Exhibit 99.h(10)
EXPENSE LIMITATION AGREEMENT
Between
THE VICTORY VARIABLE INSURANCE FUNDS
and
VICTORY CAPITAL MANAGEMENT INC.
EXPENSE LIMITATION AGREEMENT, effective as of January 1, 2003 by and
between The Victory Variable Insurance Funds (the "Trust") and Victory Capital
Management Inc. ("Victory Capital Management"), on behalf of each series of the
Trust set forth in Schedule A attached hereto (each a "Fund" and collectively,
the "Funds.")
WHEREAS, the Trust is a business organized under the laws of the State of
Delaware, and is registered under the Investment Company Act of 1940, as amended
(the "1940 Act"), as an open-end management company of the series type, and each
Fund is a series of the Trust; and
WHEREAS, the Trust and Victory Capital Management have entered into an
Investment Advisory Agreement ("Advisory Agreement"), pursuant to which Victory
Capital Management provides investment advisory services to each Fund listed in
Schedule A, which may be amended from time to time, for compensation based on
the value of the average daily net assets of each such Fund; and
WHEREAS, the Trust and Victory Capital Management have determined that it
is appropriate and in the best interests of each Fund and its shareholders to
maintain the expenses of each Fund, and, therefore, have entered into this
Expense Limitation Agreement (the "Agreement"), in order to maintain each Fund's
expense ratios at the levels specified in Schedule A attached hereto; and
NOW THEREFORE, the parties hereto agree that the Agreement provides as
follows:
1. Expense Limitation.
1.1 Applicable Expense Limit. To the extent that the aggregate expenses
incurred by a Fund in any fiscal year, including but not limited to investment
advisory fees of Victory Capital Management (but excluding interest, taxes,
brokerage commissions, other expenditures that are capitalized in accordance
with generally accepted accounting principles, other extraordinary expenses not
incurred in the ordinary course of such Fund's business) ("Fund Operating
Expenses"), exceed the Operating Expense Limit, as defined in Section 1.2 below,
such excess amount (the "Excess Amount") shall be the liability of Victory
Capital Management.
1.2 Operating Expense Limit. The maximum Operating Expense Limit in any
year with respect to each Fund shall be the amount specified in Schedule A based
on a percentage of the average daily net assets of each Fund.
2. Term and Termination of Agreement.
2.1 This Agreement with respect to the Funds shall continue in effect
until the respective dates of termination set forth in the Attachment.
C-7
3. Miscellaneous.
3.1 Captions. The captions in this Agreement are included for convenience
of reference only and in no other way define or delineate any of the provisions
hereof or otherwise affect their construction or effect.
3.2 Interpretation. Nothing herein contained shall be deemed to require
the Trust or the Funds to take any action contrary to the Trust's Trust
Instrument or by-laws, or any applicable statutory or regulatory requirement to
which it is subject or by which it is bound, or to relieve or deprive the
Trust's Board of Trustees of its responsibility for and control of the conduct
of the affairs of the Trust or the Funds.
3.3 Definitions. Any question of interpretation of any term or provision
of this Agreement, including but not limited to the investment advisory fee, the
computations of net asset values, and the allocation of expenses, having a
counterpart in or otherwise derived from the terms and provisions of the
Advisory Agreement or the 1940 Act, shall have the same meaning as and be
resolved by reference to such Advisory Agreement or the 1940 Act.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their respective officers thereunto duly authorized and their respective
corporate seals to be hereunto affixed, as of the day and year first above
written.
THE VICTORY VARIABLE INSURANCE FUNDS
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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VICTORY CAPITAL MANAGEMENT INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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2
SCHEDULE A
TO EXPENSE LIMITATION AGREEMENT
between
THE VICTORY VARIABLE INSURANCE FUNDS
and
VICTORY CAPITAL MANAGEMENT INC.
OPERATING EXPENSE LIMITS AS OF APRIL 15, 2004
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Maximum
Operating
Expense
Name of Fund and Class Limit Date of Termination
---------------------- ----- -------------------
Diversified Stock - Class A 1.50% April 30, 2005
Investment Quality Bond - Class A 1.60% April 30, 2005
Small Company Opportunity - Class A 1.50% April 30, 2005
Ratified: May 18, 2004
Acknowledged:
The Victory Variable Insurance Funds Victory Capital Management Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title Secretary Title Managing Director