FORM OF
ADMINISTRATION AGREEMENT
This Administration Agreement is made as of this 1st day of August, 2004
between The Victory Institutional Funds, a Delaware business trust (herein
called the "Trust"), on behalf of each investment portfolio of the Trust listed
on Schedule I, 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., an
Ohio corporation (herein called "BISYS").
WHEREAS, the Trust is an open-end, management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act");
WHEREAS, the Trust offers for sale shares of beneficial interest without
par value of the Funds (herein collectively called "Shares"); and
WHEREAS, the Trust desires to retain BISYS as its Administrator to provide
it with certain administrative services with respect to each of the Funds and
their respective Shares, and BISYS is willing to render such services.
NOW, THEREFORE, in consideration of the premises and mutual covenants set
forth herein, the parties hereto agree as follows:
I. DELIVERY OF DOCUMENTS
The Trust has delivered to BISYS copies of each of the following documents
(receipt of which is acknowledged) and will deliver to it all future amendments
and supplements thereto, if any:
(a) The Trust's Certificate of Trust and all amendments thereto
(such Certificate of Trust, as presently in effect and as it shall from time to
time be amended, herein called the "Trust's Certificate");
(b) The By-Laws of the Trust (such By-Laws as presently in effect
and as they shall from time to time be amended, herein called the "By-Laws");
(c) Resolutions of the Board of Trustees of the Trust authorizing
the execution and delivery of this Agreement;
(d) The Trust's most recent Post-Effective Amendment to its
Registration Statement(s) under the Securities Act of 1933, as amended (the
"1933 Act"), and under the 1940 Act, on Form N-1A as filed with the Securities
and Exchange Commission (the "Commission") relating to the Shares and any
further amendment thereto;
(e) Notification of registration of the Trust under the 1940 Act on
Form N-8A as filed with the Commission; and
(f) Prospectuses and Statements of Additional Information of the
Trust with respect to the Funds (such prospectuses and statements of additional
information, as presently in effect and as they shall from time to time be
amended and supplemented, herein called individually the "Prospectus" and
collectively the "Prospectuses").
II. ADMINISTRATION
1. Appointment of Administrator. The Trust hereby appoints BISYS as its
Administrator for each of the Funds on the terms and for the period set forth in
this Agreement and BISYS hereby accepts such appointment and agrees to perform
the services and duties set forth in this Article II for the compensation
provided in this Article II. The Trust understands that BISYS now acts and will
continue to act as administrator of various investment companies, and the Trust
has no objection to BISYS' so acting. In addition, it is understood that the
persons employed by BISYS to assist in the performance of its duties hereunder,
will not devote their full time to such services and nothing herein contained
shall be deemed to limit or restrict the right of BISYS or any affiliate of
BISYS to engage in and devote time and attention to other businesses or to
render services of whatever kind or nature. BISYS shall, for all purposes
herein, be deemed to be an independent contractor and, unless otherwise
expressly provided or authorized, shall have no authority to act for or
represent the Trust in any way and shall not be deemed an agent of the Trust.
2. Services and Duties.
(a) As Administrator, and subject to the supervision and control of
the Trust's Board of Trustees, BISYS will provide facilities, equipment,
statistical and research data, clerical services, internal compliance services
relating to legal matters, and personnel to carry out all administrative
services required for operation of the business and affairs of the Trust, other
than those investment advisory functions which are to be performed by the
Trust's investment advisers, those services to be performed by the Trust's
custodian, distributor, transfer agent and fund accounting agent, and those
services normally performed by the Trust's counsel and auditors. BISYS'
responsibilities include without limitation the following services:
(1) Providing a facility to receive purchase and redemption
orders via toll-free IN-XXXXX telephone lines or via electronic
transmission;
(2) Providing for the preparing, supervising and mailing of
confirmations for wire, telephone and electronic purchase and
redemption orders;
(3) Providing and supervising the operation of an automated
data processing system to process purchase and redemption orders
received by BISYS (BISYS assumes responsibility for the accuracy of
the data transmitted for processing or storage);
(4) Overseeing the performance of the Trust's custodian and
transfer agent;
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(5) Making available information concerning each Fund to its
shareholders; distributing written communications to each Fund's
shareholders of record such as periodic listings of each Fund's
securities, annual and semi-annual reports, and Prospectuses and
supplements thereto; and handling shareholder problems and calls
relating to administrative matters; and
(6) Providing and supervising the services of employees whose
principal responsibility and function shall be to preserve and
strengthen each Fund's relationships with its shareholders.
