Victory Variable Insurance Funds Sample Contracts

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Participation Agreement • April 15th, 2004 • Victory Variable Insurance Funds • New York
INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 25th, 2001 • Victory Variable Insurance Funds • Ohio
DISTRIBUTION AGREEMENT BETWEEN THE VICTORY VARIABLE INSURANCE FUNDS AND VICTORY CAPITAL ADVISORS, INC.
Distribution Agreement • April 13th, 2006 • Victory Variable Insurance Funds • New York
Between THE VICTORY VARIABLE INSURANCE FUNDS and VICTORY CAPITAL MANAGEMENT INC.
Expense Limitation Agreement • February 15th, 2005 • Victory Variable Insurance Funds
TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • April 25th, 2001 • Victory Variable Insurance Funds • Massachusetts
PARTICIPATION AGREEMENT
Participation Agreement • April 25th, 2001 • Victory Variable Insurance Funds • Delaware
AMENDMENT TO SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • February 15th, 2005 • Victory Variable Insurance Funds
FORM OF
Victory Variable Insurance Funds • April 25th, 2001 • Delaware
FORM OF AGREEMENT VICTORY CAPITAL ADVISERS, INC.
Form of Agreement • April 15th, 2004 • Victory Variable Insurance Funds • Ohio
Form of
Participation Agreement • April 25th, 2001 • Victory Variable Insurance Funds • Ohio
AMENDMENT NO. 3 TO SECURITIES LENDING AGENCY AGREEMENT
Securities Lending Agency Agreement • April 13th, 2006 • Victory Variable Insurance Funds
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FORM OF AGREEMENT BISYS FUND SERVICES LIMITED PARTNERSHIP
Of Agreement • April 15th, 2004 • Victory Variable Insurance Funds • Ohio
INVESTMENT ADVISORY AGREEMENT between VICTORY VARIABLE INSURANCE FUNDS and VICTORY CAPITAL MANAGEMENT INC.
Investment Advisory Agreement • April 17th, 2017 • Victory Variable Insurance Funds • Delaware

AGREEMENT made as of the 29th day of July, 2016, by and between Victory Variable Insurance Funds (the “Trust”), a Delaware statutory trust which may issue one or more series of shares of beneficial interest, and Victory Capital Management Inc., a New York corporation (the “Adviser”).

DISTRIBUTION AGREEMENT BETWEEN THE VICTORY VARIABLE INSURANCE FUNDS AND VICTORY CAPITAL ADVISERS, INC.
Distribution Agreement • February 13th, 2014 • Victory Variable Insurance Funds • Delaware

This DISTRIBUTION AGREEMENT is made as of this 1st day of August, 2013 between The Victory Variable Insurance Funds, a Delaware statutory trust (herein called the “Trust”), and Victory Capital Advisers, Inc., a Delaware corporation (herein called the “Distributor”).

PARTICIPATION AGREEMENT
Participation Agreement • April 14th, 2022 • Victory Variable Insurance Funds • New York

THIS PARTICIPATION AGREEMENT is made and entered into this 1st day of December 2020, by and among Victory Variable Insurance Funds, a Delaware statutory trust (the "Trust"); Victory Capital Management Inc., a New York Corporation (the "Adviser"); for purposes of Sections 2.4, 2.9 and 5.1 and Article VIII only, Victory Capital Services, Inc. ("VCS"); and Protective Life Insurance Company, a Tennessee insurance company (the "Company") on its own behalf and on behalf of each of the segregated asset accounts of the Company set forth on Schedule A hereto, as may be amended from time to time (the "Accounts").

MUTUAL FUND CUSTODY AGREEMENT
Mutual Fund Custody Agreement • April 16th, 2012 • Victory Variable Insurance Funds

THIS AGREEMENT is made as of July 1, 2011 by and between The Victory Variable Insurance Funds, a Delaware statutory trust (the “Trust”), which may issue one or more series of shares of beneficial interest (each a “Fund”), and KeyBank National Association, a bank chartered under the laws of the United States, having its principal office at 127 Public Square, Cleveland, Ohio 44114-1306 (the “Custodian”).

FORM OF AMENDMENT TO THE MUTUAL FUND CUSTODY AGREEMENT
Custody Agreement • March 12th, 2003 • Victory Variable Insurance Funds
DATA PROTECTION ADDENDUM
Victory Variable Insurance Funds • April 16th, 2019

This Data Protection Addendum (the “Addendum”) to the Transfer Agency Agreement dated April 1, 2002 between The Victory Variable Insurance Funds, on behalf of its series portfolios, individually and not jointly (the “Client”) and FIS Investor Services LLC, formerly known as SunGard Investor Services LLC (assignee of Citi Fund Services Ohio, Inc.) (“FIS”), as amended, (the “Agreement”) sets out obligations of the Client and FIS with respect to data protection.

DISTRIBUTION AGREEMENT AGREEMENT between THE VICTORY VARIABLE INSURANCE FUNDS and BISYS FUND SERVICES LIMITED PARTNERSHIP
Distribution Agreement Agreement • April 25th, 2001 • Victory Variable Insurance Funds • New York
AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 14th, 2023 • Victory Variable Insurance Funds

Protective Life and Annuity Insurance Company (the "Company"), Victory Variable Insurance Funds (the "Fund"), Victory Capital Management Inc. (the "Adviser"), and Victory Capital Services, Inc. (the "Underwriter"), entered into a certain participation agreement dated December 1, 2020 (the "Participation Agreement"). This Amendment (the "Amendment") to the Participation Agreement is entered into as of April 26, 2022, by and among the Company, on its own behalf and on behalf of each separate account of the Company as set forth in the Participation Agreement, as may be amended from time to time (individually and collectively the "Accounts"), the Fund and the Underwriter (collectively, the "Parties").

INVESTMENT SUB-ADVISORY AGREEMENT between VICTORY CAPITAL MANAGEMENT INC. and PARK AVENUE INSTITUTIONAL ADVISERS LLC
Sub-Advisory Agreement • April 17th, 2018 • Victory Variable Insurance Funds • New York

AGREEMENT made effective as of the 29th day of July, 2016, by and between Park Avenue Institutional Advisers LLC, a Delaware limited liability company (the “Sub-Adviser”), and Victory Capital Management Inc., a New York corporation (the “Adviser”), on behalf of each Fund listed on Annex A (each a “Fund”), a separate series of Victory Variable Insurance Funds (the “Trust”), a Delaware statutory trust, individually and not jointly. This Agreement applies to each Fund as if it is the subject of a separate agreement.

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