0001104659-16-100588 Sample Contracts

SECOND AMENDMENT TO THE MUTUAL FUND CUSTODY AGREEMENT
Fund Custody Agreement • February 26th, 2016 • Victory Portfolios

THIS AMENDMENT dated as of the 21st day of May, 2015, by and between The Victory Portfolios, a Delaware statutory trust (the “Trust”), which may issue one or more series of shares of beneficial interest (each a “Fund”), and KeyBank National Association, a bank chartered under the laws of the United States, having its principal office at 127 Public Square, Cleveland, Ohio 44114-1306 (the “Custodian”) is to the Mutual Fund Custody Agreement dated July 1, 2011 (as amended and in effect on the date hereof, the “Agreement”).

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The Victory Portfolios and Compass EMP Funds Trust Americas Global Window - Fee Agreement
Victory Portfolios • February 26th, 2016

This Fee Agreement should be read in conjunction with and consistent with the terms of the Global Custodial Services Agreement between The Victory Portfolios and Compass EMP Funds Trust and Citibank N.A. through its New York offices, dated August 19, 2015 and the terms of that agreement shall be deemed to apply to this Fee Agreement including the governing law specified in that agreement.

AMENDMENT TO SERVICES AGREEMENT
Services Agreement • February 26th, 2016 • Victory Portfolios

AMENDMENT made as of September 23, 2015, between Victory Capital Management Inc., (the “Client”) and Citi Fund Services Ohio, Inc. (formerly “BISYS Fund Services Ohio, Inc.”) (the “Service Provider”), to that certain Sub-Administration and Sub-Fund Accounting Agreement, dated July 1, 2006, between the Client and Service Provider (as amended and in effect on the date hereof, the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

AMENDMENT TO TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • February 26th, 2016 • Victory Portfolios

AMENDMENT made as of the 1st day of July 2015, between The Victory Portfolios (the “Trust”) and SunGard Investor Services LLC (“SunGard”), assignee of Citi Fund Services Ohio, Inc., formerly known as BISYS Fund Services Ohio, Inc. (“Citi”), to the Transfer Agency Agreement dated April 1, 2002, between the Trust and Citi (as previously amended and in effect on the date hereof, the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given them in the Agreement.

AMENDMENT TO THE MUTUAL FUND CUSTODY AGREEMENT
Custody Agreement • February 26th, 2016 • Victory Portfolios

THIS AMENDMENT dated as of the 7th day of May, 2015, by and between The Victory Portfolios, a Delaware statutory trust (the “Trust”), which may issue one or more series of shares of beneficial interest (each a “Fund”), and KeyBank National Association, a bank chartered under the laws of the United States, having its principal office at 127 Public Square, Cleveland, Ohio 44114-1306 (the “Custodian”) is to the Mutual Fund Custody Agreement dated July 1, 2011 (as amended and in effect on the date hereof, the “Agreement”).

AMENDMENT TO SERVICES AGREEMENT
Services Agreement • February 26th, 2016 • Victory Portfolios

AMENDMENT made as of June 30, 2015, between Victory Capital Management Inc., (the “Client”) and Citi Fund Services Ohio, Inc. (formerly “BISYS Fund Services Ohio, Inc.”) (the “Service Provider”), to that certain Sub-Administration and Sub-Fund Accounting Agreement, dated July 1, 2006, between the Client and Service Provider (as amended and in effect on the date hereof, the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

SCHEDULE I
Victory Portfolios • February 26th, 2016
AMENDMENT No. 4 TO ADMINISTRATION AGREEMENT and FUND ACCOUNTING AGREEMENT
Administration Agreement • February 26th, 2016 • Victory Portfolios

AMENDMENT made as of August 19th, 2015 to that certain to Administration and Fund Accounting Agreement entered into as of June 1, 2006, as amended (“Agreement”) by and between (i) The Victory Portfolios, The Victory Variable Insurance Funds, and Compass EMP Fund Trust, 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

AMENDMENT NO. 3 TO THE ADMINISTRATION AND FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • February 26th, 2016 • Victory Portfolios

AMENDMENT made as of May 21, 2015 to that certain to Administration and Fund Accounting Agreement entered into as of June 1, 2006, as amended (“Agreement”) by and between (i) The Victory Portfolios and The Victory Variable Insurance Funds, both Delaware statutory trusts (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.

AMENDMENT TO DISTRIBUTION AGREEMENT between VICTORY PORTFOLIOS and VICTORY CAPITAL ADVISERS, INC.
Distribution Agreement • February 26th, 2016 • Victory Portfolios

AMENDMENT made as of the 19th day of August, 2015, between Victory Portfolios (the “Trust”) and Victory Capital Advisers, Inc. (“VCA”), to the Distribution Agreement dated August 1, 2013, between the Trust and VCA (as may have been previously amended and in effect on the date hereof, the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given them in the Agreement.

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