AMENDMENT NO. 13
AMENDMENT NO. 13
SUB-ADMINISTRATION AND SUB-FUND ACCOUNTING
SERVICES AGREEMENT
THIS AMENDMENT made as of April 24th, 2023 ("Amendment") to that certain Sub- Administration and Sub-Fund Accounting Services Agreement dated as of October 1, 2015 (as amended and in effect as of the date hereof, "Agreement"), by and between Victory Capital Management Inc. ("Client") and Citi Fund Services Ohio, Inc. ("Service Provider" and, with the Client, referred to herein individually as "Party" and collectively as "Parties"). All capitalized terms used but not defined herein shall have the meaning given to them in the Agreement.
WHEREAS, the Service Provider performs certain sub-administrative and sub-accounting services for the Client pursuant to the Agreement;
WHEREAS, the Client has become the investment advisor and fund administrator of certain new funds and is changing the names of other funds reflected on Schedule 6 of the Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties hereby agree as follows:
1.List of Funds (Schedule 6)
Schedule 6 of the Agreement is deleted and replaced with Schedule 6 attached hereto.
2.Representations and Warranties.
(a)Each Party represents and warrants to the other that it has full power and authority to enter into and perform this Amendment, that this Amendment has been duly authorized and, when executed and delivered by it, will constitute a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.
(b)The Client represents that it has provided this Amendment to the Boards.
3.Miscellaneous.
(a)This Amendment supplements and amends the Agreement. The provisions set forth in this Amendment supersede all prior negotiations, understandings and agreements bearing upon the subject matter covered herein, including any conflicting provisions of the Agreement or any provisions of the Agreement that directly cover or indirectly bear upon matters covered under this Amendment.
(b)Each reference to the Agreement in the Agreement and in every other agreement, contract or instrument to which the Parties are bound, shall hereafter be construed as a reference to the Agreement as separately amended by this Amendment. Except as
provided in this Amendment, the provisions of the Agreement remain in full force and effect. No amendment or modification to this Amendment shall be valid unless made in writing and executed by each Party hereto.
(c)Paragraph headings in this Amendment are included for convenience only and are not to be used to construe or interpret this Amendment.
(d)This Amendment may be executed in counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same agreement.
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed all as of the day and year first above written.
Victory Capital Management Inc. |
Citi Fund Services Ohio, Inc. | ||
By: |
/s/ Xxxxxxx Xxxxxxxxx |
By: |
/s/ Xxxxxxx X. Xxxxxx |
Name: |
Xxxxxxx Xxxxxxxxx |
Name: |
Xxxxxxx X. Xxxxxx |
Title: |
President, CFO & CAO |
Title: |
Managing Director |
Date: |
April 24, 2023 |
Date: |
April 21st, 2023 |
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2
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Schedule 6 to Services Agreement |
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List of Funds (as of April 24, 2023) |
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Old Name |
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New Name (as of April 24, 2023) |
Victory Portfolios |
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1. |
Victory Diversified Stock Fund |
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2. |
Victory Floating Rate Fund |
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3. |
Victory Global Energy Transition Fund |
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4. |
Victory High Income Municipal Bond Fund |
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5. |
Victory High Yield Fund |
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6. |
Victory INCORE Fund for Income |
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7. |
Victory INCORE Investment Grade Convertible Fund |
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8. |
Victory INCORE Low Duration Bond Fund |
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9. |
Victory INCORE Total Return Bond Fund |
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10. |
Victory Integrity Discovery Fund |
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11. |
Victory Integrity Mid-Cap Value Fund |
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12. |
Victory Integrity Small-Cap Value Fund |
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13. |
Victory Integrity Small/Mid-Cap Value Fund |
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14. |
