SHAREHOLDER SERVICING AGREEMENT
The Victory Portfolios
0000 Xxxxxxx Xxxx, Xxxxx 0000
Xxxxxxxx, Xxxx 00000-0000
In this Agreement, "we" and "us" refer to The Victory Portfolios (the
"Trust"). We are entering this Service Agreement on behalf of our various series
funds (the "Funds") and their classes that have adopted "Shareholder Servicing
Plans," as described in the Trust's current Registration Statement, as amended
from time to time. "You" refers to the service provider that has signed this
Agreement. This Agreement concerns support services that you provide to your
clients ("Clients") who may from time to time beneficially own shares of
beneficial interest of the Funds ("Shares"). The "Distributor" refers to Victory
Capital Advisers, Inc., the distributor of the Shares. The Distributor is a
party to this Agreement for the sole purpose of facilitating the payments
described in Section 5 of this Agreement.
The terms and conditions of this Servicing Agreement are as follows:
Section 1. You agree to provide administrative and support services to
your Clients who may from time to time beneficially own Shares, which may
include the following support services: (i) establishing and maintaining
accounts and records relating to Clients that invest in Shares; (ii) processing
dividend and distribution payments from us on behalf of Clients; (iii) providing
information periodically to Clients showing their positions in Shares and
integrating such statements with those of other transactions and balances in
Clients' other accounts serviced by you; (iv) arranging for bank wires; (v)
responding to Client inquiries relating to the services performed by you; (vi)
responding to routine inquires from Clients concerning their investments in
Shares; (vii) providing subaccounting with respect to Shares beneficially owned
by Clients, or the information to us necessary for subaccounting; (viii) if
required by law, forwarding shareholder communications from us (such as proxies,
shareholder reports, annual and semi-annual financial statements and dividend,
distribution and tax notices) to Clients; (ix) assisting in processing purchase,
exchange and redemption requests from Clients and in placing such orders with
our service contractors; (x) assisting Clients in changing dividend options,
account designations and addresses; (xi) providing Clients with a service that
invests the assets of their accounts in Shares pursuant to specific or
pre-authorized instructions; and (xii) providing such other similar services as
we may reasonably request to the extent you are permitted to do so under
applicable statutes, rules and regulations.
Section 2. You will provide such office space and equipment, telephone
facilities and personnel (which may be any part of the space, equipment and
facilities currently used in your business, or any personnel employed by you) as
may be reasonably necessary or beneficial in order to provide the aforementioned
services and assistance to Clients.
Section 3. Neither you nor any of your officers, employees or agents are
authorized to make any representations concerning us or the Shares except those
contained in our then current prospectuses and statement of additional
information, copies of which will be supplied by us to you, or in such
supplemental literature or advertising as may be authorized by us in writing.
Section 4. For all purposes of this Agreement you will be deemed to be an
independent contractor, and will have no authority to act as agent for us in any
matter or in any respect. By your written acceptance of this Agreement, you
agree to and do release, indemnify and hold us, the Distributor, our investment
adviser, administrator, sub-administrator, transfer agent and our and their
respective officers, directors or trustees, agents, employees and affiliates
harmless from and against any and all direct or indirect liabilities or losses
resulting from (i) any requests, directions, actions, or inactions of or by you
or your officers, employees or agents regarding your responsibilities hereunder
or the purchase, redemption, transfer or registration of Shares (or orders
relating to the same) by or on behalf of Clients, or (ii) any breach of this
Agreement, including any warranty, representation or undertaking contained in
this Agreement. You and your employees will, upon request, be available during
normal business hours to consult with us or our designees concerning the
performance of your responsibilities under this Agreement.
Section 5. (a) In consideration of the services and facilities provided by
you hereunder, we will pay to you, and you will accept as full payment therefor,
a fee at the annual rate of 25 one-hundredths of one percent (0.25%) of the
average daily net asset value of the Shares beneficially owned by your Clients
for whom you are the dealer of record or holder of record or with whom you have
a servicing relationship (the "Client's Shares"). We will compute this fee daily
and payable monthly. For purposes of determining the fees payable under this
Section 5, we will compute the average daily net asset value of the Clients'
Shares in the manner specified in our current Registration Statement (as amended
from time to time) in connection with the computation of the net asset value of
Shares for purposes of purchases and redemptions. By your written acceptance of
this Agreement, you agree to and do waive such portion of any fee payable to you
hereunder to the extent necessary to assure that such fee and other expenses
required to be accrued by us on any day with respect to the Clients' Shares in
any Fund that declares its net investment income as a dividend to shareholders
on a daily basis does not exceed the income to be accrued by us to such Shares
on that day. In our sole discretion, we may prospectively increase or decrease
this fee at any time upon notice to you. Further, in our discretion and without
notice to you, we may suspend or withdraw the sale of Shares, including the sale
of Shares to you for the account of any Client or Clients.
