AMENDED AND RESTATED
MUTUAL FUND CUSTODY AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT is made as of July 2, 2001 by and
between The Victory Portfolios, a Delaware business trust (the "Trust"), which
may issue one or series of shares of beneficial interest (each a "Fund"), and
KeyBank National Association, a bank chartered under the laws of the United
States, having its principal office at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇-▇▇▇▇ (the "Custodian").
W I T N E S S E T H:
WHEREAS, the Trust is registered as an open-end, management
investment company under the Investment Company Act of 1940, as amended (the
1940 Act"); and
WHEREAS, the Trust desires to retain the Custodian to serve as
the Trust's custodian and the Custodian is willing to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is agreed between the parties hereto as
follows:
1. Appointment. The Trust, on behalf of each Fund, separately
and not jointly, hereby appoints the Custodian to act as custodian of the
securities, cash and other property of each Fund listed on Attachment A
hereto, as it may be amended from time to time, on the terms set forth in
this Agreement. The Custodian accepts such appointment and agrees to furnish
the services herein set forth in return for the compensation as provided in
Paragraph 27 of this Agreement.
2. Delivery of Documents. The Trust has furnished The
Custodian with copies properly certified or authenticated of each of the
following:
(a) Resolutions of the Trust's Board of Trustees authorizing
the appointment of the Custodian as custodian of the securities, cash and
other property of each Fund of the Trust and approving this Agreement;
(b) Incumbency and signature certificates identifying and
containing the signatures of the Trust's officers and/or the persons
authorized to sign Proper Instructions, as hereinafter defined, on behalf of
the Trust;
(c) The Trust's Certificate of Trust filed with the Secretary
of State of the State of Delaware and the Trust's Trust Instrument is filed
with the Secretary of the Trust (such Certificate of Trust and Trust
Instrument, as currently in effect and as they shall from time to time be
amended, are herein together called the "Certificate");
(d) The Trust's By-Laws and all amendments thereto (such
By-Laws, as currently in effect and as they shall from time to time be
amended, are herein called the "By-Laws");
(e) Resolutions of the Trust's Board of Trustees and/or the
Trust's shareholders approving the Investment Advisory Agreements between the
Trust on behalf of various Funds and Key Asset Management Inc. dated as of
March 1, 1997 and June 1, 1998
(f) The Administration Agreement between The Trust and BISYS
Fund Services Ohio, Inc. dated as of October 1, 1999;
(g) The Distribution Agreement between the Trust and BISYS Fund
Services Limited Partnership dated as of June 1, 1996;
(h) The Trust's current Registration Statement on Form N-1A
under the 1940 Act and the Securities Act of 1933, as amended ("▇▇▇ ▇▇▇▇
▇▇▇") as filed with the Securities and Exchange Commission ("SEC"); and
(i) The Trust's most recent prospectuses including all
amendments and supplements thereto (the "Prospectus").
The Trust will furnish the Custodian from time to time with
copies of all amendments of or supplements to the foregoing, if any. The
Trust will also furnish the Custodian with a copy of the opinion of counsel
for the Trust with respect to the validity of the statements issued by the
Trust ("Shares") and the status of such Shares under the Act of 1933 filed
with the SEC, and any other applicable federal law or regulation.
3. Definitions.
(a) "Authorized Person". As used in this Agreement, the term
"Authorized Person" means the Trust's President, Vice-President, Treasurer
and any other person, whether or not any such person is an officer or
employee of the Trust, duly authorized by Trustees of the Trust to give
Proper Instructions on behalf of the Trust and the Funds listed on Attachment
A which may be amended from time to time.
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(b) "Book-Entry System". As used in this Agreement, the term
"Book-Entry System" means the Federal Reserve/Treasury book-entry system for
United States and federal agency securities, its successor or successors and
its nominee or nominees.
(c) "Investment Adviser" means each investment adviser of Funds
of the Trust.
(d) "Property". The term "Property", as used in this
Agreement, means:
(i) any and all securities, cash, and other property of the
Trust which the Trust may from time to time deposit, or cause to be
deposited, with the Custodian or which the Custodian may from time to
time hold for the Trust;
(ii) all income, dividends, or distributions of any kind in
respect of any other such securities or other property;
(iii) all proceeds of the sales, repurchase, redemptions (or
otherwise)of any of such securities or other property; and
(iv)all proceeds of the sale of securities issued by the Trust,
which are received by the Custodian from time to time from or on behalf
of the Trust.
(e) "Securities Depository". As used in this Agreement, the
term "Securities Depository" shall mean The Depository Trust Company ("DTC"),
a clearing agency registered with the SEC or its successor or successors and
its nominee or nominees; and shall also mean any other registered clearing
agency, its successor or successors specifically identified in a certified
copy of a resolution of the Trust's Board of Trustees delivered to the
Custodian and specifically approving deposits by the Custodian therein.
(f) "Proper Instructions". Means instructions
(i) delivered by mail; telegram,;, cable; telex; facsimile
sending device; DTC "ID" or "IID" system or any similar system; and any
Trade Order Entry System acceptable to the parties; and received by the
Mutual Funds Custody Division of the Custodian, signed by two
Authorized Persons or by persons reasonably believed by the Custodian
to be Authorized Persons; or
(ii) transmitted electronically through the Custodian Asset
Management System or any similar electronic instruction system
acceptable to the Custodian; or
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(iii) previously agreed to in writing by the Trust and the
Custodian or provided orally by the Trust in form satisfactory to the
Custodian and promptly followed by written instructions signed by an
Authorized Person.
4. Warranties and Representations.
(a) The Trust warrants and represents that:
(i)It is a business trust organized under the laws of the
State of Delaware;
(ii)It is registered as an investment company under the
Investment Company Act of 1940, as amended; and
(iii) It is duly authorized to enter into this Agreement and the
Agreement is a valid and binding obligation of the Trust.
(b) the Custodian warrants and represents that:
(i)It is a national bank duly organized under the laws of the
United States;
(ii)It is duly authorized to enter into this Agreement and the
Agreement is a valid and binding obligation of the Bank; and
(iii) It is under no regulatory restriction that would materially
affect its ability to carry out its obligations under this Agreement.
