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Exhibit 99(h)(4)
TRANSFER AGENCY AND SERVICE AGREEMENT
between
The Victory Variable Insurance Funds
on Behalf of Various Funds
Listed on Schedule A
Individually and Not Jointly
and
STATE STREET BANK AND TRUST COMPANY
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TABLE OF CONTENTS
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Page
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Article 1 Terms of Appointment; Duties of the Bank...............................................................1
Article 2 Fees and Expenses......................................................................................5
Article 3 Representations and Warranties of the Bank.............................................................6
Article 4 Representations and Warranties of the Company..........................................................6
Article 5 Data Access and Proprietary Information................................................................7
Article 6 Indemnification........................................................................................9
Article 7 Standard of Care.......................................................................................11
Article 8 Covenants of the Company and the Bank..................................................................11
Article 9 Termination of Agreement...............................................................................13
Article 10 Assignment............................................................................................14
Article 11 Amendment.............................................................................................14
Article 12 Massachusetts Law to Apply............................................................................14
Article 13 Force Majeure.........................................................................................15
Article 14 Consequential Damages.................................................................................15
Article 15 Merger of Agreement...................................................................................15
Article 16 Counterparts..........................................................................................16
Article 17 Multiple Funds........................................................................................16
Article 18 Limitation on Liability...............................................................................16
Article 19 Arbitration...........................................................................................16
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TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the day of 1998 by and between THE
VICTORY VARIABLE INSURANCE FUNDS, a Delaware business trust, having its
principal office and place of business at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx (the
"Company"), on behalf of the individual Funds listed on Schedule A, individually
and not jointly, (each a "Fund" and collectively, the "Funds"), and STATE STREET
BANK AND TRUST COMPANY, a Massachusetts trust company having its principal
office and place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000
("the Bank").
WHEREAS, the Company is a series Fund registered as an
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Fund desires to appoint the Bank as its transfer
agent, dividend disbursing agent, custodian of certain retirement plans and
agent in connection with certain other activities, and the Bank desires to
accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree as follows:
Article 1 Terms of Appointment; Duties of the Bank
----------------------------------------
1.01 Subject to the terms and conditions set forth in this
Agreement, the Company, on behalf of each Fund, individually and not jointly,
hereby employs and appoints the Bank to act as, and the Bank agrees to act as
its transfer agent for the Fund's authorized and issued shares of beneficial
interest, (the "Shares"), dividend disbursing agent, custodian of certain
retirement plans and agent in connection with any accumulation, open-account or
similar plans provided to the shareholders of each Fund (the "Shareholders") and
set out in the currently
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effective prospectus and statement of additional information ("prospectus") of
each Fund, including without limitation any periodic investment plan or periodic
withdrawal program.
1.02 The Bank agrees that it will perform the following
services:
(a) In accordance with procedures established from time to
time by agreement between the Company and the Bank, the
Bank shall:
(i) Receive for acceptance, orders for the purchase of Shares,
and promptly deliver payment and appropriate documentation
thereof to the Custodian of each Fund authorized pursuant
to the Trust Instrument of the Company (the "Custodian");
(ii) Pursuant to purchase orders, issue the appropriate number
of Shares and hold such Shares in the appropriate
Shareholder account;
(iii) Receive for acceptance redemption requests and redemption
directions and deliver the appropriate documentation
thereof to the Custodian;
(iv) In respect to the transactions in items (i), (ii) and
(iii) above, the Bank shall execute transactions directly
with broker-dealers authorized by each Fund who shall
thereby be deemed to be acting on behalf of the Fund;
(v) At the appropriate time as and when it receives monies
paid to it by the Custodian with respect to any
redemption, pay over or cause to be paid over in the
appropriate manner such monies as instructed by the
redeeming Shareholders;
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(vi) Effect transfers of Shares by the registered owners
thereof upon receipt of appropriate instructions;
(vii) Prepare and transmit payments for dividends and
distributions declared by each Fund;
(viii) Issue replacement certificates for those certificates
alleged to have been lost, stolen or destroyed upon
receipt by the Bank of indemnification satisfactory to the
Bank and protecting the Bank and the Funds, and the Bank
at its option, may issue replacement certificates in place
of mutilated stock certificates upon presentation thereof
and without such indemnity;
(ix) Maintain records of account for and advise each Fund and
its shareholders as to the foregoing; and
(x) Record the issuance of shares of each Fund and maintain
pursuant to SEC Rule 17Ad-10(e) a record of the total
number of shares of the Funds that are authorized, based
upon data provided to it by the Funds, and issued and
outstanding. The Bank shall also provide each Fund on a
regular basis with the total number of shares which are
authorized and issued and outstanding and shall have no
obligation, when recording the issuance of shares, to
monitor the issuance of such shares or to take cognizance
of any laws relating to the issue or sale of such shares,
which functions shall be the sole responsibility of the
Funds.
