The Victory Institutional Funds

VICTORY CAPITAL ADVISERS, INC., Distributor



Service Fee Agreement

[Dealer name]

Ladies and Gentlemen:

This Fee Agreement  ("Agreement")  confirms our understanding and agreement with
respect to payments to be made to you  pursuant to any Plan in  accordance  with
the Selling Group Member Agreement between you and us (the "Selling Agreement"),
which  entitles you to serve as a member of the selling  group for certain Funds
for which we serve as Distributor. Capitalized terms used but not defined herein
shall have the respective meanings set forth in the Selling Agreement.

1. From time to time during the term of this Agreement,  we may make payments to
you pursuant to one or more service  plans (the  "Plans")  adopted by certain of
the Funds. You agree to furnish  shareholder and/or  administrative  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 other shareholder services not otherwise provided by
a Fund's transfer agent to your customers. 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 Plan or other
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 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  intermediary of record or is agreed
to by us and the intermediary 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.

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.  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.  In addition,  this Agreement will be
terminated  automatically  with  respect to any Fund upon a  termination  of the
relevant Plan or the Selling  Agreement,  or if our Distribution  Agreement with
the Funds 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. 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 Investment Company Act of 1940, as amended) 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
Selling 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:

________________________________  [Selling Group firm]



By:__________________________________________________

Insert Name: ________________________________________

Title: ______________________________________________

Date: _______________________________________________