5. Delivery and Registration of the Property. (a) The Trust
will deliver or cause to be delivered to the Custodian all Property owned by
it, at any time during the period of this Agreement, except for securities
and monies to be delivered to any Subcustodian appointed pursuant to
Paragraph 11 hereof. The Custodian will not be responsible for such
securities and such monies until actually received by it. All securities
delivered to the Custodian or to any such subcustodian (other than in bearer
form) shall be registered in the name of the Trust or in the name of a
nominee of the Trust or in the name of the Custodian or any nominee of the
Custodian (with or without indication of fiduciary status) or in the name of
any subcustodian or any nominee of such subcustodian appointed pursuant to
Paragraph 11 hereof or shall be properly endorsed and in form for transfer
satisfactory to the Custodian.
(b) The Custodian shall at all times hold securities of the
Trust either: (i) by physical possession of the share certificates or other
instruments representing such securities in registered or bearer form; or
(ii) in the Book-Entry System, or (iii) in a Securities Depository or (iv) a
Sub-Custodian (as herein defined) of the Custodian.
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(c) The Custodian shall at all times hold securities of the
Trust in the name of the Custodian, the Trust or any nominee of either of
them, unless otherwise directed by Proper Instructions; provided that, in any
event, all securities and other assets of the Trust shall be held in an
account of the Custodian containing only the securities and assets of the
Trust, or only securities and assets held by the Custodian as a fiduciary or
custodian for customers, and provided further, that the records of the
Custodian shall indicate at all times the Trust or other customer for which
such securities and other assets are held in such account and the respective
interests therein.
6. Voting Rights. It is the Custodian's responsibility to
deliver to the Trust or the Investment Adviser of the relevant Fund, via
overnight mail if necessary, all forms of proxies, all notices of meetings,
and any other notices or announcements materially affecting or relating to
securities owned by the Trust that are received by the Custodian, any
Subcustodian (as hereinafter defined), or any nominee of either of them, and
upon receipt of Proper Instructions, the Custodian shall execute and deliver,
or use its best efforts to cause such Subcustodian or nominee to execute and
deliver, such proxies or other authorizations as may be required. Where
warrants, options, tenders or other securities have fixed expiration dates,
the Trust understands that in order for the Custodian to act, the Custodian
must receive the instructions of the Trust or the Investment Adviser at its
offices in Cleveland, addressed as the Custodian may from time to time
request, by no later than noon (Eastern time) at least one business day prior
to the last scheduled date to act with respect thereto (or such earlier date
or time as the Custodian may reasonably notify the Trust). Absent the
Custodian's timely receipt of such instructions, such instruments will expire
without liability to the Custodian.
7. Exercise of Rights; Tender Offers. Upon receipt of Proper
Instructions, the Custodian shall: (a) deliver warrants, puts, calls, rights
or similar securities to the issuer or trustee thereof, or to the agent of
such issuer or trustee, for the purpose of exercise or sale; and (b) deposit
securities upon invitations for tenders thereof, provided that the
consideration for such securities is to be paid or delivered to the
Custodian, or the tendered securities included in the Proper Instructions
that are received in exchange for the tendered securities are to be returned
to the Custodian. Notwithstanding any provision of this Agreement to the
contrary, the Custodian shall take all action as directed in Proper
Instructions to comply with the terms of all mandatory or compulsory
exchanges, calls, tenders, redemptions, or similar rights of security
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ownership, and shall promptly notify the Trust or the Investment Adviser of
such action in writing by facsimile transmission or in such manner as the
Trust may designate in writing.
8. Options. Upon receipt of Proper Instructions, the
Custodian shall: (a) receive and retain confirmations or other documents, if
any, evidencing the purchase or writing of an option on a security or
securities index by the Trust; (b) deposit and maintain in a segregated
account, securities (either physically or by book entry in a Securities
Depository), cash or other assets; and/or (c) pay, release and/or transfer
such securities, cash, or other assets in accordance with notices or other
communications evidencing the expiration, termination or exercise of such
options furnished by the Options Clearing Corporation, the securities or
options exchange on which such options are traded or such other organization
as may be responsible for handling such option transactions. The Trust and
the broker-dealer shall be responsible for the sufficiency of assets held in
any segregated account established in compliance with applicable margin
maintenance requirements and the performance of other terms of any option
contract, and shall promptly upon notice from the Custodian bring such
accounts into compliance with such terms or requirements.
9. Futures Contracts. Upon receipt of Proper Instructions,
the Custodian shall: (a) receive and retain confirmation, if any, evidencing
the purchase or sale of a futures contract or an option on a futures contract
by a Fund; (b) deposit and maintain in a segregated account, cash, securities
and other assets designated as initial, maintenance or variation "margin"
deposits intended to secure the Trust's performance of its obligations under
any futures contracts purchased or sold or any options on futures contracts
written by the Trust, regarding such margin deposits; and (c) release assets
from and/or transfer assets into such margin accounts only in accordance with
any such Proper Instructions. The Trust shall be responsible for the
sufficiency of assets held in the segregated account in compliance with
applicable margin maintenance requirements and the performance of any futures
contract or option on a futures contract in accordance with its terms, and
shall promptly upon notice act to bring such accounts into compliance with
such terms or requirements.
10. Receipt and Disbursement of Money.
(a) The Custodian shall open and maintain a custody
account for the Trust, and shall hold in such account, subject to the
provisions hereof, all cash received by it from or for the Trust. The
Custodian shall make payments of cash to, or for the account of, the
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Trust from such cash only (i) for the purchase of securities for the Trust as
provided in paragraph 16 hereof; (ii) upon receipt of Proper Instructions, for
the payment of dividends or for the payment of interest, taxes,
administration, distribution or advisory fees or expenses which are to be
borne by the Trust under the terms of this Agreement, any advisory agreement,
any distribution agreement, or any administration agreement; (iii) upon
receipt of Proper Instructions for payments in connection with the conversion,
exchange or surrender of securities owned or subscribed to by the Trust and
held by or to be delivered to the Custodian; (iv) to a subcustodian pursuant
to Paragraph 11 hereof; or (v) upon receipt of Proper Instructions for other
corporate purposes.
(b) The Custodian is hereby authorized to endorse and collect
all checks, drafts or other orders for the payment of money received as
custodian for the Trust.
11. Receipt of Securities.
(a) Except as provided by Paragraph 12 hereof, the Custodian
shall hold all securities and non-cash Property received by it for the
Trust. All such securities and non-cash Property are to be held or disposed
of by the Custodian for the Trust pursuant to the terms of this Agreement.
