Victory Portfolios Sample Contracts

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INVESTMENT ADVISORY AGREEMENT BETWEEN THE VICTORY PORTFOLIOS AND VICTORY CAPITAL MANAGEMENT INC.
Investment Advisory Agreement • December 30th, 2014 • Victory Portfolios • Delaware
EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • February 23rd, 2001 • Victory Portfolios
AMENDMENT To
Transfer Agency and Service Agreement • February 23rd, 2001 • Victory Portfolios
ADDENDUM TO
Investment Advisory Agreement • March 1st, 2002 • Victory Portfolios
DISTRIBUTION AGREEMENT between THE VICTORY PORTFOLIOS and BISYS FUND SERVICES LIMITED PARTNERSHIP
Distribution Agreement • December 27th, 2002 • Victory Portfolios • New York
DISTRIBUTION AGREEMENT between THE VICTORY PORTFOLIOS and VICTORY CAPITAL ADVISERS, INC.
Distribution Agreement • December 27th, 2005 • Victory Portfolios • New York
INVESTMENT SUBADVISORY AGREEMENT BETWEEN KEY ASSET MANAGEMENT INC. AND LAKEFRONT CAPITAL INVESTORS, INC.
Investment Subadvisory Agreement • December 12th, 1997 • Victory Portfolios • Ohio
ARTICLE II APPOINTMENT OF CUSTODIAN; ACCOUNTS; REPRESENTATIONS AND WARRANTIES
Global Custody Agreement • June 1st, 2000 • Victory Portfolios • New York
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C-22 2 SHAREHOLDER SERVICING AGREEMENT
Victory Portfolios • December 28th, 1995 • Ohio
INVESTMENT ADVISORY AGREEMENT between THE VICTORY PORTFOLIOS and VICTORY CAPITAL MANAGEMENT INC.
Investment Advisory Agreement • October 15th, 2013 • Victory Portfolios • Delaware

AGREEMENT made as of the 1st day of August, 2013, by and between The Victory Portfolios (the “Trust”), a Delaware statutory trust which may issue one or more series of shares of beneficial interest, and Victory Capital Management Inc., a New York corporation (the “Adviser”).

DISTRIBUTION AGREEMENT between THE VICTORY PORTFOLIOS and VICTORY CAPITAL ADVISERS, INC.
Distribution Agreement • October 15th, 2013 • Victory Portfolios • Delaware

This DISTRIBUTION AGREEMENT is made as of this 1st day of August, 2013 between The Victory Portfolios, a Delaware statutory trust (herein called the “Trust”), and Victory Capital Advisers, Inc., a Delaware corporation (herein called the “Distributor”).

SCHEDULE 1 TO THE AMENDED AND RESTATED MUTUAL FUND CUSTODY AGREEMENT DATED AUGUST 1, 1996 BETWEEN THE VICTORY PORTFOLIOS AND KEY TRUST COMPANY OF OHIO, INC. Amended as of December 11, 1998
Victory Portfolios • June 17th, 1999

Victory Balanced Fund Victory Federal Money Market Class A Shares Investor Shares Class B Shares Select Shares Victory Diversified Stock Fund Victory Convertible Securities Fund Class A Shares Victory LifeChoice Conservative Investor Fund Class B Shares Victory LifeChoice Growth Investor Fund Victory Government Mortgage Fund Victory LifeChoice Moderate Investor Fund Victory Growth Fund Victory Maine Municipal Bond Fund Victory Financial Reserves Fund (Intermediate) Victory Fund for Income Victory Maine Municipal Bond Fund Victory Institutional Money Market Fund (Short-Intermediate) Investor Shares Victory Michigan Municipal Bond Fund Select Shares Victory Equity Income Fund Victory Intermediate Income Fund Victory National Municipal Bond Fund (Long) Victory International Growth Fund Victory National Municipal Bond Fund Class A Shares (Short-Intermediate) Class B Shares Victory Established Value Fund Victory Investment Quality Bond Fund Victory Gradison Government Fund Victory Lakefront

MUTUAL FUND CUSTODY AGREEMENT
Mutual Fund Custody Agreement • December 22nd, 2011 • Victory Portfolios

THIS AGREEMENT is made as of July 1, 2011 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”).

PORTFOLIO MANAGEMENT AGREEMENT between VICTORY CAPITAL MANAGEMENT INC. and TEMPLETON INVESTMENT COUNSEL, INC.
Portfolio Management Agreement • December 27th, 2002 • Victory Portfolios • New York
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