ADMINISTRATION AGREEMENT
This Administration Agreement is made as of this 1st day of April, 2002
between The Victory Portfolios, a Delaware business trust (herein called the
"Trust"), on behalf of each investment portfolio of the Trust listed on Schedule
I, and such additional investment portfolios as are hereafter created
(individually referred to herein as a "Fund" and collectively, as the "Funds"),
individually and not jointly, and BISYS Fund Services Ohio, Inc., an Ohio
corporation (herein called "BISYS").
WHEREAS, the Trust is an open-end, management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act");
WHEREAS, the Trust offers for sale shares of beneficial interest without
par value of the Funds (herein collectively called "Shares"); and
WHEREAS, the Trust desires to retain BISYS as its Administrator to provide
it with certain administrative services with respect to each of the Funds and
their respective Shares, and BISYS is willing to render such services.
NOW, THEREFORE, in consideration of the premises and mutual covenants set
forth herein, the parties hereto agree as follows:
I. DELIVERY OF DOCUMENTS
The Trust has delivered to BISYS copies of each of the following documents
(receipt of which is acknowledged) and will deliver to it all future amendments
and supplements thereto, if any:
(a) The Trust's Certificate of Trust and all amendments thereto
(such Certificate of Trust, as presently in effect and as it shall from time to
time be amended, herein called the "Trust's Certificate");
(b) The By-Laws of the Trust (such By-Laws as presently in effect
and as they shall from time to time be amended, herein called the "By-Laws");
(c) Resolutions of the Board of Trustees of the Trust authorizing
the execution and delivery of this Agreement;
(d) The Trust's most recent Post-Effective Amendment to its
Registration Statement(s) under the Securities Act of 1933, as amended (the
"1933 Act"), and under the 1940 Act, on Form N-1A as filed with the Securities
and Exchange Commission (the "Commission") relating to the Shares and any
further amendment thereto;
(e) Notification of registration of the Trust under the 1940 Act
on Form N-8A as filed with the Commission; and
(f) Prospectuses and Statements of Additional Information of the
Trust with respect to the Funds (such prospectuses and statements of
additional information, as presently in effect and as they shall from
time to time be amended and supplemented, herein called individually the
"Prospectus" and collectively the "Prospectuses").
II. ADMINISTRATION
1. Appointment of Administrator. The Trust hereby appoints BISYS as
its Administrator for each of the Funds on the terms and for the period set
forth in this Agreement and BISYS hereby accepts such appointment and agrees to
perform the services and duties set forth in this Article II for the
compensation provided in this Article II. The Trust understands that BISYS now
acts and will continue to act as administrator of various investment companies,
and the Trust has no objection to BISYS' so acting. In addition, it is
understood that the persons employed by BISYS to assist in the performance of
its duties hereunder, will not devote their full time to such services and
nothing herein contained shall be deemed to limit or restrict the right of BISYS
or any affiliate of BISYS to engage in and devote time and attention to other
businesses or to render services of whatever kind or nature. BISYS shall, for
all purposes herein, be deemed to be an independent contractor and, unless
otherwise expressly provided or authorized, shall have no authority to act for
or represent the Trust in any way and shall not be deemed an agent of the Trust.
2. Services and Duties.
(a) As Administrator, and subject to the supervision and
control of the Trust's Board of Trustees, BISYS will provide facilities,
equipment, statistical and research data, clerical services, internal compliance
services relating to legal matters, and personnel to carry out all
administrative services required for operation of the business and affairs of
the Trust, other than those investment advisory functions which are to be
performed by the Trust's investment advisers, those services to be performed by
the Trust's custodian, distributor, transfer agent and fund accounting agent,
and those services normally performed by the Trust's counsel and auditors.
