0001104659-09-013150 Sample Contracts

MUTUAL FUND CUSTODY AGREEMENT
Mutual Fund Custody Agreement • February 27th, 2009 • Victory Institutional Funds

THIS AGREEMENT is made as of July 1, 2008 by and between The Victory Institutional Funds, a Delaware business 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”).

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SUB-ADMINISTRATION AND SUB-FUND ACCOUNTING AGREEMENT
Sub-Administration and Sub-Fund Accounting Agreement • February 27th, 2009 • Victory Institutional Funds • Ohio

THIS SUB-ADMINISTRATION AND SUB-FUND ACCOUNTING AGREEMENT (the “Agreement”) is made as of October 9, 2007 and effective as of August 31, 2007 by and between CITI FUND SERVICES OHIO, INC. (“CITI”), an Ohio corporation, and VICTORY CAPITAL MANAGEMENT INC. (“VCM”), a New York corporation.

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