(b) In addition to and neither in lieu nor in contravention of
the services set forth in the above paragraph (a), the Bank shall: (i) perform
the customary services of a transfer agent,
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dividend disbursing agent, custodian of certain retirement plans and, as
relevant, agent in connection with accumulation, open-account or similar plans
(including without limitation any periodic investment plan or periodic
withdrawal program), including but not limited to: maintaining all Shareholder
accounts, preparing Shareholder meeting lists, mailing proxies, mailing
Shareholder reports and prospectuses to current Shareholders, withholding taxes
on U.S. resident and non-resident alien accounts, preparing and filing U.S.
Treasury Department Forms 1099 and other appropriate forms required with respect
to dividends and distributions by federal authorities for all Shareholders,
preparing and mailing confirmation forms and statements of account to
Shareholders for all purchases and redemptions of Shares and other confirmable
transactions in Shareholder accounts, preparing and mailing activity statements
for Shareholders, and providing Shareholder account information and (ii) provide
a system which will enable the Fund to monitor the total number of Shares sold
in each State.
(c) In addition, the Funds shall (i) identify to the Bank in
writing those transactions and assets to be treated as exempt from blue sky
reporting for each State and (ii) verify the establishment of transactions for
each State on the system prior to activation and thereafter monitor the daily
activity for each State.
(d) Procedures as to who shall provide certain of these
services in Article 1 may be established from time to time by agreement between
the Company and the Bank per the attached service responsibility schedule,
established and amended from time to time by written agreement between the
Company, on behalf of each affected Fund, and the Bank. By agreement, the Bank
may at times perform only a portion of these services and the Funds or their
agent may perform these services on the Funds' behalf.
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(e) The Bank shall provide additional services on behalf of
each Fund (i.e., escheatment services) that may be agreed upon in writing
between the Company and the Bank.
(f) The Bank will not accept third-party checks in payment of
the Shares.
Article 2 Fees and Expenses
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2.01 For the performance by the Bank pursuant to this
Agreement, each Fund agrees to pay the Bank an annual maintenance fee for each
shareholder account as set out in the initial fee schedule attached hereto. Such
fees and out-of-pocket expenses and advances identified under Section 2.02 below
may be changed from time to time subject to mutual written agreement between the
Company and the Bank.
2.02 In addition to the fee paid under Section 2.01 above,
each Fund agrees to reimburse the Bank for out-of-pocket expenses, including but
not limited to confirmation production, postage, forms, telephone, microfilm,
microfiche, tabulation proxies, records storage, or advances incurred by the
Bank for the items set out in the fee schedule attached hereto. In addition, any
other expenses incurred by the Bank at the request or with the consent of the
Company will be reimbursed by the affected Fund. The parties agree that the
initial fee schedule attached hereto will remain in effect for at least two
years from the effective date of this Agreement.
2.03 Each Fund agrees to pay all fees and reimbursable
expenses within 30 days following the receipt of the respective billing notice.
