EXPENSE LIMITATION AGREEMENT
USAA MUTUAL FUNDS TRUST
THIS AGREEMENT, amended and restated effective as of June 29, 2022, by and between Victory Capital Management Inc. (the “Investment Adviser”) and USAA Mutual Funds Trust, a Delaware statutory trust (the “Trust”), on behalf of each series portfolio listed on Schedule A hereto, (each a “Fund” and collectively the “Funds”) individually, and not jointly;
WHEREAS, the Trust is an open-end management investment company of a series type registered with the Securities and Exchange Commission (the “Commission”) under the Investment Company Act of 1940, as amended (the “1940 Act”), and each Fund is a series of the Trust; and
WHEREAS, the Trust and the Investment Adviser have entered into an investment advisory agreement on behalf of the Funds (the “Advisory Agreement”), pursuant to which the Investment Adviser provides investment advisory services to the Funds for compensation based on the value of the average daily net assets of each Fund; and
WHEREAS, the Trust and the Investment Adviser have determined that it is appropriate and in the best interests of each Fund and its shareholders to maintain each Fund’s aggregate expenses below a level which may normally be incurred by the Fund;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1.Expense Limitation.
1.1.Applicable Expense Limitation. To the extent that the aggregate expenses incurred by a Fund in any month, including but not limited to investment advisory fees of the Investment Adviser (but excluding acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures which are capitalized in accordance with generally accepted accounting principles, and otherextraordinary expenses not incurred in the ordinary course of such Fund’s business), exceed the OperatingExpense Limit, as defined in Section 1.2 below, such excess amount shall be the liability of the Investment Adviser.
1.2.Operating Expense Limit. The maximum Operating Expense Limit in any year with respect to each Fund shall be the amount specified in Schedule A based on a percentage of the average daily net assets of the relevant class of shares of each Fund.
2.Term and Termination of Agreement.
This Agreement shall become effective on the date stated above only if approved by the Board of Trustees of the Trust (“Board”) and by a majority of the Trustees who (i) are not “interested persons” of the Trust or any other party to this Agreement, as defined in the 1940 Act, and (ii) have no direct or indirect financial interest in the operation of this Agreement. This Agreement shall remain in effect with respect to each Fund for the period shown on Schedule A, unless the Board approves otherwise. The Investment Adviser may extend the duration of any Operating Expense Limit for any Fund by delivering a revised Agreement to the Trust reflecting such extension. This Agreement shall terminate with respect to any Fund upon termination of the Advisory Agreement on behalf of that Fund.
1
3.Recovery of Excess Expenses.
3.1Repayment. To the extent that the Investment Adviser has waived all or part of its fees and/or reimbursed any of a Fund’s expenses to satisfy its liability for amounts in excess of that Fund’s Operating Expense Limit, the Investment Adviser may, if the Advisory Agreement is still in effect on behalf of that Fund, seek from that Fund repayment of such amounts for up to three years after the date the Investment Adviser waived any such fees and/or reimbursed any such expenses. Subject to the above described requirement that the Advisory Agreement be in effect and the three year time limitation, the right of the Investment Adviser to repayment from a Fund under this Section 3.1 shallsurvive the termination of this Agreement with respect to that Fund.
3.2Agreement to Reimburse Investment Adviser for Extra Waivers. Each USAA Money Market Fund hereby agrees to reimburse the Investment Adviser for any Extra Waivers (i.e., voluntary fee waivers and/or expense reimbursements made in excess of waivers and reimbursements that are necessary to comply with any Operating Expense Limit in effect at the time of such Extra Waivers), provided that: (a) a USAA Money Market Fund is not obligated to reimburse any such Extra Waivers more than three years after the date in which the Extra Waiver was made by the Investment Adviser; and (b) a USAA Money Market Fund will not pay reimbursements to the Investment Adviser for Extra Waivers to the extent such payments would cause either (i) the USAA Money Market Fund’s net yield to fall below the USAA Money Market Fund’s Minimum Yield at the time of the Extra Waiver or (ii) the USAA Money Market Fund’s expenses to exceed either (1) the Operating Expense Limit in effect at the time of the Extra Waiver, or (2) the Operating Expense Limit in effect at the time the Investment Adviser seeks such reimbursement. Any amounts repaid pursuant to this paragraph will be reported to the Trust’s Board of Trustees at its first regular meeting following the quarter in which the repayment occurred. Subject to the requirement described in the Agreement that the Advisory Agreement be in effect and the three-year time limitation set forth in clause (a) of this paragraph, the right of the Investment Adviser to reimbursement from a USAA Money Market Fund under this section shall survive the termination of the Agreement with respect to that USAA Money Market Fund.
