FORM OF
DISTRIBUTION AGREEMENT
between
THE VICTORY INSTITUTIONAL FUNDS
and
VICTORY CAPITAL ADVISERS, INC.
This DISTRIBUTION AGREEMENT is made as of this ___ day of _____, 2004
between The Victory Institutional Funds, a Delaware business trust (herein
called the "Trust"), and Victory Capital Advisers, Inc., a Delaware corporation
(herein called the "Distributor").
WHEREAS, the Trust is an open-end management investment company and is so
registered under the Investment Company Act of 1940, as amended (the "1940
Act"); and
WHEREAS, the Trust desires to retain the Distributor as Distributor for
each of the Trust's separate portfolios set forth on Schedule I hereto, as such
Schedule may be revised from time to time (individually known as a "Fund" and
collectively as the "Funds") to provide for the sale and distribution of shares
of beneficial interest of the Funds (herein collectively called "Shares"), and
the Distributor is willing to render such services;
NOW THEREFORE, in consideration of the premises and mutual covenants set
forth herein the parties hereto agree as follows:
I. DELIVERY OF DOCUMENTS
The Trust has delivered to the Distributor copies of each of the following
documents and will deliver to it all future amendments and supplements thereto,
if any:
(a) The Trust's Certificate of Trust and all amendments thereto
(such Certificate of Trust, as presently in effect and as it shall from
time to time be amended, herein called the "Trust's Certificate");
(b) The Bylaws of the Trust (such Bylaws, as presently in effect and
as they shall from time to time be amended, herein called the "Bylaws");
(c) Resolutions of the Board of Trustees of the Trust (the "Board")
authorizing the execution and delivery of this Agreement;
(d) The Trust's most recent Post-Effective Amendment to its
Registration Statement under the Securities Act of 1933, as amended ( the
"Securities Act"), and under the 1940 Act, on Form N-1A as filed with the
Securities and Exchange Commission (the "Commission") and all subsequent
amendments thereto (said Registration Statement, as presently in effect
and as amended or supplemented from time to time, is herein called the
"Registration Statement");
(e) Notification of Registration of the Trust under the 1940 Act on
Form N-8A as filed with the Commission; and
(f) A Prospectus and Statement of Additional Information of the
Funds (such prospectus and statement of additional information, as
presently filed with the Securities and Exchange Commission (the "SEC")
and as they shall from time to time be amended and supplemented herein
called individually the "Prospectus" and collectively the "Prospectuses").
II. DISTRIBUTION
1. Appointment of Distributor. The Trust hereby appoints the
Distributor as Principal Distributor of the Funds' Shares and the Distributor
hereby accepts such appointment and agrees to render the services and duties set
forth in this Section II.
2. Services and Duties.
(a) The Trust agrees to sell through the Distributor, as agent, from
time to time during the term of this Agreement, Shares of the Funds
(whether authorized but unissued or treasury shares, in the Trust's sole
discretion) upon the terms and at the current offering price as described
in the Prospectus. The Distributor will act only in its own behalf as
principal in making agreements with selected dealers or others for the
sale and redemption of Shares, and shall sell Shares only at the offering
price thereof as set forth in the applicable Prospectus. The Distributor
shall not be obligated to sell any certain number of Shares. Each Fund
reserves the right to issue Shares in connection with any merger or
consolidation of the Trust or any Fund with any other investment company
or personal holding company or in connection with offers of exchange
exempted from Section 11(a) of the 1940 Act.
(b) In all matters relating to the sale and redemption of Shares,
the Distributor will act in conformity with the Trust's Certificate,
Bylaws, and Prospectus and with the instructions and directions of the
Board and will conform to and comply with the requirements of the
Securities Act, the 1940 Act, the regulations of the National Association
of Securities Dealers, Inc. and all other applicable federal or state laws
and regulations. In connection with such sales, the Distributor
acknowledges and agrees that it is not authorized to provide any
information or make any representations other than as contained in the
Trust's Registration Statement and Prospectus and any sales literature
specifically approved by the Trust. The Trust shall not be responsible in
any way for any information, statements or representations given or made
by the Distributor or its representatives or agents other than such
information, statements or representations contained in the Prospectus or
other financial statements of the Trust or in any sales literature or
advertisements specifically approved by the Trust.
