0001683863-21-004749 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • August 27th, 2021 • Victory Portfolios • New York

This Agreement (the “Agreement”) is made this 1st day of June, 2021, by and between Victory Capital Management Inc., a New York corporation (“Adviser”), and SailingStone Capital Partners LLC, a Delaware limited liability company (“Sub-adviser”). The Adviser and the Sub-adviser are each referred to herein as a “Party” to this Agreement.

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Contract
Expense Limitation Agreement • August 27th, 2021 • Victory Portfolios
EXPENSE LIMITATION AGREEMENT VICTORY PORTFOLIOS
Expense Limitation Agreement • August 27th, 2021 • Victory Portfolios

THIS AGREEMENT, amended and restated effective as of May 1, 2021, by and between Victory Capital Management Inc. (the “Investment Adviser”) and Victory Portfolios, a Delaware statutory trust (the “Trust”), on behalf of each series portfolio listed on Schedule A hereto, (each a “Fund” and collectively the “Funds”) individually, and not jointly;

LETTER AGREEMENT
Advisory Fee Waiver Agreement • August 27th, 2021 • Victory Portfolios
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