3.3Limitations on Repayments. A Fund will make no repayment if during the year in which the Investment Adviser seeks such repayments, the fund’s operating expenses exceed either (a) the Operating Expense Limit in effect at the time of the original fee waiver or expense reimbursement, or (b) the Operating Expense Limit in effect at the time the Investment Adviser seeks such repayment. Any amounts repaid pursuant to Section 3.1 of this Agreement shall not include any additional charges, fees or interest.
3.4Board Reports. Any amounts repaid pursuant to Section 3.1 of this Agreement will be reported to the Trust’s Board of Trustees at its first regular meeting following the quarter in which the repayment occurred.
4.Performance Fees. The amount of any waivers or reimbursements under Section 1 and the amount of any repayments under Section 3 shall be calculated without regard to the impact of any performance adjustment to the Fund’s advisory fee under the respective investment advisory agreement with the Investment Adviser.
5.Miscellaneous.
5.1.Captions. The captions in this Agreement are included for convenience of reference only and in no other way define or delineate any of the provisions hereof or otherwise affect their construction or effect.
5.2.Interpretation. Nothing herein contained shall be deemed to require the Trust or the Funds to take any action contrary to the Trust’s Declaration of Trust or Bylaws, or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Trust’s Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust or the Funds.
2
5.3.Definitions. Any questions of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from the terms and provisions of the Advisory Agreement or the 1940 Act, shall have the same meaning as and be resolved by reference to such Advisory Agreement or the 1940 Act.
3
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective officers thereunto duly authorized and their respective corporate seals to be hereunto affixed, as of the day and year first above written.
USAA MUTUAL FUNDS TRUST, on behalf of each Fund listed on Schedule A, individually and not jointly
By: |
/s/ Xxxxxxxxxxx Xxxx |
Name: |
Xxxxxxxxxxx X. Xxxx |
Title: |
President |
VICTORY CAPITAL MANAGEMENT INC.
By: |
/s/ Xxxxxxx Xxxxxxxxx |
Name: |
Xxxxxxx X. Xxxxxxxxx |
Title: |
President, Chief Financial Officer and |
|
Chief Administrative Officer |
SCHEDULE A
TO THE EXPENSE LIMITATION AGREEMENT
DATED June 29, 2022
OPERATING EXPENSE LIMITS
Fund/Class |
Maximum |
Effective Date of |
Date of |
Operating |
|||
March 31 FYE Funds |
Expense Limit |
Waiver |
Termination |
USAA California Bond Fund Class A |
0.80% |
June 29, 2022 |
July 31, 2023 |
USAA California Bond Fund Shares |
0.54% |
June 29, 2022 |
July 31, 2023 |
USAA California Bond Institutional Shares |
0.50% |
June 29, 2022 |
July 31, 2023 |
USAA Global Equity Income Fund |
0.90% |
June 29, 2022 |
July 31, 2023 |
Institutional Shares |
|
|
|
USAA Global Equity Income Fund Shares |
1.00% |
June 29, 2022 |
July 31, 2023 |
USAA New York Bond Fund Class A |
0.90% |
June 29, 2022 |
July 31, 2023 |
USAA New York Bond Fund Shares |
0.65% |
June 29, 2022 |
