Ex99.h(4)
AMENDMENT TO
SUB-ADMINISTRATION AGREEMENT
AMENDMENT made as of the 1st day of March, 2004, between VICTORY CAPITAL
MANAGEMENT (the "Service Company"), a New York corporation having its principal
place of business at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000, and BISYS FUND
SERVICES OHIO, INC. ("BISYS"), an Ohio corporation having its principal place of
business at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000, to that certain
Sub-Administration Agreement dated April 1, 2002, under which the Service
Company performs certain management and administration services for BISYS with
regard to each of The Victory Portfolios and The Victory Variable Insurance
Funds. All capitalized terms used but not defined herein shall have the meaning
given to them in the Agreement.
WHEREAS, BISYS and the Service Company wish to enter into this Amendment
to the Agreement in order to change, among other things, the Service Company's
compensation;
NOW, THEREFORE, in consideration of the covenants herein contained, the
Trust and BISYS hereby agree as follows:
1. Compensation of the Service Company
Section 3 of the Agreement is hereby amended by replacing "three
one-hundredths of one percent (.03%)" with "four one-hundredths of one percent
(.04%)".
2. Notice
Section 11 of the Agreement is hereby amended by replacing "Xxxxxxx X.
Xxxxx" with "President".
3. Miscellaneous
(a) This Amendment supplements and amends the Agreement. The provisions
set forth in this Amendment supersede all prior negotiations, understandings and
agreements bearing upon the subject matter covered herein, including any
conflicting provisions of the Agreement or any provisions of the Agreement that
directly cover or indirectly bear upon matters covered under this Amendment.
(b) Each reference to the Agreement in the Agreement (as it existed prior
to this Amendment) and in every other agreement, contract or instrument to which
the parties are bound, shall hereafter be construed as a reference to the
Agreement as amended by this Amendment. Except as provided in this Amendment,
the provisions of the Agreement remain in full force and effect (including,
without limitation, the term of the Agreement). No amendment or modification to
this Amendment shall be valid unless made in writing and executed by both
parties hereto.
1
(c) Paragraph headings in this Amendment are included for convenience only
and are not to be used to construe or interpret this Amendment.
(d) This Amendment 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.
* * * * *
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed all as of the day and year first above written.
VICTORY CAPITAL MANAGEMENT, INC.
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------------------
Name:
Title:
BISYS FUND SERVICES OHIO, INC.
By: /s/ Xxxxxxxxx X. Xxxxxxx
-----------------------------------------
Name:
Title:
2