In the absence of Proper Instructions, the Custodian shall have no power or
authority to withdraw, deliver, assign, hypothecate, pledge or otherwise
dispose of any such securities and non-cash Property, except in accordance
with the express terms provided for in this Agreement. In no case may any
trustee, officer, employee or agent of the Trust, acting as individuals,
withdraw any securities or non-cash Property.
12. Subcustodian Agreements. In connection with its duties
under this Agreement, the Custodian may, at its own expense, enter into
subcustodian agreements with other banks or trust companies for the receipt
of certain securities and cash to be held by the Custodian for the account of
the Trust pursuant to this Agreement; provided that each such bank or trust
company has an aggregate capital, surplus and undivided profits, as shown by
its last published report, of not less then twenty million dollars
($20,000,000) and that such bank or trust company agrees with the Custodian
to comply with all relevant provisions of the 1940 Act and applicable rules
and regulations thereunder. The Custodian will be liable for acts or
omissions of any such subcustodian.
(a) Promptly after the close of business on each day the
Custodian shall furnish the Trust with system access to review a summary of
all transfers to or from the account
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of the Trust during said day. Where securities are transferred to the account
of the Trust established at a Securities Depository or the Book Entry System
pursuant to Paragraph 13 hereof, the Custodian shall use the Securities
Depository or Book Entry System to identity as belonging to such Trust the
securities in a commingled group of securities registered in the name of the
Custodian (or its nominee) or shown in the Custodian's account on the books of
a Securities Depository or the Book-Entry System. At least monthly and from
time to time, the Custodian shall furnish the Trust with a detailed statement
of the Property held for the Trust under this Agreement.
(b) Notwithstanding any other provision of this agreement, no
provision of this Section 12, and no provision of this agreement relating to
subcustodians, shall apply to any agreement entered into by the Custodian for
the purpose of facilitating repurchase transactions by the Fund ("Tri-party
Agreements"), except that (i) the indemnification obligations owed to the
Custodian by the Fund and set forth in Sections 28(a) and (b) shall apply to
such Tri-party Agreements without qualification; and (ii) the Fund's rights
contained in Section 30 of this Agreement shall apply to such Tri-party
Agreements. All actions taken by the Custodian in connection with such
Tri-party Agreements shall be taken solely for the purpose of providing and
accepting instructions at the Fund's request and on the Fund's behalf.
13. Use of Securities Depository or the Book-Entry System. The
Trust shall deliver to the Custodian a certified resolution of the Board of
Trustees of the Trust approving, authorizing and instructing the Custodian on
a continuous and ongoing basis until instructed to the contrary by Proper
Instructions actually received by the Custodian (i) to deposit in a
Securities Depository or the Book-Entry System all securities of the Trust
eligible for deposit therein and (ii) to utilize a Securities Depository or
the Book-Entry System to the extent possible in connection with the
performance of its duties hereunder, including without limitation settlements
of purchases and sales of securities by the Trust, and deliveries and returns
of securities collateral in connection with borrowings. Without limiting the
generality of such use, it is agreed that the following provisions shall
apply thereto:
(a) Securities and any cash of the Trust deposited in a
Securities Depository or the Book-Entry System will at all times be
segregated from any assets and cash controlled by the Custodian in other than
a fiduciary or custodial capacity but may be commingled with other assets
held in such capacities. The Custodian will effect payment for securities,
in the place
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where the transaction is settled, unless the Trust has given the Custodian
Proper Instructions to the contrary.
(b) All Books and records maintained by the Custodian which
relate to the Trust participation in a Securities Depository or the
Book-Entry System will at all times during the Custodian's regular business
hours be open to the inspection of the Trust's duly authorized employees or
agents, and the Trust will be furnished with all information in respect of
the services rendered to it as it may require.
14. Instructions Consistent With The Certificate, etc.
The Custodian shall act only upon Proper Instructions. The Custodian may
assume that any Proper Instructions received hereunder are not in any way
inconsistent with any provision of the Certificate or By-Laws of the Trust or
any vote or resolution of the Trust's Board of Trustees, or any committee
thereof. The Custodian shall be entitled to rely upon any Proper
Instructions actually received by the Custodian pursuant to this Agreement.
The Trust agrees that the Custodian shall incur no liability in acting upon
Proper Instructions given to the Custodian. In accordance with instructions
from the Trust, advances of cash or other Property made by the Custodian,
arising from the purchase, sale, redemption, transfer or other disposition of
Property of the Trust, or in connection with the disbursement of trusts to
any party, or in payment of fees, expenses, claims or liabilities owed to the
Custodian by the Trust, or to any other party which has secured judgment in a
court of law against the Trust which creates an overdraft in the accounts or
over-delivery of Property shall be deemed a loan by the Custodian to the
Trust, to the extent permitted under applicable law. Such loans shall be
payable on demand, bearing interest at such rate customarily charged by the
Custodian for similar loans or such other rate agreed to by the parties. The
Trust agrees that test arrangements, authentication methods or other security
devices to be used with respect to instructions which the Trust may give by
telephone, telex, TWX, facsimile transmission, bank wire or through an
electronic instruction system, shall be processed in accordance with terms
and conditions for the use of such arrangements, methods or devices as the
Custodian may put into effect and modify from time to time. The Trust shall
safeguard any test keys, identification codes or other security devices which
the Custodian makes available to the Trust and agrees that the Trust shall be
responsible for any loss, liability or damage incurred by the Custodian or by
the Trust as a result of the Custodian's acting in accordance with
instructions from any unauthorized person using the proper security device
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unless such loss, liability or damage was incurred as a result of the
Custodian's negligence or willful misconduct. The Custodian may
electronically record, but shall not be obligated to so record, any
instructions given by telephone and any other telephone discussions with
respect to the Account. In the event that the Trust uses the Custodian's
Asset Management System, the Trust agrees that the Custodian is not
responsible for the consequences of the failure of that system to perform for
any reason, beyond the reasonable control of the Custodian, or the failure of
any communications carrier, utility, or communications network. In the event
that system is inoperable, the Trust agrees that it will accept the
communication of transaction instructions by telephone, facsimile
transmission on equipment compatible to the Custodian's facsimile receiving
equipment or by letter, at no additional charge to the Trust.
15. Transactions Not Requiring Instructions. The Custodian is
authorized to take the following action without Proper Instructions:
(a) Collection of Income and Other Payments. The Custodian
shall:
(i)collect and receive for the account of the Trust, all
income and other payments and distributions, including (without
limitation) stock dividends, rights, warrants and similar items,
included or to be included in the Property of the Trust, and promptly
advise the Trust of such receipt and shall credit such income, as
collected, to the Trust. From time to time, the Custodian may elect to
credit, but shall not be so obligated, the account with interest,
dividends or principal payments on payable or contractual settlement
date, in anticipation of receiving same from a payor, central
depository, broker or other agent employed by the Trust or the
Custodian. Any such crediting and posting shall be at the Trust's sole
risk, and the Custodian shall be authorized to reverse any such advance
posting after making every reasonable attempt to collect, in the event
it does not receive good funds from any such payor, central depository,
broker or agent of the Customer.
(ii)with respect to securities of foreign issue, effect
collection of dividends, interest and other income, and to notify the
Trust of any call for redemption, offer of exchange, right of
subscription, reorganization, or other proceedings materially affecting
such securities, or any default in payments due thereon. It is
understood, however, that the Custodian shall be under no
responsibility for any failure or dealing in effecting such collections
or giving such notice with respect to securities of foreign issue,
regardless of
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whether or not the relevant information is published in any financial
service available to it unless such failure or delay is due to its
negligence or willful misconduct; however, this sub-paragraph (ii) shall
not be construed as creating any such responsibility with respect to
securities of non-foreign issue. Collections of income in foreign
currency are, to the extent possible, to be converted into United States
dollars unless otherwise instructed by Proper Instructions, and in
effecting such conversion the Custodian may use such methods or agencies
as it may see fit. All risk and expenses incident to such collection and
conversion is for the account of the Trust and the Custodian shall have
no responsibility for fluctuations in exchange rates affecting any such
conversion.
(iii) endorse and deposit for collection in the name of the
Trust, checks, drafts, or other orders for the payment of money on the
same day as received;
(iv) receive and hold for the account of the Trust all
securities received by the Trust as a result of a stock dividend, share
split-up or reorganization, recapitalization, readjustment or other
rearrangement or distribution of rights or similar securities issued
with respect to any portfolio securities of the Trust held by the
Custodian hereunder;
(v) present for payment and collect the amount payable upon all
securities which may mature or be called, redeemed or retired, or
otherwise become payable on the date such securities become payable;
(vi)take any action which in the opinion of the Custodian may
be necessary and proper in connection with the collection and receipt
of such income and other payments and the endorsements for collection
of checks, drafts and other negotiable instruments;
(vii) with respect to domestic securities, to exchange securities
in temporary form for securities in definitive form, to effect an
exchange of the shares where the par value of stock is changed, and to
surrender securities at maturity or when advised of earlier call for
redemption, against payment therefor in accordance with accepted
industry practice. The Trust understands that the Custodian subscribes
to one or more nationally recognized services that provide information
with respect to calls for redemption of bonds or other corporate
actions. The Custodian shall not be liable for failure to redeem any
called bond or take other action if notice of such call or action was
not provided by any service to which it subscribes provided that the
Custodian shall have acted in good
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faith without negligence or willful misconduct. The Custodian shall have
no duty to notify the Trust of any rights, duties, limitations,
conditions or other information set forth in any security (including
mandatory or optional put, call and similar provisions), but the
Custodian shall forward to the Trust or the appropriate Investment
Adviser any notices or other documents subsequently received in regard
to any such security. When fractional shares of stock of a declaring
corporation are received as a stock distribution, unless specifically
instructed to the contrary in writing, the Custodian is authorized to
sell the fraction received and credit the Trust's account. Unless
specifically instructed to the contrary in writing, the Custodian is
authorized to exchange securities in bearer form for securities in
registered form. If any Property registered in the name of a nominee of
the Custodian is called for partial redemption by the issue of such
Property, the Custodian is authorized to allot the called portion to the
respective beneficial holders of the Property in such manner deemed to
be fair and equitable by the Custodian in its sole discretion.
(b) Deposits of Proceeds of Issuance of Shares. The Custodian
shall collect and receive for the account of the Fund all payments received
in payment for shares of such Fund issued by the Trust.
(c) Redemptions. Upon receipt of notice by the Fund's transfer
agent stating that such transfer agent is required to redeem shares and
specifying the number and class of shares which such transfer agent is
required to redeem and the date and time the request or requests for
redemption were received by the Fund's distributor, the Custodian shall
either (i) pay to such transfer agent, for distribution to the redeeming
shareholder, the amount payable to such shareholder upon the redemption of
such shares as determined in the manner described in the then current
Prospectus, or (ii) arrange for the direct payment of such redemption
proceeds by the Custodian to the redeeming shareholder in accordance with
such procedures and controls as are mutually agreed upon from time to time by
and among the Custodian, the Trust and the Trust's transfer agent.
(d) Miscellaneous Transactions. The Custodian is authorized to
deliver or cause to be delivered Property against payment or other
consideration or written receipt therefor in the following cases:
(i)for examination by a broker selling for the account of the
Trust;
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(ii)for the exchange of interim receipts or temporary
securities for definitive securities;
(iii) for transfer of securities into the name of the Trust or
the Custodian or a nominee of either, or for exchange of securities for
a different number of bonds, certificates, or other evidence,
representing the same aggregate face amount or number of units bearing
the same interest rate, maturity date and call provisions, if any;
provided that, in any such case, the new securities are to be delivered
to the Custodian.
