FUND ACCOUNTING AGREEMENT
AGREEMENT made this 31st day of May, 1995 between THE VICTORY
PORTFOLIOS (the "Trust"), a Massachusetts business trust having its principal
place of business at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇- ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, and
BISYS FUND SERVICES OHIO, INC. ("BISYS"), a corporation organized under the laws
of the State of Ohio and having its principal place of business at ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇.
WHEREAS, the Trust desires that BISYS perform certain fund accounting
services for each investment portfolio of the Trust identified on Schedule A
hereto (individually referred to herein as a "Fund" and collectively as the
"Funds"); and
WHEREAS, BISYS is willing to perform such services on the terms and
conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:
1. SERVICES AND FUND ACCOUNT. BISYS will keep and maintain the
following books and records of each Fund pursuant to Rule 31a-1 under the
Investment Company Act of 1940 (the "Rule"):
a. Journals containing an itemized daily record in detail of
all purchases and sales of securities, all receipts and disbursements of cash
and all other debits and credits, as required by subsection (b)(1) of the Rule;
b. General and auxiliary ledgers reflecting all asset,
liability, reserve, capital, income and expense accounts, including interest
accrued and interest received, as required by subsection (b)(2)(i) of the Rule;
c. Separate ledger accounts required by subsection (b)(2)(ii)
and (iii) of the Rule; and
d. A monthly trial balanced of all ledger accounts (except
shareholder accounts) as required by subsection (b)(8) of the Rule.
All such books and records shall be the property of the Trust, and BISYS agrees
to make such books and records available for inspection by the Trust or by the
Securities and Exchange commission at reasonable times and otherwise to keep
confidential all records and other information relative to the Trust; except
when requested to divulge such information by duly-constituted authorities or
court process, or when requested by the Trust.
In addition to the maintenance of the books and records specified
above, BISYS shall perform the following account services daily for each Fund:
a. Calculate the net asset value per Share;
b. Calculate the dividend and capital gain distribution, if
any;
c. Calculate the yield;
d. Provide the following reports:
(i) a current security position report;
(ii) a summary report of transactions and pending maturities
(including the principal, cost, and accrued interest on
each portfolio security in maturity date order); and
(iii) a current cash position report (including cash
available from portfolio sales and maturities and sales
of a Fund's Shares less cash needed for redemptions and
settlement of portfolio purchases);
e. Such other similar services with respect to a Fund as may be
reasonable requested by the Trust.
2. COMPENSATION. See Schedule B attached.
3. EFFECTIVE DATE. This Agreement shall become effective with respect
to a Fund as of the date first written above (the "Effective Date").
4. TERM. This Agreement shall become effective on the Effective Date
and, unless earlier terminated as provided herein, shall continue as to a
particular Fund until May 31, 1996 and thereafter, if not terminated, this
Agreement shall continue automatically as to a particular Fund for successive
terms of one year; provided, that such continuance is specifically approved at
least annually (a) by the vote of a majority of those members of the Trust's
Board of Trustees who are not parties to this Agreement or interested persons of
any such party, cast in person at a meeting called for the purpose of voting on
such approval, and (b) by the vote of (i) the Trust's Board of Trustees or (ii)
a majority of the outstanding voting securities of such Fund. This Agreement is
terminable with respect to a Fund (a) if its continuance is not approved in the
manner described in this Section 4, (b) upon mutual agreement of the parties, or
(c) for "cause" (as defined below) by the party alleging cause upon the
provision of sixty days' notice. After such termination, for so long as BISYS,
with the written consent of the Trust, in fact
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continues to perform any one or more of the services contemplated by this
Agreement or any schedule or exhibit hereto, the provisions of this Agreement,
including without limitation the provisions dealing with indemnification, shall
continue in full force and effect. Compensation due BISYS and unpaid by the
Trust upon such termination shall be immediately due and payable upon and
notwithstanding such termination. BISYS shall be entitled to collect from the
Trust, in addition to the compensation described under Section 2 hereof, the
amount of all of BISYS' cash disbursements for services in connection with
BISYS' activities in effecting such termination, including without limitation,
the delivery to the Trust and/or its designees of the Trust's property, records,
instruments and documents, or any copies thereof. Subsequent to such termination
for a reasonable fee, BISYS will provide the Trust with reasonable access to any
Trust documents or records remaining in its possession.
For purposes of this Agreement, "cause" shall mean (i) willful
misfeasance, bad faith, negligence, abandonment, or reckless disregard on the
part of either party with respect to its obligations and duties set forth
herein; (ii) regulatory, administrative, or judicial action initiated against
either party with regard to the violation of any rule, regulation, order, or
law; (iii) the dissolution or liquidation of either party or other cessation of
business other than a reorganization or recapitalization of such party as an
ongoing business; (iv) financial difficulties on the part of either party which
is evidenced by the authorization or commencement of, or involvement by way of
pleading, answer, consent, or acquiescence in, a voluntary or involuntary case
under Title 11 of the United States Code, as from time to time in effect, or any
applicable law, other than said Title 11, of any jurisdiction relating to the
modification or alternation of the rights of creditors; (v) an assignment (as
that term is defined in the Investment Company Act of 1940) of this Agreement;
or (vi) any circumstance which substantially impairs the performance of either
party's obligations and duties as contemplated herein.