(b) BISYS shall assure that persons are available to transmit wire,
telephone or electronic redemption requests to the Trust's transfer agent as
promptly as practicable.
(c) BISYS shall assure that persons are available to transmit wire,
telephone or electronic orders accepted for the purchase of Shares to the
Trust's transfer agent as promptly as practicable.
(d) BISYS shall participate in the periodic updating of the
Prospectuses and shall coordinate (i) the filing, printing and dissemination of
reports to each Fund's shareholders and the Commission, including but not
limited to annual reports and semi-annual reports on Form N-SAR and notices
pursuant to Rule 24f-2, (ii) the preparation, filing, printing and dissemination
of proxy materials, and (iii) the preparation and filing of post-effective
amendments to the Trust's Registration Statement on Form N-1A relating to the
updating of financial information and other routine matters.
(e) BISYS shall pay all costs and expenses of maintaining the
offices of the Trust, wherever located, and shall arrange for payment by the
Trust of all expenses payable by the Trust.
(f) BISYS, after consultation with legal counsel for the Trust,
shall determine the jurisdictions in which the Shares shall be registered or
qualified for sale and, in connection therewith, shall be responsible for the
maintenance of the registration or qualification of the Shares for sale under
the securities laws of any state. Payment of share registration fees and any
fees for qualifying or continuing the qualification of the Funds shall be made
by the Funds.
(g) BISYS shall provide the services of certain persons who may be
appointed as officers of the Trust by the Trust's Board of Trustees.
(h) BISYS shall oversee the maintenance by the Trust's custodian and
transfer agent of the books and records required under the 1940 Act in
connection with the performance of the Trust's agreements with such entities,
and shall maintain, or provide for the maintenance of, such other books and
records (other than those required to be maintained by the Trust's investment
advisers and fund accounting agent) as may be required by law or may be required
for the proper operation of the business and affairs of the Trust and each Fund.
In compliance with the requirements of Rule 31a-3 under the 1940 Act, BISYS
agrees that all such books and records which
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it maintains, or is responsible for maintaining, for the Funds are the property
of the Trust and further agrees to surrender promptly to the Trust any of such
books and records upon the Trust's request. BISYS further agrees to preserve for
the periods prescribed by Rule 31a-2 under the 1940 Act said books and records
required to be maintained by Rule 31a-1 under said Act.
(i) BISYS shall coordinate the preparation of the Funds' federal,
state and local income tax returns.
(j) BISYS shall prepare such other reports relating to the business
and affairs of the Trust and each Fund (not otherwise appropriately prepared by
the Trust's investment adviser, transfer agent, fund accounting agent or the
Trust's counsel or auditors) as the officers and Trustees of the Trust may from
time to time reasonably request in connection with the performance of their
duties, and BISYS shall provide reports to the Board of Trustees summarizing
issues relating to the provision of BISYS' services hereunder, of which BISYS is
aware and the Board of Trustees should be aware.
(k) In performing its duties as Administrator of the Trust, BISYS
will act in conformity with the Trust's Certificate, By-Laws and Prospectuses
and with the instructions and directions of the Board of Trustees of the Trust
and will conform to and comply with the requirements of the 1940 Act and all
other applicable federal or state laws and regulations.
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 to the extent that such services are described therein unless BISYS
receives written instructions to the contrary in a timely manner from the Trust.
3. Subcontractors. It is understood that BISYS may from time to time
subcontract with any entity or entities acceptable to the Trust in writing
concerning the provision of administration services hereunder; provided,
however, that the compensation of such persons shall be paid by BISYS and that
BISYS shall be as fully responsible to the Trust, to the extent provided in
Article IV, for the acts of any subcontractor as if such acts were its own.
Notwithstanding the foregoing, BISYS shall have no liability for the
sub-administration services provided by Victory Capital Management, Inc., except
to the extent that such liability arises out of BISYS' acts or omissions for
which it would otherwise be liable for under Article IV hereunder.