16. Transactions Requiring Instructions. Upon receipt of
Proper Instructions and not otherwise, the Custodian, directly or through the
use of a Securities Depository or the Book-Entry System, shall:
(a) Execute and deliver to such persons as may be designated in
such Proper Instructions, proxies, consents, authorizations, and any other
instruments whereby the authority of the Trust as owner of any securities may
be exercised;
(b) Deliver any securities held for the Trust against receipt
of other securities or cash issued or paid in connection with the
liquidation, reorganization, refinancing, merger, consolidation or
recapitalization of any corporation, or the exercise of any conversion
privilege;
(c) Deliver any securities held for the Trust to any protective
committee, reorganization committee or other person in connection with the
reorganization, refinancing, merger, consolidation, recapitalization or sale
of assets of any corporation, against receipt of such certificates or
deposit, interim receipts or other instruments or documents as may be issued
to it to evidence such delivery;
(d) Make such transfers or exchanges of the assets of the Trust
and take such other steps as shall be stated in said instructions to be for
the purpose of effectuating any duly authorized plan of liquidation,
reorganization, merger, consolidation or recapitalization of the Trust;
(e) Release securities belonging to the Trust to any bank or
trust company for the purpose of pledge or hypothecation to secure any loan
incurred by the Trust; and pay such loan upon redelivery to it of the
securities pledged or hypothecated therefore and upon surrender of the note
or notes evidencing the loan;
(f) Deliver any securities held for the Trust upon the exercise
of a covered call option written by the Trust on such securities; and
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(g) Deliver securities held for the Trust pursuant to separate
security lending agreements.
(h) Regarding dividends and distributions, the Trust shall
furnish the Custodian with appropriate evidence of action by the Trust's
Board of Trustees declaring and authorizing the payment of any dividends and
distributions to the shareholders of the particular Fund. Upon receipt by
the Custodian of Proper Instructions with respect to dividends and
distributions declared by the Trust's Board of Trustees and payable to the
shareholders of the Fund who have elected in the proper manner to receive
their distributions and/or dividends in cash, and in conformance with
procedures mutually agreed upon by the Custodian, the Trust, and the Trust's
transfer agent, the Custodian shall pay to the Trust's transfer agent, as
agent for the shareholders, an amount equal to the amount indicated in said
Proper Instructions as payable by the Trust to such shareholders for
distribution in cash by the transfer agent to such shareholders. In lieu of
paying the Trust's transfer agent cash dividends and distributions, the
Custodian may arrange for the direct payment of cash dividends and
distributions to shareholders by the Custodian in accordance with such
procedures and controls as are mutually agreed upon from time to time by and
among the Trust, the Custodian and the Trust's transfer agent.
17. Purchase of Securities. Promptly after each purchase of
securities, the Trust or the appropriate Investment Adviser shall deliver to
the Custodian (as Custodian) Proper Instructions specifying with respect to
each such purchase: (a) the name of the issuer and the title of the
securities, (b) the number of shares of the principal amount purchased and
accrued interest, if any, (c) the dates of purchase and settlement, (d) the
purchase price per unit, (e) the total amount payable upon such purchase, (f)
the name of the person from whom or the broker through whom the purchase was
made and (g) the Fund for which the purchase was made. The Custodian shall
upon receipt of securities purchased by or for the Trust pay out of the
moneys held for the account of such Trust the total amount payable to the
person from whom or the broker through whom the purchase was made, if and
only if the same conforms to the total amount payable as set forth in such
Proper Instructions.
18. Sales of Securities. Promptly after each sale of
securities, the Trust or the appropriate Investment Adviser shall deliver to
the Custodian Proper Instructions, specifying with respect to each such
sale: (a) the name of the issuer and the title of the security, (b) the
number of shares or principal amount sold, and accrued interest, if any, (c)
the date of sale, (d)
14
the sale price per unit, (e) the total amount payable to the Trust upon such
sale, (f) the name of the broker through whom or the person to whom the sale
was made and (g) the Fund for which the sale was made. The Custodian shall
deliver the securities upon receipt of the total amount payable to the Trust
upon such sale, if and only if the same conforms to the total amount payable
as set forth in such Proper Instructions.
19. Records. The books and records pertaining to the Trust
which are in the possession of the Custodian shall be the property of the
Trust. Such books and records shall be prepared and maintained as required
by the 1940 Act, as amended; other applicable federal and state securities
laws and rules and regulations; and, any state or federal regulatory body
having appropriate jurisdiction. The Trust, or the Trust's authorized
representative, shall have access to such books and records at all times
during the Custodian's normal business hours, and such books and records
shall be surrendered to the Trust promptly upon request. Upon reasonable
request of the Trust, copies of any such books and records shall be provided
by the Custodian to the Trust or the Trust's authorized representative.
20. Reports. The Custodian shall furnish the Trust the
following reports:
(a) such periodic and special reports as the Trustees may
reasonably request;
(b) a monthly statement summarizing all transactions and
entries for the account of each Fund;
(c) a monthly report of Fund securities belonging to each Fund
showing the adjusted amortized cost of the issues and the market value at the
end of the month;
(d) a monthly report of the cash account of each Fund showing
disbursements;
(e) either directly, or through it agent, any report or
notification regarding Foreign Depositories, as required in Section 21(b),
Compliance with Rules Under the 1940 Act; and
(f) such other information as may be agreed upon from time to
time between the Trustees and the Custodian.
21. Compliance With Rules Under the 1940 Act.
(a) The Custodian shall comply with the requirements of Rule
17f-2 under the 1940 Act and will permit access to the Fund's securities only
in compliance with the requirements of Rule 17f-2; and
15
(b) The Custodian, with respect to: Euroclear; Clearstream
Banking, societe anonyme; each Eligible Securities Depository, as defined in
Rule 17f-7 under the 1940 Act identified to the Fund from time to time; and
the respective successors and nominees to the forgoing (each a "Foreign
Depository"), shall exercise reasonable care, prudence, and diligence (i) to
provide, either directly or through its agents, the Fund or the Fund's
investment adviser with an analysis of the custody risks associated with
maintaining assets with the Foreign Depository, and (ii) to monitor, either
directly or through its agents, such custody risks on a continuing basis and
promptly notify the Fund or the Fund's investment adviser of any material
change in such risks. The Fund acknowledges and agrees that such analysis
and monitoring shall be made by the Custodian directly or through its agents
on the basis of, and limited by, information gathered from subcustodians used
by the Custodian or its agents, trade associations of which Custodian or its
agents is or are a member or members, or through publicly available
information otherwise obtained by the Custodian or its agents and shall not
include any evaluation of Country Risks. In analyzing and monitoring such
custody risks, Custodian shall endeavor, either directly or through its
agents, to consider, among other things: (1) the Foreign Depository's
expertise and market reputation; (2) the quality of the Foreign Depository's
services; (3) the Foreign Depository's financial strength; (4) any insurance
or indemnification arrangements maintained by the Foreign Depository; (5) the
extent and quality of regulation and independent examination of the Foreign
Depository; (6) the Foreign Depository's standing in published ratings; (7)
the Foreign Depository's internal controls and other procedures for
safeguarding investments; and (8) any legal protection related to the Foreign
Depository and the performance of its services. As used herein the term
"Country Risks" shall mean with respect to any Foreign Depository: (a) the
financial infrastructure of the country in which it is organized, (b) such
country's prevailing settlement practices, (c) nationalization, expropriation
or other governmental actions, (d) such country's regulation of the banking
or securities industry, (e) currency controls, restrictions, devaluations or
fluctuations, and (f) market conditions which affect the order execution of
securities transactions or affect the value of securities.