5. STANDARD OF CARE; INDEMNIFICATION. BISYS shall use its best efforts
to insure the accuracy of all services performed under this Agreement, but shall
not be liable to the Trust for any action taken or omitted by BISYS in the
absence of bad faith, willful misconduct or negligence. BISYS assumes no
responsibility hereunder, and shall not be liable, for any damage, loss of data,
delay or any other loss whatsoever caused by events beyond its reasonable
control. A Fund agrees to indemnify and hold harmless BISYS, its employees,
agents, directors, officers and nominees from and against any and all claims,
demands, actions and suits, whether groundless or otherwise, and from and
against any and all judgments, liabilities, losses, damages, costs, charges,
counsel fees and other expenses of every nature and character arising out of or
in any way relating to BISYS' actions taken or non-actions with respect to the
performance of services under this Agreement with respect to such Fund or based,
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if applicable, upon information, instructions or requests with respect to such
Fund given or made to BISYS by an officer of the Trust thereunto duly
authorized; provided that this indemnification shall not apply to actions or
omissions of BISYS in cases of its own willful misconduct or negligence, and
further provided that prior to confessing any claim against it which may be the
subject of this indemnification, BISYS shall give the Trust written notice of
and reasonable opportunity to defend against said claim in its own name or in
the name of BISYS.
6. HEADINGS. Paragraph headings in this Agreement are included for
convenience only and are not to be used to construe or interpret this Agreement.
7. ASSIGNMENT. This Agreement and the rights and duties hereunder shall
not be assignable with respect to a Fund by either of the parties hereto except
by the specific written consent of the other party.
8. GOVERNING LAW. This Agreement shall be governed by and provisions
shall be construed in accordance with the laws of The Commonwealth of
Massachusetts.
9. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS. A copy of
the Declaration of Trust of the Trust is on file with the Secretary of The
Commonwealth of Massachusetts, and notice is hereby given that this instrument
is executed on behalf of the Trustees of the Trust as Trustees and not
individually and that the obligations of this instrument are not binding upon
any of the Trustees or Shareholders individually but are binding only upon the
assets and property of the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
THE VICTORY PORTFOLIOS
By:/s/ J. ▇▇▇▇▇ ▇▇▇▇▇
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Title: Vice President
BISYS FUND SERVICES OHIO, INC.
By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------
Title: Executive Vice President
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Amended Schedule A
to the Fund Accounting Agreement
between the Victory Portfolios (formerly the Society Funds)
and BISYS Fund Services Ohio, Inc.
Dated as of May 31, 1995
Name of Portfolio
Victory Balanced Fund
Victory Diversified Stock Fund
Victory Government Mortgage
Fund Victory Growth Fund
Victory Intermediate Income Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Growth Fund
Victory Investment Quality Bond Fund
Victory Limited Term Income Fund
Victory Ohio Municipal Bond Fund
Victory Ohio Regional Stock Fund
Victory Prime Obligations Fund
Victory Special Growth Fund
Victory Special Value Fund
Victory Stock Index Fund
Victory Tax-Free Money Market Fund
Victory U.S. Government Obligations Fund
Victory Value Fund
Victory Financial Reserves Fund
Victory Fund for Income Fund
Victory Government Bond Fund
Victory Institutional Money Market Fund
Victory National Municipal Bond Fund
Victory New York Tax-Free Fund
Victory Ohio Municipal Money Market Fund
Victory Convertible Securities Fund
Victory Florida Tax-Free Bond Fund
Victory Municipal Bond Fund
Victory Short Term Government Income Fund
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THE VICTORY PORTFOLIOS
By:/s/ J. ▇▇▇▇▇ ▇▇▇▇▇
--------------------------------
Title: Vice President
BISYS FUND SERVICES OHIO, INC.
By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------
Title: Executive Vice President
6
Amended Schedule A
to the Fund Accounting Agreement
between the Victory Portfolios
and BISYS Fund Services Ohio, Inc.
