TRANSFER AGENCY AGREEMENT
AGREEMENT made this 1st day of April, 2002, between THE VICTORY PORTFOLIOS
(the "Trust"), a Delaware business trust having its principal place of business
at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, on behalf of each investment portfolio
of the Trust listed on Schedule A, and such additional investment portfolios as
are hereafter created (individually referred to herein as a "Fund" and
collectively, as the "Funds"), individually and not jointly, and BISYS FUND
SERVICES OHIO, INC. ("BISYS"), a Delaware corporation having its principal place
of business at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇.
WHEREAS, the Trust and BISYS entered into a Transfer Agency Agreement
dated January 1, 2001 (the "2001 Agreement"), whereby BISYS agreed to perform
transfer agency services for the Trust, which has continued in effect through
the date hereof;
WHEREAS, the Trust desires that BISYS continue to perform transfer agency
services for the Trust and each Fund;
WHEREAS, BISYS is willing to perform such services on the terms and
conditions set forth in this Agreement; and
WHEREAS, BISYS and Trust wish to enter into a new Agreement in order to
set forth the terms under which BISYS will perform the transfer agency services
set forth herein for the Trust.
1. Services.
BISYS shall perform for the Trust the transfer agent services set
forth in Schedule B hereto. BISYS also agrees to perform for the Trust such
special services incidental to the performance of the services enumerated herein
as agreed to by the parties from time to time. BISYS shall perform such
additional services as are provided on an amendment to Schedule B hereof, in
consideration of such fees as the parties hereto may agree.
BISYS may, with prior notice to the Trust, appoint in writing other
parties qualified to perform transfer agency services (individually, a
"Sub-transfer Agent") acceptable to the Trust in writing to carry out some or
all of its responsibilities as transfer agent under this Agreement with respect
to a Fund; provided, however, that the Sub-transfer Agent shall be the agent of
BISYS and not the agent of the Trust or such Fund, and that BISYS shall be fully
responsible, to the extent provided in Section 6, for the acts of such
Sub-transfer Agent and shall not be relieved of any of its responsibilities
hereunder by the appointment of such Sub-transfer Agent.
2. Fees.
The Trust shall pay BISYS for the services to be provided by BISYS
under this Agreement in accordance with, and in the manner set forth in,
Schedule C hereto. Fees for any additional services to be provided by BISYS
pursuant to an amendment to Schedule B hereto shall be subject to mutual
agreement at the time such amendment to Schedule B is proposed.
3. Reimbursement of Expenses and Miscellaneous Service Fees.
(a) In addition to paying BISYS the fees set forth in the Fee
Agreement, the Trust agrees to reimburse BISYS for BISYS' out-of-pocket expenses
in providing services hereunder, including without limitation, the following:
(i) All freight and other delivery and bonding charges
incurred by BISYS in delivering materials to and from
the Trust and in delivering all materials to
shareholders;
(ii) All direct telephone, telephone transmission and
telecopy or other electronic transmission expenses
incurred by BISYS in communication with the Trust, the
Trust's investment adviser or custodian, dealers,
shareholders or others as required for BISYS to perform
the services to be provided hereunder;
(iii) Sales taxes paid on behalf of the Trust;
(iv) Expenses associated with the tracking of "as-of" trades;
(v) The cost of microfilm or microfiche of records or other
materials;
(vi) Any expenses BISYS shall incur at the written direction
of an officer of the Trust thereunto duly authorized;
(vii) check processing fees;
(viii) fulfillment costs;
(ix) ▇▇▇ Custody and related fees; and
(x) NSCC and related fees.
(b) In addition, BISYS shall be entitled to receive the following
fees:
(i) A fee for managing and overseeing the report, print and
mail functions performed by BISYS using third-party
vendors, and costs for postage, couriers, stock computer
paper, statements, labels,
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envelopes, checks, reports, letters, tax forms, proxies,
notices or other forms of printed material (including
the costs of preparing and printing all printed
materials) which shall be required for the performance
of the services to be provided hereunder;
(ii) System development fees, billed at the rate of $150 per
hour, as approved by the Trust, and all systems-related
expenses, agreed in advance, associated with the
provision of special reports and services pursuant to
Item 8 of Schedule D attached hereto;
(iii) Ad hoc reporting fees, billed at a mutually agreed upon
rate;
(iv) Expenses associated with the tracking of "as-of" trades,
billed at the rate of $50 per hour, as approved by the
Trust.
