0001104659-13-029369 Sample Contracts

AMENDMENT No. 2 TO ADMINISTRATION AND FUND ACCOUNTING AGREEMENT
Administration and Fund Accounting Agreement • April 15th, 2013 • Victory Variable Insurance Funds

AMENDMENT made as of the 1st day of July 2012, to that certain Administration and Fund Accounting Agreement entered into as of July 1, 2006, as amended July 1, 2012, (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 SUB-ADMINISTRATION AND SUB-FUND ACCOUNTING AGREEMENT
Sub-Administration And • April 15th, 2013 • Victory Variable Insurance Funds

AMENDMENT made as of the 24th day of October, 2012, 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.

AMENDMENT TO SUB-ADMINISTRATION AND SUB-FUND ACCOUNTING AGREEMENT
Sub-Administration And • April 15th, 2013 • Victory Variable Insurance Funds

AMENDMENT made as of the 1st day of July, 2012, 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.

AMENDMENT TO TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • April 15th, 2013 • Victory Variable Insurance Funds

AMENDMENT made as of the 1st day of July 2012, between THE VICTORY VARIABLE INSURANCE FUNDS (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 them in the Agreement.

AMENDMENT TO ADMINISTRATION AND FUND ACCOUNTING AGREEMENT
Administration and Fund Accounting Agreement • April 15th, 2013 • Victory Variable Insurance Funds

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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