BISYS' responsibilities include without limitation the following services:
(1) Providing a facility to receive purchase and
redemption orders via toll-free IN-▇▇▇▇▇ telephone lines or via
electronic transmission;
(2) Providing for the preparing, supervising and mailing of
confirmations for wire, telephone and electronic purchase and
redemption orders;
(3) Providing and supervising the operation of an
automated data processing system to process purchase and
redemption orders received by BISYS (BISYS assumes responsibility
for the accuracy of the data transmitted for processing or
storage);
(4) Overseeing the performance of the Trust's custodian
and transfer agent;
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(5) Making available information concerning each Fund to
its shareholders; distributing written communications to each
Fund's shareholders of record such as periodic listings of each
Fund's securities, annual and semi-annual reports, and
Prospectuses and supplements thereto; and handling shareholder
problems and calls relating to administrative matters; and
(6) Providing and supervising the services of employees
whose principal responsibility and function shall be to preserve
and strengthen each Fund's relationships with its shareholders.
(b) BISYS shall assure that persons are available to transmit
wire, telephone or electronic redemption requests to the Trust's transfer agent
as promptly as practicable.
(c) BISYS shall assure that persons are available to transmit
wire, telephone or electronic orders accepted for the purchase of Shares to the
Trust's transfer agent as promptly as practicable.
(d) BISYS shall participate in the periodic updating of the
Prospectuses and shall coordinate (i) the filing, printing and dissemination of
reports to each Fund's shareholders and the Commission, including but not
limited to annual reports and semi-annual reports on Form N-SAR and notices
pursuant to Rule 24f-2, (ii) the preparation, filing, printing and dissemination
of proxy materials, and (iii) the preparation and filing of post-effective
amendments to the Trust's Registration Statement on Form N-1A relating to the
updating of financial information and other routine matters.
(e) BISYS shall pay all costs and expenses of maintaining the
offices of the Trust, wherever located, and shall arrange for payment by the
Trust of all expenses payable by the Trust.
(f) BISYS, after consultation with legal counsel for the Trust,
shall determine the jurisdictions in which the Shares shall be registered or
qualified for sale and, in connection therewith, shall be responsible for the
maintenance of the registration or qualification of the Shares for sale under
the securities laws of any state. Payment of share registration fees and any
fees for qualifying or continuing the qualification of the Funds shall be made
by the Funds.
(g) BISYS shall provide the services of certain persons who may
be appointed as officers of the Trust by the Trust's Board of Trustees.
(h) BISYS shall oversee the maintenance by the Trust's
custodian and transfer agent of the books and records required under the 1940
Act in connection with the performance of the Trust's agreements with such
entities, and shall maintain, or provide for the maintenance of, such other
books and records (other than those required to be maintained by the Trust's
investment advisers and fund accounting agent) as may be required by law or may
be required for the proper operation of the business and affairs of the Trust
and each Fund. In compliance with the requirements of Rule 31a-3 under the 1940
Act, BISYS agrees that all such books and records which it maintains, or is
responsible for maintaining, for the Funds are the property of
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the Trust and further agrees to surrender promptly to the Trust any of such
books and records upon the Trust's request. BISYS further agrees to preserve for
the periods prescribed by Rule 31a-2 under the 1940 Act said books and records
required to be maintained by Rule 31a-1 under said Act.
(i) BISYS shall coordinate the preparation of the Funds'
federal, state and local income tax returns.
(j) BISYS shall prepare such other reports relating to the
business and affairs of the Trust and each Fund (not otherwise appropriately
prepared by the Trust's investment adviser, transfer agent, fund accounting
agent or the Trust's counsel or auditors) as the officers and Trustees of the
Trust may from time to time reasonably request in connection with the
performance of their duties, and BISYS shall provide reports to the Board of
Trustees summarizing issues relating to the provision of BISYS' services
hereunder, of which BISYS is aware and the Board of Trustees should be aware.
(k) In performing its duties as Administrator of the Trust,
BISYS will act in conformity with the Trust's Certificate, By-Laws and
Prospectuses and with the instructions and directions of the Board of Trustees
of the Trust and will conform to and comply with the requirements of the 1940
Act and all other applicable federal or state laws and regulations.