4. Effective Date.
This Agreement shall become effective as of April 1, 2002 (the
"Effective Date").
5. Term.
This Agreement shall continue in effect for a period of two (2)
years from the Effective Date, until March 31, 2004 (the "Initial Term").
Thereafter, unless otherwise terminated as provided herein, this Agreement shall
continue automatically as to a particular Fund for successive two (2) year
periods ("Rollover Periods"); provided that such continuance is specifically
approved by a vote of a majority of those members of the Board of Trustees of
the Trust who are not parties to this Agreement or "interested persons" of any
such party, and by the vote of the Trust's Board of Trustees or a majority of
the outstanding voting securities of such Fund. This Agreement may be terminated
without further obligation (i) by provision of a notice of nonrenewal in the
manner set forth below, (ii) by mutual agreement of the parties or (iii) for
"cause," as defined below, upon the provision of sixty (60) days advance written
notice by the party alleging cause. Written notice of nonrenewal must be
provided at least sixty (60) days of the end of the Initial Term or any Rollover
Period, as the case may be.
For purposes of this Agreement, "cause" shall mean (a) a material
breach of this Agreement that has not been remedied for thirty (30) days
following written notice of such breach from the non-breaching party; (b) a
final, unappealable judicial, regulatory or administrative ruling or order in
which the party to be terminated has been found guilty of criminal or unethical
behavior in the conduct of its business; or (c) financial difficulties on the
part of the party to be terminated which are evidenced by the authorization or
commencement of, or involvement by way of pleading, answer, consent or
acquiescence in, a voluntary or involuntary case under Title 11 of the United
States Code, as from time to time is in effect, or any applicable law, other
than said Title 11, of any jurisdiction relating to the liquidation or
reorganization of debtors or to the modification or alteration of the rights of
creditors.
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Notwithstanding the foregoing, following any such termination, in
the event that BISYS in fact continues to perform any one or more of the
services contemplated by this Agreement (or any Schedule or exhibit hereto) with
the consent of the Trust, the provisions of this Agreement, including without
limitation the provisions dealing with indemnification, shall continue in full
force and effect. Fees and out-of-pocket expenses incurred by BISYS but unpaid
by the Trust upon such termination shall be immediately due and payable upon and
notwithstanding such termination. BISYS shall be entitled to collect from the
Trust, in addition to the fees and disbursements provided by Sections 2 and 3
hereof, the amount of all of BISYS' reasonable cash disbursements and any cash
disbursements approved by the Trust in connection with BISYS' activities in
effecting such termination, including without limitation, the delivery to the
Trust and/or its distributor or investment adviser and/or other parties, of the
Trust's property, records, instruments and documents.
If, for any reason other than (i) nonrenewal, (ii) mutual agreement
of the parties or (iii) "cause," as defined above, BISYS's services are
terminated hereunder, BISYS is replaced as transfer agent, or if a third party
is added to perform all or a part of the services provided by BISYS under this
Agreement (excluding any Sub-transfer Agent appointed as provided in Section 1
hereof), then the Trust shall make a one-time cash payment, in consideration of
the fee structure and services to be provided under this Agreement, and not as a
penalty, to BISYS equal to the balance that would be due BISYS for the remainder
of the then-current term of this Agreement, and assuming for purposes of the
calculation of the one-time payment that the fees that would be earned by BISYS
for each month shall be based upon the average amount of the Trust's daily net
assets, number of shareholder accounts and fees payable to BISYS monthly during
the twelve (12) months prior to the date that services terminate, BISYS is
replaced or a third party is added.
In the event the Trust or any Fund is merged into another legal
entity in part or in whole pursuant to any form of business reorganization or is
liquidated in part or in whole prior to the expiration of the then-current term
of this Agreement, the parties acknowledge and agree that the liquidated damages
provision set forth above shall be applicable in those instances in which BISYS
is not retained to provide transfer agency services consistent with this
Agreement, including the number of accounts subject to such services. The
one-time cash payment referenced above shall be due and payable on the day prior
to the first day in which services are terminated, BISYS is replaced or a third
party is added.
The parties further acknowledge and agree that, in the event
services are terminated, BISYS is replaced, or a third party is added, as set
forth above, (i) a determination of actual damages incurred by BISYS would be
extremely difficult, and (ii) the liquidated damages provision contained herein
is intended to adequately compensate BISYS for damages incurred and is not
intended to constitute any form of penalty.