4. Expenses Assumed As Administrator. Except as otherwise stated in this
subsection 4, BISYS shall pay all expenses incurred by it in performing its
services and duties as Administrator, including the cost of providing office
facilities, equipment and personnel related to such services and duties. Other
expenses incurred in the operation of the Trust (other than those borne by the
Trust's investment adviser) including taxes, interest, brokerage fees and
commissions, if any, fees of trustees who are not officers, directors, partners,
employees or holders of 5 percent or more of the outstanding voting securities
of the Trust's investment advisers or BISYS or any of their affiliates,
Securities and Exchange Commission fees and state blue sky registration or
qualification fees, advisory fees, charges of custodians, transfer and dividend
disbursing agents' fees, fund accounting agents' fees, fidelity bond and
trustees' and officers' errors and omissions insurance premiums,
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outside auditing and legal expenses, costs of maintaining corporate existence,
costs attributable to shareholder services, including without limitation
telephone and personnel expenses, costs of preparing and printing Prospectuses
for regulatory purposes and for distribution to existing shareholders, costs of
shareholders' reports and Trust meetings and any extraordinary expenses will be
borne by the Trust.
5. Compensation. For the services provided and the expenses assumed as
Administrator pursuant to this Article II, the Trust will pay BISYS a fee,
computed daily and payable monthly, at the annual rate set forth in Schedule II
hereto. Such fee as is attributable to each Fund shall be a separate (and not
joint or joint and several) obligation of each such Fund. No individual Fund
shall have any responsibility for any obligation, if any, with respect to any
other Fund arising out of this Agreement.
6. Survival of Compensation Rights. All rights of compensation under this
Agreement for services performed as of the termination date shall survive the
termination of this Agreement.
III. CONFIDENTIALITY
BISYS will treat confidentially and as proprietary information of the
Trust all records and other information relative to the Trust and the Funds and
their prior or present shareholders or those persons or entities who respond to
BISYS' inquiries concerning investment in the Trust, and except as provided
below, will not use such records and information for any purpose other than
performance of its responsibilities and duties hereunder, or the performance of
its responsibilities and duties with regard to any other investment portfolio
which may be added to the Trust in the future. Any other use by BISYS of the
information and records referred to above may be made only after prior
notification to and approval in writing by the Trust. Such approval shall not be
unreasonably withheld and may not be withheld where (i) BISYS may be exposed to
civil or criminal contempt proceedings for failure to divulge such information;
(ii) BISYS is requested to divulge such information by duly constituted
authorities; or (iii) BISYS is so requested by the Trust.
IV. LIMITATION OF LIABILITY
The duties of BISYS shall be confined to those expressly set forth herein,
and no implied duties are assumed by or may be asserted against BISYS hereunder.
BISYS shall not be liable for any error of judgment or mistake of law or for any
loss arising out of any act or omission in carrying out its duties hereunder,
except a loss resulting from willful misfeasance, bad faith or negligence in the
performance of its duties, or by reason of reckless disregard of its obligations
and duties hereunder, except as may otherwise be provided under provisions of
applicable law which cannot be waived or modified hereby. (As used in this
Article IV, the term "BISYS" shall include partners, officers, employees and
other agents of BISYS as well as BISYS itself.)
So long as BISYS acts in good faith and with due diligence and without
negligence, the Trust and the Adviser assume full responsibility and shall
indemnify, jointly and severally, BISYS and hold it harmless from and against
any and all actions, suits and claims, whether groundless or
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otherwise, and from and against any and all losses, damages, costs, charges,
reasonable counsel fees and disbursements, payments, expenses and liabilities
(including reasonable investigation expenses) arising directly or indirectly out
of BISYS' actions taken or nonactions with respect to the performance of
services hereunder. The indemnity and defense provisions set forth herein shall
indefinitely survive the termination of this Agreement.
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 provision contained herein shall
apply, however, it is understood that if in any case an indemnifying party may
be asked to indemnify or hold the indemnified 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.
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 the indemnifying party and satisfactory to the indemnified party,
whose approval shall not be unreasonably withheld. In the event that the
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 a suit, it will reimburse indemnified party for the reasonable fees and
expenses of any counsel retained by the indemnified party.
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, accountant or expert 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.
