SUPPLEMENT TO
TRANSFER AGENCY AGREEMENT
Dated as of June 3, 2002
Reference is hereby made to that certain Transfer Agency Agreement between The
Victory Portfolios (the "Company") and BISYS Fund Services Ohio, Inc. ("BISYS")
in effect as of the date hereof (the "Agreement") and dated April 1, 2002.
WHEREAS, the provisions of the Agreement, including Section 1 of the Agreement
and Schedule B to the Agreement, provide that BISYS may provide such additional
services as may be reasonably requested by the Company, and that such additional
services may be subject to an additional charge;
WHEREAS, the Company intends to enter into a Supplemental Fund Services
Agreement ("Services Agreement") with Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated ("Xxxxxxx Xxxxx") with respect to certain of its underling
investment portfolios which are set forth on Exhibit A hereto, which may be
amended from time to time upon mutual agreement of the parties hereto
(collectively referred to as the "Funds" and individually as a "Fund");
WHEREAS, the Company requests that BISYS perform certain additional services in
connection with the arrangement covered by the Services Agreement; and
WHEREAS, BISYS is willing to provide such additional services with respect to
the Funds, on the terms and conditions set forth in this supplement to the
Agreement (this "Supplement").
NOW THEREFORE, in consideration of the foregoing and the mutual premises and
covenants herein set forth, and set forth under the Agreement, the parties agree
as follows:
1. Xxxxxxx Xxxxx provides recordkeeping and investment related services to
certain employee benefit plans (the "Plans"). The Plans or the plan participants
("Participants") wish to invest in the Funds and Xxxxxxx Xxxxx is the record
owner of the shares of the Funds and maintains such ownership through an omnibus
account ("Omnibus Account") established for each Fund. For each Fund, BISYS will
recognize one Omnibus Account in Xxxxxx Xxxxx'x name and will provide the
following services in relation to each account:
Procedures for Purchases and Redemptions of Fund Shares.
In accordance with the Services Agreement, on each day the New York Stock
Exchange is open for business ("Business Day") Xxxxxxx Xxxxx or its agent may
receive instructions from Participants for the purchase, redemption and exchange
of shares of the Funds. The Services Agreement provides that Instructions
received after 4:00 p.m. Eastern Time ("ET") or the close of regular trading on
the New York Stock Exchange, whichever is earlier (the "Close of Business"), on
any Business Day will be treated as if received on the next following Business
Day.
(i) By 11:00 a.m. ET on the next Business Day following receipt of such
instructions by Xxxxxxx Xxxxx, in accordance with the Services Agreement,
Xxxxxxx Xxxxx will provide to BISYS (as agent of the Fund) via the NSCC Defined
Contribution Platform (which utilizes the "as of" record layout within
Fund/SERV) or the NSCC Fund/SERV Platform one or more files detailing the
instructions received with respect to the Omnibus Account prior to the Close of
Business on the prior Business Day. Such instructions shall be effected at the
public offering price of the shares calculated as of the close of trading on the
prior Business Day. BISYS acknowledges that in accordance with the Services
Agreement, if for any reason Xxxxxxx Xxxxx is unable to transmit the file(s)
with respect to any Business Day, Xxxxxxx Xxxxx will notify BISYS by 11:00 a.m.
ET on the next following Business Day.
(ii) By 7:00 p.m. Eastern Time ("ET") each Business Day, BISYS will take
appropriate efforts to provide to Xxxxxxx Xxxxx by means of the NSCC Profile,
(i) the Fund's net asset value at the Close of Business, (ii) in the case of
income Funds, the daily accrual or interest rate factor (mil rate) and (iii)
when applicable, the record date, ex-dividend date and payable date information
for dividends and capital gains. In lieu of transmitting this information
through the NSCC Profile medium, BISYS may provide such information through an
alternative channel.
(iii) For purchase and redemption instructions with respect to a Fund,
Xxxxxxx Xxxxx and BISYS will settle the purchase and redemption transactions
referred to above and received in good order, via the NSCC Fund/SERV settlement
process on the next Business Day following the effective trade date. BISYS will
provide to Xxxxxxx Xxxxx a daily transmission of positions and trading activity
taking place in the Omnibus Accounts using the proprietary Inventory Control
System ("ICS").
2. The services to be provided pursuant to this Supplement are provided in
accordance with, and subject to, all of the terms and conditions of the
Agreement, including but not limited to the terms of Section 6 (Standard of
Care; Uncontrollable Events; Limitation of Liability) and Section 9
(Indemnification) of the Original Agreement. The services to be provided relate
only to the Shares of the Funds specified in Schedule A, as amended from time to
time. Except to the extent specifically set forth herein, all provisions of the
Agreement remain unaffected by this Supplement and remain in full force and
effect.
3. The Company represents and warrants that it has full power and authority
to enter into and perform the Services Agreement, that the Services Agreement
has been duly authorized by the Company and, when executed and delivered by the
Company, will constitute a legal, valid and binding obligation of the Company,
enforceable against the Company 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.
The Company agrees and acknowledges that (i) except as specifically provided
hereunder, BISYS makes no representations concerning, and takes no
responsibility for, the Services Agreement, and (ii) the Company is not relying
upon BISYS to review or evaluate the Services Agreement on behalf of the
Company.
4. The Company shall provide BISYS with a copy of the executed Services
Agreement and any subsequent amendments to the executed Services Agreement. The
Company shall promptly
notify BISYS in the event that (i) the Services Agreement is terminated by any
party thereto, (ii) any representation or warranty set forth in Section 3 of
this Supplement is no longer true and accurate for any reason, or (iii) if the
Company is unable to continue to perform any of its obligations under the
Services Agreement for any reason (other than an inability to perform due to an
inability or failure of BISYS to perform its services hereunder).
If the Company notifies BISYS of any of the foregoing items (i)-(iii) above, or
if any of the foregoing items (i)-(iii) occurs, BISYS may terminate the services
provided under this Supplement upon notice to the Company.
5. BISYS shall not charge additional compensation, for the services to be
rendered by BISYS hereunder, over and above such compensation as is already
provided for in the Agreement. However, in addition to and not in limitation of
the provisions of the Agreement governing the termination of the Agreement,
BISYS may terminate the services provided under this Supplement upon ninety (90)
days written notice to the Company. For the avoidance of doubt, a termination of
the services hereunder by BISYS in a manner authorized hereunder shall not be
construed as a breach of the Agreement by BISYS.
IN WITNESS WHEREOF, the parties have executed this Supplement to the
Agreement as of the date first written above.
THE VICTORY PORTFOLIOS
By: /s/ Xxxxxxxx X. Xxxxxx
---------------------------------
Title: President
BISYS FUND SERVICES OHIO, INC.
By: /s/ Xxxxxxxxx X. Xxxxxxx
---------------------------------
Title: President
ATTACHMENT A
Class Fund Name Symbol CUSIP
C Victory Diversified Stock Fund VDSCX 926464157
C Victory Nasdaq-100 Index Fund VNICX 926464140
C Victory Real Estate Fund VRECX 926464165
C Victory Fund For Income VFFCX 926464173
A Victory Value Fund SVLSX 926464868
A Victory Growth Fund SGRSX 926464793
A Victory Diversified Stock Fund SRVEX 926464603
A Victory Real Estate Fund VREIX 926464579
A Victory Convertible Securities SBFCX 926464538
Fund
A Victory Balanced Fund SBALX 926464876
A Victory Special Value Fund SSVSX 926464843
A Victory Fund for Income IPFIX 926464751