6. Standard of Care; Uncontrollable Events; Limitation of Liability.
BISYS shall use diligence to ensure the accuracy of all services
performed under this Agreement, but shall not be liable to the Trust for any
action taken or omitted by BISYS in
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the absence of bad faith, willful misfeasance, negligence or reckless disregard
by it of its obligations and duties. The duties of BISYS shall be confirmed to
those expressly set forth herein, and no implied duties are assumed by or may be
asserted against BISYS hereunder.
BISYS shall maintain adequate and reliable computer and other
equipment necessary or appropriate to carry out its obligations under this
Agreement. Upon the Trust's reasonable request, BISYS shall provide supplemental
information concerning the aspects of its disaster recovery and business
continuity plan that are relevant to the services provided hereunder.
Notwithstanding the foregoing or any other provision of this Agreement, BISYS
assumes no responsibility hereunder, and shall not be liable for, any damage,
loss of data, delay or any other loss caused by events beyond its reasonable
control.
BISYS shall provide the Trust, at such times as the Trust may
reasonably require, copies of reports rendered by independent public accountants
on the internal controls and procedures of BISYS relating to the services
provided by BISYS under this Agreement.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO
EVENT SHALL BISYS, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE FOR PUNITIVE, OR CONSEQUENTIAL
DAMAGES, INCLUDING LOST PROFITS, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT
OF THE PARTIES.
7. Legal Advice.
BISYS shall notify the Trust at any time BISYS believes that it is
in need of the advice of counsel to the Trust with regard to BISYS'
responsibilities and duties pursuant to this Agreement. The Trust shall
authorize counsel to the Trust to give such advice to BISYS, however, this
Agreement shall not obligate counsel to the Trust to give such advice. BISYS may
rely upon the advice of counsel to the Trust, or any other counsel authorized by
the Trust, and shall in no event be liable to the Trust or any Fund or any
shareholder or beneficial owner of the Trust for any action reasonably taken
pursuant to such advice.
8. Instructions.
Whenever BISYS is requested or authorized to take action hereunder
pursuant to instructions from a shareholder, or a properly authorized agent of a
shareholder ("shareholder's agent"), concerning an account in a Fund, BISYS
shall be entitled to rely upon any certificate, letter or other instrument or
communication, reasonably believed by BISYS to be genuine and to have been
properly made, signed or authorized by an officer or other authorized agent of
the Trust or by the shareholder or shareholder's agent, as the case may be, and
shall be entitled to receive as conclusive proof of any fact or matter required
to be ascertained by it hereunder a certificate signed by an officer of the
Trust or any other person authorized by the Trust's Board of Trustees (hereafter
referred to as the "Trustees") or by the shareholder or shareholder's agent, as
the case may be.
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As to the services to be provided hereunder, BISYS may rely
conclusively upon the terms of the Prospectuses and Statement of Additional
Information of the Trust relating to the relevant Funds to the extent that such
services are described therein unless BISYS receives written instructions to the
contrary in a timely manner from the Trust.
9. Indemnification.
The Trust agrees to indemnify and hold harmless BISYS, its
employees, agents, directors, officers and nominees from and against any and all
claims, demands, actions and suits, and from and against any and all judgments,
liabilities, losses, damages, costs, charges, counsel fees and other expenses of
every nature and character arising out of or in any way relating to BISYS'
actions taken or omissions with respect to the performance of services under
this Agreement or based, if applicable, upon reasonable reliance on information,
records, instructions or requests given or made to BISYS by the Trust, the
investment adviser, fund accountant, administrator, sub-administrator or
custodian thereof; provided that this indemnification shall not apply to actions
or omissions of BISYS in cases of its own bad faith, willful misfeasance,
negligence or reckless disregard by it of its obligations and duties; and
further provided that prior to confessing or settling any claim against it which
may be the subject of this indemnification, BISYS shall give the Trust written
notice of and reasonable opportunity to defend against said claim in its own
name or in the name of BISYS.
BISYS shall indemnify, defend, and hold the Trust harmless from and
against any and all third party claims, actions and suits and all losses,
damages, costs, charges, reasonable counsel fees and disbursements, payments,
expenses and liabilities (including reasonable investigation expenses) resulting
directly and proximately from BISYS's willful misfeasance, bad faith or
negligence in the performance of its duties, or by reason of reckless disregard
of its obligations and duties hereunder.
