0001104659-17-023800 Sample Contracts

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”).

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AMENDMENT TO TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • April 17th, 2017 • Victory Variable Insurance Funds

This AMENDMENT (“Amendment”) is made this 24th day of August 2016, but shall be effective, 1 November 2016 (the “Amendment Effective Date”), between Victory Variable Insurance Funds (the “Trust”) and FIS Investor Services LLC (“FIS”), successor in interest to SunGard Investor Services LLC, which was assignee of 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, the “Agreement”. All capitalized terms used but not defined herein shall have the meanings given them in the Agreement.

AMENDMENT TO TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • April 17th, 2017 • Victory Variable Insurance Funds

AMENDMENT made as of the 1st day of July 2015, between The Victory Variable Insurance Funds (the “Trust”) and SunGard Investor Services LLC (“SunGard”), assignee of 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 them in the Agreement.

NOVATION AGREEMENT (Participation Agreement)
Novation Agreement • April 17th, 2017 • Victory Variable Insurance Funds • New York

This Agreement, dated as of July 13, 2016, is entered into by and among RS Variable Products Trust (“RSVPT”), on behalf of each RSVPT registered investment company identified on Appendix A hereto, individually and not jointly (each, an “RS Fund”), RS Investment Management Co. LLC (“RSIM”), RS Funds Distributor LLC (“RSFD”), The Guardian Insurance & Annuity Company, Inc. (“Guardian”), Victory Variable Insurance Funds (“VVIF”), on behalf of each VVIF registered investment company identified on Appendix A hereto, individually and not jointly (each, a “Victory Fund”), Victory Capital Management Inc. (“Victory Capital”) and Victory Capital Advisers, Inc. (“VCA”).

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