AMENDMENT No. 21 to
ADMINISTRATION
AGREEMENT
and
FUND ACCOUNTING AGREEMENT
AMENDMENT made as of August 26, 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
WHEREAS, VCM and the Trusts wish to enter into this Amendment to the Agreement to
(1) update Schedule D to revise the list of Funds.
NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter contained and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be legally bound, VCM and the Trusts hereby agree as follows:
1.For ease of reference, the term “Trust” as used singularly throughout the Agreement shall be read to refer to the multiple Trusts that are party to the Agreement from time to time, as the context requires.
2.Schedule C to the Agreement is deleted in its entirety and replaced by the new schedule C attached hereto.
3.Schedule D to the Agreement is deleted in its entirety and replaced by the new Schedule D attached hereto.
4.Except as set forth in this Amendment, the Agreement is unaffected and shall continue in full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed all as of the day and year first above written.
1
VICTORY PORTFOLIOS, on behalf of each Fund listed on Schedule D, individually and not jointly
By: /S/ THOMAS DUSENBERRY
Name: Thomas Dusenberry
Title: President
VICTORY VARIABLE INSURANCE FUNDS,
on behalf of each Fund listed on Schedule D, individually and not jointly
By: /S/ THOMAS DUSENBERRY
Name: Thomas Dusenberry
Title: President
VICTORY PORTFOLIOS II, on behalf of each Fund listed on Schedule D, individually and not jointly
By: /S/ THOMAS DUSENBERRY
Name: Thomas Dusenberry
Title: President
VICTORY CAPITAL MANAGEMENT INC.
By: /S/ MICHAEL D. POLICARPO
Name: Michael D. Policarpo
Title: President, Chief Financial Officer and
Chief Administrative Officer
2
SCHEDULE C
to the ADMINISTRATION AGREEMENT and FUND ACCOUNTING AGREEMENT
FEES
The Trust shall pay VCM on the first business day of each month, or at such time(s) as VCM shall request and the parties shall agree the following fees for the services described in Schedules A and B at the annual rates set forth below. For these purposes, the rate at which the asset-based fees are applied is determined by aggregating the assets of all Funds together. The fees are accrued daily and paid monthly.
Asset-Based Fees
0.08% (8 basis points) of the first $15 billion in aggregate net assets of all Funds; plus
0.05% (5 basis points) of aggregate net assets of all Funds from $15 billion to $30 billion; plus
0.04% (4 basis points) of aggregate net assets of all Funds from $30 billion to $85 billion; plus
0.03% (3 basis points) of aggregate net assets of all Funds in excess of $85 billion.
D-1
SCHEDULE D
TO THE ADMINISTRATION AND FUND ACCOUNTING AGREEMENT BETWEEN VCM, VICTORY PORTFOLIOS, VICTORY PORTFOLIOS II AND VICTORY VARIABLE INSURANCE FUNDS
Victory Portfolios
Victory Diversified Stock Fund
Victory Floating Rate Fund
Victory Global Energy Transition Fund
Victory High Income Municipal Bond Fund
Victory High Yield Fund
Victory Fund for Income
Victory Investment Grade Convertible Fund
Victory Low Duration Bond Fund
Victory Core Bond Fund
Victory Integrity Discovery Fund
Victory Integrity Mid-Cap Value Fund
Victory Integrity Small/Mid-Cap Value Fund
Victory Integrity Small-Cap Value Fund
Victory Munder Mid-Cap Core Growth Fund
Victory Munder Multi-Cap Fund
Victory RS Global Fund
Victory RS Growth Fund
Victory RS International Fund
Victory RS Investors Fund
Victory RS Large Cap Alpha Fund
Victory RS Mid Cap Growth Fund
Victory RS Partners Fund
Victory RS Science and Technology Fund
Victory RS Select Growth Fund
Victory RS Small Cap Growth Fund
Victory RS Value Fund
Victory S&P 500 Index Fund
Victory Sycamore Established Value Fund
Victory Sycamore Small Company Opportunity Fund
Victory Tax-Exempt Fund
Victory Trivalent International Fund- Core Equity
Victory Trivalent International Small-Cap Fund
D-2
Victory Variable Insurance Funds
Victory High Yield VIP Series** Victory RS International VIP Series**
Victory RS Small Cap Growth Equity VIP Series** Victory 500 Index VIP Series**
Victory Portfolios II Mutual Funds
Victory Market Neutral Income Fund
Victory Portfolios II ETFs
VictoryShares Dividend Accelerator ETF
VictoryShares International Volatility Wtd ETF VictoryShares Core Intermediate Bond ETF VictoryShares Short-Term Bond ETF
VictoryShares Emerging Markets Value Momentum ETF VictoryShares International Value Momentum ETF VictoryShares US Small Mid Cap Value Momentum ETF VictoryShares US Value Momentum ETF
VictoryShares US 500 Enhanced Volatility Wtd ETF VictoryShares US 500 Volatility Wtd ETF VictoryShares US EQ Income Enhanced Volatility Wtd ETF VictoryShares US Large Cap High Div Volatility Wtd ETF VictoryShares US Multi-Factor Minimum Volatility ETF VictoryShares US Small Cap High Div Volatility Wtd ETF
VictoryShares Core Plus Intermediate Bond ETF VictoryShares Corporate Bond ETF VictoryShares WestEnd U.S. Sector ETF VictoryShares Free Cash Flow ETF VictoryShares Small Cap Free Cash Flow ETF VictoryShares WestEnd Global Equity ETF VictoryShares WestEnd Dynamic Equity ETF* VictoryShares WestEnd Economic Cycle Bond ETF VictoryShares Hedged Equity Income ETF VictoryShares Free Cash Flow ETF VictoryShares International Free Cash Flow ETF VictoryShares International Free Cash Flow Growth ETF VictoryShares Pioneer Asset-Based Income ETF
* Pending Launch - TBD
**Pending Liquidation on August 28, 2025
D-3