(c) The Distributor will bear the cost of (i) printing and
distributing any Prospectus (including any supplement thereto) to persons
who are not either shareholders or counsel, independent accountants or
other persons providing similar services to the Trust, and (ii) preparing,
printing and distributing any literature, advertisement or material
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which is primarily intended to result in the sale of the Shares; provided,
however, that the Distributor shall not be obligated to bear the expenses
incurred by the Trust in connection with the preparation and printing of
any amendment to any Registration Statement or Prospectus necessary for
the continued effective registration of the Shares under the Securities
Act; and provided further, that each Fund will bear the expenses incurred
and other payments made in accordance with the provisions of this
Agreement and any plan now in existence or hereafter adopted with respect
to such Fund, or any class or classes of shares of such Fund, pursuant to
Rule 12b-1 under the 1940 Act (collectively, the "Plans").
(d) The Distributor agrees to be responsible for implementing and/or
operating the Plans in accordance with the terms thereof.
(e) All Shares of the Funds offered for sale by the Distributor
shall be offered for sale at a price per Share (the "offering price")
equal to their net asset value (determined in the manner set forth in the
Trust's Certificate and then current Prospectuses) plus any applicable
sales charge as set forth in the then current Prospectuses. The offering
price, if not an exact multiple of one cent, shall be adjusted to the
nearest cent.
(f) If any Shares sold by the Distributor under the terms of this
Agreement are redeemed or repurchased by the Trust or by the Distributor
as agent or are tendered for redemption within seven business days after
the date of confirmation of the original purchase of said Shares, the
Distributor shall forfeit the amount (if any) of the net asset value
received by it in respect of such Shares, provided that the portion, if
any, of such amount (if any) re-allowed by the Distributor from the
broker-dealers or other persons shall be repayable to the Trust only to
the extent recovered by the Distributor from the broker-dealers or other
person concerned. The Distributor shall include in the forms of agreement
with such broker-dealers and other persons a corresponding provision for
the forfeiture by them of their concession with respect to Shares sold by
them or their principals and redeemed or repurchased by the Trust or by
the Distributor as agent (or tendered for redemption) within seven
business days after the date of confirmation of such initial purchases.
3. Sales and Redemptions.
(a) The Trust shall pay all costs and expenses in connection with
the registration of the Shares under the Securities Act, and all expenses
in connection with maintaining facilities for the issue and transfer of
the Shares and for supplying information, prices and other data to be
furnished by the Trust hereunder, and all expenses in connection with
preparing, printing and distributing the Prospectuses except as set forth
in subsection 2(c) of Section II hereof.
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(b) The Trust shall execute all documents, furnish all information
and otherwise take all actions which may be reasonably necessary in the
discretion of the Trust's officers in connection with the qualification of
the Shares for sale in such states as the Distributor may designate to the
Trust and the Trust may approve, and the Trust shall pay all filing fees
which may be incurred in connection with such qualification. The
Distributor shall pay all expenses connected with its qualification as a
dealer under state or federal laws and, except as otherwise specifically
provided in this Agreement, all other expenses incurred by the Distributor
in connection with the sale of the Shares as contemplated in this
Agreement. It is understood that certain advertising, marketing,
shareholder servicing, administration and/or distribution expenses to be
incurred in connection with the Shares will be paid by the Funds as
provided in this Agreement and in the Plans relating thereto.
(c) The Trust shall furnish from time to time, for use in connection
with the sale of the Shares, such supplemental information with respect to
the Funds and the Shares as the Distributor may reasonably request, and
the Trust warrants that any such supplemental information fairly shows or
represents what it purports to show or represent. The Trust shall also
furnish the Distributor upon request with: (a) unaudited semi-annual
financial statements of the Funds prepared by the Trust, (b) a monthly
itemized list of the securities held by each Fund, (c) monthly balance
sheets as soon as practicable after the end of each month, and (d) from
time to time such additional information regarding the financial condition
of the Funds as the Distributor may reasonably request.
(d) The Trust shall have the right to suspend the sale of Shares of
any Fund at any time in response to conditions in the securities markets
or otherwise, and to suspend the redemption of Shares of any Fund at any
time permitted by the 1940 Act or the rules of the SEC ("Rules").