(c) Notwithstanding any other provision in this agreement, the
Trust, on behalf of each Fund, individually and not jointly, represents and
warrants to the Custodian that each Fund or its adviser has determined that
the custody arrangements of each Foreign Depository provide reasonable
safeguards against the custody risks associated with maintaining
16
assets with such Foreign Depository within the meaning of Rule 17f-7 under the
1940 Act. It is understood that Bank of New York, as agent of Custodian,
intends to rely on this representation and warranty, and that such
representation and warranty shall be continuing and shall be deemed to be
reaffirmed by the Trust upon delivery of any Proper Instructions.
22. Cooperation with Accountants. The Custodian shall
cooperate with the Trust's independent certified public accountants and shall
take all reasonable action in the performance of its obligations under this
Agreement to assure that the necessary information is made available to such
accountants for the expression of their unqualified opinion, including but
not limited to the opinion included in the Trust's semiannual report on the
Trust's Form N-SAR.
23. Confidentiality. The Custodian agrees on behalf of itself
and its employees to treat confidentially and as the proprietary information
of the Trust all records and other information relative to the Trust and its
prior, present or potential Shareholders and relative to the advisors and its
prior, present or potential customers, and not to use such records and
information for any purpose other than performance of its responsibilities
and duties hereunder, except after prior notification to and approval in
writing by the Trust, which approval shall not be unreasonably withheld and
may not be withheld where the Custodian may be exposed to civil or criminal
contempt proceedings for failure to comply, when requested to divulge such
information by duly constituted authorities, or when so requested by the
Trust. Nothing contained herein, however, shall prohibit the Custodian from
advertising or soliciting the public generally with respect to other products
or services, regardless of whether such advertisement or solicitation may
include prior, present or potential Shareholders of the Trust provided that,
in no event, will any information obtained as custodian be used in any such
solicitation or advertisement.
24. Equipment Failures. In the event of the failure of certain
equipment including but not limited to data processing equipment,
telecommunications equipment, or power generators located at the Custodian,
at a designated Subcustodian or nominee, or at a third party contracted to
for certain securities processing services, the Custodian shall, at no
additional expense to the Trust, take reasonable steps to minimize service
interruptions but shall not have liability with respect thereto. The
Custodian shall enter into and shall maintain in effect with appropriate
parties one or more agreements making reasonable provision for backup
emergency use of electronic data processing equipment to the extent
appropriate equipment is available.
17
25. Right to Receive Advice.
(a) Advice of Trust. If the Custodian shall be in doubt as to
any action to be taken or omitted by it, it may request, and shall promptly
receive, clarification or advice from the Trust.
(b) Advice of Counsel. If the Custodian shall be in doubt as
to any question of law involved in any action to be taken or omitted by the
Custodian, it may request advice at its own cost from counsel of its own
choosing (who may be counsel for the Trust or the Custodian, at the option of
the Custodian).
(c) Conflicting Advice. In case of conflict between directions
or advice received by the Custodian pursuant to subparagraph (a) of this
paragraph and advice received by the Custodian pursuant to subparagraph (b)
of this paragraph, the Custodian shall be entitled to rely on and follow the
advice received pursuant to the latter provision alone.
(d) Protection of the Custodian. The Custodian shall be
protected in any action or inaction which it takes or omits to take in
reliance on any directions or advice received pursuant to subparagraph (a) of
this section. However, nothing in this paragraph shall be construed as
imposing upon the Custodian any obligation (i) to seek such directions or
advice, or (ii) to act in accordance with such directions or advice when
received. Nothing in this subparagraph shall excuse the Custodian when an
action or omission on the part of the Custodian constitutes willful
misfeasance or negligence by the Custodian of its duties under this Agreement.
26. Compliance with Governmental Rules and Regulations. The
Trust assumes full responsibility for insuring that the contents of each
Prospectus of the Trust complies with all applicable requirements of the 1933
Act, the 1940 Act, and any laws, rules and regulations of governmental
authorities having jurisdiction.
27. Compensation. As compensation for the services described
within this agreement and rendered by the Custodian during the term of this
Agreement, the Trust shall pay to the Custodian the fees provided on
Attachment B hereto, as it may be amended from time to time. In addition,
the Trust agrees to reimburse the Custodian for any out-of-pocket expenses
described in Attachment B to this Agreement, incurred in providing the
services contained within this Agreement.
18
28. Indemnification. (a) The Trust, on behalf of each Fund
individually and not jointly, as sole owner of the Property, agrees, to the
extent permitted by applicable law, to indemnify and hold harmless the
Custodian and its nominees from all taxes, charges, expenses, assessments,
claims, and liabilities (including, without limitation, liabilities arising
under the 1933 Act, the Securities Exchange Act of 1934, the 1940 Act, and
any state and foreign securities and blue sky laws, all as or to be amended
from time to time) and expenses, including (without limitation) reasonable
attorney's fees and disbursements, arising directly or indirectly (a) from
the fact that securities included in the Property are registered in the name
of any such nominee or (b) without limiting the generality of the foregoing
clause (a) from any action or thing which the Custodian takes or does or
omits to take or do (i) at the request or on the direction of or in reliance
on the advice of the Trust given in accordance with the terms of this
Agreement, or (ii) upon Proper Instructions, provided, that neither the
Custodian nor any of its nominees or subcustodian shall be indemnified
against any liability to the Trust or to its Shareholders (or any expenses
incident to such liability) (x) arising out of the Custodian's or such
nominee's or subcustodian's own willful misfeasance or negligence of its
duties under this Agreement or any agreement between the Custodian and any
nominee or subcustodian, or (y) constituting any incidental or consequential
damages. In the event of any advance of cash for any purpose made by the
Custodian resulting from Proper Instructions of the Trust, or in the event
that the Custodian or its nominee or subcustodian shall incur or be assessed
any taxes, charges, expenses, assessments, claims or liabilities in
connection with the performance of this Agreement, except such as may arise
from its or its nominee's or subcustodian's own negligence or willful
misfeasance, the Trust shall promptly reimburse the Custodian for such
advance of cash or such taxes, charges, expenses, assessments, claims or
liabilities.
