TRANSFER AGENCY AND SERVICE AGREEMENT

between

The Victory Portfolios
on Behalf of Various Funds
Listed on Schedule A
Individually and Not Jointly

and

STATE STREET BANK AND TRUST COMPANY

TABLE OF CONTENTS

Page
----

Article 1 Terms of Appointment; Duties of the Bank......................

Article 2 Fees and Expenses.............................................

Article 3 Representations and Warranties of the Bank....................

Article 4 Representations and Warranties of the Company.................

Article 5 Data Access and Proprietary Information.......................

Article 6 Indemnification...............................................

Article 7 Standard of Care..............................................

Article 8 Covenants of the Company and the Bank.........................

Article 9 Termination of Agreement......................................

Article 10 Assignment....................................................

Article 11 Amendment.....................................................

Article 12 Massachusetts Law to Apply....................................

Article 13 Force Majeure.................................................

Article 14 Consequential Damages.........................................

Article 15 Merger of Agreement...........................................

Article 16 Counterparts..................................................

Article 17 Multiple Funds................................................

Article 18 Limitation of Liability.......................................

Article 19 Arbitration...................................................

TRANSFER AGENCY AND SERVICE AGREEMENT
-------------------------------------

AGREEMENT made as of the 12th day of July, 1996 by and between THE VICTORY
PORTFOLIOS, a Delaware business trust, having its principal office and place of
business at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx (the "Company"), on behalf of the
individual Funds listed on Schedule A, individually and not jointly, (each a
"Fund" and collectively, the "Funds"), and STATE STREET BANK AND TRUST COMPANY,
a Massachusetts trust company having its principal office and place of business
at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 ("the Bank").

WHEREAS, the Company is a series Fund registered as an investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and

WHEREAS, the Fund desires to appoint the Bank as its transfer agent,
dividend disbursing agent, custodian of certain retirement plans and agent in
connection with certain other activities, and the Bank desires to accept such
appointment;

NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:

Article 1 Terms of Appointment; Duties of the Bank
----------------------------------------

1.01 Subject to the terms and conditions set forth in this Agreement,
the Company, on behalf of each Fund, individually

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and not jointly, hereby employs and appoints the Bank to act as, and the Bank
agrees to act as its transfer agent for the Fund's authorized and issued shares
of beneficial interest, (the "Shares"), dividend disbursing agent, custodian of
certain retirement plans and agent in connection with any accumulation,
open-account or similar plans provided to the shareholders of each Fund (the
"Shareholders") and set out in the currently effective prospectus and statement
of additional information ("prospectus") of each Fund, including without
limitation any periodic investment plan or periodic withdrawal program.

1.02 The Bank agrees that it will perform the following services:

(a) In accordance with procedures established from time to time by
agreement between the Company and the Bank, the Bank shall:

(i) Receive for acceptance, orders for the purchase of Shares,
and promptly deliver payment and appropriate documentation
thereof to the Custodian of each Fund authorized pursuant to
the Trust Instrument of the Company (the "Custodian");

(ii) Pursuant to purchase orders, issue the appropriate number of
Shares and hold such Shares in the appropriate Shareholder
account;

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(iii) Receive for acceptance redemption requests and redemp tion
directions and deliver the appropriate documentation thereof
to the Custodian;

(iv) In respect to the transactions in items (i), (ii) and (iii)
above, the Bank shall execute transactions directly with
broker-dealers authorized by each Fund who shall thereby be
deemed to be acting on behalf of the Fund;

(v) At the appropriate time as and when it receives monies paid
to it by the Custodian with respect to any redemption, pay
over or cause to be paid over in the appropriate manner such
monies as instructed by the redeeming Shareholders;

(vi) Effect transfers of Shares by the registered owners thereof
upon receipt of appropriate instructions;

(vii) Prepare and transmit payments for dividends and
distributions declared by each Fund;

(viii) Issue replacement certificates for those certificates
alleged to have been lost, stolen or destroyed upon receipt
by the Bank of indemnification satisfactory to the Bank and
protecting the Bank and the Funds, and the Bank at its
option, may issue replacement certificates in place of
mutilated stock certificates upon presentation thereof and
without such indemnity;