(e) The Trust reserves the right to reject any order for Shares.
(f) The Trust may use, or may request Distributor to use, an
electronic processing system over the internet in which electronically
transmitted orders are forwarded electronically for processing under
circumstances in which the Distributor will not review the orders. Under
such circumstances, the Trust acknowledges and agrees that it will
independently determinate that any third party used by the Trust to
process orders is a satisfactory service provider to process such orders
without the Distributor's review.
(g) The Trust authorizes the Distributor and dealers to use the most
current Prospectus in the form furnished by the Trust in connection with
the sale of the Shares.
(h) The Trust agrees to advise the Distributor as soon as reasonably
practical by a notice in writing delivered to the Distributor pursuant to
Section VIII or by e-mail to ▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇.▇▇▇ and
▇▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇.▇▇▇:
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(i) of any request by the Commission for amendments to the
registration statement or Prospectus then in effect or
for additional information;
(ii) in the event of the issuance by the Commission of any
stop order suspending the effectiveness of the
registration statement or Prospectus then in effect or
the initiation by service of process on the Trust of any
proceeding for that purpose;
(iii) of the happening of any event that makes untrue any
statement of a material fact made in the registration
statement or Prospectus then in effect or that requires
the making of a change in such registration statement or
Prospectus in order to make the statements therein not
misleading; and
(iv) of any action of the Commission with respect to any
amendment to any registration statement of Prospectus
that may from time to time be filed with the commission,
that could reasonably be expected to have a material
negative impact upon the offering of Shares;
provided that, for purposes of this section, informal requests by or acts
of the staff of the Commission shall not be deemed actions of or requests by the
Commission unless they would reasonably be expected to have a material negative
impact upon the offering of Shares.
4. Payments to Service Providers. The Funds may pay the Distributor an
amount under a Plan. The Distributor may pay such amounts to service providers,
some of whom may be affiliates of the Trust or affiliates of affiliates of the
Trust.
III. LIMITATION OF LIABILITY
The Distributor shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Trust or any Fund in connection with the
matters to which this Agreement relates, except a loss resulting from willful
misfeasance, bad faith or negligence on its part in the performance of its
duties or from reckless disregard by it of its obligations and duties under this
Agreement.
IV. CONFIDENTIALITY
The Distributor will treat confidentially and as proprietary information
of the Trust all records and other information relative to the Trust, to the
Trust's prior or present shareholders and to those persons or entities who
respond to the Distributor's inquiries concerning investment in the Trust, and
except as provided below, will not use such records and information for any
purpose other than (i) the performance of its responsibilities and duties
hereunder or the performance of its responsibilities and duties with regard to
sales of the shares of any Fund which may be added to the Trust in the future
and (ii) its internal compliance and compliance monitoring. Any other use by the
Distributor of the information and records referred to above
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may be made only after prior notification to and approval in writing by the
Trust. Such approval shall not be unreasonably withheld and may not be withheld
where (i) the Distributor may be exposed to civil or criminal contempt
proceedings for failure to divulge such information; (ii) the Distributor is
requested to divulge such information by duly constituted authorities; or (iii)
the Distributor is so requested by the Trust.
V. REPRESENTATIONS AND INDEMNIFICATION
1. Trust Representations. The Trust represents and warrants to the
Distributor that at all times the Registration Statement and Prospectuses will
in all material respects conform to the applicable requirements of the
Securities Act and the Rules and will not include any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, except that no representation or warranty
in this subsection shall apply to statements or omissions made in reliance upon
and in conformity with written information furnished to the Trust by or on
behalf of and with respect to the Distributor expressly for use in the
Registration Statement or Prospectuses.
2. Distributor Representations. The Distributor represents and warrants
to the Trust that it is duly organized as Delaware corporation and is and at all
times will remain duly authorized and licensed to carry out its services as
contemplated herein.