(b) Subject to the limitations set forth in this Agreement, the
Trust, on behalf of each Fund individually, and not jointly, agrees to
indemnify and hold harmless the Custodian and its nominees from all loss,
damage and expense (including reasonable attorney's fees) suffered or
incurred by the Custodian or its nominee caused by or arising from actions
taken by the Custodian in reliance upon Proper Instructions; provided,
however, that such indemnity shall not apply to (x) loss, damage or expense
occasioned by or resulting from the negligence or willful misfeasance of the
Custodian or its nominee or any material breach of this Agreement by the
Custodian or its nominee or (y) incidental or consequential damages. In
addition, the Trust
19
agrees to indemnify the Custodian against any liability incurred by reason of
taxes assessed to the Custodian, or other loss, damage or expenses incurred by
such person, resulting solely from the fact that securities and other property
of the Trust is registered in the name of such person; provided, however, that
in no event shall such indemnification be applicable to income, franchise or
similar taxes which may be imposed or assessed against the Custodian.
29. Notice of Litigation, Right to Prosecute. The Custodian
shall promptly inform the Trust in writing of the commencement of any
litigation or proceeding in respect of which indemnity may be sought under
the above paragraph 28. The Trust shall be entitled to participate in any
such litigation or proceeding and, after written notice from the Trust to the
Custodian, the Trust may assume the defense of such litigation or proceeding
with counsel of its choice at its own expense. The Custodian shall not
consent to the entry of any judgement or enter into any settlement in any
such litigation or proceeding without providing the Trust with adequate
notice of any such settlement or judgement. The Custodian shall submit
written evidence to the Trust with respect to any cost or expense for which
it is seeking indemnification in such form and detail as the Trust may
reasonably request.
30. Trust's Right to Proceed. Notwithstanding anything to the
contrary contained herein, the Trust shall have, at its election upon
reasonable notice to the Custodian, the right to enforce, to the extent
permitted by any applicable agreement and applicable law, the Custodian's
rights against any Subcustodian or Securities Depository for loss, damage or
expense caused the Custodian or the Trust by such Subcustodian or Securities
Depository and shall be entitled to enforce the rights of the Custodian with
respect to any claim against such Subcustodian or Securities Depository which
the Custodian may have as a consequence of such loss, damage or expense, if
and to the extent that the Trust has not been made whole for any such loss or
damage. The Custodian agrees to cooperate with the Trust and take all
actions reasonably requested by the Trust in connection with the Trust's
enforcement of any rights of the Custodian. The Trust agrees to reimburse
the Custodian for all reasonable out-of-pocket expenses incurred by the
Custodian in connection with the fulfillment of its obligations as long as
the Custodian has not otherwise breached the terms of this Agreement.
31. Responsibility of the Custodian. The Custodian shall not
be required to take any action except as specifically set forth herein. The
Custodian shall be responsible for its own negligent failure or that of any
subcustodian it shall appoint to perform its duties under this Agreement.
Without limiting the generality of the foregoing or of any other provision of
this Agreement, the Custodian in connection with its duties under this
20
Agreement shall not be under any duty or obligation to inquire into and shall
not be liable for or in respect of (a) the validity or invalidity or
authority or lack thereof of any advice, direction, notice or other
instrument which conforms to the applicable requirements of this Agreement,
if any, and which the Custodian believes to be genuine, (b) the validity of
the issue of any securities purchased or sold by the Trust, the legality of
the purchase or sale thereof or the propriety of the amount paid or received
therefore, (c) the legality of the issue or sale of any Shares, or the
sufficiency of the amount to be received therefor, (d) the legality of the
redemption of any Shares, or the propriety of the amount to be paid
therefore, (e) the legality of the declaration or payment of any dividend or
distribution on Shares, or (f) delays or errors or loss of data occurring by
reason of circumstances beyond the Custodian's control, including acts of
civil or military authority, national emergencies, labor difficulties, fire,
mechanical breakdown (except as provided in Paragraph 24), flood or
catastrophe, acts of God, insurrection, war, riots, or failure of the mail,
transportation, communication or power supply. In no event will the Custodian
be liable for special, indirect or consequential damages or lost profits or
loss of business, which may be suffered by the Trust or any third party, even
if previously informed of the possibility of such damages.
32. Collection. All collections of monies or other property in
respect, or which are to become part, of the Property (but not the
safekeeping thereof upon receipt by the Custodian) shall be at the sole risk
of the Trust. In any case in which the Custodian does not receive any
payment due the Trust within a reasonable time after the Custodian has made
proper demands for the same, it shall so notify the Trust in writing,
including copies of all demand letters, any written responses thereto, and
memoranda of all oral responses thereto, and to telephonic demands, and await
instructions from the Trust. the Custodian shall not be obliged to take
legal action for collection unless and until reasonably indemnified to its
satisfaction. The Custodian shall also notify the Trust as soon as
reasonably practicable whenever income due on securities is not collected in
due course.
33. Duration and Termination. This Agreement shall be
effective as of the date hereof and shall continue until termination by the
Trust or by the Custodian on 60 day's written notice. Upon any termination
of this Agreement, pending appointment of a successor to the Custodian or a
vote of the Shareholders of the Trust to dissolve or to function without a
21
custodian of its cash, securities or other property, the Custodian shall not
deliver cash, securities or other property of the Trust to the Trust, but may
deliver them to a bank or trust company designated by the Trust or, failing
that, to a bank or trust company of the Custodian's selection, having
aggregate capital, surplus and undivided profits, as shown by its last
published report of not less than twenty million dollars ($20,000,000) as a
successor custodian for the Trust to be held under terms similar to those of
this Agreement, provided, however, that the Custodian shall not be required
to make any such delivery or payment until full payment shall have been made
by the Trust of all liabilities constituting a charge on or against the
properties then held by the Custodian or on or against the Custodian and
until full payment shall have been made to the Custodian of all of its fee,
compensation, costs and expenses, subject to the provisions of Paragraph 26
of this Agreement. The termination by the Trust of a particular Series or
Fund within the Trust that does not result in the closure of the Trust does
not constitute termination of this Agreement.