(ix) Maintain records of account for and advise each Fund and its
shareholders as to the foregoing; and

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(x) Record the issuance of shares of each Fund and maintain
pursuant to SEC Rule 17Ad-10(e) a record of the total number
of shares of the Funds that are authorized, based upon data
provided to it by the Funds, and issued and outstanding. The
Bank shall also provide each Fund on a regular basis with
the total number of shares which are authorized and issued
and outstanding and shall have no obligation, when recording
the issuance of shares, to monitor the issuance of such
shares or to take cognizance of any laws relating to the
issue or sale of such shares, which functions shall be the
sole responsibility of the Funds.

(b) In addition to and neither in lieu nor in contravention of the
services set forth in the above paragraph (a), the Bank shall: (i) perform the
customary services of a transfer agent, dividend disbursing agent, custodian of
certain retirement plans and, as relevant, agent in connection with
accumulation, openaccount or similar plans (including without limitation any
periodic investment plan or periodic withdrawal program), including but not
limited to: maintaining all Shareholder accounts, preparing Shareholder meeting
lists, mailing proxies, mailing Shareholder reports and prospectuses to current
Shareholders, withholding taxes on U.S. resident and non-resident alien
accounts, preparing and filing U.S. Treasury Department Forms 1099 and other
appropriate forms required with respect to dividends and distributions by
federal authorities for all Shareholders, preparing and mailing

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confirmation forms and statements of account to Shareholders for all purchases
and redemptions of Shares and other confirmable transactions in Shareholder
accounts, preparing and mailing activity statements for Shareholders, and
providing Shareholder account information and (ii) provide a system which will
enable the Fund to monitor the total number of Shares sold in each State.

(c) In addition, the Funds shall (i) identify to the Bank in writing
those transactions and assets to be treated as exempt from blue sky reporting
for each State and (ii) verify the establishment of transactions for each State
on the system prior to activation and thereafter monitor the daily activity for
each State.

(d) Procedures as to who shall provide certain of these services in
Article 1 may be established from time to time by agreement between the Company
and the Bank per the attached service responsibility schedule, established and
amended from time to time by written agreement between the Company, on behalf of
each affected Fund, and the Bank. By agreement, the Bank may at times perform
only a portion of these services and the Funds or their agent may perform these
services on the Funds' behalf.

(e) The Bank shall provide additional services on behalf of each Fund
(i.e., escheatment services) that may be agreed upon in writing between the
Company and the Bank.

(f) The Bank will not accept third-party checks in payment of the
Shares.

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Article 2 Fees and Expenses
-----------------

2.01 For the performance by the Bank pursuant to this Agreement, each
Fund agrees to pay the Bank an annual maintenance fee for each shareholder
account as set out in the initial fee schedule attached hereto. Such fees and
out-of-pocket expenses and advances identified under Section 2.02 below may be
changed from time to time subject to mutual written agreement between the
Company and the Bank.

2.02 In addition to the fee paid under Section 2.01 above, each Fund
agrees to reimburse the Bank for out-of-pocket expenses, including but not
limited to confirmation production, postage, forms, telephone, microfilm,
microfiche, tabulation proxies, records storage, or advances incurred by the
Bank for the items set out in the fee schedule attached hereto. In addition, any
other expenses incurred by the Bank at the request or with the consent of the
Company will be reimbursed by the affected Fund. The parties agree that the
initial fee schedule attached hereto will remain in effect for at least two
years from the effective date of this Agreement.

2.03 Each Fund agrees to pay all fees and reimbursable expenses within
30 days following the receipt of the respective billing notice. Postage for
mailing of dividends, proxies, Fund reports and other mailings to all
shareholder accounts shall be advanced to the Bank by the Fund at least seven
(7) days prior to the mailing date of such materials.

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Article 3 Representations and Warranties of the Bank
------------------------------------------

The Bank represents and warrants to the Fund that:

3.01 It is a trust company duly organized and existing and in good
standing under the laws of the Commonwealth of Massachusetts.