Also, BISYS shall be protected in acting upon any document which it
reasonably believes to be genuine and to have been signed or presented by the
proper person or persons. BISYS will not be held to have notice of any change of
authority of any officers, employees or agents of the
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Trust or the Adviser until receipt of written notice thereof from the Trust or
the Adviser, as the case may be.
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.
V. ACTIVITIES OF THE ADMINISTRATOR.
The services of BISYS rendered to the Trust 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.
VI. DURATION AND TERMINATION
This Agreement shall become effective as of August 1, 2004, and, unless
sooner terminated as provided herein, shall continue until March 31, 2006 (the
"Initial Term"). Thereafter, if not terminated, this Agreement shall continue
automatically as to a particular Fund for successive terms of two years
("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 Trusts Board of Trustees or a majority of the outstanding
voting securities of such Fund. This Agreement may be terminated without penalty
(i) by provision of a notice of non-renewal in the manner set forth below, (ii)
by mutual agreement of the parties or (iii) for "cause," as defined below, upon
the provision of 60 days advance written notice by the party alleging cause.
Written notice of non-renewal must be provided at least 60 days prior to the end
of the Initial Term or any Rollover Period, as the case may be.
After such termination, for so long as BISYS, with the written consent of
the Trust, in fact continues to perform any one or more of the services
contemplated by this Agreement or any schedule or exhibit hereto, the provisions
of this Agreement, including, without limitation, the provisions dealing with
indemnification, shall continue in full force and effect.
Compensation due BISYS and unpaid by the Trust upon termination of this
Agreement shall be immediately due and payable upon and notwithstanding such
termination. BISYS shall be entitled to collect from the Trust in addition to
the compensation described in Schedule II hereto, the amount of all its
reasonable cash disbursements and cash disbursements approved by the Trust for
services in connection with its activities in effecting such termination,
including without limitation, the delivery to the Trust and/or its designees of
the Trust's property, records, instruments and documents or any copies thereof.
Subsequent to such termination, for a reasonable fee, BISYS will
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provide the Trust with reasonable access to any Trust documents or records
remaining in its possession.
For purposes of this Agreement, "cause" shall mean (a) a material breach
that has not been cured within 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.
If, for any reason other than nonrenewal, mutual agreement of the parties
or "cause," as defined above, BISYS' services are terminated herein, BISYS is
replaced as administrator, 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-administrator appointed by BISYS as provided in Section 2 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 due BISYS for the remainder of the then-current term of
this Agreement, assuming for purposes of calculation of the payment that such
balance shall be based upon the average amount of the Trust's daily net assets
for the twelve months prior to the date BISYS is replaced or a third party is
added.
In the event the Trust 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 administrator services consistent with this Agreement. The
one-time cash payment referenced above shall be due and payable on the day prior
to the first day in which BISYS is replaced or a third party is added.
The parties further acknowledge and agree that, in the event 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.
VII. AMENDMENT OF THIS AGREEMENT
No provisions of this Agreement may be changed, waived, discharged or
terminated, except by an instrument in writing signed by the party against whom
an enforcement of the change, waiver, discharge or termination is sought.
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VIII. NOTICES
Notices of any kind to be given to the Trust hereunder by BISYS shall be
in writing and shall be duly given if mailed or delivered to the Trust c/o
Victory Capital Management, Inc., Investment Products Group 000 Xxxxxx Xxxxxx,
Xxxxxxxxx, Xxxx 00000, Attn: Xxxxxxxx X. Xxxxxx, President, with a copy to
Kramer, Levin, Naftalis & Xxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attn: Xxx Xxxxx, Esquire, or at such other address or to such individual as
shall be so specified by the Trust to BISYS. Notices of any kind to be given to
BISYS hereunder by the Trust shall be in writing and shall be duly given if
mailed or delivered to BISYS at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000,
Attention: Xxxxxxx X. Xxxxx, or at such other address or to such individual as
BISYS shall specify to the Trust.
IX. MAINTENANCE OF SYSTEMS
AND EQUIPMENT; UNCONTROLLABLE EVENTS
BISYS shall maintain adequate and reliable computer and other equipment
necessary or appropriate to carry out its obligations under this Agreement. In
the event of computer or other equipment failures beyond its reasonable control,
BISYS shall use its best efforts to minimize service interruptions. BISYS
represents and warrants that the various procedures and systems which it has
implemented with regard to safekeeping from loss or damage attributable to fire,
theft or any other cause of the 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. Notwithstanding the foregoing,
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. In any such event, BISYS shall, at no additional expense to
the Trust, take all steps reasonably necessary to minimize service
interruptions.