As to the services to be provided hereunder, BISYS may rely conclusively
upon the terms of the Prospectuses and Statement of Additional Information of
the Trust to the extent that such services are described therein unless BISYS
receives written instructions to the contrary in a timely manner from the Trust.
3. Subcontractors. It is understood that BISYS may from time to time
subcontract with any entity or entities acceptable to the Trust in writing
concerning the provision of administration services hereunder; provided,
however, that the compensation of such persons shall be paid by BISYS and that
BISYS shall be as fully responsible to the Trust, to the extent provided in
Article IV, for the acts of any subcontractor as if such acts were its own.
Notwithstanding the foregoing, BISYS shall have no liability for the
sub-administration services provided by Victory Capital Management, Inc., except
to the extent that such liability arises out of BISYS' acts or omissions for
which it would otherwise be liable for under Article IV hereunder.
4. Expenses Assumed As Administrator. Except as otherwise stated in
this subsection 4, BISYS shall pay all expenses incurred by it in performing its
services and duties as Administrator, including the cost of providing office
facilities, equipment and personnel related to such services and duties. Other
expenses incurred in the operation of the Trust (other than those borne by the
Trust's investment adviser) including taxes, interest, brokerage fees and
commissions, if any, fees of trustees who are not officers, directors, partners,
employees or holders of 5 percent or more of the outstanding voting securities
of the Trust's investment advisers or BISYS or any of their affiliates,
Securities and Exchange Commission fees and state blue sky registration or
qualification fees, advisory fees, charges of custodians, transfer and dividend
disbursing agents' fees, fund accounting agents' fees, fidelity bond and
trustees' and
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officers' errors and omissions insurance premiums, outside auditing and legal
expenses, costs of maintaining corporate existence, costs attributable to
shareholder services, including without limitation telephone and personnel
expenses, costs of preparing and printing Prospectuses for regulatory purposes
and for distribution to existing shareholders, costs of shareholders' reports
and Trust meetings and any extraordinary expenses will be borne by the Trust.
5. Compensation. For the services provided and the expenses assumed
as Administrator pursuant to this Article II, the Trust will pay BISYS a fee,
computed daily and payable monthly, at the annual rate set forth in Schedule II
hereto. Such fee as is attributable to each Fund shall be a separate (and not
joint or joint and several) obligation of each such Fund. No individual Fund
shall have any responsibility for any obligation, if any, with respect to any
other Fund arising out of this Agreement.
6. Survival of Compensation Rights. All rights of compensation under
this Agreement for services performed as of the termination date shall survive
the termination of this Agreement.
III. CONFIDENTIALITY
BISYS will treat confidentially and as proprietary information of the
Trust all records and other information relative to the Trust and the Funds and
their prior or present shareholders or those persons or entities who respond to
BISYS' inquiries concerning investment in the Trust, and except as provided
below, will not use such records and information for any purpose other than
performance of its responsibilities and duties hereunder, or the performance of
its responsibilities and duties with regard to any other investment portfolio
which may be added to the Trust in the future. Any other use by BISYS of the
information and records referred to above may be made only after prior
notification to and approval in writing by the Trust. Such approval shall not be
unreasonably withheld and may not be withheld where (i) BISYS may be exposed to
civil or criminal contempt proceedings for failure to divulge such information;
(ii) BISYS is requested to divulge such information by duly constituted
authorities; or (iii) BISYS is so requested by the Trust.
IV. LIMITATION OF LIABILITY
The duties of BISYS shall be confined to those expressly set forth
herein, and no implied duties are assumed by or may be asserted against BISYS
hereunder. BISYS shall not be liable for any error of judgment or mistake of law
or for any loss arising out of any act or omission in carrying out its duties
hereunder, except a loss resulting from willful misfeasance, bad faith or
negligence in the performance of its duties, or by reason of reckless disregard
of its obligations and duties hereunder, except as may otherwise be provided
under provisions of applicable law which cannot be waived or modified hereby.