3. Trust Indemnification. The Trust will indemnify and hold harmless
the Distributor, its several officers and directors, and any person who controls
the Distributor within the meaning of Section 15 of the Securities Act, from and
against any losses, claims, damages or liabilities, joint or several, to which
any of them may become subject (a) as the result of acting as distributor of the
Funds and entering into selling agreements, shareholder servicing agreements, or
similar agreements with financial intermediaries on behalf of the Trust; (b)
under the Securities Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions or proceedings in respect thereof) arise out of, or
are based upon, (i) any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement, the Prospectuses or in
any application or other document (collectively, "Trust Materials") executed by
or on behalf of the Trust, (ii) information furnished by or on behalf of the
Trust filed in any state in order to qualify the Shares under the securities or
blue sky laws thereof ("Blue Sky Application"), (iii) any omission or alleged
omission to state in any Trust Materials or Blue Sky Application a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or (iv) any Trust-related advertisement or sales literature that
contains any untrue statement, or alleged untrue statement, of a material fact,
or any omission, or alleged omission, to state a material fact required to be
stated therein to make the statements therein not misleading, notwithstanding
the exercise of reasonable care in the preparation or review thereof by the
Distributor; or (c) arising out of or based upon the electronic processing of
orders over the internet at the Trust's request, and will reimburse the
Distributor, its several officers and directors, and any person who controls the
Distributor within the meaning of Section 15 of the Securities Act, for any
legal or other expenses reasonably incurred by any of them in
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investigating, defending, or preparing to defend any such action, proceeding or
claim; provided, however, that the Trust shall not be liable in any case to the
extent that such loss, claim, damage or liability arises out of, or is based
upon, (A) any untrue statement, alleged untrue statement, or omission or alleged
omission made in the Registration Statement, the Prospectuses, any Blue Sky
Application or any application or other document executed by or on behalf of the
Trust in reliance upon and in conformity with written information furnished to
the Trust by or on behalf of and with respect to the Distributor specifically
for inclusion therein, or (B) the willful misfeasance, bad faith or gross
negligence of the Distributor in the performance of its duties or the
Distributor's reckless disregard of its obligations and duties under this
Agreement.
The Trust shall not indemnify any person pursuant to this subsection 3
unless the court or other body before which the proceeding was brought has
rendered a final decision on the merits that such person was not liable by
reason of his willful misfeasance, bad faith or negligence in the performance of
his duties, or his reckless disregard of obligations and duties, under this
Agreement ("disabling conduct") or, in the absence of such a decision, a
reasonable determination (based upon a review of the facts) that such person was
not liable by reason of disabling conduct has been made by the vote of a
majority of a quorum of trustees of the Trust who are neither "interested
persons" of the Trust (as defined in the ▇▇▇▇ ▇▇▇) nor parties to the
proceeding, or by an independent legal counsel in a written opinion.
Each Fund shall advance attorney's fees and other expenses incurred by any
person in defending any claim, demand, action or suit which is the subject of a
claim for indemnification pursuant to this subsection 3, so long as: (i) such
person shall undertake to repay all such advances unless it is ultimately
determined that he is entitled to indemnification hereunder; and (ii) such
person shall provide security for such undertaking, or the Fund shall be insured
against losses arising by reason of any lawful advances, or a majority of a
quorum of the disinterested, non-party trustees of the Trust (or an independent
legal counsel in a written opinion) shall determine based on a review of readily
available facts (as opposed to a full trial-type inquiry) that there is reason
to believe that such person ultimately will be found entitled to indemnification
hereunder.
4. Distributor Indemnification. The Distributor will indemnify and hold
harmless the Trust, the Trust's several officers and trustees and any person who
controls the Trust within the meaning of Section 15 of the Securities Act, from
and against any losses, claims, damages or liabilities, joint or several, to
which any of them may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions or
proceedings in respect hereof) arise out of, or are based upon, (a) any breach
of its representations and warranties in subsection 2 hereof or its agreements
in subsection 2 of Section II hereof, or which arise out of, or are based upon,
any untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement, the Prospectuses, any Blue Sky Application or any
application or other document executed by or on behalf of the Trust, or the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, which
statement or omission or alleged statement or alleged omission was made in
reliance upon or in conformity with information furnished in writing to the
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Trust or any of its several officers and trustees by or on behalf of and with
respect to the Distributor specifically for inclusion therein, (b) the
Distributor's the willful misfeasance, bad faith or gross negligence of the
Distributor in the performance of its duties or the Distributor's reckless
disregard of its obligations and duties under this Agreement, or (c) the
Distributor's failure to comply with laws applicable to it in connection with
its activities hereunder (other than in respect of Trust-related advertisements
or sales literature that fails to comply with applicable laws notwithstanding
the exercise of reasonable care in the preparation and review thereof by the
Distributor), and will reimburse the Trust, the Trust's several officers and
trustees, and any person who controls the Trust within the meaning of Section 15
of the Securities Act, for any legal or other expenses reasonably incurred by
any of them in investigating, defending or preparing to defend any such action,
proceeding or claim.
