0001683863-24-004269 Sample Contracts

FUND ACCOUNTING AGREEMENT
Administration and Fund Accounting Agreement • June 17th, 2024 • Victory Portfolios II

AMENDMENT made as of May 21, 2024, 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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MASTER GLOBAL CUSTODIAL SERVICES AGREEMENT
Master Global Custodial Services Agreement • June 17th, 2024 • Victory Portfolios II

THIS AMENDMENT made as of June 1, 2024 ("Amendment") to that certain Master Global Custodial Services Agreement dated as of August 5th, 2008 (as amended and in effect as of the date hereof, "Agreement") by and among (i) Victory Portfolios, Victory Portfolios II and Victory Variable Insurance Funds, each a Delaware Statutory Trust (each, a "Trust") on behalf of each Fund underneath the name of that Trust on Exhibit 1 to the Agreement (the "Funds Appendix") 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 a global custodian through its office located in New York ("Custodian" 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.

AMENDMENT NO. 2
Global Securities Lending Agency Agreement • June 17th, 2024 • Victory Portfolios II • New York

This AMENDMENT NO. 2 TO GLOBAL SECURITIES LENDING AGENCY AGREEMENT, dated as of June 7, 2024 is made between CITIBANK, N.A., a national banking organization (the "Agent") and VICTORY PORTFOLIO, VICTORY VARIABLE INSUR- ANCE FUNDS AND VICTORY PORTFOLIOS II (EACH A "Fund"), ON BEHALF OF THEIR RESPECTIVE SERIES PORTFOLIOS, INDIVIDUALLY AND NOT JOINTLY

TO THE EXPENSE LIMITATION AGREEMENT DATED MAY 1, 2021
Expense Limitation Agreement • June 17th, 2024 • Victory Portfolios II

(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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