34. Notices. Notices shall be addressed,
If to the Trust: The Victory Portfolios
c/o BISYS Fund Services
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: President
With a copy to: Kramer, Levin, Naftalis & ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇ ▇. ▇▇▇▇▇
If to the Custodian: KeyBank National Association
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ -1306
Attention: Division Head
Master Trust Division
22
or, if the address is to neither of the foregoing, at such other address as
shall have been notified to the sender of any such Notice or other
communication. If the location of the sender of a Notice and the address of
the addressee thereof are, at the time of sending, more than 100 miles apart,
the Notice may be sent by first-class mail, in which case it shall be deemed
to have been given three days after it is sent, or if sent by confirming
telegram, cable, telex or facsimile sending device, it shall be deemed to
have been given immediately, and, if the location of the sender of a Notice
and the address of the addressee thereof are, at the time of sending, not
more than 100 miles apart, the Notice may be sent by first-class mail, in
which case it shall be deemed to have been given two days after it is sent,
or if sent by messenger, it shall be deemed to have been given on the day it
is delivered, or if sent by confirming telegram, cable, telex or facsimile
sending device, it shall be deemed to have been given immediately. All
postage, cable, telegram, telex and facsimile sending device charges arising
from the sending of a Notice hereunder shall be paid by the sender.
35. Applicability of Agreement to Funds Individually, not
Jointly. The Trust has entered into this Agreement on behalf of each Fund
listed on Attachment A individually, and not jointly. The rights and
obligations of the Trust described in this Agreement apply to each individual
Fund. No Fund shall have any liability for any costs or expenses incurred by
any other Fund. In seeking to enforce a claim against any Fund, the
Custodian shall look to the assets only of that Fund and not to the assets of
any other Fund.
36. Further Actions. Each party agrees to perform such further
acts and execute such further documents as are necessary to effectuate the
purposes hereof.
37. Amendments. This Agreement or any part hereof may be
changed or waived only by an instrument in writing signed by the party
against which enforcement of such change or waiver is sought.
38. Liability of Trustees and Shareholders. A copy of the
Certificate of Trust of the Fund is on file with the Secretary of the State
of Delaware, and notice is hereby given that this instrument is executed on
behalf of the trustees of the Fund 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 Fund.
39. Miscellaneous. This Agreement embodies the entire
Agreement and understanding between the parties hereto, and supersedes all
prior agreements and
23
understandings relating to the parties hereto. 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.
This Agreement shall be deemed to be a contract made in Ohio and governed by
Ohio law. 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. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors.
24
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their officers designated below as of the day and year
first above written.
KEYBANK NATIONAL ASSOCIATION
Attest: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------- ----------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: AVP Title: Vice President
THE VICTORY PORTFOLIOS, on behalf of each
Fund listed on Attachment A, individually
and not jointly
Attest: /s/ ▇▇▇▇▇▇▇▇▇ ▇. Plants Name: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------ -------------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇. Plants Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Team Coordinator Title: Secretary
25
ATTACHMENT A
To the Amended and Restated Mutual Fund Custody Agreement dated July 2, 2001
Between The Victory Portfolios and KeyBank National Association.
1. Balanced Fund, Class A and G Shares
2. Convertible Securities Fund, Class A and G Shares
3. Diversified Stock Fund, Class A, B and G Shares
4. Growth Fund, Class A and G Shares
5. Established Value Fund, Class A and G Shares
6. Federal Money Market Fund, Investor and Select Shares
7. Financial Reserves Fund, Class A Shares
8. Fund for Income, Class A and G Shares
9. Gradison Government Reserves Fund, Class G Shares and Trust Shares
10. Institutional Money Market Fund, Investor and Select Shares
11. Intermediate Income Fund, Class A and Class G Shares
12. International Growth Fund, Class A and G Shares
13. LifeChoice Conservative Investor Fund, Class A Shares
14. LifeChoice Growth Investor Fund, Class A Shares
15. LifeChoice Moderate Investor Fund, Class A Shares
16. Nasdaq-100 Index Fund, Class A and G Shares
17. National Municipal Bond Fund, Class A and G Shares
18. New York Tax-Free Fund, Class A and G Shares
19. Ohio Municipal Bond Fund, Class A and G Shares
20. Ohio Municipal Money Market Fund, Class A Shares
21. Prime Obligations Fund, Class A Shares
22. Real Estate Investment Fund, Class A and G Shares
23. Small Company Opportunity Fund, Class A and G Shares
24. Special Value Fund, Class A and G Shares
25. Stock Index Fund, Class A and G Shares
26. Tax-Free Money Market Fund, Class A Shares
27. Value Fund, Class A and G Shares
As of October 15, 2001
26
ATTACHMENT B
Custody Service Fees
For the services as described in this Agreement, each Fund of the Trust
listed on Attachment A hereto shall pay a custody safekeeping fee and custody
transaction fees as follows:
Domestic Custody Safekeeping Fees
.018% (1.8 Basis Points) on the assets of the Funds
Domestic Custody Transaction Fees
$15.00 per DTC or Fed Book Entry transaction
$25.00 per physical transaction
$40.00 per future or option wire
$15.00 per Government Paydown
$ 8.00 per wire transfer
Global Custody Safekeeping Fees
.15% on first $250,000,00 in assets per Fund
.12% on assets in excess of $250,000,000 per Fund
Global Custody Transaction Fees (by Country)
GROUP I GROUP II
Austria Australia
Belgium Canada
Denmark France
Finland Hong Kong
Germany Italy
Japan Netherlands
Norway Singapore/Malaysia
Sweden Spain
Switzerland United Kingdom
CEDEL/Euroclear Eligible Other Fixed Income
Fixed Income
$40.00 per transaction $80.00 per transaction
27
ATTACHMENT B (CONT.)
VICTORY FUNDS EXCEPTIONS
LifeChoice Growth Investor Fund
LifeChoice Moderate Investor Fund
LifeChoice Conservative Investor Fund
No Custody Charge Applies.
Transaction Charges Apply Per Domestic and Foreign Schedules on Page 1.