5. General Indemnity Provisions. No indemnifying party shall be liable
under its indemnity agreement contained in subsection 3 or 4 hereof with respect
to any claim made against such indemnifying party unless the indemnified party
shall have notified the indemnifying party in writing within a reasonable time
after the summons or other first legal process giving information of the nature
of the claim shall have been served upon the indemnified party (or after the
indemnified party shall have received notice of such service on any designated
agent), but failure to notify the indemnifying party of any such claim shall not
relieve it from any liability which it may otherwise have to the indemnified
party. The indemnifying party will be entitled to participate at its own expense
in the defense or, if it so elects, to assume the defense of any suit brought to
enforce any such liability, and if the indemnifying party elects to assume the
defense, such defense shall be conducted by counsel chosen by it and reasonably
satisfactory to the indemnified party. In the event the indemnifying party
elects to assume the defense of any such suit and retain such counsel, the
indemnified party shall bear the fees and expenses of any additional counsel
retained by the indemnified party.
VI. DURATION AND TERMINATION
This Agreement shall become effective as of the date first above written,
and, unless sooner terminated as provided herein, shall continue for a period of
two years from such date. Thereafter, if not terminated, this Agreement shall
continue automatically for successive terms of one year, provided that such
continuance is specifically approved at least annually (a) by a majority of
those members of the Board who are not parties to this Agreement or "interested
persons" of any such party (the "Disinterested Trustees"), pursuant to a vote
cast in person at a meeting called for the purpose of voting on such approval,
and (b) by the Board or by vote of a "majority of the outstanding voting
securities" of the Trust. Notwithstanding anything to the contrary contained in
this Section VI, this Agreement may be terminated by the Trust at any time with
respect to any Fund, without the payment of any penalty, by vote of a majority
of the Disinterested Trustees or by vote of a "majority of the outstanding
voting securities" of such Fund on 60 days' written notice to the Distributor,
or by the Distributor at any time, without the payment of any penalty, on 60
days' written notice to the Trust. This Agreement will automatically terminate
in the event of its "assignment." (As used in this Agreement, the terms
"majority of the outstanding voting securities," "interested person" and
"assignment" shall have
8
the same meanings as such terms have in the 1940 Act.)
VII. AMENDMENT OF THIS AGREEMENT
No provision of this Agreement may be changed, waived, discharged or
terminated except by an instrument in writing signed by the party against which
an enforcement of the change, waiver, discharge or termination is sought.
VIII. NOTICES
Notices of any kind to be given to the Trust hereunder by the Distributor
shall be in writing and shall be duly given if mailed or delivered to the Trust
c/o Victory Capital Management, Inc., Investment Products Group, ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President with a copy
to ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇, ▇▇▇▇
▇▇▇▇▇, Attention: ▇▇▇ ▇. ▇▇▇▇▇, Esquire, or at such other address or to such
individual as shall be so specified by the Trust to the Distributor. Notices of
any kind to be given to the Distributor hereunder by the Trust shall be in
writing and shall be duly given if mailed or delivered to the Distributor at ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: President, or
at such other address or to such individual as shall be so specified by the
Distributor to the Trust.
IX. COMPENSATION
The Distributor shall not receive compensation with respect to the
provision of distribution services under this Agreement; provided, however, that
the Distributor shall be entitled to receive payments, if any, under the Plans
in accordance with the terms thereof and payments, if any, of sales charges as
set forth in the Trust's Prospectuses. The Trust is entering into this Agreement
on behalf of the Funds listed on Schedule I severally and not jointly. The
responsibilities and benefits set forth in this Agreement shall refer to each
Fund severally and not jointly. No individual Fund shall have any responsibility
for any obligation, if any, with respect to any other Fund arising out of this
Agreement.