3.02 It is duly qualified to carry on its business in the Commonwealth
of Massachusetts.

3.03 It is empowered under applicable laws and by its Charter and
By-Laws to enter into and perform this Agreement.

3.04 All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement.

3.05 It and any sub-transfer agent has and will continue to have access
to the necessary facilities, equipment and personnel to perform its duties and
obligations under this Agreement.

3.06 It and any sub-transfer agent has and will continue to be
registered as a transfer agent with the appropriate regulatory agency and to the
extent necessary with any appropriate state regulator.

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Article 4 Representations and Warranties of the Company
---------------------------------------------

The Company represents and warrants to the Bank that:

4.01 It is a business trust duly organized and existing and in good
standing under the laws of the State of Delaware.

4.02 It is empowered under applicable laws and by its Trust Instrument
and By-Laws to enter into and perform this Agreement.

4.03 All corporate proceedings required by the Trust Instrument and
By-Laws have been taken to authorize it to enter into and perform this
Agreement.

4.04 It is an open-end, management investment company registered under
the Investment Company Act of 1940, as amended.

4.05 A registration statement under the Securities Act of 1933, as
amended is currently effective and will remain effective, and appropriate state
securities law filings have been made and will continue to be made, with respect
to all Shares of each Fund being offered for sale.

Article 5 Data Access and Proprietary Information
---------------------------------------

5.01 Each Fund acknowledges that the data bases, computer programs,
screen formats, report formats, interactive design techniques, and documentation
manuals furnished to each Fund by the

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Bank as part of the Funds' ability to access certain Fund-related data
("Customer Data") maintained by the Bank on data bases under the control and
ownership of the Bank or other third party ("Data Access Services") constitute
copyrighted, trade secret, or other proprietary information
(collectively,"Proprietary Information") of substantial value to the Bank or
other third party. In no event shall Proprietary Information be deemed Customer
Data. Each Fund agrees to treat all Proprietary Information as proprietary to
the Bank and further agrees that it shall not divulge any Proprietary
Information to any person or organization except as may be provided hereunder.
Without limiting the foregoing, each Fund agrees for itself and its employees
and agents:

(a) to access Customer Data solely from locations as may be designated
in writing by the Bank and solely in accordance with the Bank's applicable user
documentation;

(b) to refrain from copying or duplicating in any way the Proprietary
Information;

(c) to refrain from obtaining unauthorized access to any portion of the
Proprietary Information, and if such access is inadvertently obtained, to inform
in a timely manner of such fact and dispose of such information in accordance
with the Bank's instructions;

(d) to refrain from causing or allowing third-party

- 9 -

data acquired hereunder from being retransmitted to any other computer facility
or other location, except with the prior written consent of the Bank;

(e) that each Fund shall have access only to those authorized
transactions agreed upon by the parties;

(f) to honor all reasonable written requests made by the Bank to
protect at the Bank's expense the rights of the Bank in Proprietary Information
at common law, under federal copyright law and under other federal or state law.

Each party shall take reasonable efforts to advise its employees of
their obligations pursuant to this Article 5. The obligations of this Article
shall survive any earlier termination of this Agreement.

5.02 If the Company notifies the Bank that any of the Data Access
Services do not operate in material compliance with the most recently issued
user documentation for such services, the Bank shall endeavor in a timely manner
to correct such failure. Organizations from which the Bank may obtain certain
data included in the Data Access Services are solely responsible for the
contents of such data and each Fund agrees to make no claim against the Bank
arising out of the contents of such third-party data, including, but not limited
to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND
SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH

- 10 -

ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL
WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO,
THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

5.03 If the transactions available to the Funds include the ability to
originate electronic instructions to the Bank in order to (i) effect the
transfer or movement of cash or Shares or (ii) transmit Shareholder information
or other information (such transactions constituting a "COEFI"), then in such
event the Bank shall be entitled to rely on the validity and authenticity of
such instruction without undertaking any further inquiry as long as such
instruction is undertaken in conformity with security procedures established by
the Bank from time to time.