Postage for mailing of dividends, proxies, Fund reports and other mailings to
all shareholder accounts shall be advanced to the Bank by the Fund at least
seven (7) days prior to the mailing date of such materials.
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Article 3 Representations and Warranties of the Bank
------------------------------------------
The Bank represents and warrants to the Fund that:
3.01 It is a trust company duly organized and existing and in
good standing under the laws of the Commonwealth of Massachusetts.
3.02 It is duly qualified to carry on its business in the
Commonwealth of Massachusetts.
3.03 It is empowered under applicable laws and by its Charter
and By-Laws to enter into and perform this Agreement.
3.04 All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.
3.05 It and any sub-transfer agent has and will continue to
have access to the necessary facilities, equipment and personnel to perform its
duties and obligations under this Agreement.
3.06 It and any sub-transfer agent has and will continue to be
registered as a transfer agent with the appropriate regulatory agency and to the
extent necessary with any appropriate state regulator.
Article 4 Representations and Warranties of the Company
---------------------------------------------
The Company represents and warrants to the Bank that:
4.01 It is a business trust duly organized and existing and in
good standing under the laws of the State of Delaware.
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4.02 It is empowered under applicable laws and by its Trust
Instrument and By-Laws to enter into and perform this Agreement.
4.03 All corporate proceedings required by the Trust
Instrument and By-Laws have been taken to authorize it to enter into and perform
this Agreement.
4.04 It is an open-end, management investment company
registered under the Investment Company Act of 1940, as amended.
4.05 A registration statement under the Securities Act of
1933, as amended is currently effective and will remain effective, and
appropriate state securities law filings have been made and will continue to be
made, with respect to all Shares of each Fund being offered for sale.
Article 5 Data Access and Proprietary Information
---------------------------------------
5.01 Each Fund acknowledges that the data bases, computer
programs, screen formats, report formats, interactive design techniques, and
documentation manuals furnished to each Fund by the Bank as part of the Funds'
ability to access certain Fund-related data ("Customer Data") maintained by the
Bank on data bases under the control and ownership of the Bank or other third
party ("Data Access Services") constitute copyrighted, trade secret, or other
proprietary information (collectively, "Proprietary Information") of substantial
value to the Bank or other third party. In no event shall Proprietary
Information be deemed Customer Data. Each Fund agrees to treat all Proprietary
Information as proprietary to the Bank and further agrees that it shall not
divulge any Proprietary Information to any person or organization except as may
be provided hereunder. Without limiting the foregoing, each Fund agrees for
itself and its employees and agents:
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(a) to access Customer Data solely from locations as may be
designated in writing by the Bank and solely in accordance with the Bank's
applicable user documentation;
(b) to refrain from copying or duplicating in any way the
Proprietary Information;
(c) to refrain from obtaining unauthorized access to any
portion of the Proprietary Information, and if such access is inadvertently
obtained, to inform in a timely manner of such fact and dispose of such
information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing third-party data
acquired hereunder from being retransmitted to any other computer facility or
other location, except with the prior written consent of the Bank;
(e) that each Fund shall have access only to those authorized
transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank
to protect at the Bank's expense the rights of the Bank in Proprietary
Information at common law, under federal copyright law and under other federal
or state law.
Each party shall take reasonable efforts to advise its
employees of their obligations pursuant to this Article 5. The obligations of
this Article shall survive any earlier termination of this Agreement.
5.02 If the Company notifies the Bank that any of the Data
Access Services do not operate in material compliance with the most recently
issued user documentation for such services, the Bank shall endeavor in a timely
manner to correct such failure. Organizations from which the
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Bank may obtain certain data included in the Data Access Services are solely
responsible for the contents of such data and each Fund agrees to make no claim
against the Bank arising out of the contents of such third-party data,
including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND
ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH
ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL
WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO,
THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Funds include the
ability to originate electronic instructions to the Bank in order to (i) effect
the transfer or movement of cash or Shares or (ii) transmit Shareholder
information or other information (such transactions constituting a "COEFI"),
then in such event the Bank shall be entitled to rely on the validity and
authenticity of such instruction without undertaking any further inquiry as long
as such instruction is undertaken in conformity with security procedures
established by the Bank from time to time.
