0001104659-18-024484 Sample Contracts

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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SECOND AMENDMENT TO THE VICTORY VARIABLE INSURANCE FUNDS CONTRACT OWNER ADMINISTRATIVE SERVICES AGREEMENT
Services Agreement • April 17th, 2018 • Victory Variable Insurance Funds

This Amendment (“Amendment”) dated as of May 1, 2018, is by and among Victory Variable Insurance Funds (the “Trust”), on behalf of its series of portfolios (each a “Fund”) listed on Schedule B, as amended from time to time, and Nationwide Financial Services, Inc. (“NFS”). This Amendment amends The Victory Variable Insurance Funds Contract Owner Administrative Services Agreement (the “Agreement”) dated June 30, 1999, as amended.

SECOND AMENDMENT TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 17th, 2018 • Victory Variable Insurance Funds

THIS AMENDMENT to the Fund Participation Agreement (“Agreement”) dated as of June 30, 1999, as amended, by and among Nationwide Financial Services, Inc., on behalf of its subsidiaries listed on Exhibit A (collectively, “Nationwide”), Victory Capital Management Inc. (“VCM”), the current adviser to the Funds, Victory Variable Insurance Funds (“Trust”), a Delaware statutory trust, on behalf of the mutual funds listed on Exhibit A (the “Funds”) and Victory Capital Advisers, Inc.(“Distributor”), is effective as of May 1, 2018.

AMENDMENT No. 6 to ADMINISTRATION AGREEMENT and FUND ACCOUNTING AGREEMENT
Administration Agreement • April 17th, 2018 • Victory Variable Insurance Funds

AMENDMENT made as of February 28, 2018 to that certain Administration and Fund Accounting Agreement entered into as of June 1, 2006, as amended (“Agreement”) by and among (i) Victory Portfolios, Victory Variable Insurance Funds, and Victory Portfolios II, each a Delaware statutory trust (each, a “Trust” and, together, the “Trusts”) on behalf of those investment company portfolios listed on Schedule D which may be amended from time to time (each, a “Fund” and, together, the “Funds”) in the case of both the Trusts and the Funds, individually and not jointly and (ii) Victory Capital Management Inc. (“VCM”), a New York corporation. All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement

FIRST AMENDMENT TO THE VICTORY VARIABLE INSURANCE FUNDS CONTRACT OWNER ADMINISTRATIVE SERVICES AGREEMENT
Services Agreement • April 17th, 2018 • Victory Variable Insurance Funds

This Amendment (“Amendment”) dated as of February 17, 2009, is by and among The Variable Insurance Funds (the “Trust”), on behalf of its series of portfolios (each a “Fund”) listed on Schedule B, as amended from time to time, and Nationwide Financial Services, Inc. (“NFS”). This Amendment amends the Victory Variable Insurance Funds Contract Owner Administrative Services Agreement (the “Agreement”) dated June 30, 1999.

FIRST AMENDMENT TO THE FUND PARTICIPATION AGREEMENT BETWEEN NATIONWIDE AND VICTORY
Fund Participation Agreement • April 17th, 2018 • Victory Variable Insurance Funds

THIS AMENDMENT to the Fund Participation Agreement (“Agreement”), dated June 30, 1999, by and between Nationwide Life Insurance Company and/or Nationwide Life and Annuity Insurance Company (separately or collectively “Nationwide), Victory Capital Management Inc. (“VCM”), the current adviser to the Funds and the successor in interest to Key Asset Management Inc., The Victory Variable Insurance Funds, an unincorporated business trust organized under the laws of the state of Delaware, on behalf of the mutual funds listed on Exhibit A (the “Funds”) and Victory Capital Advisers, Inc. (“Distributor”) the current Distributor of the Funds and the successor in interest to BISYS Fund Services Limited Partnership (“BISYS”), is effective as of November 1, 2007.

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