Common use of Xxxxxxx Xxxxxxx Clause in Contracts

Xxxxxxx Xxxxxxx. AND A VOTE FOR PROPOSALS 1, 2, 3b, 4, 8, 9a, 9b, 9c, 9d, 9e, 9f, 9g, 9h, 9i, 9j, 9k, and 9n FOR all WITHHOLD INSTRUCTIONS: To withhold authority to vote nominees listed authority to for any individual nominee, write that (except as vote for all nominee's name in the space provided below. marked to the nominees contrary at right) / / / / _________________________________________________ FOR AGAINST ABSTAIN --- ------- ------- 1. Vote on Proposal to approve a conversion of the Company to a Delaware business trust. / / / / / / 2. Vote on Proposal to approve a new Investment Advisory Agreement with KeyCorp Mutual Fund Advisers, Inc. / / / / / / 3b. Vote on Proposal to ratify the selection of independent auditors, Coopers & Xxxxxxx L.L.P. / / / / / / 4. Vote on Proposal to approve a new Investment Sub-Advisory Agreement between KeyCorp Mutual Fund Advisers, Inc. and Society Asset Management, Inc. / / / / / / 8. Vote on Proposal to approve a restatement of the Fund's investment objective. / / / / / / 9a. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding borrowing and senior securities. / / / / / / 9b. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding investment for the purpose of exercising control. / / / / / / 9c. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding making of loans. / / / / / / 9d. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding purchases of securities on margin. / / / / / / 9e. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding underwriting securities of other issuers. / / / / / / 9f. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding diversification. / / / / / / 9g. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding concentration of investments. / / / / / / 9h. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding commodities and real estate. / / / / / / 9i. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding investments in other investment companies. / / / / / / 9j. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding securities in which affiliates have invested. / / / / / / 9k. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding securities of unseasoned issuers. / / / / / / 9n. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding use of options. / / / / / / NOTE: Such other business as may properly come before the meeting or any adjournment thereof. SIGNATURE __________________________________ DATE __________ PLEASE XXXX ALL BOXES LIKE THIS / X / SIGNATURE __________________________________ DATE __________ NOTE: Please sign exactly as your name appears on this Proxy. When signing in a PLEASE 'X' HERE ONLY IF YOU PLAN TO fiduciary capacity, such as executor, administrator, trustee, attorney, guardian, ---- etc., please so indicate. Corporate and partnership proxies should be signed ATTEND THE MEETING AND VOTE YOUR by an authorized person indicating the person's title. SHARES IN PERSON. 185 PLEASE SEE VOTING INSTRUCTION #2 ON REVERSE THE VICTORY OHIO REGIONAL STOCK FUND SPECIAL MEETING OF SHAREHOLDERS AS OF 10/13 TO BE HELD ON 12/01/95 AT 9:00 A.M. ACCOUNT NO: CUSIP NO: 117 DIRECTORS RECOMMEND A VOTE FOR ELECTION OF THE FOLLOWING TRUSTEES:

Xxxxxxx Xxxxxxx. AND A VOTE FOR PROPOSALS 1, 2, 3b, 4, 7, 8, 9a, 9b, 9c, 9d, 9e, 9f, 9g, 9h, 9i, 9j, 9k, and 9n FOR all WITHHOLD INSTRUCTIONS: To withhold authority to vote nominees listed authority to for any individual nominee, write that (except as vote for all nominee's name in the space provided below. marked to the nominees contrary at right) / / / / _________________________________________________ FOR AGAINST ABSTAIN --- ------- ------- 1. Vote on Proposal to approve a conversion of the Company to a Delaware business trust. / / / / / / 2. Vote on Proposal to approve a new Investment Advisory Agreement with KeyCorp Mutual Fund Advisers, Inc. / / / / / / 3b. Vote on Proposal to ratify the selection of independent auditors, Coopers & Xxxxxxx L.L.P. / / / / / / 4. Vote on Proposal to approve a new Investment Sub-Advisory Agreement between KeyCorp Mutual Fund Advisers, Inc. and Society Asset Management, Inc. / / / / / / 7. Vote on Proposal to approve a change in the maximum remaining maturity of portfolio instruments. / / / / / / 8. Vote on Proposal to approve a restatement of the Fund's investment objective. / / / / / / 9a. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding borrowing and senior securities. / / / / / / 9b. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding investment for the purpose of exercising control. / / / / / / 9c. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding making of loans. / / / / / / 9d. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding purchases of securities on margin. / / / / / / 9e. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding underwriting securities of other issuers. / / / / / / 9f. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding diversification. / / / / / / 9g. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding concentration of investments. / / / / / / 9h. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding commodities and real estate. / / / / / / 9i. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding investments in other investment companies. / / / / / / 9j. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding securities in which affiliates have invested. / / / / / / 9k. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding securities of unseasoned issuers. / / / / / / 9n9l. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding use of optionsinvestments in restricted and illiquid securities. / / / / / / NOTE: Such other business as may properly come before the meeting or any adjournment thereof. SIGNATURE __________________________________ DATE __________ PLEASE XXXX ALL BOXES LIKE THIS / X / SIGNATURE __________________________________ DATE __________ NOTE: Please sign exactly as your name appears on this Proxy. When signing in a PLEASE 'X' HERE ONLY IF YOU PLAN TO fiduciary capacity, such as executor, administrator, trustee, attorney, guardian, ---- etc., please so indicate. Corporate and partnership proxies should be signed ATTEND THE MEETING AND VOTE YOUR by an authorized person indicating the person's title. SHARES IN PERSON. 185 183 PLEASE SEE VOTING INSTRUCTION #2 ON REVERSE THE VICTORY OHIO REGIONAL STOCK FUND TAX-FREE MONEY MARKET FD SPECIAL MEETING OF SHAREHOLDERS AS OF 10/13 TO BE HELD ON 12/01/95 AT 9:00 A.M. ACCOUNT NO: CUSIP NO: 117 120 DIRECTORS RECOMMEND A VOTE FOR ELECTION OF THE FOLLOWING TRUSTEES:

Xxxxxxx Xxxxxxx. AND A VOTE FOR PROPOSALS 1, 2, 3b, 4, 8, 9a, 9b, 9c, 9d, 9e, 9f, 9g, 9h, 9i, 9j, 9k, and 9n 9l FOR all WITHHOLD INSTRUCTIONS: To withhold authority to vote nominees listed authority to for any individual nominee, write that (except as vote for all nominee's name in the space provided below. marked to the nominees contrary at right) / / / / _________________________________________________ FOR AGAINST ABSTAIN --- ------- ------- 1. Vote on Proposal to approve a conversion of the Company to a Delaware business trust. / / / / / / 2. Vote on Proposal to approve a new Investment Advisory Agreement with KeyCorp Mutual Fund Advisers, Inc. / / / / / / 3b. Vote on Proposal to ratify the selection of independent auditors, Coopers & Xxxxxxx L.L.P. / / / / / / 4. Vote on Proposal to approve a new Investment Sub-Advisory Agreement between KeyCorp Mutual Fund Advisers, Inc. and Society Asset Management, Inc. / / / / / / 8. Vote on Proposal to approve a restatement of the Fund's investment objective. / / / / / / 9a. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding borrowing and senior securities. / / / / / / 9b. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding investment for the purpose of exercising control. / / / / / / 9c. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding making of loans. / / / / / / 9d. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding purchases of securities on margin. / / / / / / 9e. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding underwriting securities of other issuers. / / / / / / 9f. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding diversification. / / / / / / 9g. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding concentration of investments. / / / / / / 9h. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding commodities and real estate. / / / / / / 9i. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding investments in other investment companies. / / / / / / 9j. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding securities in which affiliates have invested. / / / / / / 9k. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding securities of unseasoned issuers. / / / / / / 9n9l. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding use of optionsinvestments in restricted and illiquid securities. / / / / / / NOTE: Such other business as may properly come before the meeting or any adjournment thereof. SIGNATURE __________________________________ DATE __________ PLEASE XXXX ALL BOXES LIKE THIS / X / SIGNATURE __________________________________ DATE __________ NOTE: Please sign exactly as your name appears on this Proxy. When signing in a PLEASE 'X' HERE ONLY IF YOU PLAN TO fiduciary capacity, such as executor, administrator, trustee, attorney, guardian, ---- etc., please so indicate. Corporate and partnership proxies should be signed ATTEND THE MEETING AND VOTE YOUR by an authorized person indicating the person's title. SHARES IN PERSON. 185 190 PLEASE SEE VOTING INSTRUCTION #2 ON REVERSE THE VICTORY OHIO REGIONAL STOCK NAT'L MUNI BOND FUND SPECIAL MEETING OF SHAREHOLDERS AS OF 10/13 TO BE HELD ON 12/01/95 AT 9:00 A.M. ACCOUNT NO: CUSIP NO: 117 DIRECTORS RECOMMEND A VOTE FOR ELECTION OF THE FOLLOWING TRUSTEES:104