The indemnification rights hereunder shall include the right to
reasonable advances of defense expenses in the event of any pending or
threatened litigation with respect to which indemnification hereunder may
ultimately be merited. In order that the indemnification provisions contained
herein shall apply, however, it is understood that if in any case a party may be
asked to indemnify or hold the other party harmless, the indemnifying party
shall be fully and promptly advised of all pertinent facts concerning the
situation in question, and it is further understood that the indemnified party
will use all reasonable care to identify and notify the indemnifying party
promptly concerning any situation which presents or appears likely to present
the probability of such a claim for indemnification against the indemnifying
party, but failure to do so in good faith shall not affect the rights hereunder
except to the extent the indemnifying party is materially prejudiced thereby.
The indemnifying party shall be entitled to participate at its own
expense or, if it so elects, to assume the defense of any suit brought to
enforce any claims subject to this indemnity provision. If the indemnifying
party elects to assume the defense of any such claim, the defense shall be
conducted by counsel chosen by it and reasonably satisfactory to the indemnified
party, whose approval shall not be unreasonably withheld. In the event that the
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indemnifying party elects to assume the defense of any suit and retain counsel,
the indemnified party shall bear the fees and expenses of any additional counsel
retained by it. If the indemnifying party does not elect to assume the defense
of suit, it will reimburse the indemnified party for the reasonable fees and
expenses of any counsel retained by the indemnified party. The indemnity and
defense provisions set forth herein shall indefinitely survive the termination
of this Agreement.
10. Record Retention and Confidentiality.
BISYS shall keep and maintain on behalf of the Trust all books and
records which the Trust or BISYS is, or may be, required to keep and maintain
pursuant to any applicable statutes, rules and regulations, including without
limitation Rules 31a-1 and 31a-2 under the Investment Company Act of 1940, as
amended (the "1940 Act"), relating to the maintenance of books and records in
connection with the services to be provided hereunder. BISYS further agrees that
all such books and records shall be the property of the Trust and to make such
books and records available for inspection by the Trust or by the Securities and
Exchange Commission (the "Commission") at reasonable times. BISYS shall
otherwise keep confidential all books and records relating to the Trust and its
shareholders, except when (i) disclosure is required by law, (ii) BISYS is
advised by counsel that it may incur liability for failure to make a disclosure,
(iii) BISYS is requested to divulge such information by duly-constituted
authorities or court process, or (iv) BISYS is requested to make a disclosure by
a shareholder or shareholder's agent with respect to information concerning an
account as to which such shareholder has either a legal or beneficial interest
or when requested by the Trust or the dealer of record as to such account.
BISYS and the Trust will each treat as proprietary and confidential
any facts, circumstances, information, plans, projects and technical or
commercial knowledge gained about the other party through the relationship
created by this Agreement, except that information in the public domain and
technical, operational or commercial knowledge that was or is independently
discovered or developed shall not be subject to any such restriction. Each party
agrees that it will not disclose any such covered proprietary or confidential
information gained in relation to the other party to any unaffiliated third
parties, except (i) in the case of disclosure by BISYS, to a transfer Agent, or
to any third party vendor used by BISYS, provided that further dissemination
inconsistent with this provision would be prohibited, (ii) to financial or legal
advisers (in either case in such manner as to ensure no further dissemination),
(iii) with the written consent of the other party; (iv) as may be required by
law, or (v) as necessary to gain or retain regulatory approvals. The parties
further agree that a breach of this paragraph by either party would irreparably
damage the other party, and accordingly agree that each party shall be entitled
to an injunction or other equitable relief to prevent the breach or a further
breach of this provision.
11. Reports.
BISYS shall furnish to the Trust and to its properly-authorized
auditors, investment advisers, examiners, distributors, dealers, underwriters,
salesmen, insurance companies and others designated by the Trust in writing,
such reports at such times as are prescribed in Schedule D attached hereto, or
as subsequently agreed upon by the parties pursuant
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to an amendment to Schedule D. The Trust agrees to examine each such report or
copy promptly and will report or cause to be reported any errors or
discrepancies therein.
12. Rights of Ownership.
All computer programs and procedures developed to perform services
required to be provided by BISYS under this Agreement are the property of BISYS.
