SUB-ADMINISTRATION AGREEMENT
AGREEMENT made this 1st day of October, 1999, between BISYS Fund
Services Ohio, Inc. (the "Administrator"), an Ohio corporation having its
principal place of business at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000, and Key
Asset Management Inc. (the "Sub-Administrator"), a New York corporation having
its principal place of business at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000.
WHEREAS, the Administrator has entered into a Management and
Administration Agreement, dated October 1, 1999 ("Administration Agreement"),
with The Victory Portfolios (the "Trust"), a Delaware business trust, concerning
the provision of management and administrative services for the investment
portfolios of the Trust identified on Schedule A hereto, as such Schedule shall
be amended from time to time (individually referred to herein as a "Fund" and
collectively as the "Funds"); and
WHEREAS, the Administrator desires to retain the Sub-Administrator to
assist it in performing administrative services with respect to each Fund and
the Sub-Administrator is willing to perform such services on the terms and
conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:
1. Services as Sub-Administrator. As provided herein, the
Sub-Administrator will perform the following duties:
(a) assist the Trust in the supervision of all aspects of the
operations of the Funds except those performed by the
investment adviser for the Funds under its Investment
Advisory Agreement;
(b) maintain office facilities (which may be in the office of
Sub-Administrator or an affiliate);
(c) furnish statistical and research data, clerical and
internal compliance services relating to legal matters,
except for those services provided pursuant to the terms
of the Fund Accounting Agreement;
(d) assist the Administrator in the preparation of the
periodic reports to the Securities and Exchange Commission
on Form N-SAR or any replacement forms thereto;
(e) assist the Administrator in compiling data for (after
review by the Trust's auditors) the Funds' federal and
state tax returns and required tax filings other than
those required to be made by the Trust's Custodian and
Transfer Agent;
(f) assist the Administrator in preparing and filing
compliance filings pursuant to state securities laws with
the advice of the Trust's counsel and coordinate with the
transfer agent to monitor the sale of the Funds' shares;
(g) assist the Trust in the preparation, mailing and filing of
the Trust's Annual and Semi-Annual Reports to Shareholders
and its Registration Statements;
(h) assist the Administrator in preparing and filing timely
Notices to the Securities and Exchange Commission required
pursuant to Rule 24f-2 under the Investment Company Act of
1940 (the "1940 Act")
(i) assist the Administrator in preparing and filing with the
Securities and Exchange Commission all Registration
Statements on Form N-1A and all amendments thereto with
the advice of Trust's counsel;
(j) assist the Administrator in preparing and filing with the
Securities and Exchange Commission Proxy Statements and
related documents with the advice of Trust's counsel and
coordinate the distribution of such documents; and
(k) provide Trustee Board meeting support, including assisting
in the preparation of documents related thereto.
The Sub-Administrator will keep and maintain all books and
records relating to its services in accordance with Rule 31a-1 under the 1940
Act.
2. Compensation; Reimbursement of Expenses. The Administrator will
pay the Sub-Administrator for the services provided under this Agreement a fee
with respect to each Fund calculated at the annual rate of up to five
one-hundredths of one percent (.05%) of such Fund's average daily net assets for
all Multiple Class Funds and all Single Class Funds. The Administrator shall
also promptly reimburse the Sub-Administrator for all out-of-pocket expenses
incurred in connection with the performance of its sub-administrative duties.
The fee payable hereunder shall be calculated and paid on a monthly basis. The
fee for the period from the day of the month this Agreement is entered into
until the end of that month shall be prorated according to the proportion which
such period bears the full monthly period. Upon any termination of this
Agreement before the end of any month, the fee for such part of a month shall be
prorated according to the proportion which such period bears to the full monthly
period and shall be payable upon the date of termination of this Agreement.
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For the purpose of determining fees payable to the Sub-Administrator,
the value of the net assets of a particular Fund shall be computed in the manner
described in the Trust's Agreement and Declaration of Trust or in the prospectus
or Statement of Additional Information respecting the Fund as from time to time
in effect for the computation of the value of such net assets in connection with
the determination of the liquidating value of the shares of such Fund.
3. Effective Date. This Agreement shall become effective with
respect to a Fund as of the date first written above (or, if a particular Fund
is not in existence on that date, on the date specified in the amendment to
Schedule A to this Agreement relating to such Fund or, if no date is specified,
the date on which such amendment is executed).