Article 6 Indemnification
---------------

6.01 The Bank shall not be responsible for, and each Fund, individually
and not jointly, shall indemnify and hold the Bank harmless from and against,
any and all losses, damages, costs, charges, counsel fees, payments, expenses
and liability arising out of or attributable to:

(a) All actions of the Bank or its agent or subcontractors required to
be taken pursuant to this Agreement, provided that such actions are taken in
good faith and without negligence or willful misconduct.

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(b) The Fund's lack of good faith, negligence or willful misconduct
which arise out of the breach of any representation or warranty of the Fund
hereunder.

(c) The reliance on or use by the Bank or its agents or subcontractors
of information, records, documents or services which (i) are received by the
Bank or its agents or subcontractors, and (ii) have been prepared, maintained or
performed by the Fund or any other person or firm on behalf of the Fund
including but not limited to any previous transfer agent or registrar.

(d) The reliance on, or the carrying out by the Bank or its agents or
subcontractors of any instructions or requests of the Fund.

(e) The offer or sale of Shares in violation of any requirement under
the federal securities laws or regulations or the securities laws or regulations
of any state that such Shares be registered in such state or in violation of any
stop order or other determination or ruling by any federal agency or any state
with respect to the offer or sale of such Shares in such state.

6.02 At any time the Bank may apply to any officer of the Company for
instructions, and may consult with legal counsel with respect to any matter
arising in connection with the services to be performed by the Bank under this
Agreement, and the Bank and its agents or subcontractors shall not be liable and
shall be

- 12 -

indemnified by each Fund, individually and not jointly, for any action taken or
omitted by it in reliance upon such instructions or upon the opinion of such
counsel. The Bank, its agents and subcontractors shall be protected and
indemnified in acting upon any paper or document furnished by or on behalf of a
Fund, reasonably believed to be genuine and to have been signed by the proper
person or persons, or upon any instruction information, data, records or
documents provided the Bank or its agents or subcontractors by machine readable
input, telex, CRT data entry or other similar means authorized by the Fund, and
shall not be held to have notice of any change of authority of any person, until
receipt of written notice thereof from the Fund. The Bank, its agents and
subcontractors shall also be protected and indemnified in recognizing stock
certificates which are reasonably believed to bear the proper manual or
facsimile signatures of the officers of the Company, and the proper
countersignature of any former transfer agent or former registrar, or of a
co-transfer agent or co-registrar.

6.03 In order that the indemnification provisions contained in this
Article 6 shall apply, upon the assertion of a claim for which a Fund may be
required to indemnify the Bank, the Bank shall promptly notify the Fund of such
assertion, and shall keep the Fund advised with respect to all developments
concerning such claim. The Fund shall have the option to participate with the
Bank in the defense of such claim or to defend against said claim in its own
name or in the name of the Bank. The Bank shall in no case confess any claim or
make any compromise in any case in which a Fund

- 13 -

may be required to indemnify the Bank except with the Fund's prior written
consent.

Article 7 Standard of Care
----------------

7.01 The Bank shall at all times act in good faith and agrees to use
its best efforts within reasonable limits to insure the accuracy of all services
performed under this Agreement, but assumes no responsibility and shall not be
liable for loss or damage due to errors unless said errors are caused by its
negligence, bad faith, or willful misconduct of that of its employees.

Article 8 Covenants of the Company and the Bank
-------------------------------------

8.01 The Company shall promptly furnish to the Bank the following:

(a) A certified copy of the resolution of the Board of Trustees of the
Company authorizing the appointment of the Bank and the execution and delivery
of this Agreement.

(b) A copy of the Trust Instrument and By-Laws of the Fund and all
amendments thereto.

8.02 The Bank hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Fund for safekeeping of stock
certificates, check forms and facsimile

- 14 -

signature imprinting devices, if any; and for the preparation or use, and for
keeping account of, such certificates, forms and devices.

8.03 The Bank shall keep records relating to the services to be
performed hereunder, in the form and manner as it may deem advisable. To the
extent required by Section 17A of the Securities Exchange Act of 1934, as
amended, Section 31 of the 1940 Act, and the Rules thereunder, the Bank agrees
that all such records prepared or maintained by the Bank relating to the
services to be performed by the Bank hereunder are the property of each Fund and
will be preserved, maintained and made available in accordance with such
Sections and Rules, and will be surrendered promptly to the Funds on and in
accordance with their request.

