The Victory Portfolios
EX-99.B6(b)
Form of Broker-Dealer Agreement
BROKER-DEALER AGREEMENT
(Fully Disclosed Basis)
Victory Broker-Dealer Services, Inc..
0000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxx 00000
Ladies and Gentlemen:
We desire to enter into an Agreement with you for solicitation materials and any such other information
the sale of shares of beneficial interest or common and materials relating to each Fund in reasonable
stock of open-end registered investment companies quantities upon request.
(hereinafter referred to individually as a "Fund" and
collectively as the "Funds") of which you are the 4. We shall not make any representations concerning any
principal underwriter as such term is defined in the Fund shares other than those contained in the
Investment Company Act of 1940, as amended, and for Prospectus of such Fund or in any promotional materials
which you are the exclusive agent for the continuous or sales literature furnished to us by you or the Fund.
distribution of shares pursuant to the terms of a Except as otherwise provided in Paragraph 3 of this
Distribution Agreement between you and each Fund. Agreement, we shall not furnish or cause to be
Unless the context otherwise requires, as used herein furnished to any person or display or publish any
the term "Prospectus" shall mean the prospectus and information or materials relating to any Fund
related statement of additional information (the (including, without limitation, promotional materials
"Statement of Additional Information") incorporated and sale literature, advertisements, press releases,
therein by reference as amended and supplemented of announcements, statements, posters, signs or other
each of the respective Funds included in the then similar material), except such information and
currently effective registration statement (or materials as may be furnished to us by you or the Fund,
post-effective amendment thereto) of each such Fund, as and such other information and materials as may be
filed with the Securities and Exchange Commission approved in writing by you.
pursuant to the Securities Act of 1933, as amended (the
"Registration Statement"). 5. In determining the amount of any dealer reallowance
payable to us hereunder, you reserve the right to
In consideration for the mutual covenants exclude any sales which you reasonably determine are
contained herein, it is hereby agreed that our not made in accordance with the terms of the applicable
respective rights and obligations shall be as follows: Fund Prospectuses and the provisions of the Agreement.
Unless at the time of transmitting an order we advise
1. In all sales of Fund shares to the public, we shall you to the contrary, the shares ordered will be deemed
act as dealer for our own account and in no transaction to be the specified investor(s) total holdings of Fund
shall we have any authority to act as agent for any shares.
Fund, for you or for any other dealer.
6. (a) In the case of any Fund shares sold with a sales
2. All orders for the purchase of any Fund shares shall load, customers may be entitled to a reduction in sales
be executed at the then current public offering price load on purchases made from a Fund which utilizes a
per share (i.e., the net asset value per share plus the letter of intent ("Letter of Intent") in accordance
applicable sales load, if any) and all orders for the with such Fund(s) Prospectus. In such case, our dealer
redemption of any Fund shares shall be executed at the reallowance will be paid based upon the reduced sales
net asset value per share, in each case as described in load, but adjustment to a higher dealer reallowance
the Prospectus of such Fund. The minimum initial will be made in accordance with the Prospectus of the
purchase order and minimum subsequent purchase order applicable Fund to reflect the investor(s) actual
shall be as set forth in the Prospectus of such Fund. purchases if he should fail to fulfill his Letter of
All orders are subject to acceptance or rejection by Intent. The sales load and/or dealer reallowance may be
you at your sole discretion. Unless otherwise mutually changed at any time in your sole discretion upon
agreed in writing, each transaction shall be confirmed written notice to us.