(As used in this Article IV, the term "BISYS" shall include partners, officers,
employees and other agents of BISYS as well as BISYS itself.)
So long as BISYS acts in good faith and with due diligence and without
negligence, the Trust and the Adviser assume full responsibility and shall
indemnify, jointly and severally, BISYS and hold it harmless from and against
any and all actions, suits and claims, whether
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groundless or otherwise, and from and against any and all losses, damages,
costs, charges, reasonable counsel fees and disbursements, payments, expenses
and liabilities (including reasonable investigation expenses) arising directly
or indirectly out of BISYS' actions taken or nonactions with respect to the
performance of services hereunder. The indemnity and defense provisions set
forth herein shall indefinitely survive the termination of this Agreement.
BISYS shall indemnify, defend, and hold the Trust harmless from and
against any and all third party claims, actions and suits and all losses,
damages, costs, charges, reasonable counsel fees and disbursements, payments,
expenses and liabilities (including reasonable investigation expenses) resulting
directly and proximately from BISYS's willful misfeasance, bad faith or
negligence in the performance of its duties, or by reason of reckless disregard
of its obligations and duties hereunder.
The indemnification rights hereunder shall include the right to
reasonable advances of defense expenses in the event of any pending or
threatened litigation with respect to which indemnification hereunder may
ultimately be merited. In order that the indemnification provision contained
herein shall apply, however, it is understood that if in any case an
indemnifying party may be asked to indemnify or hold the indemnified party
harmless, the indemnifying party shall be fully and promptly advised of all
pertinent facts concerning the situation in question, and it is further
understood that the indemnified party will use all reasonable care to identify
and notify the indemnifying party promptly concerning any situation which
presents or appears likely to present the probability of such a claim for
indemnification against the indemnifying party, but failure to do so in good
faith shall not affect the rights hereunder.
The indemnifying party shall be entitled to participate at its own
expense or, if it so elects, to assume the defense of any suit brought to
enforce any claims subject to this indemnity provision. If the indemnifying
party elects to assume the defense of any such claim, the defense shall be
conducted by counsel chosen by the indemnifying party and satisfactory to the
indemnified party, whose approval shall not be unreasonably withheld. In the
event that the indemnifying party elects to assume the defense of any suit and
retain counsel, the indemnified party shall bear the fees and expenses of any
additional counsel retained by it. If the indemnifying party does not elect to
assume the defense of a suit, it will reimburse indemnified party for the
reasonable fees and expenses of any counsel retained by the indemnified party.
BISYS shall notify the Trust at any time BISYS believes that it is in
need of the advice of counsel to the Trust with regard to BISYS'
responsibilities and duties pursuant to this Agreement. The Trust shall
authorize counsel to the Trust to give such advice to BISYS, however, this
Agreement shall not obligate counsel to the Trust to give such advice. BISYS may
rely upon the advice of counsel to the Trust, or any other counsel, accountant
or expert authorized by the Trust, and shall in no event be liable to the Trust
or any Fund or any shareholder or beneficial owner of the Trust for any action
reasonably taken pursuant to such advice.
Also, BISYS shall be protected in acting upon any document which it
reasonably believes to be genuine and to have been signed or presented by the
proper person or persons. BISYS will
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not be held to have notice of any change of authority of any officers, employees
or agents of the Trust or the Adviser until receipt of written notice thereof
from the Trust or the Adviser, as the case may be.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT
SHALL BISYS, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE FOR PUNITIVE OR CONSEQUENTIAL
DAMAGES, INCLUDING LOST PROFITS, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT
OF THE PARTIES.
V. ACTIVITIES OF THE ADMINISTRATOR.
The services of BISYS rendered to the Trust are not to be deemed to be
exclusive. BISYS is free to render such services to others and to have other
businesses and interests. It is understood that Trustees, officers, employees
and Shareholders of the Trust are or may be or become interested in BISYS, as
officers, employees or otherwise and that partners, officers and employees of
BISYS and its counsel are or may be or become similarly interested in the Trust,
and that BISYS may be or become interested in the Trust as a Shareholder or
otherwise.