X. REPRESENTATIONS AND WARRANTIES
The Trust represents and warrants to BISYS that 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.
BISYS represents and warrants that: (a) 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 (b) this Agreement has
been duly authorized by BISYS
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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.
XI. MISCELLANEOUS
1. Construction. 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. 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. Subject to the provisions of Article V hereof, this Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors and shall be governed by Ohio law; provided,
however, that nothing herein shall be construed in a manner inconsistent with
the 1940 Act or any rule or regulation of the Commission thereunder.
2. Names. The names "The Victory Portfolios" and "Trustees of The Victory
Portfolios" refer respectively to the Trust created and the Trustees, as
trustees but not individually or personally, acting from time to time under a
Certificate of Trust filed on December 21, 1995 at the office of the Secretary
of State of the State of Delaware which is hereby referred to and is also on
file at the principal office of the Trust. The obligations of The Victory
Portfolios entered into in the name or on behalf thereof by any of its trustees,
representatives or agents are made not individually, but in such capacities and
are not binding upon any of the trustees, shareholders or representatives of the
Trust personally but bind only the Trust property, and all persons dealing with
any class of shares of the Trust must look solely to the Trust property
belonging to such class for the enforcement of any claims against the Trust.
3. References to a Fund. Every reference to a Fund will be deemed a
reference solely to the particular Fund (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, BISYS shall not have any right to set off
claims of a Fund by applying property of any other Fund.
4. Assignment. This Agreement and the rights and duties hereunder shall
not be assignable by either party without the written consent of the other
party.
5. Privacy. Nonpublic personal financial information relating to consumers
or customers of the Trust provided by, or at the direction of the Trust or the
Adviser to BISYS, or collected or retained by BISYS to perform its duties as
administrator of the Funds 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 shall have in place and maintain
physical, electronic and procedural safeguards reasonably designed to protect
the security,
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confidentiality and integrity of, and to prevent unauthorized access to or use
of records and information relating to consumers 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.
6. Headings. Paragraph headings in this Agreement are included for
convenience only and are not to be used to construe or interpret this Agreement.
7. Complete Agreement. 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 subject matter covered herein, including, without limitation, the 1998
Agreement.
8. Counterparts. 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.
9. Amendments. No amendment to this Agreement shall be valid unless made
in writing and executed by both parties hereto. For special cases, the parties
hereto may amend such procedures set forth herein as may be appropriate or
practical under the circumstances, and BISYS may conclusively assume that any
special procedure which has been approved by the Trust does not conflict with or
violate any requirements of its Declaration of Trust or then-current
prospectuses, or any rule, regulation or requirement of any regulatory body.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
The Victory Institutional Funds, on behalf
of each Fund listed on Schedule I,individually
and not jointly
By: __________________________________
Name:_________________________________
Title:________________________________
Attest: _____________________
BISYS Fund Services Ohio, Inc.
By: __________________________________
Name:________________________________
Title:_________________________________
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SCHEDULE I
to the
Administration Agreement
between
The Victory Institutional Funds
and
BISYS Fund Services Ohio, Inc.
Dated as of August 1, 2004
Name of Portfolio
1. Victory Institutional Liquid Reserves Fund
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SCHEDULE II
to the
Administration Agreement
between
The Victory Institutional Funds
and
BISYS Fund Services Ohio, Inc.
Dated as of August 1, 2004
FEES
Pursuant to Article II, Section 5 of the Agreement, BISYS shall be entitled to
receive a fee based upon the annual rate set forth below for the Victory
Institutional Liquid Reserves Fund:
Average Daily Net
Assets of the Trust Fee Amount
------------------- ----------
Up to $100 million Three-hundredths of one percent (0.03%) of the
average daily net assets of the Trust
All assets exceeding $100 Two one-hundredths of one percent (0.02%) of the
million average daily net assets of the Trust
The foregoing fees are subject to an annual minimum fee of $25,000 per year.
Fees for additional Funds or Classes added to the Trust will be agreed at the
time such Fund or Class is added to the Agreement.
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