AMENDED AND RESTATED
MUTUAL FUND CUSTODY AGREEMENT
THIS AGREEMENT is made as of August 1, 1996, 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 Key Trust
Company of Ohio, N.A., 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 "ByLaws");
(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 Mutual Fund Advisers, Inc. dated as of
January 1, 1996
(f) The Administration Agreement between The Trust and BISYS
Fund Services Limited Partnership dated as of June 1, 1996;
(g) The Distribution Agreement between the Trust and BISYS
Fund Services Limited Partnership dated as of June 1, 1996;
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(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.
(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:
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(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
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(ii) transmitted electronically through the Custodian
Asset Management System or any similar electronic instruction system
acceptable to the Custodian; or
(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 Commonwealth of Massachusetts;
(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.
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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.
(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
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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
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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
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
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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 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
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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.
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(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 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
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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 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
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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 unless such loss, liability or
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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
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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 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;
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(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 faith without negligence or willful misconduct.
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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
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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;
(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:
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(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
- 20 -
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) 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.
- 21 -
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; and
(e) such other information as may be agreed upon from time to
time between the Trustees and the Custodian.
21. Compliance with Rule 17f-2. 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.
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.
- 22 -
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
- 23 -
backup emergency use of electronic data processing equipment to the extent
appropriate equipment is available.
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.
- 24 -
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.
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
- 25 -
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 agrees to
indemnify the Custodian against any liability incurred by reason of taxes
assessed to the Custodian, or other loss, damage or expenses
- 26 -
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
- 27 -
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 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,
- 28 -
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 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
- 29 -
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: Key Trust Company of Ohio, N.A.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ -1306
Attention: Division Head
Master Trust Division
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
- 30 -
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
Commonwealth of Massachusetts, and notice
- 31 -
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 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
New York and governed by New York 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.
- 32 -
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.
and: /s/
----------------- KEY TRUST COMPANY OF OHIO, N.A.
Vice President
Attest: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------- --------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Trust Officer Title: Vice President
THE VICTORY PORTFOLIOS, on behalf of each
Fund listed on Attachment A, individually