promptly in writing directly to the customer on a fully
disclosed basis and a copy of each confirmation shall (b) Subject to and in accordance with the terms of the
be sent simultaneously to us. You reserve the right, at Prospectus of each Fund sold with a sales load, a
your discretion and without notice, to suspend the sale reduced sales load may be applicable with respect to
of shares or withdraw entirely the sale of shares of customer accounts through a right of accumulation under
any or all of the Funds. which customers are permitted to purchase shares of a
Fund at the then current public offering price per
3. In ordering shares of any Fund, we shall rely solely share applicable to the total of (i) the dollar amount
and conclusively on the representations contained in of shares then being purchased plus (ii) an amount
the Prospectus of such Fund. We agree that we shall not equal to the then current net asset value or public
offer or sell shares of any Fund except in compliance offering price originally paid per share, whichever is
with all applicable federal and state securities laws higher, of the customer(s) combined holdings of the
and the rules and regulations of applicable regulatory shares of such Fund and of any other open-end
agencies or authorities. In connection with offers to registered investment companies may be permitted by the
sell and sales of shares of each Fund, we agree to applicable Fund prospectus. In such case, we agree to
deliver or cause to be delivered to each person to whom furnish to you if orders are made by wire, or to the
any such offer or sale is made, at or prior to time of transfer agent as such term is defined in the
such offer or sale, a copy of the Prospectus and, upon Prospectus of each Fund (the "Transfer Agent") if
request, the Statement of Additional Information of orders are made by mail, sufficient information to
such Fund. We further agree to obtain from each permit your confirmation of qualification for a reduced
customer to whom we sell Fund shares any taxpayer sales load; acceptance of the purchase order is subject
identification number certification required under to such confirmation.
Section 3406 of the Internal Revenue Code of 1986, as
amended (the "Code"), and the regulations promulgated (c) With respect to Fund shares sold with a sales load,
thereunder, and to provide you or your designee with we agree to advise you promptly at your request as to
timely written notice of any failure to obtain such amounts of any and all sales by us qualifying for a
taxpayer identification number certification in order reduced sales load.
to enable the implementation of any required backup
withholding in accordance with Section 3406 of the Code (d) Exchanges (i.e., the investment of the proceeds
and the regulations thereunder. Unless otherwise from the liquidation of shares of one open-end
mutually agreed in writing, you shall deliver or cause registered investment company distributed by Victory
to be delivered to each customer who purchases shares Broker-Dealer Services, Inc. or its affiliates in the
of any Funds from or through us copies of all annual shares of another open-end registered investment
and interim reports, proxy solicitation materials, and company distributed by Victory Broker-Dealer Services,
any other information and materials relating to such Inc. or its affiliates) shall, where available, be made
Funds and prepared by or on behalf of you, the Fund or subject to and in accordance with the terms of each
its investment adviser, custodian, transfer agent or Fund Prospectus.
dividend disbursing agent for distribution to each such
customer. You agree to supply us with copies of the
Prospectus, Statement of Additional Information, annual
reports, interim reports, proxy
7. Subject to and in accordance with the terms of each 11. We hereby represent and warrant to you that:
Fund Prospectus and the Service Plan, if any, adopted
by resolution of the board of directors or trustees and (a) we are a corporation, partnership or other entity duly
shareholders of any Fund pursuant to Rule 12b-1 under organized and validly existing in good standing under the
the Investment Company Act of 1940, as amended, we laws of the jurisdiction in which we were organized;
understand that you may pay to certain financial institutions (which may include banks), securities
dealers and other industry professionals with which you
have entered into a Service Agreement in substantially (b) the execution and delivery of this Agreement and the
the form annexed hereto as Appendix A (or such other performance of the transactions contemplated hereby have
form as may be approved from time to time by the board been duly authorized by all necessary action and all other
of directors of trustees of the Fund) such fees as may authorization and approvals (if any) required for our
be determined by you in accordance with such Service lawful execution and delivery of this Agreement and our
Agreement for shareholder and administrative services performance hereunder have been obtained; and
as described therein. 8. The procedures relating to all
orders and the handling thereof will be subject to the (c) upon execution and delivery by us, and assuming due
terms of the Prospectus of each Fund and your written and valid execution and delivery by you, this Agreement
instructions to us from time to time. No conditional will constitute a valid and binding agreement, enforceable
orders will be accepted. We agree to place orders with against us in accordance with its terms.
you immediately for the same number of shares and at
the same price as any sales by us. We shall not 12. We further represent and warrant to you that we are a
withhold placing orders received from customers so as member of the NASD and, with respect to any sales in the
to profit ourselves as a result of such withholding by united States, we agree to abide by all of the rules and
a change in the net asset value from that used in regulations of the NASD, including, without limitation,
determining the offering price to such customers, or its Rules of Fair Practice. We agree to comply with all
otherwise; provided, however, that the foregoing shall applicable federal and state laws, rules and regulations.