Dated as of February 19, 1997
Name of Portfolio
Victory Balanced Fund
Victory Diversified Stock Fund
Victory Government Mortgage Fund
Victory Growth Fund
Victory Intermediate Income Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Growth Fund
Victory Investment Quality Bond Fund
Victory Lakefront Fund
Victory Limited Term Income Fund
Victory Ohio Municipal Bond Fund
Victory Ohio Regional Stock Fund
Victory Prime Obligations Fund
Victory Special Growth Fund
Victory Special Value Fund
Victory Stock Index Fund
Victory Tax-Free Money Market Fund
Victory U.S. Government Obligations Fund
Victory Value Fund
Victory Financial Reserves Fund
Victory Fund for Income
Victory Government Bond Fund
Victory Institutional Money Market Fund
Victory National Municipal Bond Fund
Victory New York Tax-Free Fund
Victory Ohio Municipal Money Market Fund
Victory Convertible Securities Fund
Victory Florida Tax-Free Bond Fund
Victory Municipal Bond Fund
Victory Short Term Government Income Fund
Amended Schedule A
to the Fund Accounting Agreement
between the Victory Portfolios
and BISYS Fund Services Ohio, Inc.
Dated as of March 2, 1998
Name of Portfolio
1. Victory Balanced Fund
2. Victory Diversified Stock Fund
3. Victory Government Mortgage Fund
4. Victory Growth Fund
5. Victory Intermediate Income Fund
6. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Growth Fund
7. Victory Investment Quality Bond Fund
8. Victory Lakefront Fund
9. Victory Limited Term Income Fund
10. Victory Ohio Municipal Bond Fund
11. Victory Ohio Regional Stock Fund
12. Victory Prime Obligations Fund
13. Victory Real Estate Investment Fund
14. Victory Special Growth Fund
15. Victory Special Value Fund
16. Victory Stock Index Fund
17. Victory Tax-Free Money Market Fund
18. Victory U.S. Government Obligations Fund
19. Victory Value Fund
20. Victory Financial Reserves Fund
21. Victory Fund for Income
22. Victory Institutional Money Market Fund
23. Victory National Municipal Bond Fund
24. Victory New York Tax-Free Fund
25. Victory Ohio Municipal Money Market Fund
26. Victory Federal Money Market Fund
27. Victory Convertible Securities Fund
28. Victory LifeChoice Conservative Investor Fund
29. Victory LifeChoice Growth Investor Fund
30. Victory LifeChoice Moderate Investor Fund
Schedule B
VICTORY PORTFOLIOS
BISYS FUND SERVICES OHIO, INC.
Date as of May 31, 1995
Fund accounting fees will be determined based on a combination of asset-based
charges (subject to minimums), transaction charges, and out-of-pocket expenses.
Asset-based fees are accrued daily upon average total net assets of a Fund.
Asset charges per Fund - Annually
Net Assets Amounts
First $100 Million .03%
Next $100 Million .02%
Over $200 Million .01% for all Funds other than
money market Fund; money market
Fund will have no incremental
asset charge when net assets
exceed $500 million ($80,000
asset charge cap for each money
market Fund)
Minimum Monthly Asset Charge
The above charge will be subject to a minimum monthly amount of $2,500
per taxable Fund, $2,917 per tax-free Fund, and $3,333 per
international Fund.
Transaction Charges per Fund
$5 per security transaction (including foreign exchanges, patents,
corporate actions, and margin payments).
Multiple Class Charges
A $833 per month charge will be assessed for each class of shares after
the first class. This is separate from and in addition to other charges
and the minimum charge.
Out-of-Pocket Expenses
Out-of-pocket expenses incurred on behalf of the Fund will
be billed monthly and include, but not limited to:
o Payment to pricing or corporate actions vendors
o Costs in obtaining prices for non-exchange traded
securities
o Postage and communication (wires, modem fees)
o Courier expenses
o Microfilming, archiving, etc.
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THE VICTORY PORTFOLIOS
By:/s/ J. ▇▇▇▇▇ ▇▇▇▇▇
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Title: Vice President
BISYS FUND SERVICES OHIO, INC.
By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------
Title: Executive Vice President
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Schedule B (Additional)
to the Fund Accounting Agreement
between The Victory Portfolios (LifeChoice Funds)
and BISYS Fund Services Ohio, Inc.
Dated as of March 2, 1998
Fund accounting fees will be determined based on a combination of
asset-based charges (subject to minimums), transaction charges, and
out-of-pocket expenses. Asset-based fees are accrued daily upon average total
net assets of a Fund.
Asset charges per Fund - Annually
Net Assets Amounts
First $100 Million .02%
Over $100 Million .01% (60,000 asset charge cap
for each LifeChoice Fund)
Minimum Monthly Asset Charge
The above charge will be subject to a minimum monthly amount of
$1,666.66 per taxable Fund.
Transaction Charges per Fund
$5 per security transaction (including foreign exchanges, patents,
corporate actions, and margin payments).
Multiple Class Charges
A $833 per month charge will be assessed for each class of shares after
the first class. This is separate from and in addition to other charges
and the minimum charge.
Out-of-Pocket Expenses
Out-of-pocket expenses incurred on behalf of the Fund will
be billed monthly and include, but not limited to:
o Payment to pricing or corporate actions vendors
o Costs in obtaining prices for non-exchange traded
securities
o Postage and communication (wires, modem fees)
o Courier expenses
o Microfilming, archiving, etc.
