Common use of About Victory Clause in Contracts

About Victory. The names “Victory Portfolios” and “Victory Portfolios II” refer to the Trusts created under a Certificate of Trust, as amended, filed at the office of the State Secretary of Delaware. The obligations of “Victory Portfolios” and “Victory Portfolios II” entered into in the name or on behalf thereof by any of the Trustees, representatives or agents are made not individually but in such capacities, and are not binding upon any of the Trustees, Shareholders, representatives or agents of the relevant Trust personally, but bind only each Trust’s Property (as defined in the relevant Trust Instrument), and all persons dealing with any class of Shares of the relevant Trust must look solely to the relevant Trust’s Property belonging to such class for the enforcement of any claims against the relevant Trust. Each Trust has entered into this Agreement with respect to some or all of its Funds individually, and not jointly. The rights and obligations of each Trust described in this Agreement apply to each individual Fund. No Fund shall have any liability for any costs or expenses incurred by any other Fund. In seeking to enforce a claim against any Fund, Administrator shall look to the assets only of that Fund and not to the assets of any other Fund. Victory Portfolios, on behalf of its Funds individually and not jointly Name: Xxxxxxxxxxx Xxxx Title: President Victory Portfolios II, on behalf of its Funds individually and not jointly Name: Xxxxxxxxxxx Xxxx Title: President Administrator shall perform the following services, all in accordance with the terms of this Agreement: 1. Maintain separate records for each Customer Account, which records shall reflect Shares purchased and redeemed, including the date and price for all transactions, and Share balances. 2. Disburse or credit to the Customer Accounts, and maintain records of, all proceeds of redemption of shares and all other distributions not reinvested in Shares. 3. Prepare, and transmit to each Customer Account periodic account statements showing the total number of Shares owned by each Customer Account as of the statement closing date, purchases and redemptions of Shares by the Customer Account during the period covered by the statement, and the dividends and other distributions paid to the Customer Account during the statement period (whether paid in cash or reinvested in Shares.) 4. Transmit to the relevant Trust or its designee purchase orders and redemption requests placed by Customer Accounts. 5. Transmit to the relevant Trust or its designee such periodic reports as the Trust shall reasonably conclude are necessary to enable the relevant Trust to comply with federal or state law requirements. 6. Transmit to the Benefit Plans confirmations of purchase orders and redemption requests placed by the Customer Accounts. 7. Maintain all account balance information for the Customer Accounts and daily and monthly purchase summaries expressed in Shares and dollar amounts. 8. Settle purchase order and redemption requests placed by Administrator on behalf of the Customer Accounts in accordance with the terms of each Fund’s prospectus. 9. Prepare file or transmit all Federal, state and local government reports and returns as required by law with respect to each account maintained on behalf of a Customer Account.

About Victory. The names name “The Victory Portfolios” and “Victory Portfolios II” refer refers to the Trusts Trust created under a Certificate of Trust, as amended, Trust filed at the office of the State Secretary of Delaware. The obligations of “The Victory Portfolios” and “Victory Portfolios II” entered into in the name or on behalf thereof by any of the Trustees, representatives or agents are made not individually but in such capacities, and are not binding upon any of the Trustees, Shareholders, representatives or agents of the relevant Trust personally, but bind only each Trust’s the Trust Property (as defined in the relevant Trust Instrument), and all persons dealing with any class of Shares of the relevant Trust must look solely to the relevant Trust’s Trust Property belonging to such class for the enforcement of any claims against the relevant Trust. Each The Trust has entered into this Agreement with respect to some or all of its Funds individually, and not jointly. The rights and obligations of each the Trust described in this Agreement apply to each individual Fund. No Fund shall have any liability for any costs or expenses incurred by any other Fund. In seeking to enforce a claim against any Fund, Administrator shall look to the assets only of that Fund and not to the assets of any other Fund. The Victory Portfolios, on behalf of its Funds individually and not jointly Name: Xxxxxxxxxxx Xxxx Title: President Victory Portfolios II, on behalf of its Funds individually and not jointly Name: Xxxxxxxxxxx Xxxx Title: President Administrator shall perform the following services, all in accordance with the terms of this Agreement: 1. Maintain separate records for each Customer Account, which records shall reflect Shares purchased and redeemed, including the date and price for all transactions, and Share balances. 2. Disburse or credit to the Customer Accounts, and maintain records of, all proceeds of redemption of shares and all other distributions not reinvested in Shares. 3. Prepare, and transmit to each Customer Account periodic account statements showing the total number of Shares owned by each Customer Account as of the statement closing date, purchases and redemptions of Shares by the Customer Account during the period covered by the statement, and the dividends and other distributions paid to the Customer Account during the statement period (whether paid in cash or reinvested in Shares.) 4. Transmit to the relevant Trust or its designee purchase orders and redemption requests placed by Customer Accounts. 5. Transmit to the relevant Trust or its designee such periodic reports as the Trust shall reasonably conclude are necessary to enable the relevant Trust to comply with federal or state law requirements. 6. Transmit to the Benefit Plans confirmations of purchase orders and redemption requests placed by the Customer Accounts. 7. Maintain all account balance information for the Customer Accounts and daily and monthly purchase summaries expressed in Shares and dollar amounts. 8. Settle purchase order and redemption requests placed by Administrator on behalf of the Customer Accounts in accordance with the terms of each Fund’s prospectus. 9. Prepare file or transmit all Federal, state and local government reports and returns as required by law with respect to each account maintained on behalf of a Customer Account.

