Ex-99.h(13)


                               Amendment No. 2 to
                       Securities Lending Agency Agreement


            This Amendment No. 2 (the  "Amendment") is made as of February 10,
2005 by and among  KeyBank  National  Association  ("KeyBank" or the "Agent"),
The Victory  Portfolios  ("VP"), The Victory Variable Insurance Funds ("VVIF")
and The  Victory  Institutional  Funds  ("VIF")  (VP,  VVIF  and VIF are  each
referred to as a "Principal") and Victory Capital  Management Inc.  (formerly,
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");

            WHEREAS, the Agent, VP, VVIF and the Adviser entered into Amendment
No. 1 to the Agreement on March 31, 2001;

            WHEREAS, on February 10, 2005, the Boards of Trustees of VP and VVIF
approved the continued participation of VP and VVIF in the securities lending
program with KeyBank as the securities lending agent;

            WHEREAS, the Board of Trustees of VIF, on behalf of each series fund
set forth on Exhibit A hereto below the name of VIF (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 VIF on Exhibit A may participate in the securities lending program
established pursuant to the Agreement as modified by Amendment No. 1 and this
Amendment, and pursuant to such action VIF desires to join the Agreement as an
additional Principal; and

            WHEREAS, the parties desire to amend the Agreement, as amended by
Amendment No. 1, to reflect VIF's participation in the securities lending
program and to revised the list of VP and VVIF Funds eligible to participate in
the program;

            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, as amended.

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

            4. Exhibit A . Exhibit A to the Amendment No. 1 is hereby deleted
and replaced with Exhibit A, attached hereto, to reflect the addition of VIF as
an additional Principal



to the Agreement and the VP and VVIF Funds eligible to participate in the
securities lending program.

            5. Miscellaneous. Except as expressly modified by this Amendment,
all terms, conditions and provisions of the Agreement, as amended, 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, individually    THE VICTORY VARIABLE INSURANCE FUNDS,
not jointly, as Principal, on behalf    individually and not jointly, as
of the Funds set forth on Exhibit A     Principal, on  of the Funds set forth
below its name, individually set forth  on Exhibit A below its name, and not
individually and not jointly            jointly


By:      _____________________________   By:      _____________________________
Title:   _____________________________   Title:   _____________________________
Address: _____________________________   Address: _____________________________

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


By:      _____________________________
Title:   _____________________________
Address: _____________________________




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

KEYBANK NATIONAL ASSOCIATION        VICTORY CAPITAL MANAGEMENT
INC.

By:  ___________________________          By:  ___________________________
Title:  _________________________         Title:  _________________________
Address:  ______________________          Address:  ______________________





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                                                                       Exhibit A
                                                                       ---------

                                      FUNDS
                                      -----


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

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


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

   Diversified Stock Fund


The Victory Institutional Fund
------------------------------

   Institutional Diversified Stock Fund

Revised     February 10, 2005






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