not prevent the purchase of shares of any Fund by us You agree to inform us, upon our request, as to the states
for our own bona fide investment. We agree that: (a) we in which you believe the shares of the Funds have
shall not effect any transactions (including, without qualified for sale under, or are exempt from the
limitation, any purchases and redemptions) in any Fund requirements of the respective securities laws of such
shares registered in the name of, or beneficially owned states, but you shall have no obligation or responsibility
by, any customer unless such customer has granted us as to our right to sell shares in any jurisdiction. We
full right, power and authority to effect such agree to notify you immediately in the event of (a) our
transactions on his behalf and (b) you, each Fund, each expulsion or suspension from the NASD, or (b) our
Transfer Agent and your and their respective officers, violation of any applicable federal or state law, rule or
directors or trustees, agents, employees and affiliates regulation arising out of or in connection with this
shall not be liable for, and shall be fully indemnified Agreement or which may otherwise affect in any material
and held harmless by us from and against, any and all way our ability to act as a dealer in accordance with the
claims, demands, liabilities and expenses (including terms of this Agreement. Our expulsion from the NASD will
without limitation, reasonable attorneys fees) which automatically terminate this Agreement immediately without
may be incurred by you or any of the foregoing persons notice. Our suspension from the NASD for violation of any
entitled to indemnification from us hereunder arising applicable federal or state law, rule or regulation will
out of or in connection with the execution of any terminate this Agreement effective immediately upon your
transactions in Fund shares registered in the name of, written notice to us of termination.
or beneficially owned by, any customer in reliance upon
any oral or written instructions believed to be genuine 13. (a) You agree to indemnify, defend and hold us, our
and to have been given by or on behalf of us. several officers and directors, and any person who
controls us within the meaning of Section 15 of the
9. (a) We agree to pay for purchase orders of any Fund Securities Act of 1933, as amended, free and harmless for
shares from us in accordance with the terms of the and against any and all claims, demands, liabilities and
Prospectus of the applicable Fund. On or before the expenses (including the cost of investigating or defending
settlement date of each purchase order for shares of such claims, demands or liabilities and any counsel fees
any Fund, we shall either (i) remit to an account incurred in connection therewith) which we, our officers
designated by you with the Transfer Agent an amount and directors, or any such controlling person, may incur
equal to the then current public offering price of the under the Securities Act of 1933, as amended, or under
shares of such Fund being purchased less our dealer common law or otherwise, arising out of or based upon (i)
reallowance, if any, with respect to such purchase any breach of any representation, warranty or covenant
order as determined by you in accordance with the terms made by you herein, or (ii) any failure by you to perform
of the applicable Fund Prospectus, or (ii) remit to an your obligations as set forth herein, or (iii) any untrue
account designated by you with the Transfer Agent an statement, or alleged untrue statement of a material fact
amount equal to the then current public offering price contained in any Registration Statement or any Prospectus,
of the shares of such Fund being purchased without or arising out of or based upon any omission, or alleged
deduction for our dealer reallowance, if any, with omission, to state a material fact required to be stated
respect to such purchase order as determined by you in in either any Registration Statement or any Prospectus, or
accordance with the terms of the applicable Fund necessary to make the statements in any thereof not
Prospectus, in which case our dealer reallowance, if misleading; provided, however, that your agreement to
any, shall be payable to us on at least a monthly indemnify us, our officers and directors, and any such
basis. If payment for any purchase order is not controlling person shall not be deemed to cover any
received in accordance with the terms of the applicable claims, demands, liabilities or expenses arising out of
Fund Prospectus, you reserve the right, without notice, any untrue statement or alleged untrue statement or
to cancel the sale and to hold us responsible for any omission or alleged omission made in any Registration
loss sustained as a result thereof. Statement or Prospectus in reliance upon and in conformity
with written information furnished to you or the Fund by
(b) If any shares sold to us under the terms of this us specifically for use in the preparation thereof. Your
Agreement are sold with a sales load and are redeemed agreement to indemnify us, our officers and directors, and