Article 6 Indemnification
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6.01 The Bank shall not be responsible for, and each Fund,
individually and not jointly, shall indemnify and hold the Bank harmless from
and against, any and all losses, damages, costs, charges, counsel fees,
payments, expenses and liability arising out of or attributable to:
(a) All actions of the Bank or its agent or subcontractors
required to be taken pursuant to this Agreement, provided that such actions are
taken in good faith and without negligence or willful misconduct.
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(b) The Fund's lack of good faith, negligence or willful
misconduct which arise out of the breach of any representation or warranty of
the Fund hereunder.
(c) The reliance on or use by the Bank or its agents or
subcontractors of information, records, documents or services which (i) are
received by the Bank or its agents or subcontractors, and (ii) have been
prepared, maintained or performed by the Fund or any other person or firm on
behalf of the Fund including but not limited to any previous transfer agent or
registrar.
(d) The reliance on, or the carrying out by the Bank or its
agents or subcontractors of any instructions or requests of the Fund.
(e) The offer or sale of Shares in violation of any
requirement under the federal securities laws or regulations or the securities
laws or regulations of any state that such Shares be registered in such state or
in violation of any stop order or other determination or ruling by any federal
agency or any state with respect to the offer or sale of such Shares in such
state.
6.02 At any time the Bank may apply to any officer of the
Company for instructions, and may consult with legal counsel with respect to any
matter arising in connection with the services to be performed by the Bank under
this Agreement, and the Bank and its agents or subcontractors shall not be
liable and shall be indemnified by each Fund, individually and not jointly, for
any action taken or omitted by it in reliance upon such instructions or upon the
opinion of such counsel. The Bank, its agents and subcontractors shall be
protected and indemnified in acting upon any paper or document furnished by or
on behalf of a Fund, reasonably believed to be genuine and to have been signed
by the proper person or persons, or upon any instruction information, data,
records or documents provided the Bank or its agents or subcontractors by
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machine readable input, telex, CRT data entry or other similar means authorized
by the Fund, and shall not be held to have notice of any change of authority of
any person, until receipt of written notice thereof from the Fund. The Bank, its
agents and subcontractors shall also be protected and indemnified in recognizing
stock certificates which are reasonably believed to bear the proper manual or
facsimile signatures of the officers of the Company, and the proper
countersignature of any former transfer agent or former registrar, or of a
co-transfer agent or co-registrar.
6.03 In order that the indemnification provisions contained in
this Article 6 shall apply, upon the assertion of a claim for which a Fund may
be required to indemnify the Bank, the Bank shall promptly notify the Fund of
such assertion, and shall keep the Fund advised with respect to all developments
concerning such claim. The Fund shall have the option to participate with the
Bank in the defense of such claim or to defend against said claim in its own
name or in the name of the Bank. The Bank shall in no case confess any claim or
make any compromise in any case in which a Fund may be required to indemnify the
Bank except with the Fund's prior written consent.
Article 7 Standard of Care
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7.01 The Bank shall at all times act in good faith and agrees
to use its best efforts within reasonable limits to insure the accuracy of all
services performed under this Agreement, but assumes no responsibility and shall
not be liable for loss or damage due to errors unless said errors are caused by
its negligence, bad faith, or willful misconduct of that of its employees.
Article 8 Covenants of the Company and the Bank
-------------------------------------
8.01 The Company shall promptly furnish to the Bank the
following:
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(a) A certified copy of the resolution of the Board of
Trustees of the Company authorizing the appointment of the Bank and the
execution and delivery of this Agreement.
(b) A copy of the Trust Instrument and By-Laws of the Fund and
all amendments thereto.
8.02 The Bank hereby agrees to establish and maintain
facilities and procedures reasonably acceptable to the Fund for safekeeping of
stock certificates, check forms and facsimile signature imprinting devices, if
any; and for the preparation or use, and for keeping account of, such
certificates, forms and devices.
8.03 The Bank shall keep records relating to the services to
be performed hereunder, in the form and manner as it may deem advisable. To the
extent required by Section 17A of the Securities Exchange Act of 1934, as
amended, Section 31 of the 1940 Act, and the Rules thereunder, the Bank agrees
that all such records prepared or maintained by the Bank relating to the
services to be performed by the Bank hereunder are the property of each Fund and
will be preserved, maintained and made available in accordance with such
Sections and Rules, and will be surrendered promptly to the Funds on and in
accordance with their request.
8.04 The Bank and the Company agree that all books, records,
information and data pertaining to the business of the other party which are
exchanged or received pursuant to the negotiation or the carrying out of this
Agreement shall remain confidential, and shall not be voluntarily disclosed to
any other person, except as may be required by law.
8.05 In case of any requests or demands for the inspection of
the Shareholder records of a Fund, the Bank will endeavor to notify the Fund and
to secure instructions from an authorized officer of the Company as to such
inspection. The Bank reserves the right, however,
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to exhibit the Shareholder records to any person whenever it is advised by its
counsel that it may be held liable for the failure to exhibit the Shareholder
records to such person.
Article 9 Termination of Agreement
------------------------
9.01 During the initial two year term of this Agreement, this
Agreement may be terminated by either party only for "cause" upon one hundred
twenty (120) days written notice to the other.
9.02 After the initial two year term of this Agreement, either
party may terminate this Agreement upon 120 days notice for any reason or for no
reason.
9.03 Should the Company exercise its right to terminate, all
out-of-pocket expenses associated with the movement of records and material with
respect to each Fund will be borne by each Fund individually and not jointly.
Additionally, the Bank reserves the right to charge for any other reasonable
expenses associated with such termination and/or a charge equivalent to the
average of three (3) months' fees, provided that the Agreement has not been
terminated by the Company for "cause" (as defined in section 9.04 below).
9.04 For purposes of this Agreement, "cause" shall mean (a) a
material breach of the terms of this Agreement; (b) the failure of the Bank to
meet the performance standards set forth on the attached schedule; (c) the
material breach of a warranty, representation or covenant contained in this
Agreement; (d) the failure to meet the standard of care set forth in Article 7
of this Agreement; (e) an "assignment" (as defined in the 0000 Xxx) of this
Agreement by the Bank. For purposes of this Section 9.04 and Section 10.01
below, an "assignment" of the Sub-Transfer Agent Agreement (as defined below)
will considered an assignment of this Agreement.
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Article 10 Assignment
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10.01 Neither this Agreement nor any rights or obligations
hereunder may be "assigned" (as defined in the 0000 Xxx) or delegated by either
party without the written consent of the other party.
10.02 This Agreement shall inure to the benefit of and be
binding upon the parties and their respective permitted successors and assigns.
10.03 The Bank will, without further consent on the part of
the Company, enter into an agreement for the performance of the some or all of
the Bank's obligations set forth in this Agreement (the "Sub-Transfer Agent
Agreement") with Boston Financial Data Services, Inc. ("BFDS"), a Massachusetts
Corporation Agreement"), which is duly registered as a transfer agent pursuant
to Section 17A(c)(2) of the Securities Exchange Act of 1934, as amended
("Section 17A(c)(2)"); provided, however, that the Bank will be as fully
responsible to the Company for the acts and omissions of BFDS as it is for its
own acts and omissions.
Article 11 Amendment
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11.01 This Agreement may be amended or modified by a written
agreement executed by both parties and authorized or approved by a resolution of
the Board of Trustees of the Company.
Article 12 Massachusetts Law to Apply
--------------------------
12.01 This Agreement shall be construed and the provisions
thereof interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts.
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Article 13 Force Majeure
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13.01 In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts of God, strikes,
equipment or transmission failure or damage reasonably beyond its control, or
other causes reasonably beyond its control, such party shall not be liable for
damages to the other for any damages resulting from such failure to perform or
otherwise from such causes. The Bank warrants and represents that it has
disaster recovery facilities that are designed to reasonably assure that its
operations with respect to the Company and its shareholders will continue
uninterrupted. The Bank further warrants and represents that it has in place
disaster recovery procedures and that such procedures are periodically reviewed
and tested.
Article 14 Consequential Damages
---------------------
14.01 Neither party to this Agreement shall be liable to the
other party for consequential damages under any provision of this Agreement or
for any consequential damages arising out of any act or failure to act
hereunder.
Article 15 Merger of Agreement
-------------------
15.01 This Agreement constitutes the entire agreement between
the parties hereto and supersedes any prior agreement with respect to the
subject matter hereof whether oral or written.
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Article 16 Counterparts
------------
16.01 This Agreement may be executed by the parties hereto on
any number of counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
Article 17 Multiple Funds
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17.01 Every reference to a Fund shall be deemed a reference
solely to the particular Fund of the Company (as set forth in Schedule A, as may
be amended from time to time). Under no circumstances shall the rights,
obligations or remedies with respect to a particular Fund constitute a right,
obligation or remedy applicable to any other Fund. In particular, and without
otherwise limiting the scope of this paragraph, the Bank shall have no right to
set off claims of a Fund by applying property of any other Fund.
Article 18 Limitation on Liability
-----------------------
Copies of the Trust Instrument, as amended, establishing the
Company are on file with the Secretary of the Trust, and notice is hereby given
that this Agreement is executed on behalf of the Company by officers of the
Company as officers and not individually and that the obligations of or arising
out of this Agreement are not binding upon any of the Trustees, officers,
shareholders, employees or agents of the Company but are binding only upon the
assets and property of the various Funds of the Company, severally and not
jointly.
Article 19 Arbitration
-----------
19.01 Any controversy, claim, or dispute arising out of or
relating to this Agreement or the Sub-Transfer Agent Agreement, or any breach
thereof, including without
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limitation any dispute concerning the scope of this Article 19, will be settled
by arbitration in accordance with the Commercial Arbitration Rules of the
American Arbitration Association as supplemented herein, and judgment upon the
award rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof.
19.02 There will be three arbitrators, including at least one
practicing attorney and one certified public accountant. Pending final award,
arbitrator compensation and expenses will be advanced equally by both parties.
19.03 The AAA will hold an administrative conference with
counsel for the parties within 20 days after the filing of the demand for
arbitration. The parties and the AAA will thereafter cooperate in order to
complete the appointment of three arbitrators as quickly as possible. Within 15
days after all three arbitrators have been appointed, an initial meeting among
the arbitrators and counsel for the parties will be held for the purpose of
establishing a plan for administration of the arbitration, including:
(a) defining the issues;
(b) scope, timing, and types of discovery, which may at the
discretion of the arbitrators include production of documents in the possession
of the parties, but may not without consent of all particles include
depositions;
(c) exchange of documents and filing of detailed statement of
claim and prehearing memoranda;
(d) schedule and place of hearings; and
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(e) any other matters that may promote the efficient,
expeditious, and cost-effective conduct of the proceeding.
19.04 The arbitration will take place in the State of Ohio.
19.05 The final award will include pre-award interest at a
rate of interest determined by the arbitrators to approximate the cost to he
prevailing party of borrowing money during the relevant period.
19.06 The final award may grant such other, further and
different relief as authorized by the American Arbitration Association
Commercial Arbitration Rules, which may not include punitive damages.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in their names and on their behalf by and through their
duly authorized officers, as of the day and year first above written.
