ADDENDUM TO
INVESTMENT ADVISORY AGREEMENT
Dated June 1, 1998
between
THE VICTORY PORTFOLIOS
on behalf of International Growth Fund
and
KEY ASSET MANAGEMENT INC.
This Addendum to the Investment Advisory Agreement ("Agreement")
between The Victory Portfolios, on behalf of those series listed on Schedule
A, as may be amended from time to time, and Key Asset Management Inc. is made
as of May 23, 2001.
WHEREAS the parties agree to make non-material changes or corrections
to the Agreement.
NOW THEREFORE, the following non-material changes or corrections shall
be made to the Agreement:
A. Replace "Key Asset Management Inc." with : "Victory Capital Management
Inc."
B. Replace the first paragraph of Item 3(b) to read as follows:
(b) Manager of Managers Structure. To the extent the Fund has
adopted or adopts a "manager of managers" structure in
reliance on the Manager of Manager Order, subject to the
review of the Board of Trustees, the Adviser shall:
C. Replace Item 17 entitled Notices to read as follows:
17. Notices. Notices of any kind to be given to the Company
hereunder by the Adviser shall be in writing and shall be duly
given if mailed or delivered to The Victory Portfolios, 0000
Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000-0000, Attention: Xxx X.
Xxxxxxx and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, 000 Xxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Attention: Xxx X. Xxxxx,
Esq., or at such other address or to such individual as shall
be so specified by the Company to the Adviser. Notices of any
kind to be given to the Adviser hereunder by the Company shall
be in writing and shall be duly given if mailed or delivered
to the Adviser at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx
00000-0000, Attention: Xxxxxxxx X. Xxxxxx, with a copy to
Xxxxxxx X. Xxxxx, Esq., or at such other address or to such
individual as shall be so specified by the Adviser to the
Company. Notices shall be effective upon delivery.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the
date written above.
THE VICTORY PORTFOLIOS VICTORY CAPITAL MANAGEMENT INC.
on behalf of the Funds listed on
Schedule A, individually and not
jointly
By: /s/ Xxxxx Xxxxxxxx By: /s/ Xxxxxxxx X. Xxxxxx
------------------------------- -----------------------------------
Name: Xxxxx Xxxxxxxx Name: Xxxxxxxx X. Xxxxxx
Title: Secretary Title: Senior Managing Director
Schedule A
Annual fee, as a
percentage of average
Name of Fund daily net assets.
--------------------- --------------------------
1. The Xxxxxxx Xxxxxxxxxxxxx Growth Fund 1.10%