All records and other data except such computer programs and procedures are the
exclusive property of the Trust and all such other records and data shall be
furnished to the Trust in appropriate form as soon as practicable after
termination of this Agreement for any reason.
13. Return of Records.
BISYS may at its option at any time, and shall promptly upon the
Trust's demand, turn over to the Trust and cease to retain BISYS' files, records
and documents created and maintained by BISYS pursuant to this Agreement which
are no longer needed by BISYS in the performance of its services or for its
legal protection. If not so turned over to the Trust, such documents and records
shall be retained by BISYS for six years from the year of creation. At the end
of such six-year period, such records and documents shall be turned over to the
Trust unless the Trust authorizes in writing the destruction of such records and
documents.
14. Bank Accounts.
The Trust and the Funds shall establish and maintain such bank
accounts with such bank or banks as are selected by the Trust, as are necessary
in order that BISYS may perform the services required to be performed hereunder.
To the extent that the performance of such services shall require BISYS directly
to disburse amounts for payment of dividends, redemption proceeds or other
purposes, the Trust and Funds shall provide such bank or banks with all
instructions and authorizations necessary for BISYS to effect such
disbursements.
15. Representations and Warranties of the Trust.
The Trust represents and warrants to BISYS that: (a) as of the close
of business on the Effective Date, each Fund which is in existence as of the
Effective Date has authorized unlimited shares, and (b) by virtue of its
Declaration of Trust, shares of each Fund which are redeemed by the Trust may be
sold by the Trust from its treasury, and (c) this Agreement has been duly
authorized by the Trust and, when executed and delivered by the Trust, will
constitute a legal, valid and binding obligation of the Trust, enforceable
against the Trust in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
affecting the rights and remedies of creditors and secured parties.
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16. Representations and Warranties of BISYS.
BISYS represents and warrants that: (a) BISYS has been in, and shall
continue to be in, substantial compliance with all provisions of law, including
Section 17A(c) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), required in connection with the performance of its duties under this
Agreement; (b) the various procedures and systems which BISYS has implemented
with regard to safekeeping from loss or damage attributable to fire, theft or
any other cause of the blank checks, records, and other data of the Trust and
BISYS' records, data, equipment, facilities and other property used in the
performance of its obligations hereunder are adequate and that it will make such
changes therein from time to time as are required for the secure performance of
its obligations hereunder; and (c) this Agreement has been duly authorized by
BISYS and, when executed and delivered by BISYS , will constitute a legal, valid
and binding obligation of BISYS, enforceable against BISYS in accordance with
its terms, subject to bankruptcy, insolvency, reorganization, moratorium and
other laws of general application affecting the right and remedies of creditors
and secured parties.
17. Insurance.
BISYS shall maintain a fidelity bond covering larceny and
embezzlement and an insurance policy with respect to directors and officers
errors and omissions coverage in amounts that are appropriate in light of its
duties and responsibilities hereunder. Upon the request of the Trust, BISYS
shall provide evidence that coverage is in place. BISYS shall notify the Trust
should its insurance coverage with respect to professional liability or errors
and omissions coverage be canceled. Such notification shall include the date of
cancellation and the reasons therefor. BISYS shall notify the Trust of any
material claims against it with respect to services performed under this
Agreement, whether or not they may be covered by insurance, and shall notify the
Trust from time to time as may be appropriate should the total outstanding
claims made by BISYS under its insurance coverage materially impair, or threaten
to materially impair, the adequacy of its coverage.
18. Information to be Furnished by the Trust and Funds.
The Trust has furnished to BISYS the following, as amended and
current as of the Effective Date (receipt of which is acknowledged):
(a) Copies of the Declaration of Trust of the Trust and of any
amendments thereto, certified by the proper official of the
state in which such Declaration has been filed.
(b) Copies of the following documents:
(i) The Trust's Bylaws and any amendments thereto;
(ii) Certified copies of resolutions of the Trustees covering
the following matters:
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A. Approval of this Agreement and authorization of a
specified officer of the Trust to execute and
deliver this Agreement and authorization for
specified officers of the Trust to instruct BISYS
hereunder; and
B. Authorization of BISYS to act as Transfer Agent
for the Trust.
(c) A list of all officers of the Trust and any other persons (who
may be associated with the Trust or its investment advisor), together with
specimen signatures of those officers and other persons, who are authorized to
instruct BISYS in all matters.
