SUB-ADMINISTRATION AGREEMENT
AGREEMENT made this 1st day of October, 1997, between BISYS Fund
Services Limited Partnership d/b/a BISYS Fund Services (the "Administrator"), an
Ohio limited partnership 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, 1997 ("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; Expenses Assumed as Sub-Administrator. 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. Except for the expenses that shall be borne by the Trust, as set forth
in Article II, Section 4 of the Administration Agreement, the Sub-Administrator
shall pay all expenses incurred by it in performing its services and duties as
Sub-Administrator, including the cost of providing office facilities, equipment
and personnel related to such services and 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, 1999, 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 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
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the Sub-Administrator's actions taken or nonactions 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 Administrator
shall give the Sub- Administrator written notice of and reasonable opportunity
to defend against said claim in its own name or in the name of the
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 furnished to the Administrator
and/or the Trust in appropriate form as soon as practicable after termination of
this Agreement for any reason.
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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 KEY ASSET MANAGEMENT INC.
LIMITED PARTNERSHIP
By: BISYS Fund Services, Inc.,
General Partner
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxxxxx X. Xxxxxx
------------------------------- -------------------------------
Title: Senior Vice President Title: Senior Managing Director
---------------------------- ----------------------------
Date: 11/3/97 Date: 11/12/97
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SCHEDULE A
TO THE
SUB-ADMINISTRATION AGREEMENT
BETWEEN
BISYS FUND SERVICES LIMITED PARTNERSHIP
AND
KEY ASSET MANAGEMENT INC.
Funds
Balanced Fund Financial Reserves Fund
Diversified Stock Fund Fund for Income
Government Mortgage Fund Institutional Money Market Fund
Growth Fund National Municipal Bond Fund
Intermediate Income Fund New York Tax-Free Fund
International Growth Fund Ohio Municipal Money Market Fund
Investment Quality Bond Fund Lakefront Fund
Limited Term Income Fund Real Estate Investment Fund
Ohio Municipal Bond Fund
Ohio Regional Stock Fund
Prime Obligations Fund
Special Growth Fund
Special Value Fund
Stock Index Fund
Tax-Free Money Market Fund
U.S. Government Obligations Fund
Value Fund
BISYS FUND SERVICES KEY ASSET MANAGEMENT INC.
LIMITED PARTNERSHIP
By: BISYS Fund Services, Inc.,
General Partner
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxxxxx X. Xxxxxx
----------------------------- -------------------------------
Title: Senior Vice President Title: Senior Managing Director
-------------------------- --------------------------
Date: 11/3/97 Date: 11/3/97
--------------------------- ---------------------------
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