About Victory. The names “name "The Victory Portfolios” and “Victory Portfolios II” refer " refers to the Trusts Trust created under a Certificate of Trust, as amended, Trust filed at the office of the State Secretary of Delaware. The obligations of “"The Victory Portfolios” and “Victory Portfolios II” " entered into in the name or on behalf thereof by any of the Trustees, representatives or agents are made not individually but in such capacities, and are not binding upon any of the Trustees, Shareholders, representatives or agents of the relevant Trust personally, but bind only each Trust’s the Trust Property (as defined in the relevant Trust Instrument), and all persons dealing with any class of Shares of the relevant ofthe Trust must look solely to the relevant Trust’s Trust Property belonging to such class for the enforcement of any claims against the relevant Trust. Each The Trust has entered into this Agreement with respect to some or all of its Funds individually, and not jointly. The rights and obligations of each the Trust described in this Agreement apply to each individual Fund. No Fund shall have any liability for any costs or expenses incurred by any other Fund. In seeking to enforce a claim against any Fund, Administrator shall look to the assets only of that Fund and not to the assets of any other Fund. Victory Portfolios, on behalf of its Funds individually and not jointly NameTHE VICTORY PORTFOLIOS NAME: Xxxxxxxxxxx X. Xxxx Title------------------- TITLE: President Victory Portfolios II, on behalf of its Funds individually and not jointly Name: Xxxxxxxxxxx Xxxx Title: President Secretary --------- SCHEDULE A The Services Administrator shall perform the following services, all in accordance with the terms of this Agreement: 1. Maintain separate records for each Customer Account, which records shall reflect Shares purchased and redeemed, including the date and price for all transactions, and Share balances. 2. Disburse or credit to the Customer Accounts, and maintain records of, all proceeds of redemption of shares and all other distributions not reinvested in Shares. 3. Prepare, and transmit to each Customer Account periodic account statements showing the total number of Shares owned by each Customer Account as of the statement closing date, purchases and redemptions of Shares by the Customer Account during the period covered by the statement, and the dividends and other distributions paid to the Customer Account during the statement period (whether paid in cash or reinvested in Shares.) 4. Transmit to the relevant Trust or its designee purchase orders and redemption requests placed by Customer Accounts. 5. Transmit to the relevant Trust or its designee such periodic reports as the Trust shall reasonably conclude are necessary to enable the relevant Trust to comply with federal or state law requirements. 6. Transmit to the Benefit Plans confirmations of purchase orders and redemption requests placed by the Customer Accounts. 7. Maintain all account balance information for the Customer Accounts and daily and monthly purchase summaries expressed in Shares and dollar amounts. 8. Settle purchase order and redemption requests placed by Administrator on behalf of the Customer Accounts in accordance with the terms of each Fund’s 's prospectus. 9. Prepare file or transmit all Federal, state and local government reports and returns as required by law with respect to each account maintained on behalf of a Customer Account.. Victory Capital Management Inc. 000 Xxxxxx Xxxxxx Xxxxxxxxx, XX 00000 May 24, 2012 American United Life Insurance Company Xxx Xxxxxxxx Xxxxxx XX Xxx 000 Xxxxxxxxxxxx, Xxxxxxx 00000 Dear Sir or Madam: This letter is written in connection with your or your designees' (collectively, "your") provision of recordkeeping services with respect to certain retirement plans, which plans own shares of The Victory Portfolios. In consideration of your providing such recordkeeping services, Victory Capital Management Inc. agrees to pay you an annual administrative fee equal to 20 basis points (.20%) of the average daily net asset value of assets for which you are responsible in Class A and R shares of the investment companies described on Attachment A. We anticipate that the fee will be computed monthly (on the basis ofa 30/360 calculation) and paid monthly by the Victory Portfolios Administrator and verified by a statement or invoice provided by you. Please note that all account trades need to be done correctly for us to determine the most accurate average daily net asset value. If trades were not done correctly, we will not go back and pay in arrears any amount where the assets did not appear under the appropriate broker dealer. You will be responsible for compliance with all applicable laws, rules and regulations governing your performance of services under