0001104659-07-090543 Sample Contracts

DISTRIBUTION AGREEMENT between THE VICTORY INSTITUTIONAL FUNDS and VICTORY CAPITAL ADVISERS, INC.
Distribution Agreement • December 21st, 2007 • Victory Institutional Funds • Ohio

This DISTRIBUTION AGREEMENT is made as of this 30th day of November, 2007 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”).

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ADMINISTRATION AND FUND ACCOUNTING AGREEMENT
Administration and Fund Accounting Agreement • December 21st, 2007 • Victory Institutional Funds • Ohio

THIS ADMINISTRATION AND FUND ACCOUNTING AGREEMENT (the “Agreement”) is made as of August 31, 2007, by and between The Victory Institutional Funds, a Delaware statutory trust (herein called the “Trust”), on behalf of those investment company portfolios listed on Schedule D which may be amended from time to time (each, a “Fund” and, together, the “Funds”) in the case of both the Trust and the Funds, individually and not jointly and (ii) VICTORY CAPITAL MANAGEMENT INC. (“VCM”), a New York corporation.

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