8.04 The Bank and the Company agree that all books, records,
information and data pertaining to the business of the other party which are
exchanged or received pursuant to the negotiation or the carrying out of this
Agreement shall remain confidential, and shall not be voluntarily disclosed to
any other person, except as may be required by law.

8.05 In case of any requests or demands for the inspection of the
Shareholder records of a Fund, the Bank will endeavor to notify the Fund and to
secure instructions from an authorized officer of the Company as to such
inspection. The Bank reserves the right, however, to exhibit the Shareholder
records to

- 15 -

any person whenever it is advised by its counsel that it may be held liable for
the failure to exhibit the Shareholder records to such person.

Article 9 Termination of Agreement
------------------------

9.01 During the initial two year term of this Agreement, this Agreement
may be terminated by either party only for "cause" upon one hundred twenty (120)
days written notice to the other.

9.02 After the initial two year term of this Agreement, either party
may terminate this Agreement upon 120 days notice for any reason or for no
reason.

9.03 Should the Company exercise its right to terminate, all
out-of-pocket expenses associated with the movement of records and material with
respect to each Fund will be borne by each Fund individually and not jointly.
Additionally, the Bank reserves the right to charge for any other reasonable
expenses associated with such termination and/or a charge equivalent to the
average of three (3) months' fees, provided that the Agreement has not been
terminated by the Company for "cause" (as defined in section 9.04 below).

9.04 For purposes of this Agreement, "cause" shall mean (a) a material
breach of the terms of this Agreement; (b) the failure of the Bank to meet the
performance standards set forth on the attached schedule; (c) the material
breach of a warranty,

- 16 -

representation or covenant contained in this Agreement; (d) the failure to meet
the standard of care set forth in Article 7 of this Agreement; (e) an
"assignment" (as defined in the 0000 Xxx) of this Agreement by the Bank. For
purposes of this Section 9.04 and Section 10.01 below, an "assignment" of the
Sub-Transfer Agent Agreement (as defined below) will considered an assignment of
this Agreement.

Article 10 Assignment
----------

10.01 Neither this Agreement nor any rights or obligations hereunder
may be "assigned" (as defined in the 0000 Xxx) or delegated by either party
without the written consent of the other party.

10.02 This Agreement shall inure to the benefit of and be binding upon
the parties and their respective permitted successors and assigns.

10.03 The Bank will, without further consent on the part of the
Company, enter into an agreement for the performance of the some or all of the
Bank's obligations set forth in this Agreement (the "Sub-Transfer Agent
Agreement") with Boston Financial Data Services, Inc. ("BFDS"), a Massachusetts
Corporation Agreement"), which is duly registered as a transfer agent pursuant
to Section 17A(c)(2) of the Securities Exchange Act of 1934, as amended
("Section 17A(c)(2)"); provided, however, that the Bank will

- 17 -

be as fully responsible to the Company for the acts and omissions of BFDS as it
is for its own acts and omissions.

Article 11 Amendment
---------

11.01 This Agreement may be amended or modified by a written agreement
executed by both parties and authorized or approved by a resolution of the Board
of Trustees of the Company.

Article 12 Massachusetts Law to Apply
--------------------------

12.01 This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts.

Article 13 Force Majeure
-------------

13.01 In the event either party is unable to perform its obligations
under the terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other causes
reasonably beyond its control, such party shall not be liable for damages to the
other for any damages resulting from such failure to perform or otherwise from
such causes. The Bank warrants and represents that it has disaster recovery
facilities that are designed to reasonably assure that its operations with
respect to the Company and its shareholders will continue uninterrupted. The
Bank further warrants and represents

- 18 -

that it has in place disaster recovery procedures and that such procedures are
periodically reviewed and tested.

Article 14 Consequential Damages
---------------------

14.01 Neither party to this Agreement shall be liable to the other
party for consequential damages under any provision of this Agreement or for any
consequential damages arising out of any act or failure to act hereunder.