(d) Two copies of the following (if such documents are employed by
the Trust):
(i) Prospectuses and Statement of Additional Information;
(ii) Distribution Agreement; and
(iii) All other forms commonly used by the Trust or its Distributor
with regard to their relationships and transactions with
shareholders of the Funds.
(e) A certificate as to shares of beneficial interest of the Trust
authorized, issued, and outstanding as of the Effective Date and as to receipt
of full consideration by the Trust for all shares outstanding, such statement to
be certified by the Treasurer of the Trust.
19. Information Furnished by BISYS.
BISYS has furnished to the Trust evidence of the following:
(a) Approval of this Agreement by BISYS, and authorization of a
specified officer of BISYS to execute and deliver this Agreement; (b)
Authorization of BISYS to act as Transfer Agent for the Trust.
20. Amendments to Documents.
The Trust shall furnish BISYS written copies of any amendments to,
or changes in, any of the items referred to in Section 18 hereof forthwith upon
such amendments or changes becoming effective. In addition, the Trust agrees
that no amendments will be made to the Prospectuses or Statement of Additional
Information of the Trust which might have the effect of changing the procedures
employed by BISYS in providing the services agreed to hereunder or which
amendment might affect the duties of BISYS hereunder unless the Trust first
obtains BISYS' approval of such amendments or changes, which approval shall not
be withheld unreasonably.
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21. Reliance on Amendments.
BISYS may rely on any amendments to or changes in any of the
documents and other items to be provided by the Trust pursuant to Sections 18
and 20 of this Agreement and the Trust hereby indemnifies and holds harmless
BISYS from and against any and all claims, demands, actions, suits, judgments,
liabilities, losses, damages, costs, charges, counsel fees and other expenses of
every nature and character which may result from actions or omissions on the
part of BISYS in reasonable reliance upon such amendments and/or changes.
Although BISYS is authorized to rely on the above-mentioned amendments to and
changes in the documents and other items to be provided pursuant to Sections 18
and 20 hereof, in the event the same relate to services provided by BISYS
hereunder, BISYS shall have no liability for failure to comply with or take any
action in conformity with such amendments or changes unless the Trust first
obtains BISYS' written consent to and approval of such amendments or changes.
22. Compliance with Law.
Except for the obligations of BISYS set forth in Section 10 hereof,
the Trust assumes full responsibility for the preparation, contents, and
distribution of each prospectus of the Trust as to compliance with all
applicable requirements of the Securities Act of 1933, as amended (the "1933
Act"), the 1940 Act, and any other laws, rules and regulations of governmental
authorities having jurisdiction. BISYS shall have no obligation to take
cognizance of any laws relating to the sale of the Trust's shares. The Trust
represents and warrants that all shares of the Trust that are offered to the
public are covered by an effective registration statement under the 1933 Act and
the 1940 Act.
23. Notices.
Any notice provided hereunder shall be sufficiently given when sent
by registered or certified mail to the party required to be served with such
notice at the following address: if to the Trust, to it at c/o Victory Capital
Management Inc., Investment Products Group, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President, with a copy to ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
& ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn: ▇▇▇ ▇. ▇▇▇▇▇,
Esquire; and if to BISYS, to it at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
Attn: President, or at such other address as such party may from time to time
specify in writing to the other party pursuant to this Section.
24. Assignment.
This Agreement and the rights and duties hereunder shall not be
assignable by either of the parties hereto except by the specific written
consent of the other party. This Section 24 shall not limit or in any way affect
BISYS' right to appoint a Sub-transfer Agent pursuant to Section 1 hereof. This
Agreement shall be binding upon, and shall inure to the benefit of, the parties
hereto and their respective successors and permitted assigns.
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25. Governing Law and Matters Relating to the Trust as a Delaware
Business Trust.
This Agreement shall be governed by and provisions shall be
construed in accordance with the laws of the State of Ohio and the applicable
provisions of the 1940 Act. To the extent that the applicable laws of the State
of Ohio, or any of the provisions herein, conflict with the applicable
provisions of the 1940 Act, the latter shall control. It is expressly agreed
that the obligations of the Trust hereunder shall not be binding upon any of the
Trustees, shareholders, nominees, officers, agents or employees of the Trust
personally, but shall bind only the trust property of the Trust. The execution
and delivery of this Agreement have been authorized by the Trustees, and this
Agreement has been signed and delivered by an authorized officer of the Trust,
acting as such, and neither such authorization by the Trustees nor such
execution and delivery by such officer shall be deemed to have been made by any
of them individually or to impose any liability on any of them personally, but
shall bind only the trust property of the Trust as provided in the Trust's
Declaration of Trust.
