0001683863-24-005274 Sample Contracts

SUB-ADMINISTRATION AND SUB-FUND ACCOUNTING SERVICES AGREEMENT
Sub-Administration and Sub-Fund Accounting Services Agreement • September 18th, 2024 • Victory Portfolios II

THIS AMENDMENT No. made as of June 25, 2024 (“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”) 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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SECOND AMENDMENT TO
Etf Distribution Agreement • September 18th, 2024 • Victory Portfolios II • Delaware

This second amendment (“Amendment”) to the ETF Distribution Agreement (the “Agreement”) dated as of December 6, 2022, by and between Victory Portfolios II and Foreside Fund Services (together, the “Parties”) is effective as of November 15, 2023.

TRANSFER AGENCY SERVICES AGREEMENT
Transfer Agency Services Agreement • September 18th, 2024 • Victory Portfolios II

THIS AMENDMENT made as of June 20, 2024 (“Amendment”) to that certain Transfer Agency Services Agreement dated as of February 27, 2017 (as amended and in effect as of the date hereof, “Agreement”), by and between (i) Victory Portfolios II, a Delaware Statutory Trust (the “Client”) on behalf of its separate series that are exchange-traded funds (“ETFs”) severally and not jointly (each a “Fund” and collectively the “Client”) and (ii) Citibank, N.A. (“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.

THIRD AMENDMENT TO
Etf Distribution Agreement • September 18th, 2024 • Victory Portfolios II • Delaware

This third amendment (“Amendment”) to the ETF Distribution Agreement (the “Agreement”) dated as of December 6, 2022, by and between Victory Portfolios II and Foreside Fund Services (together, the “Parties”) is effective as of May 6, 2024.

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