for the account of the Fund or are tendered for any such controlling person, as aforesaid, is expressly
redemption within seven (7) days after confirmation of conditioned upon your being notified any action brought
our purchase order for such shares: (i) we shall against our officers or directors, or any such controlling
forthwith refund to you the full dealer reallowance person, such notification to be given by letter or by
received by us on the sale; and (ii) you shall telex, telegram or similar means of same day delivery
forthwith pay to the Fund your portion of the sales received by you at your address as specified in Paragraph
load on the sale which had been retained by you and 18 of this Agreement within seven (7) days after the
shall also pay to the Fund the amount refunded by us. summons or other first legal process shall have been
served. The failure so to notify you of any such action
10. Certificates for shares sold to us hereunder shall shall not relieve you from any liability which you may
only be issued in accordance with the terms of each have to the person against whom such action is brought by
Fund Prospectus upon our customer(s) specific request reason of any such breach, failure or untrue, or alleged
and, upon such request, shall be promptly delivered to untrue, statement or omission, or alleged omission,
us by the Transfer Agent unless we make other otherwise than an account of you indemnity agreement
arrangements. However, in making delivery of such share contained in this Paragraph 13(a). You will be entitled to
certificates to us, the Transfer Agent shall have assume the defense of any suit brought to enforce any such
adequate time to clear any checks drawn for the payment claim, demand, liability or expense. In the event that you
of Fund shares. elect to assume the defense of any such suit and retain
counsel, the defendant in such suit, shall bear the fees
and expenses of any additional counsel retained by any of
them; but in case you do not elect to assume the defense
of any such suit, you will reimburse us, our officers and
directors, or controlling persons named as defendants in
such suit, for the fees and expenses of any counsel
retained by us or them. Your indemnification agreement
contained in this Paragraph
13(a) shall remain operative and in full force and names, addresses or other information concerning any of
effect regardless of any investigation made by or on our customers if such names, addresses or other
behalf of us, our officers and directors, or any information is obtained in any manner other than from
controlling person, and shall survive the delivery of us pursuant to this Agreement. The provisions of this
any Fund shares and termination of this Agreement. This Paragraph 14 shall survive the termination of this
agreement of indemnity will inure exclusively our Agreement.
benefit, to the benefit of our several officers and
directors, and their respective estates, and to the 15. We agree to serve as a service organization, in
benefit of any controlling persons and their accordance with the terms of the form of Service
successors. Agreement annexed hereto as Appendix A, for all of our
customers who purchase shares of any and all Funds
(b) We agree to indemnify, defend and hold you and your whose Prospectuses provide for these of service
several officers and directors, and each Fund and its organizations. By executing this Agreement, each of the
several officers and directors or trustees, and any parties hereto agrees to be bound by all terms,
person who controls you and/or each Fund within the conditions, rights and obligations set forth in the
meaning of Section 15 of the Securities Act of 1933, as form of Service Agreement annexed hereto as Appendix A
amended, free and harmless from and against any and all and further agrees that such form of Service Agreement
claims, demands, liabilities and expenses (including supersedes any and all prior service agreements between
the cost of investigating or defending such claims, the parties hereto.
demands or liabilities and any counsel fees incurred in
connection therewith) which you and your several 16. By requesting expedited redemption, we agree that
officers and directors, or the Fund and its officers you, each mutual fund with respect to which you permit
and directors or trustees, or any such controlling us to exercise an expedited redemption privilege, the
person, may incur under the Securities Act of 1933, as transfer agent of each such fund, and your and their
amended, or under common law or otherwise, arising out respective officers, directors or trustees, agents,
of or based upon (i) any breach of any representation, employees and affiliates shall not be liable for and
warranty or covenant made by us herein, or (ii) any shall be fully indemnified and held harmless by us from
failure by us to perform our obligations as set forth and against any and all claims, demands, liabilities
herein, or (iii) any untrue, or alleged untrue, and expenses (including, without limitation, reasonable
statement of a material fact contained in the attorneys fees) arising out of or in connection with
information furnished in writing by us to you or any any expedited redemption payments.