Xxxxxxx Xxxxxxx. AND A VOTE FOR PROPOSALS 1, 2, 3b, 4, 8, 9a, 9b, 9c, 9d, 9e, 9f, 9g, 9h, 9i, 9j, 9k, and 9n FOR all WITHHOLD INSTRUCTIONS: To withhold authority to vote nominees listed authority to for any individual nominee, write that (except as vote for all nominee's name in the space provided below. marked to the nominees contrary at right) / / / / _________________________________________________ FOR AGAINST ABSTAIN --- ------- ------- 1. Vote on Proposal to approve a conversion of the Company to a Delaware business trust. / / / / / / 2. Vote on Proposal to approve a new Investment Advisory Agreement with KeyCorp Mutual Fund Advisers, Inc. / / / / / / 3b. Vote on Proposal to ratify the selection of independent auditors, Coopers & Xxxxxxx L.L.P. / / / / / / 4. Vote on Proposal to approve a new Investment Sub-Advisory Agreement between KeyCorp Mutual Fund Advisers, Inc. and Society Asset Management, Inc. / / / / / / 8. Vote on Proposal to approve a restatement of the Fund's investment objective. / / / / / / 9a. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding borrowing and senior securities. / / / / / / 9b. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding investment for the purpose of exercising control. / / / / / / 9c. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding making of loans. / / / / / / 9d. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding purchases of securities on margin. / / / / / / 9e. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding underwriting securities of other issuers. / / / / / / 9f. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding diversification. / / / / / / 9g. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding concentration of investments. / / / / / / 9h. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding commodities and real estate. / / / / / / 9i. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding investments in other investment companies. / / / / / / 9j. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding securities in which affiliates have invested. / / / / / / 9k. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding securities of unseasoned issuers. / / / / / / 9n. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding use of options. / / / / / / NOTE: Such other business as may properly come before the meeting or any adjournment thereof. SIGNATURE __________________________________ DATE __________ PLEASE XXXX ALL BOXES LIKE THIS / X / SIGNATURE __________________________________ DATE __________ NOTE: Please sign exactly as your name appears on this Proxy. When signing in a PLEASE 'X' HERE ONLY IF YOU PLAN TO fiduciary capacity, such as executor, administrator, trustee, attorney, guardian, ---- etc., please so indicate. Corporate and partnership proxies should be signed ATTEND THE MEETING AND VOTE YOUR by an authorized person indicating the person's title. SHARES IN PERSON. 185 186 PLEASE SEE VOTING INSTRUCTION #2 ON REVERSE THE VICTORY OHIO REGIONAL DIVERSIFIED STOCK FUND SPECIAL MEETING OF SHAREHOLDERS AS OF 10/13 TO BE HELD ON 12/01/95 AT 9:00 A.M. ACCOUNT NO: CUSIP NO: 117 DIRECTORS RECOMMEND A VOTE FOR ELECTION OF THE FOLLOWING TRUSTEES:

Xxxxxxx Xxxxxxx. AND A VOTE FOR PROPOSALS 1, 2, 3b, 4, 8, 9a, 9b, 9c, 9d, 9e, 9f, 9g, 9h, 9i, 9j, 9k, and 9n 9h FOR all WITHHOLD INSTRUCTIONS: To withhold authority to vote nominees listed authority to for any individual nominee, write that (except as vote for all nominee's name in the space provided below. marked to the nominees contrary at right) / / / / _________________________________________________ FOR AGAINST ABSTAIN --- ------- ------- 1. Vote on Proposal to approve a conversion of the Company to a Delaware business trust. / / / / / / 2. Vote on Proposal to approve a new Investment Advisory Agreement with KeyCorp Mutual Fund Advisers, Inc. / / / / / / 3b. Vote on Proposal to ratify the selection of independent auditors, Coopers & Xxxxxxx L.L.P. / / / / / / 4. Vote on Proposal to approve a new Investment Sub-Advisory Agreement between KeyCorp Mutual Fund Advisers, Inc. and Society Asset Management, Inc. / / / / / / 8. Vote on Proposal to approve a restatement of the Fund's investment objective. / / / / / / 9a. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding borrowing and senior securities. / / / / / / 9b. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding investment for the purpose of exercising control. / / / / / / 9c. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding making of loans. / / / / / / 9d. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding purchases of securities on margin. / / / / / / 9e. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding underwriting securities of other issuers. / / / / / / 9f. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding diversification. / / / / / / 9g. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding concentration of investments. / / / / / / 9h. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding commodities and real estate. / / / / / / 9i. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding investments in other investment companies. / / / / / / 9j. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding securities in which affiliates have invested. / / / / / / 9k. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding securities of unseasoned issuers. / / / / / / 9n. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding use of options. / / / / / / NOTE: Such other business as may properly come before the meeting or any adjournment thereof. SIGNATURE __________________________________ DATE __________ PLEASE XXXX ALL BOXES LIKE THIS / X / SIGNATURE __________________________________ DATE __________ NOTE: Please sign exactly as your name appears on this Proxy. When signing in a PLEASE 'X' HERE ONLY IF YOU PLAN TO fiduciary capacity, such as executor, administrator, trustee, attorney, guardian, ---- etc., please so indicate. Corporate and partnership proxies should be signed ATTEND THE MEETING AND VOTE YOUR by an authorized person indicating the person's title. SHARES IN PERSON. 185 197 PLEASE SEE VOTING INSTRUCTION #2 ON REVERSE THE VICTORY OHIO REGIONAL STOCK MUNICIPAL BOND FUND SPECIAL MEETING OF SHAREHOLDERS AS OF 10/13 TO BE HELD ON 12/01/95 AT 9:00 A.M. ACCOUNT NO: CUSIP NO: 117 DIRECTORS RECOMMEND A VOTE FOR ELECTION OF THE FOLLOWING TRUSTEES:

Xxxxxxx Xxxxxxx. AND A VOTE FOR PROPOSALS 1, 2, 3b, 4, 8, 9a, 9b, 9c, 9d, 9e, 9f, 9g, 9h, 9i, 9j, 9k, and 9n FOR all WITHHOLD INSTRUCTIONS: To withhold authority to vote nominees listed authority to for any individual nominee, write that (except as vote for all nominee's name in the space provided below. marked to the nominees contrary at right) / / / / _________________________________________________ FOR AGAINST ABSTAIN --- ------- ------- 1. Vote on Proposal to approve a conversion of the Company to a Delaware business trust. / / / / / / 2. Vote on Proposal to approve a new Investment Advisory Agreement with KeyCorp Mutual Fund Advisers, Inc. / / / / / / 3b. Vote on Proposal to ratify the selection of independent auditors, Coopers & Xxxxxxx L.L.P. / / / / / / 4. Vote on Proposal to approve a new Investment Sub-Advisory Agreement between KeyCorp Mutual Fund Advisers, Inc. and Society Asset Management, Inc. / / / / / / 8. Vote on Proposal to approve a restatement of the Fund's investment objective. / / / / / / 9a. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding borrowing and senior securities. / / / / / / 9b. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding investment for the purpose of exercising control. / / / / / / 9c. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding making of loans. / / / / / / 9d. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding purchases of securities on margin. / / / / / / 9e. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding underwriting securities of other issuers. / / / / / / 9f. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding diversification. / / / / / / 9g. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding concentration of investments. / / / / / / 9h. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding commodities and real estate. / / / / / / 9i. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding investments in other investment companies. / / / / / / 9j. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding securities in which affiliates have invested. / / / / / / 9k. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding securities of unseasoned issuers. / / / / / / 9n. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding use of options. / / / / / / NOTE: Such other business as may properly come before the meeting or any adjournment thereof. SIGNATURE __________________________________ DATE __________ PLEASE XXXX ALL BOXES LIKE THIS / X / SIGNATURE __________________________________ DATE __________ NOTE: Please sign exactly as your name appears on this Proxy. When signing in a PLEASE 'X' HERE ONLY IF YOU PLAN TO fiduciary capacity, such as executor, administrator, trustee, attorney, guardian, ---- etc., please so indicate. Corporate and partnership proxies should be signed ATTEND THE MEETING AND VOTE YOUR by an authorized person indicating the person's title. SHARES IN PERSON. 185 187 PLEASE SEE VOTING INSTRUCTION #2 ON REVERSE THE VICTORY OHIO REGIONAL STOCK NEW YORK TAX-FREE FUND SPECIAL MEETING OF SHAREHOLDERS AS OF 10/13 TO BE HELD ON 12/01/95 AT 9:00 A.M. ACCOUNT NO: CUSIP NO: 117 DIRECTORS RECOMMEND A VOTE FOR ELECTION OF THE FOLLOWING TRUSTEES:104

Xxxxxxx Xxxxxxx. AND A VOTE FOR PROPOSALS 1, 2, 3b, 4, 7, 8, 9a, 9b, 9c, 9d, 9e, 9f, 9g, 9h, 9i, 9j, 9k, 9l, 9m, and 9n FOR all WITHHOLD INSTRUCTIONS: To withhold authority to vote nominees listed authority to for any individual nominee, write that (except as vote for all nominee's name in the space provided below. marked to the nominees contrary at right) / / / / _________________________________________________ FOR AGAINST ABSTAIN --- ------- ------- 1. Vote on Proposal to approve a conversion of the Company to a Delaware business trust. / / / / / / 2. Vote on Proposal to approve a new Investment Advisory Agreement with KeyCorp Mutual Fund Advisers, Inc. / / / / / / 3b. Vote on Proposal to ratify the selection of independent auditors, Coopers & Xxxxxxx L.L.P. / / / / / / 4. Vote on Proposal to approve a new Investment Sub-Advisory Agreement between KeyCorp Mutual Fund Advisers, Inc. and Society Asset Management, Inc. / / / / / / 7. Vote on Proposal to approve a change in the maximum remaining maturity of portfolio instruments. / / / / / / 8. Vote on Proposal to approve a restatement of the Fund's investment objective. / / / / / / 9a. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding borrowing and senior securities. / / / / / / 9b. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding investment for the purpose of exercising control. / / / / / / 9c. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding making of loans. / / / / / / 9d. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding purchases of securities on margin. / / / / / / 9e. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding underwriting securities of other issuers. / / / / / / 9f. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding diversification. / / / / / / 9g. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding concentration of investments. / / / / / / 9h. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding commodities and real estate. / / / / / / 9i. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding investments in other investment companies. / / / / / / 9j. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding securities in which affiliates have invested. / / / / / / 9k. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding securities of unseasoned issuers. / / / / / / 9l. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding investments in restricted and illiquid securities. / / / / / / 9m. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding use of options (fundamental policies). / / / / / / 9n. Vote on Proposal to approve changes to the Fund's fundamental investment restriction regarding use of options. / / / / / / NOTE: Such other business as may properly come before the meeting or any adjournment thereof. SIGNATURE __________________________________ DATE __________ PLEASE XXXX ALL BOXES LIKE THIS / X / SIGNATURE __________________________________ DATE __________ NOTE: Please sign exactly as your name appears on this Proxy. When signing in a PLEASE 'X' HERE ONLY IF YOU PLAN TO fiduciary capacity, such as executor, administrator, trustee, attorney, guardian, ---- etc., please so indicate. Corporate and partnership proxies should be signed ATTEND THE MEETING AND VOTE YOUR by an authorized person indicating the person's title. SHARES IN PERSON. 185 184 PLEASE SEE VOTING INSTRUCTION #2 ON REVERSE THE VICTORY OHIO REGIONAL STOCK LIMITED TERM INCOME FUND SPECIAL MEETING OF SHAREHOLDERS AS OF 10/13 TO BE HELD ON 12/01/95 AT 9:00 A.M. ACCOUNT NO: CUSIP NO: 117 DIRECTORS RECOMMEND A VOTE FOR ELECTION OF THE FOLLOWING TRUSTEES: