AMENDMENT TO TRANSFER AGENCY AGREEMENT
This amendment, made as of May 18, 2004 (the "Amendment"), amends the
Transfer Agency Agreement dated as of April 1, 2002 (the "Agreement") between
BISYS Fund Services Ohio, Inc. ("BISYS") and The Victory Portfolios (the
"Trust").
WHEREAS, pursuant to the Agreement, BISYS provides transfer agency
services to the Trust; and
WHEREAS, the Trust wishes to give dealers and financial advisors
associated with the Trust (collectively, "Users") internet-based access to
certain information stored on BISYS' mutual fund shareholder recordkeeping
system (the "Information").
NOW THEREFORE, the Trust and BISYS agree as follows:
1. BISYS'S RESPONSIBILITIES
BISYS will provide access to Information through the services set forth on
Schedule 1 to this Amendment (the "Portal Services"). The Portal Services are
deemed to constitute additional services "provided on an amendment to Schedule
B" of the Agreement.
Upon receipt of the Trust's authorization, BISYS will begin supplying
Information through the Portal Services within 120 days. BISYS will reasonably
assist the Trust in the service installation and acceptance testing.
BISYS will provide to Users, during BISYS's normal business hours,
telephone support regarding a User's proper and authorized use of the
then-current Portal Services, provided that support with respect to Portal
Services other than Broker Browser shall be limited to issues regarding BISYS's
provision of Information through such Portal Service. For any
non-support-related assistance or consulting, the Trust may contract with BISYS
for additional Professional Services at an agreed upon rate.
The Portal Services are not subject to the disaster recovery provisions of
the Agreement.
2. TRUST'S RESPONSIBILITIES
With the exception of the Broker Browser Portal Service, the Trust is
responsible for entering into an agreement with any provider of a Portal Service
it wishes to make available to Users, and for ensuring that such Portal Service
provides appropriate security measures. The Trust will provide, or cause the
relevant Portal Service to provide, to BISYS such information as BISYS requires
to make Information available through the Portal Service.
The Trust will pay to BISYS the fees set forth on Schedule 2 to this
Amendment (the "Portal Fees"). Schedule C to the Agreement is deemed to be
amended to include
the Portal Fees, which are separate and additional to the fees payable under the
Agreement. The Portal Fees shall be payable until such time as the Portal
Services are terminated as provided herein.
Information furnished to a User as part of any Service is furnished at the
express direction of the Trust, including for purposes of Section 26 of the
Transfer Agency Agreement. The Trust is solely responsible for ensuring that the
release of Information complies with applicable privacy and other laws and
regulations.
3. REPRESENTATIONS AND WARRANTIES
Each of the Trust and BISYS represents and warrants to the other that this
Amendment has been duly authorized by it and, when executed and delivered by it,
will constitute its legal, valid and binding obligation, enforceable against it
in accordance with this Amendment's terms.
The Trust further represents and warrants that it has all necessary
authority and consents to enter into this Amendment and to authorize the
provision of Information in accordance with the terms of this Amendment.
4. MODIFIED STANDARD OF CARE AND INDEMNIFICATION
Sections 6 and 9 of the Agreement is modified as follows only as it
relates to the Portal Services: all uses of the word "negligence" set forth in
Sections 6 and 9 of the Agreement are deleted and replaced with the words "gross
negligence."
5. TERMINATION
Either party may terminate one or more Portal Services at any time by
giving the other at least 30 days' written notice.
6. MISCELLANEOUS
(a) Capitalized terms used in this Amendment without definition have the
meanings given to those terms in the Agreement.
(b) Except as specifically modified or amended by this Amendment, the
rights and obligations of the parties with regard to the Portal Services are
governed by the Agreement. Therefore, unless specifically provided to the
contrary, all provisions of the Agreement, including its indemnification
provisions, apply to the Portal Services.
(c) Schedules 1 and/or 2 may be amended at any time by substitution of an
executed amended schedule without affecting the balance of this Amendment.
2
IN WITNESS WHEREOF, a duly authorized officer of each party has signed
this Amendment as of the date set forth above.
BISYS FUND SERVICES OHIO, INC.
By: /s/ Xxxx Xxxxxxx
---------------------------------
Name:
Title:
THE VICTORY PORTFOLIOS
By: /s/ Xxxxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: President
3
SCHEDULE 1
Portal Services
1. DST Vision
BISYS will coordinate access to the Trust's investment portfolios such that
Users will have access to mutual fund and shareholder account data, including
consolidated account views, total market value, comprehensive account detail,
transaction history, and tax summaries. Specific User IDs will be tagged for
access to some or all of the above information for one or more shareholders
and/or dealers.
BISYS will facilitate obtaining User IDs for Trust and BISYS personnel, as well
as resolution of any system interference with data access. BISYS will provide
appropriate personnel to accept phone calls, during regular business hours,
regarding problems with data access to Information.
BISYS is not affiliated with DST Vision or any provider thereof, and is not
responsible for errors or problems with the DST Vision system, but will
coordinate on behalf of the Trust with DST Vision to assist in resolving any
such problems.
1
SCHEDULE 2
Fees
1. DST VISION
The Trust will be invoiced for BISYS's out-of-pocket expenses, including fees
charged by SunGard.
2. GENERAL
I. Professional Services
At Trust's reasonable request and subject to the availability of BISYS's
personnel, BISYS will provide consulting services, custom modification
programming, and general support services relating to Portal Service at an
agreed upon rate. Professional Service Rates in effect as of the date of this
Amendment are $150 per hour.
II. Invoicing
The Trust will be invoiced monthly for Portal Services. Fees for any Portal
Service may be invoiced together with or separately from other Agreement fees
and fees for other Portal Services.
2