July 31, 2023 |
USAA New York Bond Institutional Shares |
0.61% |
June 29, 2022 |
July 31, 2023 |
USAA Target Managed Allocation Fund |
0.65% |
June 29, 2022 |
July 31, 2023 |
USAA Tax Exempt Intermediate-Term |
0.75% |
June 29, 2022 |
July 31, 2023 |
Fund Class A |
|
|
|
USAA Tax Exempt Intermediate-Term |
0.48% |
June 29, 2022 |
July 31, 2023 |
Fund Shares |
|
|
|
USAA Tax Exempt Intermediate-Term |
0.44% |
June 29, 2022 |
July 31, 2023 |
Institutional Shares |
|
|
|
USAA Tax Exempt Long-Term Fund Class A |
0.70% |
June 29, 2022 |
July 31, 2023 |
USAA Tax Exempt Long-Term Fund Shares |
0.48% |
June 29, 2022 |
July 31, 2023 |
USAA Tax Exempt Long-Term Institutional |
0.44% |
June 29, 2022 |
July 31, 2023 |
Shares |
|
|
|
USAA Tax Exempt Money Market Fund |
0.56% |
June 29, 2022 |
July 31, 2023 |
USAA Tax Exempt Short-Term Fund Class |
0.75% |
June 29, 2022 |
July 31, 2023 |
A |
|
|
|
USAA Tax Exempt Short-Term Fund Shares |
0.51% |
June 29, 2022 |
July 31, 2023 |
USAA Tax Exempt Short-Term Institutional |
0.47% |
June 29, 2022 |
July 31, 2023 |
Shares |
|
|
|
USAA Xxxxxxxx Xxxx Fund Class A |
0.80% |
June 29, 2022 |
July 31, 2023 |
USAA Xxxxxxxx Xxxx Fund Shares |
0.54% |
June 29, 2022 |
July 31, 2023 |
USAA Xxxxxxxx Xxxx Institutional Shares |
0.50% |
June 29, 2022 |
July 31, 2023 |
A-1
Fund/Class |
Maximum |
Effective Date |
|
Operating |
Date of Termination |
||
May 31 FYE Funds |
Expense Limit |
of Waiver |
|
USAA Cornerstone Aggressive Fund |
1.10% |
June 29, 2022 |
September |
|
|
|
30, 2023 |
USAA Cornerstone Conservative Fund |
0.10% |
June 29, 2022 |
September |
|
|
|
30, 2023 |
USAA Cornerstone Equity Fund |
0.10% |
June 29, 2022 |
September |
|
|
|
30, 2023 |
USAA Cornerstone Moderate Fund |
1.00% |
June 29, 2022 |
September |
|
|
|
30, 2023 |
USAA Cornerstone Moderately Aggressive |
0.98% |
June 29, 2022 |
September |
Fund |
|
|
30, 2023 |
USAA Cornerstone Moderately |
0.90% |
June 29, 2022 |
September |
Conservative Fund |
|
|
30, 2023 |
USAA Emerging Markets Fund Class A |
1.75% |
June 29, 2022 |
September |
|
|
|
30, 2023 |
USAA Emerging Markets Fund |
1.29% |
June 29, 2022 |
September |
Institutional Shares |
|
|
30, 2023 |
USAA Emerging Markets Fund Shares |
1.48% |
June 29, 2022 |
September |
|
|
|
30, 2023 |
USAA Government Securities Fund Class A |
0.75% |
June 29, 2022 |
September |
|
|
|
30, 2023 |
USAA Government Securities Fund |
0.39% |
June 29, 2022 |
September |
Institutional Shares |
|
|
30, 2023 |
USAA Government Securities Fund R6 |
0.35% |
June 29, 2022 |
September |
Shares |
|
|
30, 2023 |
USAA Government Securities Fund Shares |
0.48% |
June 29, 2022 |
September |
|
|
|
30, 2023 |
USAA Growth and Tax Strategy Fund |
0.61% |
June 29, 2022 |
September |
Shares |
|
|
30, 2023 |
USAA Growth and Tax Strategy Fund |
0.57% |
June 29, 2022 |
September |
Institutional Shares |
|
|
30, 2023 |
USAA Growth and Tax Strategy Fund Class |
0.86% |
June 29, 2022 |
September |
A |
|
|
30, 2023 |
USAA Growth and Tax Strategy Fund Class |
1.61% |
June 29, 2022 |
September |
C |
|
|
30, 2023 |
USAA International Fund Class A |
1.35% |
June 29, 2022 |
September |
|
|
|
30, 2023 |