4. Term. This Agreement shall continue in effect with respect to a
Fund, unless earlier terminated by either party hereto as provided hereunder,
until September 30, 2001, and thereafter shall be renewed automatically for
successive one-year terms unless written notice not to renew is given by the
non-renewing party to the other party at least 60 days prior to the expiration
of the then-current term; provided, however, that after such termination for so
long as the Sub-Administrator, with the written consent of the Administrator, 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. This Agreement shall terminate automatically
upon termination of the Administration Agreement. In addition, either party to
this Agreement may terminate such Agreement prior to the expiration of the
initial term set forth above by providing the other party with written notice of
such termination at least 60 days prior to the date upon which such termination
shall become effective. Compensation due the Sub-Administrator and unpaid by the
Administrator upon such termination shall be immediately due and payable upon
and notwithstanding such termination. The Sub-Administrator shall be entitled to
collect from the Administrator, in addition to the compensation described under
paragraph 2 hereof, the amount of all the Sub-Administrator's cash disbursements
for services in connection with the Sub-Administrator's activities in effecting
such termination, including without limitation, the delivery to the
Administrator, the Trust, and/or their respective designees, of the Trust's
property, records, instruments and documents, or any copies thereof. Subsequent
to such termination for a reasonable fee to be paid by the Administrator, the
Sub-Administrator will provide the Administrator and/or the Trust with
reasonable access to any Trust documents or records remaining in its possession.
5. Standard of Care; Reliance on Records and Instructions;
Indemnification. The Sub-Administrator shall use reasonable efforts to ensure
the accuracy of all services performed under this Agreement, but shall not be
liable to the Administrator or the trust for any action taken or omitted by the
Sub-Administrator in the absence of bad faith, willful misfeasance, negligence
or from reckless disregard by it of its obligations and duties. The
Administrator agrees to indemnify and hold harmless the Sub-Administrator, its
affiliates, employees, agents, directors, officers and nominees from and against
any and all claims, demands, actions and suits, whether
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groundless or otherwise, and from and against any and all judgements,
liabilities, losses, damages, costs, charges, counsel fees and other expenses of
every nature and character arising out of or in any way relating to the
Sub-Administrator's actions taken or non-actions with respect to the performance
of services under this Agreement with respect to a Fund or based, if applicable,
upon reasonable reliance on information, records, instructions or requests with
respect to such Fund given or made to the Sub-Administrator by the
Administrator; provided that this indemnification shall not apply to actions or
omissions of the Sub-Administrator in cases of its own bad faith, willful
misfeasance, negligence or from reckless disregard by it of its obligations and
duties, and further provided that prior to confessing any claim against it which
may be the subject of this indemnification, the Sub-Administrator shall give the
Administrator written notice of and reasonable opportunity to defend against
said claim in its own name or in the name of the Sub-Administrator.
The Sub-Administrator agrees to indemnify and hold harmless the
Administrator, its employees, agents, directors, officers and nominees from and
against any and all claims, demands, actions and suits, whether groundless or
otherwise, and from and against any and all judgements, liabilities, losses,
damages, costs, charges, counsel fees and other reasonable expenses of every
nature and character arising out of or in any way relating to the
Sub-Administrator's bad faith, willful misfeasance, negligence or from reckless
disregard by it of its obligations and duties, with respect to the performance
of services under this Agreement, provided that prior to confessing any claim
against it which may be the subject of this indemnification, the
Sub-Administrator shall give the Administrator written notice of and reasonable
opportunity to defend against said claim in its own name or in the name of the
Sub-Administrator.
6. Record Retention and Confidentiality. The Sub-Administrator shall
keep and maintain on behalf of the Trust all books and records that the Trust
and the Sub-Administrator are, or may be, required to keep and maintain in
connection with the services to be provided hereunder pursuant to any applicable
statutes, rules and regulations, including without limitation Rules 31a-1 and
31a-2 under the Investment Company Act of 1940, as amended. The
Sub-Administrator further agrees that all such books and records shall be the
property of the Trust and to make such books and records available for
inspection by the Trust, by the Administrator, or by the Securities and Exchange
Commission at reasonable times.