VI. DURATION AND TERMINATION
This Agreement shall become effective as of April 1, 2002, and, unless
sooner terminated as provided herein, shall continue until March 31, 2004 (the
"Initial Term"). Thereafter, if not terminated, this Agreement shall continue
automatically as to a particular Fund for successive terms of two years
("Rollover Periods"); provided that such continuance is specifically approved by
a vote of a majority of those members of the Board of Trustees of the Trust who
are not parties to this Agreement or "interested persons" of any such party, and
by the vote of the Trusts Board of Trustees or a majority of the outstanding
voting securities of such Fund. This Agreement may be terminated without penalty
(i) by provision of a notice of non-renewal in the manner set forth below, (ii)
by mutual agreement of the parties or (iii) for "cause," as defined below, upon
the provision of 60 days advance written notice by the party alleging cause.
Written notice of non-renewal must be provided at least 60 days prior to the end
of the Initial Term or any Rollover Period, as the case may be.
After such termination, for so long as BISYS, with the written consent of
the Trust, in fact 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 termination of this
Agreement 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 in Schedule II hereto, the amount of all its
reasonable cash disbursements and cash disbursements approved by the Trust for
services in connection with its 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
7
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 (a) a material breach
that has not been cured within thirty (30) days following written notice of such
breach from the non-breaching party; (b) a final, unappealable judicial,
regulatory or administrative ruling or order in which the party to be terminated
has been found guilty of criminal or unethical behavior in the conduct of its
business; or (c) financial difficulties on the part of the party to be
terminated which are 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 is in effect, or any applicable law, other than said Title 11, of any
jurisdiction relating to the liquidation or reorganization of debtors or to the
modification or alteration of the rights of creditors.
If, for any reason other than nonrenewal, mutual agreement of the parties
or "cause," as defined above, BISYS' services are terminated herein, BISYS is
replaced as administrator, or if a third party is added to perform all or a part
of the services provided by BISYS under this Agreement (excluding any
sub-administrator appointed by BISYS as provided in Section 2 hereof), then the
Trust shall make a one-time cash payment, in consideration of the fee structure
and services to be provided under this Agreement, and not as a penalty, to BISYS
equal to the balance due BISYS for the remainder of the then-current term of
this Agreement, assuming for purposes of calculation of the payment that such
balance shall be based upon the average amount of the Trust's daily net assets
for the twelve months prior to the date BISYS is replaced or a third party is
added.
In the event the Trust is merged into another legal entity in part or in
whole pursuant to any form of business reorganization or is liquidated in part
or in whole prior to the expiration of the then-current term of this Agreement,
the parties acknowledge and agree that the liquidated damages provision set
forth above shall be applicable in those instances in which BISYS is not
retained to provide administrator services consistent with this Agreement. The
one-time cash payment referenced above shall be due and payable on the day prior
to the first day in which BISYS is replaced or a third party is added.
The parties further acknowledge and agree that, in the event BISYS is
replaced, or a third party is added, as set forth above, (i) a determination of
actual damages incurred by BISYS would be extremely difficult, and (ii) the
liquidated damages provision contained herein is intended to adequately
compensate BISYS for damages incurred and is not intended to constitute any form
of penalty.
VII. AMENDMENT OF THIS AGREEMENT
No provisions of this Agreement may be changed, waived, discharged or
terminated, except by an instrument in writing signed by the party against whom
an enforcement of the change, waiver, discharge or termination is sought.