USAA International Fund Institutional |
0.99% |
June 29, 2022 |
September |
Shares |
|
|
30, 2023 |
USAA International Fund R6 Shares |
0.85% |
June 29, 2022 |
September |
|
|
|
30, 2023 |
USAA International Fund Shares |
1.06% |
June 29, 2022 |
September |
|
|
|
30, 2023 |
USAA Managed Allocation Fund |
0.74% |
June 29, 2022 |
September |
|
|
|
30, 2023 |
USAA Precious Metals and Minerals Fund |
1.34% |
June 29, 2022 |
September |
Class A |
|
|
30, 2023 |
A-2
USAA Precious Metals and Minerals Fund |
1.00% |
June 29, 2022 |
September |
Institutional Shares |
|
|
30, 2023 |
USAA Precious Metals and Minerals Fund |
1.27% |
June 29, 2022 |
September |
Shares |
|
|
30, 2023 |
USAA Treasury Money Market Trust |
0.35% |
June 29, 2022 |
September |
|
|
|
30, 2023 |
USAA World Growth Fund Class A |
1.35% |
June 29, 2022 |
September |
|
|
|
30, 2023 |
USAA World Growth Fund Institutional |
1.00% |
June 29, 2022 |
September |
Shares |
|
|
30, 2023 |
USAA World Growth Fund Shares |
1.09% |
June 29, 2022 |
November 30, |
|
|
|
2023 |
A-3
Fund/Class |
Maximum |
Effective Date |
|
Operating |
Date of Termination |
||
July 31 FYE Funds |
Expense Limit |
of Waiver |
|
USAA Aggressive Growth Fund |
0.70% |
June 29, 2022 |
November 30, |
Institutional Shares |
|
|
2023 |
USAA Aggressive Growth Fund Shares |
0.75% |
June 29, 2022 |
November 30, |
|
|
|
2023 |
USAA Capital Growth Fund Institutional |
1.10% |
June 29, 2022 |
November 30, |
Shares |
|
|
2023 |
USAA Capital Growth Fund Shares |
1.12% |
June 29, 2022 |
November 30, |
|
|
|
2023 |
USAA Growth & Income Fund Institutional |
0.84% |
June 29, 2022 |
November 30, |
Shares |
|
|
2023 |
USAA Growth & Income Fund Class A |
1.15% |
June 29, 2022 |
November 30, |
|
|
|
2023 |
USAA Growth & Income Fund Shares |
0.88% |
June 29, 2022 |
November 30, |
|
|
|
2023 |
USAA Growth Fund Institutional Shares |
0.88% |
June 29, 2022 |
November 30, |
|
|
|
2023 |
USAA Growth Fund Shares |
0.92% |
June 29, 2022 |
November 30, |
|
|
|
2023 |
USAA High Income Fund Class A |
1.00% |
June 29, 2022 |
November 30, |
|
|
|
2023 |
USAA High Income Fund Institutional |
0.73% |
June 29, 2022 |
November 30, |
Shares |
|
|
2023 |
USAA High Income Fund R6 Shares |
0.65% |
June 29, 2022 |
November 30, |
|
|
|
2023 |
USAA High Income Fund Shares |
0.83% |
June 29, 2022 |
November 30, |
|
|
|
2023 |
USAA Income Fund Class A |
0.77% |
June 29, 2022 |
November 30, |
|
|
|
2023 |
USAA Income Fund Institutional Shares |
0.46% |
June 29, 2022 |
November 30, |
|
|
|
2023 |
USAA Income Fund R6 Shares |
0.39% |
June 29, 2022 |
November 30, |
|
|
|
2023 |
USAA Income Fund Shares |
0.52% |
June 29, 2022 |
November 30, |
|
|
|
2023 |
USAA Income Fund Class C |
1.43% |
June 29, 2022 |
November 30, |
|
|
|
2023 |
USAA Income Stock Fund Institutional |
0.72% |
June 29, 2022 |
November 30, |
Shares |
|
|
2023 |
USAA Income Stock Fund R6 Shares |
0.65% |
June 29, 2022 |
November 30, |
|
|
|
2023 |
USAA Income Stock Fund Shares |
0.76% |
June 29, 2022 |
November 30, |
|
|
|
2023 |
USAA Intermediate-Term Fund Class A |
0.87% |
June 29, 2022 |
November 30, |
|
|
|
2023 |
USAA Intermediate-Term Fund Class C |
1.53% |
June 29, 2022 |
