0001683863-22-006657 Sample Contracts

AMENDMENT NO.10 TO
Services Agreement • October 6th, 2022 • Victory Portfolios II

THIS AMENDMENT made as of June 29, 2022 ("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"), by and 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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THE MASTER GLOBAL CUSTODIAL SERVICES AGREEMENT
Master Global Custodial Services Agreement • October 6th, 2022 • Victory Portfolios II • New York

This Amendment and Joinder is made on August 30, 2022 (“Amendment”) by and between, severally and not jointly, (i) Victory Portfolios, Victory Portfolios II, and Victory Variable Insurance Funds, each a Delaware Statutory Trust (each, a “Trust”) on behalf of each Fund listed underneath the name of that Trust, 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 global custodian through its offices located in New York (“Custodian”).

TO THE EXPENSE LIMITATION AGREEMENT DATED MAY 1, 2021
Expense Limitation Agreement • October 6th, 2022 • Victory Portfolios II

(Maximum Operating Expense Limit excluding acquired fund fees and expenses and certain other items such as interest, taxes and brokerage commissions)

FUND ACCOUNTING AGREEMENT
Agreement • October 6th, 2022 • Victory Portfolios II

AMENDMENT made as of May 24, 2022 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

FIRST AMENDMENT TO NOVATED ETF DISTRIBUTION AGREEMENT
Novated Etf Distribution Agreement • October 6th, 2022 • Victory Portfolios II

This first amendment (the “Amendment”) to the novated ETF distribution agreement effective as of September 30, 2021 (the “Agreement”), by and between Victory Portfolios II (“Fund Company”) and Foreside Fund Services, LLC (together with Fund Company, the “Parties”), is effective as of November 30, 2021 (the “Effective Date”).

SECOND AMENDMENT TO NOVATED ETF DISTRIBUTION AGREEMENT
Novated Etf Distribution Agreement • October 6th, 2022 • Victory Portfolios II

This second 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 August 30, 2022.

FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • October 6th, 2022 • Victory Portfolios II

AMENDMENT made as of August 30, 2022, 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

AMENDMENT NO. 4
Transfer Agency Services Agreement • October 6th, 2022 • Victory Portfolios II

THIS AMENDMENT made as of August 30, 2022 ("Amendment") amends that certain Transfer Agency Services Agreement dated as of February 27, 2017 ("Agreement"), by and between Victory Portfolios II, a statutory trust organized under the laws of Delaware (the "Client"), on behalf of its separate series that are exchange-traded funds ("ETFs"), individually, and not jointly (each, a "Fund" and together with all other series subsequently established by the Client as contemplated in this Agreement, the "Funds"), and Citibank, N.A., ("Service Provider,", and together with the Client, the "Parties"). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

AMENDMENT NO.11 TO
Services Agreement • October 6th, 2022 • Victory Portfolios II

THIS AMENDMENT made as of August 30, 2022 ("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"), by and 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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