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VIII. NOTICES
Notices of any kind to be given to the Trust hereunder by BISYS shall be
in writing and shall be duly given if mailed or delivered to the Trust c/o
Victory Capital Management, Inc., Investment Products Group ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President, with a copy to
Kramer, Levin, Naftalis & ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
Attn: ▇▇▇ ▇▇▇▇▇, Esquire, or at such other address or to such individual as
shall be so specified by the Trust to BISYS. Notices of any kind to be given to
BISYS hereunder by the Trust shall be in writing and shall be duly given if
mailed or delivered to BISYS at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, or at such other address or to such individual as
BISYS shall specify to the Trust.
IX. MAINTENANCE OF SYSTEMS
AND EQUIPMENT; UNCONTROLLABLE EVENTS
BISYS shall maintain adequate and reliable computer and other equipment
necessary or appropriate to carry out its obligations under this Agreement. In
the event of computer or other equipment failures beyond its reasonable control,
BISYS shall use its best efforts to minimize service interruptions. BISYS
represents and warrants that the various procedures and systems which it has
implemented with regard to safekeeping from loss or damage attributable to fire,
theft or any other cause of the records, data, equipment, facilities and other
property used in the performance of its obligations hereunder are adequate and
that it will make such changes therein from time to time as are required for the
secure performance of its obligations hereunder. Notwithstanding the foregoing,
BISYS assumes no responsibility hereunder, and shall not be liable for any
damage, loss of data, delay or any other loss caused by events beyond its
reasonable control. In any such event, BISYS shall, at no additional expense to
the Trust, take all steps reasonably necessary to minimize service
interruptions.
X. REPRESENTATIONS AND WARRANTIES
The Trust represents and warrants to BISYS that this Agreement has been
duly authorized by the Trust and, when executed and delivered by the Trust, will
constitute a legal, valid and binding obligation of the Trust, enforceable
against the Trust in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
affecting the rights and remedies of creditors and secured parties.
BISYS represents and warrants that: (a) the various procedures and systems
which BISYS has implemented with regard to safekeeping from loss or damage
attributable to fire, theft or any other cause of the blank checks, records, and
other data of the Trust and BISYS' records, data, equipment, facilities and
other property used in the performance of its obligations hereunder are adequate
and that it will make such changes therein from time to time as are required for
the secure performance of its obligations hereunder; and (b) this Agreement has
been duly authorized by BISYS and, when executed and delivered by BISYS , will
constitute a legal, valid and binding obligation of BISYS, enforceable against
BISYS in accordance with its
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terms, subject to bankruptcy, insolvency, reorganization, moratorium and other
laws of general application affecting the right and remedies of creditors and
secured parties.
XI. MISCELLANEOUS
1. Construction. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. Subject to the provisions of Article V hereof, this Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors and shall be governed by Ohio law; provided,
however, that nothing herein shall be construed in a manner inconsistent with
the 1940 Act or any rule or regulation of the Commission thereunder.
2. Names. The names "The Victory Portfolios" and "Trustees of The
Victory Portfolios" refer respectively to the Trust created and the Trustees, as
trustees but not individually or personally, acting from time to time under a
Certificate of Trust filed on December 21, 1995 at the office of the Secretary
of State of the State of Delaware which is hereby referred to and is also on
file at the principal office of the Trust. The obligations of The Victory
Portfolios entered into in the name or on behalf thereof by any of its trustees,
representatives or agents are made not individually, but in such capacities and
are not binding upon any of the trustees, shareholders or representatives of the
Trust personally but bind only the Trust property, and all persons dealing with
any class of shares of the Trust must look solely to the Trust property
belonging to such class for the enforcement of any claims against the Trust.
3. References to a Fund. Every reference to a Fund will be deemed a
reference solely to the particular Fund (as set forth in Schedule A, as may be
amended from time to time). Under no circumstances shall the rights, obligations
or remedies with respect to a particular Fund constitute a right, obligation or
remedy applicable to any other Fund. In particular, and without otherwise
limiting the scope of this paragraph, BISYS shall not have any right to set off
claims of a Fund by applying property of any other Fund.
4. Assignment. This Agreement and the rights and duties hereunder shall
not be assignable by either party without the written consent of the other
party.
