0001104659-09-068535 Sample Contracts

AMENDMENT TO ADMINISTRATION AND FUND ACCOUNTING AGREEMENT
Administration and Fund Accounting Agreement • December 4th, 2009 • Victory Portfolios

AMENDMENT made as of the 1st day of July, 2009, to that certain Administration and Fund Accounting Agreement entered into as of July 1, 2006 (the “Agreement”) 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. All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

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AMENDMENT TO TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • December 4th, 2009 • Victory Portfolios

AMENDMENT made as of the 1st day of July, 2009, between The Victory Portfolios (the “Trust”), and Citi Fund Services Ohio, Inc., formerly known as BISYS Fund Services Ohio, Inc. (“Citi”), to the Transfer Agency Agreement dated April 1,2002, between the Trust and Citi (as previously amended and in effect on the date hereof, the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

AMENDMENT TO SUB-ADMINISTRATION AND SUB-FUND ACCOUNTING AGREEMENT
Sub-Administration and Sub-Fund Accounting Agreement • December 4th, 2009 • Victory Portfolios

AMENDMENT made as of the 1st day of July. 2009, between Victory Capital Management Inc. (the “VCM”), and Citi Fund Services Ohio, Inc., formerly known as BISYS Fund Services Ohio, Inc. (“Citi”), to the Sub-Administration and Sub-Fund Accounting Agreement dated July 1, 2006, between VCM and Citi (as previously amended and in effect on the date hereof, the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

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