory Portfolios • New York

WHEREAS, reference is hereby made to that certain Master Global Custodial Services Agreement, dated as of August 19, 2015 (as amended, restated, supplemented or otherwise modified from time to time) (the "Custody Agreement") by and between (i) the Custodian and (ii) Victory Portfolios, Victory Portfolios II, and Victory Variable Insurance Funds the Funds in the then-listed Funds Appendix, (collectively, "Original Client"), together with any other entity who may become a party thereto from time to time pursuant to a separate joinder or amendment;

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AMENDMENT TO
Transfer Agency Agreement • February 25th, 2021 • Victory Portfolios

This AMENDMENT ("Amendment") is made this 22nd day of February, 2021, (the "Amendment Effective Date"), between Victory Portfolios, formerly known as The Victory Portfolios (the "Client"), and FIS Investor Services LLC, a Delaware limited liability company, formerly SunGard Investor Services LLC (successor to, and assignee of, Citi Fund Services Ohio, Inc., formerly BISYS Fund Services Ohio, Inc.) ("FIS"), to the Transfer Agency Agreement dated April l, 2002, between Client and BISYS Fund Services Ohio, Inc., as amended on June 3, 2002, July 24, 2002, May 18, 2004, July 1, 2006, July 1, 2009, August 31, 2011, July 1, 2012, October 24, 2012, October 23, 2013, February 19, 2014, May 22, 2014, April 1, 2015, July 1, 2015, December 31, 2015, August 24, 2016, and February 26, 2019 (as amended, the "Agreement").

FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • February 25th, 2021 • Victory Portfolios

AMENDMENT made as of February 2, 2021 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 NO.7 TO
Services Agreement • February 25th, 2021 • Victory Portfolios

THIS AMENDMENT made as of December 2, 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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