The Victory Institutional Funds
VICTORY CAPITAL ADVISERS, INC., Distributor
Distribution/Service Fee Agreement
[Dealer name]
This Fee Agreement ("Agreement") confirms our understanding and agreement with
respect to payments to be made to you pursuant to any 12b-1 Plan or non-12b-1
Plan (each, a "Plan" and together, the "Plans") in accordance with the Dealer
Agreement between you and us (the "Dealer Agreement"), which entitles you to
serve as a selected dealer of certain Funds for which we serve as Distributor.
Capitalized terms used but not defined herein shall have the respective meanings
set forth in the Dealer Agreement.
1. From time to time during the term of this Agreement, we may make payments to
you pursuant to the Plans. You agree to furnish sales and marketing services
and/or shareholder services to your customers who invest in and own Fund Shares,
including, but not limited to, answering routine inquiries regarding the Funds,
processing shareholder transactions, and providing any other shareholder
services not otherwise provided by a Fund's transfer agent. With respect to such
payments to you, we shall have only the obligation to make payments to you
after, for as long as, and to the extent that, we receive from the Fund an
amount equivalent to the amount payable to you. The Fund or us, as Distributor,
each reserves the right, without prior notice, to suspend or eliminate payments
under the Plans or other dealer compensation to you by amendment, sticker or
supplement to the then-current Prospectus of the Fund.
2. Any such fee payments shall reflect the amounts described in a Fund's
Prospectus, but in any event shall not exceed the amounts permitted by the
applicable Plan. Payments will be based on the dollar amount of Fund Shares
which are owned by those customers of yours whose records, as maintained by the
Funds or the transfer agent, designate your firm as the customer's dealer of
record or is agreed to by us and the dealer of record. No such fee payments will
be payable to you with respect to shares purchased by or through you and
redeemed by the Funds within seven business days after the date of confirmation
of such purchase. You represent that you are eligible to receive any such
payments made to you under the Plans.
3. You agree that all activities conducted under this Agreement will be
conducted in accordance with the Plans, as well as all applicable state and
federal laws, including the Investment Company Act of 1940, the Securities
Exchange Act of 1934, the Securities Act of 1933 and any applicable rules of the
NASD. You represent, warrant and covenant that the receipt by you of any payment
made pursuant to this Agreement is not a violation of any applicable laws, rules
or regulations, including, without limitation, the Employee Retirement Income
Security Act of 1974, as amended, and the rules and regulations promulgated
thereunder. You agree to indemnify and hold harmless us, each Fund, and our own
and each Fund's directors, trustees, officers and employees (the "Indemnified
Parties") from and against any and all costs, losses, damages, liabilities and
expenses, including, without limitation, reasonable attorneys' fees, that may
arise or be incurred by the Indemnified Parties, arising from or attributable to
any breach of the foregoing representation,
warranty and covenant. Each receipt by you of such a payment shall be deemed to
be a reaffirmation by you of such representation, warranty and covenant.
4. At the end of each month (or quarterly, upon request), you shall furnish us
with a written report describing the amounts payable to you pursuant to this
Agreement and the purpose for which such amounts were expended. We shall provide
quarterly reports to the Funds' Board of amounts expended pursuant to the Plans
and the purposes for which such expenditures were made. You shall furnish us
with such other information as shall reasonably be requested by us in connection
with our reports to the Board with respect to the fees paid to you pursuant to
this Agreement.
5. Unless sooner terminated, this Agreement shall continue automatically for
successive annual periods, provided its continuation is specifically approved at
least annually in the manner described in Item 8 below. This Agreement may be
terminated, with respect to one or more Funds, without penalty, by either of us,
upon ten days' prior written notice to the other party. In addition, this
Agreement may be terminated by a vote of a majority of the Independent Trustees
of the Company as defined in Item 8 below or by a vote of a majority of the
outstanding voting securities of the Company (as defined in the Investment
Company Act of 1940, as amended (the "1940 Act")). In addition, this Agreement
will be terminated automatically with respect to any Fund (i) in the event it is
assigned by you or (ii) upon a termination of the relevant Plan or the Dealer
Agreement, if a Fund closes to new investments, or if our Distribution Agreement
with respect to any Fund terminates.
6. This Agreement may be amended by us from time to time by the following
procedure. We will mail a copy of the amendment to you at your address shown
below or as registered from time to time with the NASD. If you do not object to
the amendment within fifteen (15) days after its receipt, the amendment will
become a part of this Agreement. Your objection must be in writing and be
received by us within such fifteen days. You understand and agree that any Plan
may be amended or terminated by the Board at any time without your consent and
that we may amend this Agreement accordingly to reflect the same and you will be
deemed to agree to such amendment by your acceptance of any further payment we
make to you pursuant to the Plan.
7. This Agreement shall become effective as of the date when it is executed and
dated by us below. This Agreement and all the rights and obligations of the
parties hereunder shall be governed by and construed under the laws of the
Commonwealth of Massachusetts.
8. This Agreement has been approved by vote of a majority of (i) the Company's
Board of Trustees and (ii) those Trustees who are not "interested persons" (as
defined in the 0000 Xxx) and have no direct or indirect financial interest in
this Agreement ("Independent Trustees"), cast in person at a meeting called for
the purpose of voting on such approval.
9. All notices and other communications shall be given as provided in the Dealer
Agreement.
If the foregoing is acceptable to you, please sign this Agreement in the space
provided below and return the same to us.
If the foregoing corresponds with your understanding of our agreement, please
sign this document and the accompanying copies thereof in the appropriate space
below and return the same to us, whereupon this agreement shall be binding upon
each of us.
VICTORY CAPITAL ADVISERS, INC.
By:________________________________________________
Insert Name: _______________________________________
Title: _____________________________________________
Agreed to and accepted:
________________________________ [Dealer]
By:__________________________________________________
Insert Name: ________________________________________
Title: ______________________________________________
Date: _______________________________________________
