0001104659-12-025638 Sample Contracts

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”).

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AMENDMENT TO TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • April 16th, 2012 • Victory Variable Insurance Funds

AMENDMENT made as of the 1st day of July, 2009, between The Victory Variable Insurance Funds (the “Trust”), and Citi Fund Services Ohio, Inc., formerly known as BISYS Fund Services Ohio, Inc. (“Citi”), to the Transfer Agency Agreement dated April 1, 2002, between the Trust and Citi (as previously amended and in effect on the date hereof, the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

ADDENDUM TO DISTRIBUTION AGREEMENT Dated November 30, 2007 between THE VICTORY VARIABLE INSURANCE FUNDS and VICTORY CAPITAL ADVISERS, INC.
Distribution Agreement • April 16th, 2012 • Victory Variable Insurance Funds

This Addendum to the Distribution Agreement (“Agreement”) dated November 30, 2007, between The Victory Variable Insurance Funds, on behalf of those series listed on Schedule I, as may be amended from time to time, and Victory Capital Advisers, Inc. is made as of December 1, 2010.

AMENDMENT TO SUB-ADMINISTRATION AND SUB-FUND ACCOUNTING AGREEMENT
Sub-Administration and Sub-Fund Accounting Agreement • April 16th, 2012 • Victory Variable Insurance Funds

AMENDMENT made as of the 1st day of July, 2010, between Victory Capital Management Inc. (the “VCM”), and Citi Fund Services Ohio, Inc., formerly known as BISYS Fund Services Ohio, Inc. (“Citi”), to the Sub-Administration and Sub-Fund Accounting Agreement dated July 1, 2006, between VCM and Citi (as previously amended and in effect on the date hereof, the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

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