this Agreement, including but not limited to Reg. S-P, as adopted by the Securities and Exchange Commission. You will adopt and maintain an anti-money laundering program in compliance with applicable laws and regulations, including provisions for necessary currency transaction reporting, detection of suspicious activities that could give rise to money laundering, and knowing your customers. You or we can terminate this Agreement at any time. However, notwithstanding the termination of this agreement, Victory Capital Management Inc. will continue to pay the fees in accordance with the first paragraph of this Agreement, so long as you continue to provide recordkeeping services with respect to any net assets of the Victory Portfolios as described in the previous paragraph which remain invested in Victory. Notwithstanding any other provision of this Agreement, Victory Capital Management's obligation to pay service fees with respect to assets invested in a particular Fund shall terminate when Victory Capital Management Inc. and its affiliates no longer act as investment manager for such Fund. This Agreement is not assignable by you, except with our written consent. We can immediately amend this letter at any time by giving notice to you. Please acknowledge your agreement to the foregoing by signing the duplicate copy of this letter and returning it to me. Sincerely, Victory Capital Management Inc. By: Xxxxxxx Policarpco Senior Manager Director AGREED: AMERICAN UNITED LIFE INSURANCE COMPANY By: Xxxxx X. Xxxxx Title: Assistant Vice President ATTACHMENT A -------------------------------------------------------------------------------- FUNDS CUSIP SYMBOL NUMBER -------------------------------------------------------------------------------- Value FUND - A 926464868 SVLSX -------------------------------------------------------------------------------- Value FUND - R 926464249 VVFGX -------------------------------------------------------------------------------- Diversified Stock Fund - A 926464603 SRVEX -------------------------------------------------------------------------------- !Diversified Stock Fund - R 926464421 GRINX -------------------------------------------------------------------------------- Established Value Fund - A 926464231 VETAX -------------------------------------------------------------------------------- Established Value Fund - R 926464371 GETGX -------------------------------------------------------------------------------- Special Value Fund - A 926464843 SSVSX -------------------------------------------------------------------------------- Special Value Fund - R 926464264 VSVGX -------------------------------------------------------------------------------- Small Company Opportunity Fund - A 926464835 SSGSX -------------------------------------------------------------------------------- Small Company Opportunity Fund - R 926464389 GOGFX -------------------------------------------------------------------------------- Special Value Fund - A 926464843 SSVSX -------------------------------------------------------------------------------- Special Value Fund - R 926464264 VSVGX -------------------------------------------------------------------------------- Large Cap Growth Fund - A 00000X000 VFGAX -------------------------------------------------------------------------------- fLarge Cap Growth Fund - R 00000X000 VFGRX -------------------------------------------------------------------------------- International Fund - A 00000X000 VIAFX -------------------------------------------------------------------------------- International Select Fund - A 00000X000 VISFX -------------------------------------------------------------------------------- Global Equity - A 00000X000 VPGEX -------------------------------------------------------------------------------- Investment Grade Convertible Fund - A 926464538 SBFCX -------------------------------------------------------------------------------- Fund For Income - A 926464751 IPFIX --------------------------------------------------------------------------------

About Victory. The names “"Victory Portfolios” and “", "Victory Portfolios II” " and "USAA Mutual Funds Trust" refer to the Trusts created under a Certificate of Trust, as amended, filed at the office of the State Secretary of Delaware. The obligations of “"Victory Portfolios” " and “"Victory Portfolios II” " entered into in the name or on behalf thereof by any of the Trustees, representatives or agents are made not individually but in such capacities, and are not binding upon any of the Trustees, Shareholders, representatives or agents of the relevant Trust personally, but bind only each Trust’s 's Property (as defined in the relevant Trust Instrument), and all persons dealing with any class of Shares of the relevant Trust must look solely to the relevant Trust’s 's