SCHEDULE A
To the Advisory Agreement dated March 1, 1997 between Key Asset Management Inc.
(the "Adviser") and The Victory Portfolios, on behalf of the following Funds
Fee, at an annual rate, expressed as a percentage of average daily net assets.*
Must Be
Name of Fund Effective January 1, 2005 Prior to January 1, 2005 Last Approved Approved By
------------ ------------------------- ------------------------ ------------- -----------
1. Balanced Fund 0.60% on the first $400 million, 0.70% on the first $400 million, December 16, December 31,
0.55% on the next $400 million and 0.65% on the next $400 million, and 2004 2005
0.50% on assets in excess of $800 0.60% on assets in excess of $800
million million
2. Convertible Fund 0.75% on the first $400 million, 0.75% December 16, December 31,
0.65% on the next $400 million and 2004 2005
0.60% on assets in excess of $800
million
3. Core Bond Fund 0.50% on the first $400 million, 0.75% December 16, December 31,
(formerly, 0.45% on the next $400 million and 2004 2005
Intermediate 0.40% on assets in excess of $800
Income Fund) million
4. Diversified Stock 0.65% on the first $800 million, 0.65% on the first $800 million and December 16, December 31,
Fund 0.60% on the next $1.6 billion and 0.60% on assets in excess of $800 2004 2005
0.55% on assets in excess of $2.4 million
billion
5. Federal Money 0.25% on the first $1.5 billion, 0.25% December 16, December 31,
Market Fund 0.20% on the next $1.5 billion and 2004 2005
0.15% on assets in excess of $3
billion
6. Financial 0.50% 0.50% December 16, December 31,
Reserves Fund 2004 2005
7. Fund for Income 0.50% on the first $400 million, 0.50% December 16, December 31,
0.45% on the next $400 million and 2004 2005
0.40% on assets in excess of $800
million
8. Institutional 0.20% on the first $1.5 billion, 0.20% December 16, December 31,
Money Market Fund 0.17% on the next $1.5 billion and 2004 2005
0.15% on assets in excess of $3
billion
---------------
* Note, however, that the Adviser shall have the right, but not the obligation,
to voluntarily waive any portion of the advisory fee from time to time. Any such
voluntary waiver will be irrevocable and determined in advance of rendering
investment advisory services by the Adviser, and shall be in writing and signed
by the parties hereto.
Must Be
Name of Fund Effective January 1, 2005 Prior to January 1, 2005 Last Approved Approved By
------------ ------------------------- ------------------------ ------------- -----------
9. National 0.55% on the first $400 million, 0.55% December 16, December 31,
Municipal Bond 0.50% on the next $400 million and 2004 2005
Fund 0.45% on assets in excess of $800
million
10. Ohio Municipal 0.55% on the first $400 million, 0.60% December 16, December 31,
Bond Fund 0.50% on the next $400 million and 2004 2005
0.45% on assets in excess of $800
million
11. Ohio Municipal 0.45% on the first $600 million, 0.50% December 16, December 31,
Money Market Fund 0.35% on the next $600 million and 2004 2005
0.25% on assets in excess of $1.2
billion
12. Prime Obligations 0.35% on the first $1.5 billion, 0.35% December 16, December 31,
Fund 0.30% on the next $500 million, 2004 2005
0.25% on the next $500 million and
0.20% on assets in excess of $2.5
billion
13. Small Company 0.65% on the first $100 million, 0.65% on the first $100 million, December 16, December 31,
Opportunity Fund 0.55% on the next $100 million, and 0.55% on the next $100 million, and 2004 2005
0.45% on assets in excess of $200 0.45% on assets in excess of $200
million million
14. Special Value Fund 0.75% on the first $400 million, 0.75% on the first $400 million, December 16, December 31,
0.65% on the next $400 million, and 0.65% on the next $400 million, and 2004 2005
0.60% on assets in excess of $800 0.60% on assets in excess of $800
million million
15. Stock Index Fund 0.25% on the first $400 million, 0.25% on the first $400 million, December 16, December 31,
0.20% on the next $400 million, and 0.20% on the next $400 million, and 2004 2005
0.15% on assets in excess of $800 0.15% on assets in excess of $800
million million
16. Tax-Free Money 0.35% on the first $600 million, 0.35% December 16, December 31,
Market Fund 0.30% on the next $600 million and 2004 2005
0.25% on assets in excess of $1.2
billion
17. Value Fund 0.75% on the first $400 million, 0.75% on the first $400 million, December 16, December 31,
0.65% on the next $400 million, and 0.65% on the next $400 million, and 2004 2005
0.60% on assets in excess of $800 0.60% on assets in excess of $800
million million
Current as of December 14, 2005.