5. Privacy. Nonpublic personal financial information relating to
consumers or customers of the Trust provided by, or at the direction of the
Trust or the Adviser to BISYS, or collected or retained by BISYS to perform its
duties as administrator of the Funds shall be considered confidential
information. BISYS shall not give, sell or in any way transfer such confidential
information to any person or entity, other than affiliates of BISYS except at
the direction of the Trust or as required or permitted by law. BISYS shall have
in place and maintain physical, electronic and procedural safeguards reasonably
designed to protect the security, confidentiality and integrity of, and to
prevent unauthorized access to or use of records and information relating to
consumers of the Trust. The Trust represents to BISYS that it has adopted a
Statement of its privacy policies and practices as required by Securities and
Exchange
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Commission Regulation S-P and agrees to provide BISYS with a copy of that
statement annually.
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. Complete Agreement. This Agreement constitutes the complete
agreement of the parties hereto as to the subject matter covered by this
Agreement, and supercedes all prior negotiations, understandings and agreements
bearing upon the subject matter covered herein, including, without limitation,
the 1998 Agreement.
8. Counterparts. This Agreement may be executed in counterparts, each
of which shall be an original but all of which, taken together, shall constitute
one and the same agreement.
9. Amendments. No amendment to this Agreement shall be valid unless
made in writing and executed by both parties hereto. For special cases, the
parties hereto may amend such procedures set forth herein as may be appropriate
or practical under the circumstances, and BISYS may conclusively assume that any
special procedure which has been approved by the Trust does not conflict with or
violate any requirements of its Declaration of Trust or then-current
prospectuses, or any rule, regulation or requirement of any regulatory body.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
The Victory Portfolios, on behalf of
each Fund listed on Schedule I,
individually and not jointly
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
Attest: _____________________
BISYS Fund Services Ohio, Inc.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title:
-----------------------------
11
Schedule I
to the
Administration Agreement
between
The Victory Portfolios
and
BISYS Fund Services Ohio, Inc.
Dated as of April 1, 2002
Name of Portfolio
-----------------
1.Victory Balanced Fund 19. Victory Federal Money Market Fund
2.Victory Diversified Stock Fund 20. Victory Convertible Fund
3.Victory Growth Fund 21. Victory LifeChoice Conservative Investor Fund
4.Victory Intermediate Income Fund 22. Victory LifeChoice Growth Investor Fund
5.▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Growth Fund 23. Victory LifeChoice Moderate Investor Fund
6.Victory Ohio Municipal Bond Fund 24. Victory Gradison Government Reserves Fund
7.Victory Prime Obligations Fund 25. Victory Small Company Opportunity Fund
8.Victory Real Estate Investment Fund 26. Victory EstablishedValue Fund
9.Victory Special Value Fund 27. Victory Nasdaq 100 IndexFund
10.Victory Stock Index Fund
11.Victory Tax-Free Money Market Fund
12.Victory Value Fund
13.Victory Financial Reserves Fund
14.Victory Fund for Income
15.Victory Institutional Money Market Fund
16.Victory National Municipal Bond Fund
17.Victory New York Municipal Bond Fund
18.Victory Ohio Municipal Money Market Fund
SCHEDULE II
to the
Administration Agreement
between
The Victory Portfolios
and
BISYS Fund Services Ohio, Inc.
2002
FEES
----
Pursuant to ARTICLE II, Section 5 of the Agreement, BISYS shall be
entitled to receive a fee based upon the annual rate set forth below:
Average Daily Net
Assets of the Complex Fee Amount
--------------------- ----------
First $8 billion Fourteen one-hundredths of one
percent (.14%) of average daily net
assets of the Victory Portfolios
Next $17 billion Ten one-hundredths of one percent
(.10%) of average daily net assets
of the Victory Portfolios
All assets exceeding $25 billion Eight one-hundredths of one percent
(.08%) of average daily net assets
of the Victory Portfolios