Article 15 Merger of Agreement
-------------------

15.01 This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to the subject
matter hereof whether oral or written.

Article 16 Counterparts
------------

16.01 This Agreement may be executed by the parties hereto on any
number of counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.

Article 17 Multiple Funds
--------------

17.01 Every reference to a Fund shall be deemed a reference solely to
the particular Fund of the Company (as set forth in Schedule A, as may be
amended from time to time). Under no circumstances shall the rights, obligations
or remedies with respect to a particular Fund constitute a right, obligation or
remedy applicable to any other Fund. In particular, and without otherwise

- 19 -

limiting the scope of this paragraph, the Bank shall have no right to set off
claims of a Fund by applying property of any other Fund.

Article 18 Limitation on Liability
-----------------------

Copies of the Trust Instrument, as amended, establishing the Company
are on file with the Secretary of the Trust, and notice is hereby given that
this Agreement is executed on behalf of the Company by officers of the Company
as officers and not individually and that the obligations of or arising out of
this Agreement are not binding upon any of the Trustees, officers, shareholders,
employees or agents of the Company but are binding only upon the assets and
property of the various Funds of the Company, severally and not jointly.

Article 19 Arbitration
-----------

19.01 Any controversy, claim, or dispute arising out of or relating to
this Agreement or the Sub-Transfer Agent Agreement, or any breach thereof,
including without limitation any dispute concerning the scope of this Article
19, will be settled by arbitration in accordance with the Commercial Arbitration
Rules of the American Arbitration Association as supplemented herein, and
judgment upon the award rendered by the arbitrator(s) may be entered in any
court having jurisdiction thereof.

19.02 There will be three arbitrators, including at least one
practicing attorney and one certified public accountant.

- 20 -

Pending final award, arbitrator compensation and expenses will be advanced
equally by both parties.

19.03 The AAA will hold an administrative conference with counsel for
the parties within 20 days after the filing of the demand for arbitration. The
parties and the AAA will thereafter cooperate in order to complete the
appointment of three arbitrators as quickly as possible. Within 15 days after
all three arbitrators have been appointed, an initial meeting among the
arbitrators and counsel for the parties will be held for the purpose of
establishing a plan for administration of the arbitration, including:

(a) defining the issues;

(b) scope, timing, and types of discovery, which may at the discretion
of the arbitrators include production of documents in the possession of the
parties, but may not without consent of all particles include depositions;

(d) schedule and place of hearings; and

(e) any other matters that may promote the efficient, expeditious, and
cost-effective conduct of the proceeding.

19.04 The arbitration will take place in the State of Ohio.

19.05 The final award will include pre-award interest at a rate of
interest determined by the arbitrators to approximate

- 21 -

the cost to he prevailing party of borrowing money during the relevant period.

19.06 The final award may grant such other, further and different
relief as authorized by the American Arbitration Association Commercial
Arbitration Rules, which may not include punitive damages.

- 22 -

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.

THE VICTORY PORTFOLIOS, on behalf of
each of the Funds listed on Schedule
A, individually and not jointly

By:/s/Xxxxxxx X. Xxxxxxx
----------------------
Vice President

ATTEST:

/s/Xxxxx X. Xxxxxxxxx
-----------------------------
Secretary

STATE STREET BANK AND TRUST COMPANY

BY:/s/Xxxxxx X. Xxxxx
------------------
Executive Vice President

ATTEST:

/s/Xxxxxxx Xxxxx
-----------------------------
Vice President

- 23 -

SCHEDULE A
Amended as of May 29, 1998

1. Victory Balanced Fund 26.Victory Federal Money Market Fund
Class A Shares Investor Shares
Class B Shares Select Shares
2. Victory Diversified Stock Fund 27.Victory Convertible Securities Fund
Class A Shares 28.Victory LifeChoice Conservative Investor Fund
Class B Shares 29.Victory LifeChoice Growth Investor Fund
3. Victory Government Mortgage Fund 30.Victory LifeChoice Moderate Investor Fund
4. Victory Growth Fund 31.Victory Maine Municipal Bond Fund (Intermediate)
5. Victory Financial Reserves Fund 32.Victory Maine Municipal Bond Fund (Short-
6. Victory Fund for Income Intermediate)
7. Victory Institutional Money Market Fund 33.Victory Michigan Municipal Bond Fund
Investor Shares 34.Victory Equity Income Fund
Select Shares 35.Victory National Municipal Bond Fund (Long)
8. Victory Intermediate Income Fund 36.Victory National Municipal Bond Fund
9. Xxxxxxx Xxxxxxxxxxxxx Growth Fund (Short-Intermediate)
Class A Shares
Class B Shares
10.Victory Investment Quality Bond Fund
11.Victory Lakefront Fund
12.Victory Limited Term Income Fund
13.Victory National Municipal Bond Fund
Class A Shares
Class B Shares
14.Victory New York Tax-Free Fund
Class A Shares
Class B Shares
15.Victory Ohio Municipal Bond Fund
16.Victory Ohio Municipal Money Market
Fund
17.Victory Ohio Regional Stock Fund
Class A Shares
Class B Shares
18.Victory Prime Obligations Fund
19.Victory Real Estate Investment Fund
20.Victory Special Growth Fund
21.Victory Special Value Fund
Class A Shares
Class B Shares
22.Victory Stock Index Fund
23.Victory Tax-Free Money Market Fund
24.Victory U.S. Government Obligations Fund
Investor Shares
Select Shares
25.Victory Value Fund

SCHEDULE I
Amended as of March 2, 1998
--------------------------------------------------------------------------------
1. Victory Balanced Fund 26. Victory Federal Money Market Fund
Class A Shares Investor Shares
Class B Shares Select Shares
Key Shares 27. Victory Convertible Securities Fund
2. Victory Diversified Stock Fund 28. Victory LifeChoice Conservative
Class A Shares Investor Fund
Class B Shares 29. Victory LifeChoice Growth
3. Victory Government Mortgage Fund Investor Fund
4. Victory Growth Fund 30. Victory LifeChoice Moderate
5. Victory Financial Reserves Fund Investor Fund
6. Victory Fund for Income
7. Victory Institutional Money Market Fund
Investor Shares
Select Shares
8. Victory Intermediate Income Fund
9. Xxxxxxx Xxxxxxxxxxxxx Growth Fund
Class A Shares
Class B Shares
10. Victory Investment Quality Bond Fund
11. Victory Lakefront Fund
12. Victory Limited Term Income Fund
13. Victory National Municipal Bond Fund
Class A Shares
Class B Shares
14. Victory New York Tax-Free Fund
Class A Shares
Class B Shares
15. Victory Ohio Municipal Bond Fund
16. Victory Ohio Municipal Money Market Fund
17. Victory Ohio Regional Stock Fund
Class A Shares
Class B Shares
18. Victory Prime Obligations Fund
19. Victory Real Estate Investment Fund
20. Victory Special Growth Fund
21. Victory Special Value Fund
Class A Shares
Class B Shares
22. Victory Stock Index Fund
23. Victory Tax-Free Money Market Fund
24. Victory U.S. Government Obligations Fund
Investor Shares
Select Shares
25.Victory Value Fund
--------------------------------------------------------------------------------

SCHEDULE A
Amended as of March 1, 1997

1. Victory Balanced Fund
Class A Shares
Class B Shares
Key Shares
2. Victory Diversified Stock Fund
Class A Shares
Class B Shares
3. Victory Government Mortgage Fund
4. Victory Growth Fund
5. Victory Financial Reserves Fund
6. Victory Fund For Income
7. Victory Government Bond Fund
Class A Shares
Class B Shares
8. Victory Institutional Money Market Fund
Investor Shares
Select Shares
9. Victory Intermediate Income Fund
10. Xxxxxxx Xxxxxxxxxxxxx Growth Fund
Class A Shares
Class B Shares
11. Victory Investment Quality Bond Fund
12. Victory Limited Term Income Fund
13. Victory National Municipal Bond Fund
Class A Shares
Class B Shares
14. Victory New York Tax-Free Fund
Class A Shares
Class B Shares
15. Victory Ohio Municipal Bond Fund
16. Victory Ohio Municipal Money Market Fund
17. Victory Ohio Regional Stock Fund
Class A Shares
Class B Shares
18. Victory Prime Obligations Fund
19. Victory Special Growth Fund
20. Victory Special Value Fund
Class A Shares
Class B Shares
21. Victory Stock Index Fund
22. Victory Tax-Free Money Market
23. Victory U.S. Government Obligations Fund
Investor Class Shares
Select Class Shares
24. Victory Value Fund
25. Victory Lakefront Fund
26. Victory Real Estate Investment Fund