Victory Munder Mid-Cap Core Growth Fund |
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15. |
Victory Munder Multi-Cap Fund |
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16. |
Victory RS Global Fund |
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17. |
Victory RS Growth Fund |
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18. |
Victory RS International Fund |
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19. |
Victory RS Investors Fund |
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20. |
Victory RS Large Cap Alpha Fund |
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21. |
Victory RS Mid Cap Growth Fund |
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22. |
Victory RS Partners Fund |
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23. |
Victory RS Science and Technology Fund |
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24. |
Victory RS Select Growth Fund |
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25. |
Victory RS Small Cap Equity Fund |
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26. |
Victory RS Small Cap Growth Fund |
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27. |
Victory RS Value Fund |
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28. |
Victory S&P 500 Index Fund |
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29. |
Victory Xxxxxx Emerging Markets Fund |
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30. |
Victory Special Value Fund |
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31. |
Victory Strategic Allocation Fund |
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32. |
Victory Sycamore Established Value Fund |
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33. |
Victory Sycamore Small Company Opportunity Fund |
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34. |
Victory Tax-Exempt Fund |
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35. |
Victory Trivalent International Fund-Core Equity |
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36. |
Victory Trivalent International Small-Cap Fund |
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37. |
Victory THB US Small Opportunities Fund |
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** Pending Launch |
3 |
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Old Name |
New Name (as of April 24, 2023) |
Victory Variable Insurance Funds |
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1. |
Victory High Yield VIP Series |
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2. |
Victory RS International VIP Series |
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3. |
Victory RS Large Cap Alpha VIP Series |
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4. |
Victory RS Small Cap Growth Equity VIP Series |
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5. |
Victory 500 Index VIP Series |
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6. |
Victory Xxxxxx Emerging Markets VIP Series |
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Victory Portfolios II – Mutual Funds |
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1. Victory US 500 Enhanced Volatility Wtd Index Fund |
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2. Victory Market Neutral Income Fund |
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Victory Portfolios II – ETFs |
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1. |
VictoryShares Developed Enhanced Volatility Wtd ETF |
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2. |
VictoryShares Dividend Accelerator ETF |
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3. |
VictoryShares International High Div Volatility Wtd ETF |
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4. |
VictoryShares International Volatility Wtd ETF |
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5. |
VictoryShares US 500 Enhanced Volatility Wtd ETF |
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6. |
VictoryShares US 500 Volatility Wtd ETF |
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7. |
VictoryShares US Discovery Enhanced Volatility Wtd ETF |
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8. |
VictoryShares US EQ Income Enhanced Volatility Wtd ETF |
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9. |
VictoryShares US Large Cap High Div Volatility Wtd ETF |
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10. |
VictoryShares US Multi-Factor Minimum Volatility ETF |
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11. |
VictoryShares US Small Cap Volatility Wtd ETF |
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12. |
VictoryShares US Small Cap High Div Volatility Wtd ETF |
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13. |