November 30, |
A-4
|
|
|
2023 |
USAA Intermediate-Term Fund |
0.52% |
June 29, 2022 |
November 30, |
Institutional Shares |
|
|
2023 |
USAA Intermediate-Term Fund R6 Shares |
0.39% |
June 29, 2022 |
November 30, |
|
|
|
2023 |
USAA Intermediate-Term Fund Shares |
0.59% |
June 29, 2022 |
November 30, |
|
|
|
2023 |
USAA Money Market Fund |
0.62% |
June 29, 2022 |
November 30, |
|
|
|
2023 |
USAA Science & Technology Fund Class A |
1.34% |
June 29, 2022 |
November 30, |
|
|
|
2023 |
USAA Science & Technology Fund Shares |
1.06% |
June 29, 2022 |
November 30, |
|
|
|
2023 |
A-5
USAA Short-Term Bond Fund Class A |
0.73% |
June 29, |
November 30, |
|
|
2022 |
2023 |
USAA Short-Term Bond Fund Institutional |
0.43% |
June 29, |
November 30, |
Shares |
|
2022 |
2023 |
USAA Short-Term Bond Fund R6 Shares |
0.39% |
June 29, |
November 30, |
|
|
2022 |
2023 |
USAA Short-Term Bond Fund Shares |
0.53% |
June 29, |
November 30, |
|
|
2022 |
2023 |
USAA Small Cap Stock Fund Institutional |
0.98% |
June 29, |
November 30, |
Shares |
|
2022 |
2023 |
USAA Small Cap Stock Fund Shares |
1.10% |
June 29, |
November 30, |
|
|
2022 |
2023 |
USAA Value Fund Class A |
1.27% |
June 29, |
November 30, |
|
|
2022 |
2023 |
USAA Value Fund Institutional Shares |
0.88% |
June 29, |
November 30, |
|
|
2022 |
2023 |
USAA Value Fund Shares |
0.96% |
June 29, |
November 30, |
|
|
2022 |
2023 |
|
|
|
|
Fund/Class |
Maximum |
Effective Date |
|
Operating |
Date of Termination |
||
December 31 FYE Funds |
Expense Limit |
of Waiver |
|
USAA 500 Index Fund Member Shares |
0.25% |
July 1, 2019 |
June 30, 2023 |
USAA 500 Index Fund Reward Shares |
0.15% |
July 1, 2019 |
June 30, 2023 |
USAA Extended Market Index Fund Shares |
0.43% |
July 1, 2019 |
June 30, 2023 |
USAA Global Managed Volatility Fund |
0.70% |
July 1, 2019 |
June 30, 2023 |
Institutional Shares |
|
|
|
USAA Global Managed Volatility Fund |
0.90% |
July 1, 2019 |
June 30, 2023 |
Shares |
|
|
|
USAA NASDAQ-100 Index Fund R6 Shares |
0.40% |
July 1, 2019 |
June 30, 2023 |
USAA NASDAQ-100 Index Fund Shares |
0.48% |
July 1, 2019 |
June 30, 2023 |
USAA NASDAQ-100 Index Fund |
0.44% |
June 29, 2020 |
June 30, 2023 |
Institutional Shares |
|
|
|
USAA NASDAQ-100 Index Fund Class A |
0.70% |
June 29, 2020 |
June 30, 2023 |
USAA NASDAQ-100 Index Fund Class C |
1.45% |
June 29, 2020 |
June 30, 2023 |
USAA Target Retirement 2020 Fund |
0.04% |
July 1, 2019 |
June 30, 2023 |
USAA Target Retirement 2030 Fund |
0.03% |
July 1, 2019 |
June 30, 2023 |
USAA Target Retirement 2040 Fund |
0.02% |
July 1, 2019 |
June 30, 2023 |
USAA Target Retirement 2050 Fund |
0.04% |
July 1, 2019 |
June 30, 2023 |
USAA Target Retirement 2060 Fund |
0.10% |
July 1, 2019 |
June 30, 2023 |
USAA Target Retirement Income Fund |
0.07% |
July 1, 2019 |
June 30, 2023 |
USAA Ultra |
0.55% |
July 1, 2019 |
June 30, 2023 |
Short-Term Bond Fund Institutional |
|
|
|
Shares |
|
|
|
USAA Ultra Short-Term Bond Fund R6 |
0.39% |
July 1, 2019 |
June 30, 2023 |
Shares |
|
|
|
USAA Ultra Short-Term Bond Fund Shares |
0.60% |
July 1, 2019 |
June 30, 2023 |
USAA Ultra Short-Term Bond Fund Class A |
0.85% |
June 29, 2020 |
June 30, 2023 |
A-6
