AMENDMENT TO THE AMENDED AND RESTATED MUTUAL FUND CUSTODY AGREEMENT

                                AMENDMENT TO THE
                                   AMENDED AND
                    RESTATED MUTUAL FUND CUSTODY AGREEMENT

      AMENDMENT made as of the 5th day of February, 2003, between The Victory
Portfolios (the "Trust"), a Delaware statutory trust, having its principal place
of business at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000, on behalf of its Funds,
and KeyBank National Association, a bank chartered under the laws of the United
States, having its principal office at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx
00000-0000 (the "Custodian") to the Amended and Restated Mutual Fund Custody
Agreement dated July 2, 2001 (as amended and in effect on the date hereof, the
"Agreement").

      WHEREAS, under the Agreement, the Custodian is designated as the Trust's
custodian and performs the mutual fund custody services for the Trust that are
enumerated in the Agreement or one or more Attachments thereto;

      WHEREAS, Section 3(a) of the Agreement defines the term "Authorized
Person" as "the Trust's President, Vice-President, Treasurer and any other
person, whether or not any such person is an officer or employee of the Trust,
duly authorized by Trustees of the Trust to give Proper Instructions on behalf
of the Trust and the Funds;"

      WHEREAS, the Trust and the Custodian desire to amend Section 3(a) of the
Agreement in order to permit any Authorized Person to appoint other appropriate
Authorized Persons;

      WHEREAS, except for the term "Authorized Persons," capitalized terms not
defined in this Amendment are used as defined in the Agreement;

      NOW, THEREFORE, in consideration of the covenants contained in this
Amendment, the Trust and the Custodian hereby amend Section 3(a) of the
Agreement to read as follows:

            "Authorized Person." As used in this Agreement, the term "Authorized
      Person" means the Trust's President, Vice-President, Treasurer and any
      other individual, whether or not such individual is an officer or employee
      of the Trust, duly authorized by the Trustees of the Trust to give Proper
      Instructions on behalf of the Trust and the Funds listed on Attachment A,
      which may be amended from time to time, or any individual who has been
      appointed to give Proper Instructions by an Authorized Person who has been
      duly authorized by the Trustees of the Trust to make such appointments.

      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed all as of the day and year first above written.

THE VICTORY PORTFOLIOS, on behalf of the  KEYBANK NATIONAL ASSOCIATION
    Funds, individually and not jointly

By: /s/ Xxxxxxxx X Xxxxxx                 By: /s/ Xxxxxxx X. Xxxxxx
   ----------------------------              ---------------------------
    Xxxxxxxx X. Xxxxxx                        Name:  Xxxxxxx X. Xxxxxx
    President                                 Title:  Vice President