SCHEDULE A
To the Investment Advisory Agreement dated March 1, 1997
between The Victory Portfolios, on the behalf of the following Funds, and
Key Asset Management Inc.
Annual fee,
as a percentage of average daily net
Name of Fund assets.*
-------------------------------- ----------------------------------------
1. Established Value Fund 0.65% on the first $100 million,
0.55% on the next $100 million,
0.45% in excess of $200 million.
2. Gradison Government Reserves 0.50% on the first $400 million,
Fund 0.45% on the next $600 million,
0.40% on the next $1 billion, and
0.35% in excess of $2 billion.
3. Nasdaq-100 Index Fund 0.60%
4. Real Estate Fund 1.00%
As amended February 26, 2002.
_________________
* 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.
