0001104659-08-011204 Sample Contracts

DISTRIBUTION AGREEMENT between THE VICTORY VARIABLE INSURANCE FUNDS and VICTORY CAPITAL ADVISERS, INC.
Distribution Agreement • February 15th, 2008 • Victory Variable Insurance Funds • Ohio

This DISTRIBUTION AGREEMENT is made as of this 30th day of November, 2007 between The Victory Variable Insurance 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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First Amendment TO SUB-ADMINISTRATION AND SUB-FUND ACCOUNTING AGREEMENT
Sub-Administration And • February 15th, 2008 • Victory Variable Insurance Funds

WHEREAS, Bisys Fund Services Ohio, Inc. (“BISYS”) and Victory Capital Management Inc. (“VCM”) entered into a Sub-Administration And Sub-Fund Accounting Agreement as of July 1, 2006 (the “Agreement”); and

AMENDMENT TO THE MUTUAL FUND CUSTODY AGREEMENT
Mutual Fund Custody Agreement • February 15th, 2008 • Victory Variable Insurance Funds

AMENDMENT made as of January 1, 2008, between The Victory Variable Insurance Funds (the “Trust”), a Delaware statutory trust, having its principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219, on behalf of its Funds, and KeyBank National Association (the successor to Key Trust of Ohio, N. A.), a bank chartered under the laws of the United States, having its principal office at 127 Public Square, Cleveland, Ohio 44114-1306 (the “Custodian”) to the Mutual Fund Custody Agreement dated October 16, 1998 (as amended and in effect on the date hereof, the “Agreement”).

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