THE VICTORY VARIABLE INSURANCE FUNDS,
on behalf of each of the Funds listed
on Schedule A, individually and not
jointly
By:__________________________________
ATTEST:
__________________________
Assistant Secretary
STATE STREET BANK AND TRUST COMPANY
By:__________________________________
Executive Vice President
ATTEST:
__________________________
Assistant Secretary
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SCHEDULE A
As of August 28, 1998
Investment Quality Bond Fund, Class A and Class B
Diversified Stock Fund, Class A and Class B
Small Company Value Fund, Class A and Class B
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STATE STREET BANK AND TRUST COMPANY
FUND SERVICE RESPONSIBILITIES*
Service Performed Responsibility
----------------- --------------
Bank Fund
---- ----
1. Receives orders for the purchase of Shares. X X+
2. Issue shares and hold Shares in Shareholders X
accounts.
3. Receive redemption requests. X X+
4. Effect transactions 1-3 above directly with X X+
broker-dealers.
5. Pay over monies to redeeming Shareholders. X X+
6. Effect transfers of Shares. X X+
7. Prepare and transmit dividends distributions. X X+
8. Issue Replacement Certificates. X
9. Reporting of abandoned property. X
10. Maintain records of account. X
11. Maintain and keep a current and accurate control X
book for each issue of securities.
12. Mail proxies. X
13. Mail shareholder reports. X
14. Mail prospectuses to current Shareholders. X
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Service Performed Responsibility
----------------- --------------
Bank Fund
---- ----
15. Withhold taxes on U.S. resident and non-resident X
alien accounts.
16. Prepare and file U.S. Treasury Department X
forms.
17. Prepare and mail account and confirmation X X+
statements for Shareholders.
18. Provide Shareholder account information. X
19. Blue sky reporting. X
* Such services are more fully described in Article 1.02 (a), (b) and (c) of the
Agreement.
+ Shared responsibility with each KeyCorp division responsible for their
customers represented by omnibus accounts
THE VICTORY VARIABLE INSURANCE
FUNDS, on behalf of each of the Funds listed on
Schedule A, individually and not jointly
By:_________________
ATTEST:
____________________
Assistant Secretary
STATE STREET BANK AND TRUST COMPANY
BY:_________________
Executive Vice President
ATTEST:
____________________
Assistant Secretary
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Fee Information for Services as
Plan, Transfer and Dividend Disbursing Agent
THE VICTORY VARIABLE INSURANCE FUNDS
--------------------------------------------------------------------------------
Annual Account Service Fees
---------------------------
Account Fee $ 13.25
Complex Base Fee* $600,000
Closed Account Fee $ 1.50
Each class is considered a fund and will be billed accordingly.
Fees are billable on a monthly basis at the rate of 1/12 of the annual fee. A
charge is made for an account in the month that an account opens or closes.
Activity Based Fees
-------------------
New Account Set-up $5.00/each
Manual Transactions $1.50/each
Telephone Calls $1.50/each
Correspondence $2.50/each
XXX Custodial Fees (If Applicable)
----------------------------------
Annual Maintenance $10.00/account
Conversion Fee
--------------
One Time Fee $30,000
Out-of-Pocket Expenses Billed as incurred
----------------------
Out-of-Pocket expenses include but are not limited to: confirmation statements,
postage, forms, audio response, telephone, records retention, transcripts,
microfilm, microfiche, and expenses incurred at the specific direction of the
fund.
*This complex base fee may be allocated across the Funds at the discretion of
KeyCorp. The complex base fee is applicable up to 50 Cusips.
THE VICTORY VARIABLE INSURANCE STATE STREET BANK AND TRUST
FUNDS, on behalf of each of the Funds listed on CO.
Schedule A, individually and not jointly
By: ____________________________ By: ________________________
Title ___________________________ Title _______________________
Date ____________________________ Date ________________________
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