and not jointly
Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------- ----------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Assistant Secretary Title: Secretary
- 33 -
ATTACHMENT A
NAME OF FUND
1. The Victory Balanced Fund
2. The Victory Diversified Stock Fund
3. The Victory Financial Reserves Fund
4. The Victory Fund for Income
5. The Victory Government Bond Fund
6. The Victory Government Mortgage Fund
7. The Victory Growth Fund
8. The Victory Institutional Money Market Fund
9. The Victory Intermediate Income Fund
10. The ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Growth Fund
11. The Victory Investment Quality Bond Fund
12. The Victory Limited Term Income Fund
13. The Victory National Municipal Bond Fund
14. The Victory New York Tax-Free Fun
15. The Victory Ohio Municipal Bond Fund
16. The Victory Ohio Municipal Money Market Fund
17. The Victory Ohio Regional Stock Fund
18. The Victory Prime Obligations Fund
19. The Victory Special Growth Fund
20. The Victory Special Value Fund
21. The Victory Stock Index Fund
22. The Victory Tax-Free Money Market Fund
23. The Victory U.S. Government Obligations Fund
24. The Victory Value Fund
- 34 -
ATTACHMENT A
AMENDED AS OF MARCH 1, 1997
NAME OF FUND
1. The Victory Balanced Fund
2. The Victory Diversified Stock Fund
3. The Victory Financial Reserves Fund
4. The Victory Fund for Income
5. The Victory Government Bond Fund
6. The Victory Government Mortgage Fund
7. The Victory Growth Fund
8. The Victory Institutional Money Market Fund
9. The Victory Intermediate Income Fund
10. The ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Growth Fund
11. The Victory Investment Quality Bond Fund
12. The Victory Limited Term Income Fund
13. The Victory National Municipal Bond Fund
14. The Victory New York Tax-Free Fun
15. The Victory Ohio Municipal Bond Fund
16. The Victory Ohio Municipal Money Market Fund
17. The Victory Ohio Regional Stock Fund
18. The Victory Prime Obligations Fund
19. The Victory Special Growth Fund
20. The Victory Special Value Fund
21. The Victory Stock Index Fund
22. The Victory Tax-Free Money Market Fund
23. The Victory U.S. Government Obligations Fund
24. The Victory Value Fund
25. The Victory Lakefront Fund
26. The Victory Real Estate Investment Fund
- 34 -
SCHEDULE A
VICTORY FUNDS
1. Victory U.S. Government Obligations Fund
2. Victory Prime Obligations Fund
3. Victory Tax-Free Money Market Fund
4. Victory Limited Term Income Fund
5. Victory Government Mortgage Fund
6. Victory Intermediate Income Fund
7. Victory Investment Quality Bond Fund
8. Victory Ohio Municipal Bond Fund
9. Victory Balanced Fund
10. Victory Stock Index Fund
11. Victory Value Fund
12. Victory Diversified Stock Fund
13. Victory Growth Fund
14. Victory Special Value Fund
15. Victory Special Growth Fund
16. Victory Ohio Regional Stock Fund
17. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Growth Fund
18. Victory Financial Reserves Fund
19. Victory Fund for Income
20. Victory Institutional Money Market Fund
21. Victory National Municipal Bond Fund
22. Victory New York Tax-Free Fund
23. Victory Ohio Municipal Money Market Fund
24. Victory Lakefront Fund
25. Victory Real Estate Investment Fund
26. Victory Federal Money Market Fund
27. Victory Convertible Securities Fund
28. Victory LifeChoice Growth Investor Fund
29. Victory LifeChoice Moderate Investor Fund
30. Victory LifeChoice Conservative Investor Fund
Revised March 1998
SCHEDULE A
Amended as of May 29, 1998
Victory Balanced Fund Victory Federal Money Market Fund
Class A Shares Investor Shares
Class B Shares Select Shares
Victory Diversified Stock Fund Victory Convertible Securities Fund
Class A Shares Victory LifeChoice Conservative Investor Fund
Class B Shares Victory LifeChoice Growth Investor Fund
Victory Government Mortgage Fund Victory LifeChoice Moderate Investor Fund
Victory Growth Fund Victory Maine Municipal Bond Fund (Intermediate)
Victory Financial Reserves Fund Victory Maine Municipal Bond Fund
Victory Fund for Income (Short-Intermediate)
Victory Institutional Money Market Fund Victory Michigan Municipal Bond Fund
Investor Shares Victory Equity Income Fund
Select Shares Victory National Municipal Bond Fund (Long)
Victory Intermediate Income Fund Victory National Municipal Bond Fund
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Growth Fund (Short-Intermediate)
Class A Shares
Class B Shares
Victory Investment Quality Bond Fund
Victory Lakefront Fund
Victory Limited Term Income Fund
Victory National Municipal Bond Fund
Class A Shares
Class B Shares
Victory New York Tax-Free Fund
Class A Shares
Class B Shares
Victory Ohio Municipal Bond Fund
Victory Ohio Municipal Money Market
Fund
Victory Ohio Regional Stock Fund
Class A Shares
Class B Shares
Victory Prime Obligations Fund
Victory Real Estate Investment Fund
Victory Special Growth Fund
Victory Special Value Fund
Class A Shares
Class B Shares
Victory Stock Index Fund
Victory Tax-Free Money Market Fund
Victory U.S. Government Obligations Fund
Investor Shares
Select Shares
Victory Value Fund
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
- 37 -
MARCH 2, 1998
ATTACHMENT B (CONT.)
VICTORY FUNDS EXCEPTIONS
Victory Growth Investor Fund
Victory Moderate Investor Fund
Victory Conservative Investor Fund
No Custody Charge Applies.
Transaction Charges Apply Per Domestic and Foreign Schedules on Page 1.
- 38 -