0001683863-22-006874 Sample Contracts

SCHEDULE A
Expense Limitation Agreement • October 27th, 2022 • Victory Portfolios

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

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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, 2022
Expense Limitation Agreement • October 27th, 2022 • Victory Portfolios

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

LETTER AGREEMENT
Letter Agreement • October 27th, 2022 • Victory Portfolios

This Letter Agreement by and between Victory Capital Management Inc. (the "Investment Adviser") and Victory Portfolios, a Delaware statutory trust (the "Trust"), on behalf of its separate series, Victory Strategic Allocation Fund (formerly, Victory Balanced Fund) (the "Fund"), sets forth the Adviser's agreement to contractually waive the advisory fee payable by the Fund through at least October 31, 2023.

GLOBAL SECURITIES LENDING AGENCY AGREEMENT
Global Securities Lending Agency Agreement • October 27th, 2022 • Victory Portfolios • New York

This Global Securities Lending Agency Agreement, dated as of November 30, 2021 (the "Agency Agreement"), is entered into by and between (i) CITIBANK, N.A., a national banking association (the "Agent") and (ii) Victory Portfolios, Victory Variable Insurance Funds and Victory Portfolios II (each a "Fund"), on behalf of their respective series portfolios, individually and not jointly ("Lender"). Capitalized terms used herein without definition shall have the meaning assigned thereto in the Lending Agreements (as defined below).

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