X. MISCELLANEOUS
1. Construction. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. Subject to the provisions of Section VI hereof, this Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors and shall be governed by New York law; provided,
however, that nothing herein shall be construed in a manner inconsistent with
the 1940 Act or any rule or regulation of the SEC thereunder.
2. Names. The names "The Victory Institutional Funds" and "Trustees of
The
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Victory Institutional Funds" refer respectively to the Trust created and the
Trustees, as trustees but not individually or personally, acting from time to
time under a Certificate of Trust filed August 4, 2003, at the office of the
Secretary of State of the State of Delaware which is hereby referred to and is
also on file at the principal office of the Trust. The obligations of the Trust
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, and all persons dealing with
any class of shares of the Trust must look solely to the Trust property
belonging to such class for the enforcement of any claims against the Trust.
3. Privacy. Nonpublic personal financial information relating to
consumers or customers of the Funds provided by, or at the direction of, Trust
to the Distributor, or collected or retained by the Distributor to perform its
duties as distributor, shall be considered confidential information. The
Distributor shall not disclose or otherwise use nonpublic financial information
relating to present or former shareholders of the Funds other than for the
purposes for which that information was disclosed to the Distributor, including
use under an exception in Rules 13, 14 or 15 of Securities and Exchange
Commission Regulation S-P in the ordinary course of business to carry out those
purposes. The Distributor shall have in place and maintain physical, electronic
and procedural safeguards reasonably designed to protect the security,
confidentiality and integrity of the Funds. Trust represents to the Distributor
that it has adopted a Statement of its privacy policies and practices as
required by Securities and Exchange Commission Regulation S-P and agree to
provide the Distributor with a copy of that statement annually.
4. Anti-Money Laundering Program. Each of Distributor and the Trust
acknowledges that it is a financial institution subject to the USA Patriot Act
of 2001 and the Bank Secrecy Act, which require among other things, that
financial institutions adopt compliance programs to guard against money
laundering. Each of Distributor and the Trust agrees that it will take such
further steps, and cooperate with the other to facilitate such compliance. The
Distributor acknowledges that it is a "Covered Service Provider" as defined in
the Trust's Anti-Money Laundering Program (Trust AML Program) and shall assume
responsibility for the implementation of the requirements of the Trust AML
Program with respect to the services provided under this Agreement. The
Distributor represents and warrants that it has adopted policies and procedures
reasonably designed to detect and prevent money laundering activities in
compliance with applicable laws, regulations and regulatory interpretations. The
Distributor undertakes that it shall (a) conduct its operations in accordance
with the provisions of the Trust AML Program and applicable laws, regulations
and regulatory interpretations; (b) provide access to its books, records and
operations relating to its anti-money laundering compliance only with respect to
the Funds, by appropriate regulatory authorities, the Funds, and the Trust's
anti-money laundering Compliance Officer (the Trust's Compliance Officer shall
have no access to any of Distributor's anti-money laundering operations, books
or records pertaining to other clients of Distributor); (c) certify, in writing,
no less frequently than annually, that it is in compliance with applicable
anti-money laundering laws, rules, regulations and regulatory interpretations
with respect to the services provided under this Agreement; (d) upon request,
provide a copy of its
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anti-money laundering program (or a summary of its program) to the Trust's
anti-money laundering Compliance Officer; (e) provide periodic reports to the
Trust's Board of Trustees concerning anti-money laundering activities and
compliance exceptions, as the parties may agree from time to time; and (f)
ensure that selling group agreements require selling group members to adopt, as
applicable, reasonable anti-money laundering procedures and otherwise comply
with applicable anti-money laundering regulations and regulatory interpretations
with respect to the sale and redemption of Shares. The Trust represents and
warrants that it will conduct its operations in accordance with the provisions
of the Trust AML Program and applicable laws, regulations and regulatory
interpretations.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
THE VICTORY INSTITUTIONAL FUNDS
By: _____________________________
Name:
Title:
Attest: _________________________
Name:
VICTORY CAPITAL ADVISERS, INC.
By: ______________________________
Name:
Title:
Attest: _________________________
Name:
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SCHEDULE I
FUNDS
Name of Portfolio
-----------------
Institutional Liquid Reserves Fund
Approved as of: May 18, 2004
