SCHEDULE A
TO THE INVESTMENT ADVISORY AGREEMENT DATED MARCH 1, 1997
BETWEEN THE VICTORY PORTFOLIOS AND
KEY ASSET MANAGEMENT INC.
As amended December 11, 1998
Name of Fund Fee*
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1. The Victory Lakefront Fund 1.00%
2. The Victory Real Estate Investment Fund 1.00%
3. The Victory Established Value Fund **
4. The Victory Gradison Government Reserves Fund ***
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* As a percentage of average daily net assets. 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.
** Based on the average daily net assets at an annual rate of 0.65% on the
first $100 million, 0.55% on the next $100 million, 0.45% in excess of
$200 million.
*** Based on the average daily net assets at an annual rate of 0.50% on the
first $400 million, 0.45% on the next $600 million, 0.40% on the next $1
billion, and 0.35% in excess of $2 billion.