0001683863-23-003132 Sample Contracts

THIRD AMENDMENT TO NOVATED ETF DISTRIBUTION AGREEMENT
Novated Etf Distribution Agreement • April 6th, 2023 • Victory Portfolios II

This third amendment (the “Amendment”) to the novated ETF distribution agreement effective as of September 30, 2021 (the “Agreement”), by and between Victory Portfolios II and Foreside Fund Services, LLC (together, the “Parties”), is effective as of December 6, 2022.

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FUND ACCOUNTING AGREEMENT
Agreement • April 6th, 2023 • Victory Portfolios II

AMENDMENT made as of January 1, 2023, 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

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