7. Uncontrollable Events. The Sub-Administrator assumes no
responsibility hereunder, and shall not be liable, for any damage, loss of data,
delay or any other loss whatsoever caused by events beyond its reasonable
control.
8. Rights of Ownership. All computer programs and procedures
developed to perform the services to be provided by the Sub-Administrator under
this Agreement are the property of the Sub-Administrator. All records and other
data except such computer programs and procedures are the exclusive property of
the Trust and all such other records and data will be
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furnished to the Administrator and/or the Trust in appropriate form as soon as
practicable after termination of this Agreement for any reason.
9. Return of Records. The Sub-Administrator may at its option at any
time, and shall promptly upon the demand of the Administrator and/or the Trust,
turn over to the Administrator and/or the Trust and cease to retain the
Sub-Administrator's files, records and documents created and maintained by the
Sub-Administrator pursuant to this Agreement which are no longer needed by the
Sub-Administrator in the performance of its services or for its legal
protection. If not so turned over to the Administrator and/or the Trust, such
documents and records will be retained by the Sub-Administrator for six years
from the year of creation. At the end of such six-year period, such records and
documents will be turned over to the Administrator and/or the Trust unless the
Trust authorizes in writing the destruction of such records and documents.
10. Notices. Any notice provided hereunder shall be sufficiently
given when sent by registered or certified mail to the address set forth above,
or at such other address as either party may from time to time specify in
writing to the other party pursuant to this Section.
11. Headings. Paragraph headings in this Agreement are included for
convenience only and are not to be used to construe or interpret this Agreement.
12. Assignment. This agreement and the rights and duties hereunder
shall not be assignable with respect to a Fund by either of the parties hereto
except by the specific written consent of the other party and with the specific
written consent of the Trust.
13. Governing Law. This Agreement shall be governed by and provisions
shall be construed in accordance with the laws of the State of Ohio.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
BISYS Fund Services Ohio, Inc. Key Asset Management Inc.
By: /s/ J. Xxxxx Xxxxx By: /s/ Xxxxxxxx Xxxxxx
Title: President Title: Senior Managing Director
Date:August 24, 1999 Date: August 25, 1999
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Schedule A
To The
Sub-Administration Agreement
Between
BISYS Fund Services Ohio, Inc.
And
Key Asset Management Inc.
Dated October 1, 1999
1. Victory Balanced Fund 26.Victory Federal Money Market Fund
2. Victory Diversified Stock Fund 27.Victory Convertible Securities Fund
3. Victory Government Mortgage Fund 28.Victory LifeChoice Conservative Investor Fund
4. Victory Growth Fund 29.Victory LifeChoice Growth Investor Fund
5. Victory Financial Reserves Fund 30.Victory LifeChoice Moderate Investor Fund
6. Victory Fund for Income 31.Victory Maine Municipal Bond Fund
7. Victory Institutional Money Market Fund (Intermediate)
8. Victory Intermediate Income Fund 32.Victory Maine Municipal Bond Fund
9. Xxxxxxx Xxxxxxxxxxxxx Growth Fund (Short-Intermediate)
10.Victory Investment Quality Bond Fund 33.Victory Michigan Municipal Bond Fund
11.Victory Lakefront Fund 34.Victory Equity Income Fund
12.Victory Limited Term Income Fund 35.Victory National Municipal Bond Fund (Long)
13.Victory National Municipal Bond Fund 36.Victory National Municipal Bond Fund
14.Victory New York Tax-Free Fund (Short-Intermediate)
15.Victory Ohio Municipal Bond Fund 37.Victory Established Value Fund
16.Victory Ohio Municipal Money Market Fund 38.Victory Gradison Government Reserves Fund
17.Victory Ohio Regional Stock Fund
18.Victory Prime Obligations Fund
19.Victory Real Estate Investment Fund
20.Victory Special Growth Fund
(eff. 3/29/99 Small Company
Opportunity Fund)
21.Victory Special Value Fund
22.Victory Stock Index Fund
23.Victory Tax-Free Money Market Fund
24.Victory U.S. Government Obligations Fund
25.Victory Value Fund
BISYS Fund Services Ohio, Inc Key Asset Management Inc.
By: /s/ J. Xxxxx Xxxxx By: /s/ Xxxxxxxx Xxxxxx
Title: President Title: Senior Managing Director
Date: August 24, 1999 Date: August 24, 1999
