GLOBAL CUSTODIAL SERVICES AGREEMENT

AMENDMENT NO. 1

GLOBAL CUSTODIAL SERVICES AGREEMENT

THIS AMENDMENT made as of April 24th, 2023 ("Amendment") to that certain Global Custodial Services Agreement dated as of March 22nd, 2019 (as amended and in effect as of the date hereof, "Agreement"), by and between Victory Portfolios III (fka USAA Mutual Funds Trust) ("Client") and Citibank. N.A. ("Custodian" 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 Custodian performs certain custodial services for the Client pursuant to the Agreement;

WHEREAS, the Client has decided to change the names of 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 1)

Schedule 1 of the Agreement is deleted and replaced with Schedule 1 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 Portfolios III		Citibank, N.A.
By:	/s/ Xxxxxxxxxxx Xxxx	By:	/s/ Xxxxxxx X. Xxxxxx
Name:	Xxxxxxxxxxx Xxxx	Name:	Xxxxxxx X. Xxxxxx
Title:	President	Title:	Managing Director
Date:	April 24, 2023	Date:	April 21st, 2023

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Schedule 1 to Global Custodial Services Agreement

List of Funds (as of April 24, 2023)

	Old Name	New Name (as of April 24, 2023)
USAA Mutual Funds Trust		Victory Portfolios III
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
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 3