Property belonging to such class for the enforcement of any claims against the relevant Trust. Each Trust has entered into this Agreement with respect to some or all of its Funds individually, and not jointly. The rights and obligations of each Trust described in this Agreement apply to each individual Fund. No Fund shall have any liability for any costs or expenses incurred by any other Fund. In seeking to enforce a claim against any Fund, Administrator shall look to the assets only of that Fund and not to the assets of any other Fund. Victory Portfolios, on behalf of its Funds individually and not jointly By: Name: Xxxxxxxxxxx Xxxx Title: President USAA Mutual Funds Trust, on behalf of its Funds individually and not jointly By: Name: Title: Victory Portfolios II, on behalf of its Funds individually and not jointly By: Name: Xxxxxxxxxxx Xxxx Title: President [Signature Page to Third Party Administration Service Agreement] SCHEDULE A The Services Administrator shall perform the following services, all in accordance with the terms of this Agreement: 1. Maintain separate records for each Customer Account, which records shall reflect Shares purchased and redeemed, including the date and price for all transactions, and Share balances. 2. Disburse or credit to the Customer Accounts, and maintain records of, all proceeds of redemption of shares and all other distributions not reinvested in Shares. 3. Prepare, and transmit to each Customer Account periodic account statements showing the total number of Shares owned by each Customer Account as of the statement closing date, purchases and redemptions of Shares by the Customer Account during the period covered by the statement, and the dividends and other distributions paid to the Customer Account during the statement period (whether paid in cash or reinvested in Shares.) 4. Transmit to the relevant Trust or its designee purchase orders and redemption requests placed by Customer Accounts. 5. Transmit to the relevant Trust or its designee such periodic reports as the Trust shall reasonably conclude are necessary to enable the relevant Trust to comply with federal or state law requirements. 6. Transmit to the Benefit Plans confirmations of purchase orders and redemption requests placed by the Customer Accounts. 7. Maintain all account balance information for the Customer Accounts and daily and monthly purchase summaries expressed in Shares and dollar amounts. 8. Settle purchase order and redemption requests placed by Administrator on behalf of the Customer Accounts in accordance with the terms of each Fund’s 's prospectus. 9. Prepare file or transmit all Federal, state and local government reports and returns as required by law with respect to each account maintained on behalf of a Customer Account.

About Victory. The names “"Victory Portfolios” and “", "Victory Portfolios II” " and "Victory Portfolios III" refer to as the Trusts created under a Certificate of Trust, as amended, filed at the office of the State Secretary of Delaware. The obligations of “Victory Portfolios” and “Victory Portfolios II” each Trust entered into in the name or on behalf thereof by any of the Trustees, representatives or agents are made not individually but in such capacities, and are not binding upon any of the Trustees, Shareholders, representatives or agents of the relevant Trust personally, but bind only each Trust’s 's Property (as defined in the relevant Trust Instrument), and all persons dealing with any class of Shares of the relevant Trust must look solely to the relevant Trust’s 's Property belonging to such class for the enforcement of any claims against the relevant Trust. Each Trust has entered into this Agreement with respect to some or all of its Funds individually, and not jointly. The rights and obligations of each Trust described in this Agreement apply to each individual Fund. No Fund shall have any liability for any costs or expenses incurred by any other Fund. In seeking to enforce a claim against any Fund, Administrator shall look to the assets only of that Fund and not to the assets of any other Fund. Victory Portfolios, on behalf of its Funds individually and not jointly By: Name: Xxxxxxxxxxx Xxxx Title: President Victory Portfolios III, on behalf of its Funds individually and not jointly By: Name: Title: Victory Portfolios II, on behalf of its Funds individually and not jointly By: Name: Xxxxxxxxxxx Xxxx Title: President [Signature Page to Third Party Administration Service Agreement] SCHEDULE A The Services Administrator shall perform the following services, all in accordance with the terms of this Agreement: 1. Maintain separate records for each Customer Account, which records shall reflect Shares purchased and redeemed, including the date and price for all transactions, and Share balances. 