0001683863-22-003016 Sample Contracts

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").

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FIRST AMENDMENT TO
Contract Owner Administrative Services Agreement • April 14th, 2022 • Victory Variable Insurance Funds

This Amendment, dated as of October 26, 2021 (the "Amendment"), amends the Contract Owner Administrative Services Agreement, dated May 1, 2004 (the "Agreement") by and among Victory Variable Insurance Funds fka The Victory Variable Insurance Funds (the "Trust"), and New York Life Insurance and Annuity Corporation ("Company"). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

AMENDMENT TO
Transfer Agency Agreement • April 14th, 2022 • Victory Variable Insurance Funds

This AMENDMENT ("Amendment") is made this 24st day of August 2021, 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 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.

THE MASTER GLOBAL CUSTODIAL SERVICES AGREEMENT
Master Global Custodial Services Agreement • April 14th, 2022 • Victory Variable Insurance Funds • New York

(i)Victory Portfolios Victory Portfolios II and Victory Variable Insurance Funds, each a Delaware Statutory Trust (each, a

PARTICIPATION AGREEMENT
Victory Variable Insurance Funds • April 14th, 2022 • 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 and Annuity Insurance Company, an Alabama 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").

TO THE EXPENSE LIMITATION AGREEMENT DATED FEBRUARY 17, 2016
Expense Limitation Agreement • April 14th, 2022 • Victory Variable Insurance Funds
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