26. Privacy.
Nonpublic personal financial information relating to consumers or
customers of the Trust provided by, or at the direction of the Trust to BISYS,
or collected or retained by BISYS in the course of performing its duties as
transfer agent shall be considered confidential information. BISYS shall not
give, sell or in any way transfer such confidential information to any person or
entity, other than affiliates of BISYS except at the direction of the Trust or
as required or permitted by law. BISYS represents, warrants and agrees that it
has in place and will maintain physical, electronic and procedural safeguards
reasonably designed to protect the security, confidentiality and integrity of,
and to prevent unauthorized access to or use of records and information relating
to consumers or customers of the Trust. The Trust represents to BISYS that it
has adopted a Statement of its privacy policies and practices as required by
Securities and Exchange Commission Regulation S-P and agrees to provide BISYS
with a copy of that statement annually.
27. Activities of BISYS. The services of BISYS rendered to the Trust
hereunder are not to be deemed to be exclusive. BISYS is free to render such
services to others and to have other businesses and interests. It is understood
that Trustees, officers, employees and Shareholders of the Trust are or may be
or become interested in BISYS, as officers, employees or otherwise and that
partners, officers and employees of BISYS and its counsel are or may be or
become similarly interested in the Trust, and that BISYS may be or become
interested in the Trust as a shareholder or otherwise.
28. Miscellaneous.
(a) Paragraph headings in this Agreement are included for
convenience only and are not to be used to construe or
interpret this Agreement.
(b) This Agreement constitutes the complete agreement of the
parties hereto as to the subject matter covered by this
Agreement, and supercedes all prior negotiations,
understandings and agreements bearing upon the
12
subject matter covered herein, including, without limitation,
the 1998 Agreement.
(c) This Agreement may be executed in counterparts, each of which
shall be an original but all of which, taken together, shall
constitute one and the same agreement.
(d) No amendment to this Agreement shall be valid unless made in
writing and executed by both parties hereto.
13
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
THE VICTORY PORTFOLIOS,
on behalf of each Fund listed on Schedule A,
individually and not jointly
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
Title: President
BISYS FUND SERVICES OHIO, INC.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------------
Title:
---------------------------------------
14
SCHEDULE A
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN
THE VICTORY PORTFOLIOS
AND
BISYS FUND SERVICES OHIO, INC.
FUNDS
Name of Portfolio
------------------
1.Victory Balanced Fund 19. Victory Federal Money Market Fund
2.Victory Diversified Stock Fund 20. Victory Convertible Fund
3.Victory Growth Fund 21. Victory LifeChoice Conservative Investor Fund
4.Victory Intermediate Income Fund 22. Victory LifeChoice Growth Investor Fund
5.▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Growth Fund 23. Victory LifeChoice Moderate Investor Fund
6.Victory Ohio Municipal Bond Fund 24. Victory Gradison Government Reserves Fund
7.Victory Prime Obligations Fund 25. Victory Small Company Opportunity Fund
8.Victory Real Estate Investment Fund 26. Victory Established Value Fund
9.Victory Special Value Fund 27. Victory Nasdaq 100 Index Fund
10.Victory Stock Index Fund
11.Victory Tax-Free Money Market Fund
12.Victory Value Fund
13.Victory Financial Reserves Fund
14.Victory Fund for Income
15.Victory Institutional Money Market Fund
16.Victory National Municipal Bond Fund
17.Victory New York Municipal Bond Fund
18.Victory Ohio Municipal Money Market Fund
A-1
Dated: April 1, 2002
SCHEDULE B
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN
THE VICTORY PORTFOLIOS
AND
BISYS FUND SERVICES OHIO, INC.
TRANSFER AGENCY SERVICES
1. Shareholder Transactions
a. Process shareholder purchase and redemption orders.
b. Set up account information, including address, dividend option,
taxpayer identification numbers and wire instructions.
c. Issue confirmations in compliance with Rule 10b-10 under the
Securities Exchange Act of 1934, as amended.
d. Issue periodic statements for shareholders.
e. Process transfers and exchanges.
f. Process dividend payments, including the purchase of new shares,
through dividend reimbursement.
