BY-LAWS
OF
June 8, 2017
ARTICLE 1
AGREEMENT AND DECLARATION OF TRUST AND PRINCIPAL OFFICE
1.1AGREEMENT AND DECLARATION OF TRUST. These By-laws shall be subject to the Master Trust Agreement, as from time to time in effect ("Declaration of Trust"), of USAA ETF Trust, the Delaware statutory trust established by the Declaration of Trust (the "Trust"). Capitalized terms used and not defined herein are used herein as defined in the Declaration of Trust.
1.2PRINCIPAL OFFICE OF THE TRUST. The principal office of the Trust shall be located in San Antonio,
Texas.
ARTICLE 2
2.3NOTICE. It shall be sufficient notice to a Trustee of a special meeting to send notice by mail at least forty- eight hours or by telegram at least twenty-four hours before the meeting addressed to the Trustee at his or her usual or last known business or residence address or to give notice to him or her in person or by telephone, facsimile or other electronic means at least twenty-four hours before the meeting. Notice of a meeting need not be given to any Trustee if a written waiver of notice, executed by him or her before or after the meeting, is filed with the records of the meeting, or to any Trustee who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.
2.4QUORUM; ADJOURNMENT; VOTE REQUIRED FOR ACTION. At any meeting of the Trustees, a majority of the Trustees then in office shall constitute a quorum. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice. At the adjourned meeting, the Trustees may transact any business which might have been transacted at the original meeting. Except in cases where the Declaration of Trust or these By-laws otherwise provide, the vote of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Trustees.
agreement may not be taken by Trustees at a telephonic meeting unless otherwise permitted under the Investment Company Act of 1940, as amended ("1940 Act"). Participation by such means shall constitute presence in person at a meeting.
ARTICLE 3
3.4SPECIAL MEETINGS. Special meetings of the Board of Trustees may be held at any time upon the call of the President or any two (2) Trustees of the Trust. The Secretary shall give notice of such special meeting by mailing the same at least three (3) days or by telegraphing, telephoning, faxing or e-mailing the same at least one
(1)day before the meeting to each Trustee. Notice of the time, place and purpose of such meeting may be waived in accordance with Section 2.3 of these By-laws. Attendance of a Trustee at such meeting shall also constitute a waiver of notice thereof, except where he attends for the announced purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Except as otherwise herein provided, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Trustees need be specified in the notice or waiver of notice of such meeting.
3.5QUORUM AND MANNER OF ACTING. A majority of the number of Trustees fixed by these By-laws as from time to time amended shall constitute a quorum for the transaction of business, but a smaller number may adjourn from time to time until they can secure the attendance of a quorum. The act of a majority of the Trustees present at any meeting at which a quorum is present shall be the act of the Board of Trustees, except as otherwise expressly required under the provisions of the 1940 Act, or where a larger vote is required by law, the Declaration of Trust or these By-laws. Any regular or special meeting of the Board of Trustees may be adjourned from time to time by those present, whether a quorum is present or not.
3.6ACTION WITHOUT MEETING. Subject to the provisions of the 1940 Act, any action permitted or required by law, these By-laws or by the Declaration of Trust, to be taken at a meeting of the Board of Trustees or any committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by a majority of the members of the Board of Trustees or of such committee unless a different amount is expressly provided in the Declaration of Trust or these By-laws, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting, and may be stated as such in any document or instrument filed with the Secretary of State of the State of Delaware or otherwise.
ARTICLE 4
4.1ENUMERATION; QUALIFICATION. The officers of the Trust shall be a President, a Treasurer, a Secretary, a Chief Compliance Officer and such other officers, including Vice Presidents, if any, as the Trustees from time to time may in their discretion elect. The Trust may also have such agents as the Trustees from time to time may in their discretion appoint. Any officer may be, but none need be, a Trustee or a beneficial owner of the Trust or any Sub-Trust. Any two or more offices, except the President and Vice President, may be held by the same person.
4.4POWERS. Subject to the other provisions of these By-Laws, each officer shall have, in addition to the duties and powers herein and in the Declaration of Trust set forth, such duties and powers as are commonly incident to the office occupied by him or her as if the Trust were organized as a Delaware business corporation and such other duties and powers as the Trustees may from time to time designate.
4.7TREASURER. The Treasurer shall be the chief financial and accounting officer of the Trust and each Sub- Trust, and shall, subject to the provisions of the Declaration of Trust and to any arrangement made by the Trustees with a custodian, investment adviser or manager, or transfer, shareholder servicing or similar agent, be in charge of the valuable papers, books of account and accounting records of the Trust and each Sub-Trust, and shall have such other duties and powers as may be designated from time to time by the Trustees or by the President.
ARTICLE 5
5.1GENERAL. The Trustees, by vote of a majority of the Trustees then in office, may elect from their number an Executive Committee or other committees and may delegate thereto some or all of their powers except those which by law, by the Declaration of Trust, or by these By-laws may not be delegated. Except as the Trustees may otherwise determine, any such committee may make rules for the conduct of its business, but unless otherwise provided by the Trustees or in such rules, its business shall be conducted so far as possible in the same manner as is provided by these By-laws for the Trustees themselves. All members of such committees shall hold such offices at the pleasure of the Trustees. The Trustees may abolish any such committee at any time. Any committee to which the Trustees delegate any of their powers or duties shall keep records of its meetings and shall report its action to the Trustees. The Trustees shall have power to rescind any action of any committee, but no such rescission shall have retroactive effect.
ARTICLE 6
ARTICLE 7
7.1 GENERAL. The fiscal year of the Trust shall be fixed by resolution of the Trustees.
ARTICLE 8
8.1GENERAL. The seal of the Trust shall consist of a flat-faced die with the word "Delaware," together with the name of the Trust and the year of its organization cut or engraved thereon, but, unless otherwise required by the Trustees, the seal shall not be necessary to be placed on, and its absence shall not impair the validity of, any document, instrument or other paper executed and delivered by or on behalf of the Trust or any Sub-Trust.
ARTICLE 9
9.1GENERAL. Except as the Trustees may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, contracts, notes and other obligations made by the Trustees, the Trust or any Sub-Trust shall be signed by the President, any Vice President, Secretary, Assistant Secretary or by the Treasurer and need not bear the seal of the Trust.
ARTICLE 10
10.1SHARE CERTIFICATES. Neither the Trust nor any Sub-Trust or class thereof shall issue certificates certifying the ownership of Shares of the Trust or such Sub-Trust or class thereof, unless the Trustees may otherwise specifically authorize such certificates.
10.2REGISTERED HOLDERS. Unless required by applicable law or the Declaration of Trust, the Trust and each Sub-Trust shall be entitled to recognize the exclusive right of a person registered on its (or, in the case of a Sub-Trust, the Trust's) books as the owner of Shares, entitled to exercise and enjoy all rights as such, and shall not be bound to recognize any equitable or other claim to or interest in such Share(s) on the part of any other person, whether or not it has express or other notice thereof.
ARTICLE 11
DEALINGS WITH TRUSTEES AND OFFICERS
11.1GENERAL. Any Trustee, officer or other agent of the Trust may acquire, own and dispose of Shares of the Trust or any Sub-Trust or class thereof to the same extent as if he or she were not a Trustee, officer or agent; and the Trustees may accept subscriptions to Shares or repurchase Shares from any person in which any Trustee, officer or other agent of the Trust or any Sub-Trust may have an interest.
ARTICLE 12
12.1GENERAL. These By-laws may be amended or repealed, in whole or in part, by a majority of the Trustees then in office at any meeting of the Trustees, or by one or more writings signed by such a majority.