Exhibit 99.B(e)
DISTRIBUTION AGREEMENT
BETWEEN
THE VICTORY VARIABLE INSURANCE FUNDS
AND
VICTORY CAPITAL ADVISORS, INC.
This DISTRIBUTION AGREEMENT is made as of this 1st day of March, 2004
between The Victory Variable Insurance 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. It is understood that the Shares are offered only
through variable annuity contracts and variable life policies issued by
insurance companies that have entered into Participation Agreements with
the Trust or its affiliates. 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 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
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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.
(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
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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 (directly or through one of its
service providers) 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 ▇▇▇.▇▇▇▇▇@▇▇▇▇▇.▇▇▇:
(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
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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 in connection with, among other things, the distribution of variable
contracts funded by Shares of the Funds, or other services provided to contract
owners.
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 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
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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 a 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,
participation 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, due to actions by a Fund or its investment adviser that are contrary
to statements made in such advertisements or sales literature; 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 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 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
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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
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 willful misfeasance, bad faith or negligence 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 due to actions by a Fund or its investment adviser that are
contrary to statements made in such advertisements or sales literature), 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
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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 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 ▇▇▇▇▇,▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, 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 at100
Summer Street, 15th Floor, Boston, Massachusetts
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02110, 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 Variable Insurance Funds" and "Trustees
of The Victory Variable Insurance 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 February 11, 1998, 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, the
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. The Trust represents to the
Distributor that it has adopted a statement of its privacy policies and
practices as required by Securities and Exchange
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Commission Regulation S-P and agrees 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 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.
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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 VARIABLE INSURANCE
FUNDS
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
Attest:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
VICTORY CAPITAL ADVISERS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: VP
Attest:/s/ ▇▇▇▇ ▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
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SCHEDULE I
FUNDS
NAME OF PORTFOLIO
1.Victory Variable Insurance Investment Quality Bond Fund
2.Victory Variable Insurance Diversified Stock Fund
3.Victory Variable Insurance Small Company Opportunity Fund