2. Shareholder Information Services
a. Make information available to shareholder servicing unit and other
remote access units regarding trade date, share price, current
holdings, yields, and dividend information.
b. Produce detailed history of transactions through duplicate or
special order statements upon request.
c. Provide mailing labels for distribution of financial reports,
prospectuses, proxy statements or marketing material to current
shareholders.
B-1
3. Compliance Reporting
a. Provide reports to the Securities and Exchange Commission, the
National Association of Securities Dealers, Inc. and the States in
which the Fund is registered.
b. Prepare and distribute appropriate Internal Revenue Service forms
for corresponding Fund and shareholder income and capital gains.
c. Issue tax withholding reports to the Internal Revenue Service.
d. Prepare reports to the Board of Trustees summarizing issues relating
to the provision of BISYS' services of which BISYS is aware and the
Board of Trustees should be aware.
4. Dealer/Load Processing (if applicable)
a. Provide reports for tracking rights of accumulation and purchases
made under a Letter of Intent.
b. Account for separation of shareholder investments from transaction
sale charges for purchase of Fund shares.
c. Calculate fees due under 12b-1 plans for distribution and marketing
expenses.
d. Track sales and commission statistics by dealer and provide for
payment of commissions on direct shareholder purchases in a load
Fund.
5. Shareholder Account Maintenance
a. Maintain all shareholder records for each account in the Trust.
b. Issue customer statements on scheduled cycle, providing duplicate
second and third party copies if required.
c. Record shareholder account information changes.
d. Maintain account documentation files for each shareholder.
B-2
Dated July 1, 2002
SCHEDULE C
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN
THE VICTORY PORTFOLIOS
AND
BISYS FUND SERVICES OHIO, INC.
TRANSFER AGENT FEES
The annual fee to be charged to each Fund will consist of the annual
account-based fees for each shareholder account in the Fund, as well as the
Fund's proportionate share of the complex fee, as set forth below.
Annual Per Account Fee:
Open Accounts $23.50
Closed Accounts $5.00
Complex Fee:
The annual complex fee will be based on the total number of classes of shares of
all Funds comprising the Victory Portfolios and Victory Variable Insurance
Funds. The aggregate complex fee to be applied will be determined by applying
the relevant dollar amount to the fund complex in the aggregate:
Total Classes Aggregate Fee
------------------ -------------
0 to 15 classes $150,000
16 to 35 classes $350,000
36 to 50 classes $475,000
51 to 65 classes $550,000
Over 65 classes $575,000
Additional Services:
Additional services such as ▇▇▇ processing, development of interface
capabilities, servicing of 403(b) and 408(c) accounts, management of cash sweeps
between DDAs and mutual fund accounts and coordination of the printing and
distribution of prospectuses, annual reports and semi-annual reports are subject
to additional fees which will be quoted upon request. Programming costs or
database management fees for special reports or specialized processing will be
quoted upon request.
C-1
Multiple Classes of Shares:
Classes of shares which have different net asset values or pay different daily
dividends will be treated as separate classes, and the fee schedule above will
be applied accordingly.
The rates set forth above for the complex fees payable hereunder shall be
subject to increase annually following the first year of the Initial Term to
reflect any annual percentage increase in the Consumer Price Index published by
the U.S. Department of Labor.
C-2
Dated April 1, 2002
SCHEDULE D
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN
THE VICTORY PORTFOLIOS
AND
BISYS FUND SERVICES OHIO, INC.
REPORTS
1. Daily Shareholder Activity Journal
2. Daily Fund Activity Summary Report
a. Beginning Balance
b. Dealer Transactions
c. Shareholder Transactions
d. Reinvested Dividends
e. Exchanges
f. Adjustments
g. Ending Balance
3. Daily Wire and Check Registers
4. Monthly Dealer Processing Reports
5. Monthly Dividend Reports
6. Sales Data Reports for Blue Sky Registration
7. A copy of the most recent report by independent public accountants
describing control structure policies and procedures relating to transfer
agency operations pursuant to AICPA Statement on Auditing Standards Number
70.
8. Such special reports and additional information that the parties may agree
upon, from time to time.
9. Sales reporting as created by Activate.
D-1