Fund specifically for use in such Fund(s) Registration
Statement or Prospectus, or used in the answers to any 17. Neither this Agreement nor the performance of the
of the items of the Registration Statement or in the services of the respective parties hereunder shall be
corresponding statements made in the Prospectus, or considered to constitute an exclusive arrangement, or
arising out of or based upon any omission, or alleged to create a partnership, association or joint venture
omission to state a material fact in connection with between you and us. neither party hereto shall be, act
such information furnished in writing by us to you or as, or represent itself as, the agent or representative
the Fund and required to be stated in such answers or of the other, nor shall either party have the right or
necessary to make such information not misleading. Our authority to assume, create or incur any liability or
agreement to indemnify you and your officers and any obligation of any kind, express or implied, against
directors, and the fund and its officers and directors or in the name of, or on behalf of, the other party.
or trustees, and any such controlling person, as This Agreement is not intended to, and shall not,
aforesaid, is expressly conditioned upon our being create any rights against either party hereto by any
notified of any action brought against any person or third party solely on account of this Agreement.
entity entitled to indemnification hereunder, such Neither party hereto shall use the name of the other
notification to be given by letter or by telex, party in any manner without the other party's prior
telegram or similar means of same day delivery received written consent, except as required by any applicable
by us at our address as specified in Paragraph 18 of federal or state law, rule or regulation, and except
this Agreement within seven (7) days after the summons pursuant to any promotional programs mutually agreed
or other first legal process shall have been served. We upon in writing by the parties hereto.
shall have the right to control the defense of such
action, with counsel of our own choosing satisfactory 18. Except as otherwise specifically provided herein,
to you and the Fund, if such action is based solely all notices required or permitted to be given pursuant
upon such alleged misstatement or omission on our part to this Agreement shall be given in writing and
and in any other event each person or entity entitled delivered by personal delivery or by postage prepaid,
to indemnification hereunder shall have the right to registered or certified United State first class mail,
participate in the defense or preparation of the return receipt requested, or by telex, telegram or
defense of any such action. The failure so to notify us similar means of same day delivery (with a confirming
of any such action shall not relieve us from any copy by mail as provided herein). Unless otherwise
liability which we may have to you or your officers and notified in writing, all notices to you shall be given
directors, or the Fund or its officers and directors or or sent to you at your offices, located at 0000 Xxxxxxx
xxxxxxxx, or to any such controlling person, by reason Road, Columbus, Ohio 43219 and all notices to us shall
of any such breach, failure or untrue, or alleged be given or sent to us at our address shown below.
untrue statement or omission, or alleged omission,
otherwise than on account of our indemnity agreement 19. This Agreement shall become effective only when
contained in this Paragraph 13(b). Our indemnification accepted and signed by you, and may be terminated at
agreements contained in Paragraph 8 above and in this any time by either party hereto upon fifteen (15) days
Paragraph 13(b) shall remain operative and in full prior written notice to the other party. All
force and effect regardless of any investigation made unfulfilled obligations, duties and liabilities of
by or on behalf of any person entitled to either party to the other as of the date of termination
indemnification pursuant to Paragraph 8 above or this including, without limitation, all obligations of
Paragraph 13(b), and shall survive the delivery of any indemnification of either to the other. This Agreement
Fund shares and termination of this Agreement. Such may be amended only by a written instrument signed by
agreements of indemnity will inure exclusively to the both the parties hereto and, may not be assigned by
benefit of the persons entitled to indemnification from either party without the prior written consent of the
us pursuant to this Agreement and their respective other party. This agreement constitutes the entire
estates, successors and assigns. agreement and understanding between the parties hereto
relating to the subject matter hereof and supersedes
14. The names and addresses and other information any and all prior agreements between the parties hereto
concerning our customers are and shall remain our sole relating to the subject matter hereof.
property, and neither you nor your affiliates shall use
such names, addresses or other information for any
purpose except in connection with the performance of
your duties and responsibilities hereunder and except
for servicing and informational mailings relating to
the Funds. Notwithstanding the foregoing, this
Paragraph 14 shall not prohibit you or any of your
affiliates from utilizing for any purposes the
20. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of
Ohio, without given effect to principles of conflicts
of laws.
Very truly yours,
___________________________________________
Name of Broker-Dealer (Please Print or Type)
____________________________________
Address_____________________________
Dated:______________________________
By:_________________________________
Authorized Dealer
NOTE: Please sign and return both
copies of this Agreement to Victory
Broker-Dealer Services, Inc. Upon
acceptance a countersigned copy will
be returned to you for your files.
Accepted:
VICTORY BROKER-DEALER SERVICES, INC.
Date:_______________________________
By:_________________________________
Authorized Signature
10/95