2. Disburse or credit to the Customer Accounts, and maintain records of, all proceeds of redemption of shares and all other distributions not reinvested in Shares. 3. Prepare, and transmit to each Customer Account periodic account statements showing the total number of Shares owned by each Customer Account as of the statement closing date, purchases and redemptions of Shares by the Customer Account during the period covered by the statement, and the dividends and other distributions paid to the Customer Account during the statement period (whether paid in cash or reinvested in Shares.) 4. Transmit to the relevant Trust or its designee purchase orders and redemption requests placed by Customer Accounts. 5. Transmit to the relevant Trust or its designee such periodic reports as the Trust shall reasonably conclude are necessary to enable the relevant Trust to comply with federal or state law requirements. 6. Transmit to the Benefit Plans confirmations of purchase orders and redemption requests placed by the Customer Accounts. 7. Maintain all account balance information for the Customer Accounts and daily and monthly purchase summaries expressed in Shares and dollar amounts. 8. Settle purchase order and redemption requests placed by Administrator on behalf of the Customer Accounts in accordance with the terms of each Fund’s 's prospectus. 9. Prepare file or transmit all Federal, state and local government reports and returns as required by law with respect to each account maintained on behalf of a Customer Account.

About Victory. The names “Victory Portfolios” and “Victory Portfolios II” refer to the Trusts created under a Certificate of Trust, as amended, filed at the office of the State Secretary of Delaware. The obligations of “Victory Portfolios” and “Victory Portfolios II” entered into in the name or on behalf thereof by any of the Trustees, representatives or agents are made not individually but in such capacities, and are not binding upon any of the Trustees, Shareholders, representatives or agents of the relevant Trust personally, but bind only each Trust’s Property (as defined in the relevant Trust Instrument), and all persons dealing with any class of Shares of the relevant Trust must look solely to the relevant Trust’s Property belonging to such class for the enforcement of any claims against the relevant Trust. Each Trust has entered into this Agreement with respect to some or all of its Funds individually, and not jointly. The rights and obligations of each Trust described in this Agreement apply to each individual Fund. No Fund shall have any liability for any costs or expenses incurred by any other Fund. In seeking to enforce a claim against any Fund, Administrator shall look to the assets only of that Fund and not to the assets of any other Fund. Victory Portfolios, on behalf of its Funds individually and not jointly Name: Xxxxxxxxxxx Xxxx Title: President Victory Portfolios II, on behalf of its Funds individually and not jointly By: By: Name: Xxxxxxxxxxx Xxxx Name: Xxxxxxxxxxx Xxxx Title: President Title: President Administrator shall perform the following services, all in accordance with the terms of this Agreement: 1. Maintain separate records for each Customer Account, which records shall reflect Shares purchased and redeemed, including the date and price for all transactions, and Share balances. 2. Disburse or credit to the Customer Accounts, and maintain records of, all proceeds of redemption of shares and all other distributions not reinvested in Shares. 3. Prepare, and transmit to each Customer Account periodic account statements showing the total number of Shares owned by each Customer Account as of the statement closing date, purchases and redemptions of Shares by the Customer Account during the period covered by the statement, and the dividends and other distributions paid to the Customer Account during the statement period (whether paid in cash or reinvested in Shares.) 4. Transmit to the relevant Trust or its designee purchase orders and redemption requests placed by Customer Accounts. 5. Transmit to the relevant Trust or its designee such periodic reports as the Trust shall reasonably conclude are necessary to enable the relevant Trust to comply with federal or state law requirements. 6. Transmit to the Benefit Plans confirmations of purchase orders and redemption requests placed by the Customer Accounts. 7. Maintain all account balance information for the Customer Accounts and daily and monthly purchase summaries expressed in Shares and dollar amounts. 8. Settle purchase order and redemption requests placed by Administrator on behalf of the Customer Accounts in accordance with the terms of each Fund’s prospectus. 9. Prepare file or transmit all Federal, state and local government reports and returns as required by law with respect to each account maintained on behalf of a Customer Account.