VictoryShares USAA Core Intermediate-Term Bond ETF |
VictoryShares Core Intermediate Bond ETF |
14. |
VictoryShares USAA Core Short-Term Bond ETF |
VictoryShares Short-Term Bond ETF |
15. |
VictoryShares Emerging Markets Value Momentum ETF |
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16. |
VictoryShares International Value Momentum ETF |
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17. |
VictoryShares US Small Mid Cap Value Momentum ETF |
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18. |
VictoryShares US Value Momentum ETF |
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19. |
VictoryShares NASDAQ Next 50 ETF |
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20. |
VictoryShares THB Mid Cap ESG ETF |
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21. |
VictoryShares ESG Core Plus Bond ETF |
VictoryShares Core Plus Intermediate Bond ETF |
22. |
VictoryShares ESG Corporate Bond ETF |
VictoryShares Corporate Bond ETF |
23. |
VictoryShares WestEnd US Sector ETF |
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24. |
VictoryShares Free Cash Flow ETF ** |
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25. |
VictoryShares Small Cap Free Cash Flow ETF ** |
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USAA Mutual Funds Trust |
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1. |
USAA Cornerstone Aggressive Fund |
Victory Cornerstone Aggressive Fund |
2. |
USAA Cornerstone Conservative Fund |
Victory Cornerstone Conservative Fund |
3. |
USAA Cornerstone Equity Fund |
Victory Cornerstone Equity Fund |
4. |
USAA Cornerstone Moderate Fund |
Victory Cornerstone Moderate Fund |
5. |
USAA Cornerstone Moderately Aggressive Fund |
Victory Cornerstone Moderately Aggressive Fund |
6. |
USAA Cornerstone Moderately Conservative Fund |
Victory Cornerstone Moderately Conservative Fund |
7. |
USAA Growth and Tax Strategy Fund |
Victory Growth and Tax Strategy Fund |
8. |
USAA Target Managed Allocation Fund |
Victory Target Managed Allocation Fund |
9. |
USAA Target Retirement 2030 Fund |
Victory Target Retirement 2030 Fund |
10. |
USAA Target Retirement 2040 Fund |
Victory Target Retirement 2040 Fund |
11. |
USAA Target Retirement 2050 Fund |
Victory Target Retirement 2050 Fund |
12. |
USAA Target Retirement 2060 Fund |
Victory Target Retirement 2060 Fund |
** Pending Launch |
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Old Name |
New Name (as of April 24, 2023) |
13. |
USAA Target Retirement Income Fund |
Victory Target Retirement Income Fund |
14. |
USAA Aggressive Growth Fund |
Victory Aggressive Growth Fund |
15. |
USAA Capital Growth Fund |
Victory Capital Growth Fund |
16. |
USAA Emerging Markets Fund |
Victory Emerging Markets Fund |
17. |
USAA Growth & Income Fund |
Victory Growth & Income Fund |
18. |
USAA Growth Fund |
Victory Growth Fund |
19. |
USAA International Fund |
Xxxxxxx Xxxxxxxxxxxxx Fund |
20. |
USAA Science & Technology Fund |
Victory Science & Technology Fund |
21. |
USAA Small Cap Stock Fund |
Victory Small Cap Stock Fund |
22. |
USAA Sustainable World Fund |
Victory Sustainable World Fund |
23. |
USAA Value Fund |
Victory Value Fund |
24. |
USAA 500 Index Fund |
Victory 500 Index Fund |
25. |
USAA Extended Market Index Fund |
Victory Extended Market Index Fund |
26. |
USAA Nasdaq-100 Index Fund |
Victory Nasdaq-100 Index Fund |
27. |
USAA Global Equity Income Fund |
Victory Global Equity Income Fund |
28. |
USAA Global Managed Volatility Fund |
Victory Global Managed Volatility Fund |
29. |
USAA Income Stock Fund |
Victory Income Stock Fund |
30. |
USAA Precious Metals and Minerals Fund |
Victory Precious Metals and Minerals Fund |
31. |
USAA California Bond Fund |
Victory California Bond Fund |
32. |
USAA Government Securities Fund |
Victory Government Securities Fund |
33. |
USAA High Income Fund |
Victory High Income Fund |
34. |
USAA Income Fund |
Victory Income Fund |
35. |
USAA Intermediate-Term Bond Fund |
Victory Core Plus Intermediate Bond Fund |
36. |
USAA Money Market Fund |
Victory Money Market Fund |
37. |
USAA New York Bond Fund |
Victory New York Bond Fund |
38. |
USAA Short-Term Bond Fund |
Victory Short-Term Bond Fund |
39. |
USAA Tax Exempt Intermediate-Term Fund |
Victory Tax Exempt Intermediate-Term Fund |
40. |
USAA Tax Exempt Long-Term Fund |
Victory Tax Exempt Long-Term Fund |
41. |
USAA Tax Exempt Money Market Fund |
Victory Tax Exempt Money Market Fund |
42. |
USAA Tax Exempt Short-Term Fund |
Victory Tax Exempt Short-Term Fund |
43. |
USAA Treasury Money Market Trust |
Victory Treasury Money Market Trust |
44. |
USAA Ultra Short-Term Bond Fund |
Victory Ultra Short-Term Bond Fund |
45. |
USAA Xxxxxxxx Xxxx Fund |
Victory Xxxxxxxx Xxxx Fund |
** Pending Launch |
5 |