0001104659-06-082890 Sample Contracts

AMENDMENT TO THE MUTUAL FUND CUSTODY AGREEMENT
Mutual Fund Custody Agreement • December 20th, 2006 • Victory Portfolios

AMENDMENT made as of July 1, 2006, between The Victory Portfolios (the “Trust”), a Delaware statutory trust, having its principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219, on behalf of its Funds, and KeyBank National Association (the successor to Key Trust of Ohio, N. A.), a bank chartered under the laws of the United States, having its principal office at 127 Public Square, Cleveland, Ohio 44114-1306 (the “Custodian”) to the Mutual Fund Custody Agreement dated October 16, 1998 (as amended and in effect on the date hereof, the “Agreement”).

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AMENDMENT TO TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • December 20th, 2006 • Victory Portfolios

This Amendment (the “Amendment”) dated as of July 1, 2006 amends the Transfer Agency Agreement dated April 1, 2002 between BISYS Fund Services Ohio, Inc. (“BISYS”) and The Victory Portfolios (as amended, the “Agreement”).

SUB-ADMINISTRATION AND SUB-FUND ACCOUNTING AGREEMENT
Sub-Administration and Sub-Fund Accounting Agreement • December 20th, 2006 • Victory Portfolios • Ohio

THIS SUB-ADMINISTRATION AND SUB-FUND ACCOUNTING AGREEMENT (the “Agreement”) is made as of July 1, 2006, by and between BISYS FUND SERVICES OHIO, INC. (“BISYS”), an Ohio corporation, and VICTORY CAPITAL MANAGEMENT INC. (“VCM”), a New York corporation.

ADMINISTRATION AND FUND ACCOUNTING AGREEMENT
Administration and Fund Accounting Agreement • December 20th, 2006 • Victory Portfolios • Ohio

THIS ADMINISTRATION AND FUND ACCOUNTING AGREEMENT (the “Agreement”) is made as of July 1, 2006, 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.

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