SCHEDULE A

STATE STREET BANK AND TRUST COMPANY

FUND SERVICE RESPONSIBILITIES*

Service Performed Responsibility
----------------- --------------
Bank Fund
---- ----

1. Receives orders for the purchase X X+
of Shares.

2. Issue shares and hold Shares in X
Shareholders accounts.

3. Receive redemption requests. X X+

4. Effect transactions 1-3 above X X+
directly with broker-dealers.

5. Pay over monies to redeeming X X+
Shareholders.

6. Effect transfers of Shares. X X+

7. Prepare and transmit dividends X X+
distributions.

8. Issue Replacement Certificates. X

9. Reporting of abandoned property. X

10. Maintain records of account. X

11. Maintain and keep a current and X
accurate control book for each
issue of securities

12. Mail proxies. X

13. Mail shareholder reports. X

14. Mail prospectuses to current X
Shareholders.

15. Withhold taxes on U.S. resident X
and non-resident alien accounts.

16. Prepare and file U.S. Treasury X
Department forms.

17. Prepare and mail account and X X+
confirmation statements for
Shareholders.

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Service Performed Responsibility
----------------- --------------
Bank Fund
---- ----

18. Provide Shareholder account X
information.

19. Blue sky reporting. X

* Such services are more fully described in Article 1.02 (a), (b)
and (c) of the Agreement.

+ Shared responsibility with each KeyCorp division responsible
for their customers represented by onmnibus accounts

THE VICTORY PORTFOLIOS, on behalf of
each of the Funds listed on Schedule
A, individually and not jointly

By:/s/Xxxxxxx X. Xxxxxxx
----------------------
Vice President

ATTEST:

/s/Xxxxx X. Xxxxxxxxx
-----------------------------
Secretary

STATE STREET BANK AND TRUST COMPANY

BY:/s/Xxxxxx X. Xxxxx
------------------
Executive Vice President

ATTEST:

/s/Xxxxxxx Xxxxx
-----------------------------
Vice President

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Fee Information for Services as
Plan, Transfer and Dividend Disbursing Agent

THE VICTORY PORTFOLIOS
--------------------------------------------------------------------------------

Annual Account Service Fees
---------------------------

Account Fee $13.25

Complex Base Fee* $600,000

Closed Account Fee $ 1.50

Each class is considered a fund and will be billed accordingly.

Fees are billable on a monthly basis at the rate of 1/12 of the annual fee. A
charge is made for an account in the month that an account opens or closes.

Activity Based Fees
-------------------

New Account Set-up $5.00/each
Manual Transactions $1.50/each
Telephone Calls $1.50/each
Correspondence $2.50/each

XXX Custodial Fees (If Applicable)
----------------------------------

Annual Maintenance $10.00/account

Conversion Fee
--------------

One Time Fee $30,000

Out-of-Pocket Expenses Billed as incurred

Out-of-Pocket expenses include but are not limited to: confirmation statements,
postage, forms, audio response, telephone, records retention, transcripts,
microfilm, microfiche, and expenses incurred at the specific direction of the
fund.

*This complex base fee may be allocated across the Funds at the discretion of
KeyCorp. The complex base fee is applicable up to 50 Cusips.

THE VICTORY PORTFOLIOS, on behalf of
each of the Funds listed on Schedule A,
individually and not jointly STATE STREET BANK AND TRUST CO.

By /s/Xxxxxxx X. Xxxxxxx By /s/Xxxxxx X. Xxxxx
--------------------- ------------------
Title Vice President Title Executive Vice President
Date July 22, 1996 Date July 26, 1996

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Table of Contents

TRANSFER AGENCY AND SERVICE AGREEMENT

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