SCHEDULE A
To the Investment Advisory Agreement dated March 1, 1997 between The
Victory Portfolios, on the behalf of the following Funds, and
Victory Capital Management Inc. (formerly Key Asset Management Inc.)
Annual fee, 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
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1. Established 0.65% on the first $100 million, 0.65% on the first $100 million, December 16, December 31,
Value Fund 0.55% on the next $100 million, and 0.55% on the next $100 million, 2004 2005
0.45% on assets in excess of $200 and 0.45% on assets in excess of
million $200 million
2. Focused Growth 0.75% on first $400 million, 0.65% 0.75% on first $400 million, 0.65% December 16, December 31,
Fund on next $400 million and 0.60% in on next $400 million and 0.60% 2004 2005
excess of $800 million in excess of $800 million**
3. Gradison 0.40% on the first $3 billion, 0.50% on the first $400 million, December 16, December 31,
Government 0.30% on the next $500 million and 0.45% on the next $600 million, 2004 2005
Reserves Fund 0.25% on assets in excess of $3.5 0.40% on the next $1 billion and
billion 0.35% on assets in excess of $2
billion
Current as of December 14, 2005.
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* Note, however, that the Adviser shall have the right, but not the
obligation, to contractually waive any portion of the advisory fee from
time to time. Any such contractual 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.
** Effective December 10, 2004.
