Ex-99.h(12)


                               Amendment No. 1 to
                       Securities Lending Agency Agreement


            This Amendment No. 1 (this "Amendment") is made as of March 31, 2001
by and among KeyBank National Association ("KBNA" or the "Agent"), The Victory
Portfolios ("VP") and The Victory Variable Insurance Funds ("VVIF") (VP and VVIF
are each referred to as a "Principal") and Key Asset Management Inc. (the
"Adviser").

            WHEREAS, the Agent, VP and the Adviser entered into a Securities
Lending Agency Agreement, dated as of August 28, 1997 (the "Agreement"), which
Agreement erroneously designated the name of VP as "The Victory Funds;";

            WHEREAS, KBNA is the successor by merger, effective December 29,
2000, to Key Trust Company of Ohio N.A. as "Agent" under the Agreement; and

            WHEREAS, the Board of Trustees of VP has approved modifications to
the Agreement to reduce the Agent's compensation and to reflect the
reorganization of several of the Funds (as defined in the Agreement) and to
reflect the deletion or addition of certain Funds from Exhibit A to the
Agreement;

            WHEREAS, the Board of Trustees of VVIF, on behalf of each series
fund set forth on Exhibit A hereto below the name of VVIF (each a "Fund" and
collectively, with the series funds set forth below the name of VP, the "Funds")
individually and not jointly have adopted Securities Lending Guidelines in the
form attached hereto as Exhibit B, pursuant to which each Fund listed under the
name of VVIF on Exhibit A may participate in the securities lending program
established pursuant to the Agreement as modified by this Amendment, and
pursuant to such action VVIF desires to join the Agreement as an additional
Principal;

            WHEREAS, the parties desire to amend the Agreement to reflect such
modifications and to memorialize the new compensation schedule, which has been
in effect since March 1, 2000.

            NOW THEREFORE, for valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

            1. Definitions. All capitalized terms not otherwise defined in this
Amendment shall have the meaning set forth in the Agreement.

            2. Joinder by VVIF. VVIF, on behalf of each Fund listed below the
name of VVIF on Exhibit A, individually and not jointly, hereby agrees to the
terms of the Agreement and this Amendment and agrees to join the Agreement and
undertake the duties of, and be subject to the liabilities of, a Principal.


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            3. Reduction of Agent's Compensation. In the fourth line of
Paragraph 9 of the Agreement, the words "forty percent (40%)" are hereby amended
to read "thirty percent (30%)". The foregoing change is retroactively effective
as of March 1, 2000, in accordance with an oral modification of the agreement by
the parties.

            4. Exhibits A and B. Exhibit A to the Agreement is hereby deleted
and replaced with Exhibit A, attached hereto, to reflect reorganizations of the
Funds which have occurred since inception of the Agreement. Exhibit B to the
Agreement is hereby deleted and replaced with Exhibit B, attached hereto, to
reflect the addition of VVIF as an additional Principal to the Agreement and to
reflect changes in the Board Policy since the date of the Agreement.

            5. Miscellaneous. Except as expressly modified by this Amendment,
all terms, conditions and provisions of the Agreement shall remain in full force
and effect.

            IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their duly authorized officers as of the date set forth above.


THE VICTORY PORTFOLIOS,                    THE VICTORY VARIABLE INSURANCE
-----------------------                    -------------------------------

individually and not jointly, as           FUNDS, individually and not jointly,
Principal, on behalf of the Funds          as Principal, on behalf of the Funds
set forth on Exhibit A below its           set forth on Exhibit A below its
name, individually and not jointly         name, individually and not jointly



By: /s/ Darin J. Dugenske                  By: /s/ Darin J. Dugenske
   -----------------------------              --------------------------------
Title: Secretary                           Title: Secretary
      --------------------------                 -----------------------------
Address:  3435 Stelzer Road                Address:  3435 Stelzer Road
          Columbus, Ohio 43219                       Columbus, Ohio 43219




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THE AGENT                                 THE ADVISER
---------                                 -----------

KEYBANK NATIONAL ASSOCIATION        KEY ASSET MANAGEMENT INC.



By: /s/ William R. Allen                 By: /s/ Kathleen A. Dennis
   -------------------------------          -------------------------------
Title: Senior Vice President             Title: Senior Managing Director
      ----------------------------             ----------------------------
Address:  127 Public Square              Address:   127 Public Square
          Cleveland, Ohio 44114                     Cleveland, Ohio 44114




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                                                                       Exhibit A
                                                                       ---------


                                      FUNDS
                                      -----


The Victory Portfolios
----------------------

   Balanced Fund
   Diversified Stock Fund
   Established Value Fund
   Focused Growth Fund
   Growth Fund
   Intermediate Income Fund
   Small Company Opportunity Fund
   Special Value Fund
   Stock Index Fund
   Value Fund


The Victory Variable Insurance Funds
------------------------------------

   Diversified Stock Fund
   Small Company Opportunity Fund

Revised     December 10, 2003





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