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The Victory Portfolios
EX-99.B9(e)
Form of Shareholder Servicing Agreement
C-22
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SHAREHOLDER SERVICING AGREEMENT
THE VICTORY PORTFOLIOS
0000 XXXXXXXX XXXX
XXXXXXXX, XXXX 00000-0000
To: _______________
We (the "Trust") wish to enter into this Servicing Agreement with you
concerning the provision of support services to your client ("Clients") who may
from time to time beneficially own shares ("Shares") of the Funds (the "Funds")
offered by us.
The terms and conditions of this Servicing Agreement are as follows:
SECTION 1. You agree to provide the following support services to
Clients who may from time to time beneficially own Shares: 1 (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 inquiries 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.
__________________________________
1 Series may be modified or omitted in the particular case and items
renumbered.
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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 harmless from and against any
and all direct or indirect liabilities or losses resulting from requests,
directions, actions, or inactions of or by you or your officers, employees or
agents regarding your responsibilities hereunder or the purchase, 6 redemption,
transfer or registration of Shares (or orders relating to the same) by or on
behalf of Clients. 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. 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 ____ one-hundredths of one percent (.__%)
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 "Clients' Shares"), which fee will be
computed daily (on the basis of 360-day year) and payable monthly. For purposes
of determining the fees payable under this Section 5, the average daily net
asset value of the Clients' Shares will be computed in the manner specified in
our Registration Statement (as the same is in effect 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' Share 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. The fee rate stated above may be prospectively increased or decreased by
us, in our sole discretion, at any time upon notice to you. Further, we may, in
our discretion and without notice, suspend or withdraw the sale of Shares,
including the sale of Shares to you for the account of any Client or Clients.
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, and our trustees 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), in connection with the
preparation of reports to our Board of Trustees 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.
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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) the compensation payable to you in
connection with the investment of your Clients' assets in Shares will be
disclosed by you to your Clients, will be authorized by your Clients and will
not be excessive; and (ii) the series provided by you under this Agreement will
in no event be primarily intended to result in the sale of Shares.
SECTION 9. This Agreement will become effective on the date a fully
executed copy of this Agreement is received by us or our designee. Unless
sooner terminated, this Agreement will continue automatically for successive
annual periods provided such continuance is specifically approved at least
annually by us in the manner described in Section 12. This Agreement is
terminable without penalty at any time by us (which termination may be by a
vote of a majority of the Disinterested Trustees as defined in Section 12) or
by you upon written notice to the other party hereto.
SECTION 10. All notices and other communications to either you or us
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.
SECTION 12. This Agreement has been approved by vote of a majority of
(i) our Board of Trustees 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 ("Disinterested
Trustees"), 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 and the Trustees, as trustees
but not individually or personally, acting from time to time under an Amended
and Restated Declaration of Trust filed at the office of the State Secretary of
the Commonwealth of Massachusetts on September 6, 1994. 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, Shareholders or
representatives of the Trust personally, but bind only the Trust Property (as
defined in the Declaration of Trust), and all persons dealing with any class of
Shares of ours must look solely to the Trust Property belonging to such class
for the enforcement of any claims against us.
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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 Concord Holding Corporation, Administrator, 0000 Xxxxxxxx Xxxx,
Xxxxxxxx, Xxxx 00000-0000.
Very truly yours,
THE VICTORY PORTFOLIOS
Date: ____________________ By: ______________________
(Authorized Officer)
Title:
Accepted and Agreed to:
Date: ____________________ By: ______________________
(Authorized Officer)
Title:
