0000922423-04-001253 Sample Contracts

INVESTMENT ADVISORY AGREEMENT between THE VICTORY INSTITUTIONAL FUNDS and VICTORY CAPITAL MANAGEMENT INC.
Investment Advisory Agreement • August 3rd, 2004 • Victory Institutional Funds • Ohio
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FORM OF
Transfer Agency Agreement • August 3rd, 2004 • Victory Institutional Funds • Ohio
FORM OF
Administration Agreement • August 3rd, 2004 • Victory Institutional Funds • Ohio
FORM OF
Fund Accounting Agreement • August 3rd, 2004 • Victory Institutional Funds • Ohio
FORM OF DISTRIBUTION AGREEMENT between THE VICTORY INSTITUTIONAL FUNDS and VICTORY CAPITAL ADVISERS, INC.
Distribution Agreement • August 3rd, 2004 • Victory Institutional Funds • New York
ARTICLE I DEFINITIONS
Management and Related Services Agreement • August 3rd, 2004 • Victory Institutional Funds • New York
August 2, 2004 The Victory Institutional Funds 3435 Stelzer Road Columbus, OH 43219 Ladies and Gentlemen: This letter serves as an offer to purchase 100,000 shares of the Institutional Liquid Reserves Fund (the "Fund") (the "Seed Capital Shares") for...
Victory Institutional Funds • August 3rd, 2004

This letter serves as an offer to purchase 100,000 shares of the Institutional Liquid Reserves Fund (the "Fund") (the "Seed Capital Shares") for the sum of one hundred thousand dollars ($100,000.00). This letter will confirm that KeyCorp ("we") is purchasing the Seed Capital Shares for its own account for investment purposes only and not with a view to reselling or otherwise distributing such shares.

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