0001193125-25-249983 Sample Contracts
AMENDMENT NO. 4Global Securities Lending Agency Agreement • October 24th, 2025 • Victory Portfolios II • New York
This AMENDMENT NO. 4 TO GLOBAL SECURITIES LENDING AGENCY AGREEMENT, dated as of June 12, 2025 is made between CITIBANK, N.A., a national banking organization (the “Agent”) and VICTORY PORTFOLIO, VICTORY VARIABLE INSURANCE FUNDS AND VICTORY PORTFOLIOS II (EACH A “Fund”), ON BEHALF OF THEIR RE- SPECTIVE SERIES PORTFOLIOS, INDIVIDUALLY AND NOT JOINTLY (“Lender”).
SUB-ADMINISTRATION AND SUB-FUND ACCOUNTING SERVICES AGREEMENTSub-Administration and Sub-Fund Accounting Services Agreement • October 24th, 2025 • Victory Portfolios II
THIS AMENDMENT No. 16 made as of June 10, 2025 (“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.
FUND ACCOUNTING AGREEMENTAdministration and Fund Accounting Agreement • October 24th, 2025 • Victory Portfolios II
AMENDMENT made as of May 20, 2025, 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
GLOBAL CUSTODIAL SERVICES AGREEMENTGlobal Custodial Services Agreement • October 24th, 2025 • Victory Portfolios II
THIS AMENDMENT made as of June 10, 2025 (“Amendment”) to that certain Global Custodial Services Agreement dated as of August 5, 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.
TO THE EXPENSE LIMITATION AGREEMENT DATED MAY 1, 2021Expense Limitation Agreement • October 24th, 2025 • Victory Portfolios II
(Maximum Operating Expense Limit excluding acquired fund fees and expenses and certain other items such as interest, taxes and brokerage commissions)
TRANSFER AGENCY SERVICES AGREEMENTTransfer Agency Services Agreement • October 24th, 2025 • Victory Portfolios II
THIS AMENDMENT made as of November 15, 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.
TRANSFER AGENCY SERVICES AGREEMENTTransfer Agency Services Agreement • October 24th, 2025 • Victory Portfolios II
THIS AMENDMENT No. 9 made as of June 10, 2025 (“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.