(b) As an alternative to the monthly payments described in Section 5(a)
above, you may, in certain cases, elect to receive an advance of 12 months of
these payments. If you elect such an advance, within 30 days of the initial
purchase of Shares by a Client, the Distributor will advance to you 12 months of
payments of the fees payable under this Section 5 applicable to such Shares. The
Distributor will compute this advance payment at the rate of 0.25% of the net
asset value of the such Shares determined on the date those Shares are
purchased. You agree to assign to the Distributor your right to receive any
monthly payments of fees under this Section 5(b) that correspond to the time
period for which the Distributor pays such advance and to
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receive payments in accordance with Section 5(a) of this Agreement after the
first 12 months.
Section 6. Any person authorized to direct the disposition of monies paid
or payable by us pursuant to this Agreement will provide to our Board of
Trustees (the "Board"), and the Board will review, at least quarterly, a written
report of the amounts so expended and the purposes for which such expenditures
were made. In addition, you will furnish us or our designees with such
information as we or they may reasonably request (including, without limitation,
periodic certifications confirming the provision to Clients of the services
described herein), and will otherwise cooperate with us and our designees
(including, without limitation, any auditors designated by us or any
regulators), in connection with the preparation of reports to the Board
concerning this Agreement and the monies paid or payable by us pursuant hereto,
as well as any other reports or filings that may be required by law.
Section 7. We may enter into other similar Servicing Agreements with any
other person or persons without your consent.
Section 8. By your written acceptance of this Agreement, you represent,
warrant and agree that: (i) to the extent required by law, you will disclose to
your Clients the compensation payable to you in connection with the investment
of your Clients' assets in Shares; (ii) the services that you provide under this
Agreement will not be primarily intended to result in the sale of Shares; (iii)
your receipt of fees under this Agreement will not constitute a "prohibited
transaction" as defined in the Employee Retirement Income Security Act of 1974,
as amended; (iv) your receipt of fees under this Agreement does not materially
violate any law or regulation that you are subject to; (v) you and we will be
responsible for compliance with all applicable laws respectively, rules and
regulations governing your and our performance of services under this Agreement,
including but not limited to Regulation S-P or other laws governing privacy of
confidential consumer information; (vi) to the extent required by law, you will
adopt and maintain (A) an anti-money laundering program, (B) customer
identification program, (C) procedures for detecting and reporting suspicious
activities that could give rise to money laundering, and (D) procedures for
notifying us of any activity that would reasonably raise concerns about the
existence of money laundering or unlawful activity.
Section 9. This Agreement will become effective on the date that we or our
designee receives a fully executed copy of this Agreement. Unless sooner
terminated, this Agreement will continue automatically for successive annual
periods, provided that we approve the continuation of this Agreement at least
annually in the manner described in Section 12. You or we may terminate this
Agreement upon 15 days' written notice to the other party at any time and
without penalty.
Section 10. All notices and other communications to either you, us or the
Distributor will be duly given if mailed, telegraphed, telexed or transmitted by
similar telecommunication device to the appropriate address stated herein, or to
such other address as either party shall so provide the other.
Section 11. This Agreement will be construed in accordance with the laws of
the State of Ohio and is non-assignable by the parties hereto.
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Section 12. This Agreement has been approved by vote of a majority of (i)
the Board and (ii) those Trustees who are not "interested persons" (as defined
in the Investment Company Act of 1940) of us and have no direct or indirect
financial interest in this Agreement, cast in person at a meeting called for the
purpose of voting on such approval.
Section 13. The names "The Victory Portfolios" and the "Board of Trustees"
refer, respectively, to the Trust created under a Certificate of Trust as filed
with the State of Delaware, and the Trustees, as trustees but not individually
or personally, acting from time to time under a Trust Instrument as amended from
time to time. The obligations of "The Victory Portfolios" entered into in the
name or on behalf thereof by any of the Trustees, representatives or agents are
made not individually but in such capacities, and are not binding upon any of
the Trustees personally, but bind only the assets of the Trust. No shareholder
of the Trust shall be personally liable for the debts, liabilities, obligations
and expenses incurred by, contracted for, or otherwise existing with respect to,
the Trust or by or on behalf of any Fund. The Trustees have no power to bind any
shareholder personally or to call upon any shareholder for the payment of any
sum of money or assessment whatsoever other than such as the shareholder may at
any time personally agree to pay by way of subscription for any shares or
otherwise. Any person having any claim against any Fund may look only to the
assets of that Fund to satisfy or enforce any debt, with respect to that Fund.
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If you agree to be legally bound by the provisions of this Agreement,
please sign a copy of this letter where indicated below and promptly return it
to us, c/o Victory Capital Advisers, Inc., 0000 Xxxxxxx Xxxx, Xxxxx 0000,
Xxxxxxxx, Xxxx 00000-0000.
Very truly yours,
The Victory Portfolios, on behalf of each of its series Funds, individually and
not jointly, and their classes that have adopted "Shareholder Servicing Plans",
as described in the Trust's current Registration Statement, as amended from time
to time.
Date: ________________________________________
By: __________________________________________
(Authorized Officer)
_________________________________________
Print Name and Title:
Accepted and Agreed to:
Date: ________________________________________
By: __________________________________________
(Authorized Officer)
Title:_________________________________________
Accepted and Agreed to:
Victory Capital Advisers, Inc.
Date: ________________________________________
By: __________________________________________
(Authorized Officer)
Title:_________________________________________
