AMENDMENT NO. 1
AMENDMENT NO. 1
TO
GLOBAL SECURITIES LENDING AGENCY AGREEMENT
This AMENDMENT, dated as of August 10, 2017, is made among the signatories hereto to amend that certain GLOBAL SECURITIES LENDING AGENCY AGREEMENT (the "Agency Agreement") dated February 14, 2017 entered into between Citibank, N.A., a national banking organization (the "Agent") and USAA Mutual Funds Trust, a Delaware statutory trust, acting solely in respect of each of its series listed on Exhibit A thereto (each such series, an "Initial Lender").
WHEREAS, USAA Mutual Funds Trust, acting solely in respect of each Initial Lender, USAA ETF Trust, and the Agent desire to amend the Agency Agreement as set forth below.
1.Amendments.
(a)Introductory Paragraph 1 to the Agency Agreement is hereby amended and restated in its entirety to read as follows:
"This Global Securities Lending Agency Agreement, dated as of [February 14, 2017, as amended (this "Agency Agreement"), is entered into by and between (i) CITIBANK, N.A., a national banking organization (the "Agent") and (ii) each USAA trust listed on Exhibit A hereto, as the same may be amended from time to time, acting solely in respect of their respective series listed on such Exhibit A (each such series, a "Lender")."
(b)Schedules I through VII to the Agency Agreement are amended by deleting the heading of each such schedule and in its entirely and replacing it as follows:
Schedule [X]
to the Global Securities Lending Agency Agreement,
Between Citibank, N.A., as the Agent
and
each USAA trust listed on Exhibit A hereto, as the same may be amended from time to time, acting solely in respect of their respective series listed on such Exhibit A
(each such series, a Lender)
(c)Exhibit A to the Agency Agreement is hereby amended in its entirety to read as set forth in Exhibit A attached hereto.
(d)Exhibit B to the Agency Agreement is amended by deleting the heading of Exhibit B in its entirely and replacing it as follows:
300757164 v3 0306937.00101
Exhibit B
to the Global Securities Lending Agency Agreement,
Between Citibank, N.A., as the Agent
and
each USAA trust listed on Exhibit A hereto, as the same may be amended from time to time, acting solely in respect of their respective series listed on such Exhibit A
(each such series, a Lender)
(a)Except as amended hereby, the Agency Agreement shall remain in full force and effect.
(b)This Amendment may be executed in counterpart, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above written
CITIBANK, N.A., Agent |
|
By: /S/ XXXXXXX XXXXXXXXX |
By: /S/ XXXXX DE VRIES |
Name: Xxxxxxx Xxxxxxxxx |
Name: Xxxxx De Vries |
Title: Director |
Title: Assistant Treasurer |
|
USAA ETF Trust |
|
By: /S/ XXXXX DE VRIES |
|
Name: Xxxxx De Vries |
|
Title: Assistant Treasurer |
Exhibit A
to the Global Securities Lending Agency Agreement,
Between CITIBANK, N.A., as the Agent
and each USAA trust (each, a "Trust") listed on this Exhibit A, acting solely in
respect of their respective series listed on such Exhibit A
(each such series, a Lender)
Dated as of: |
_________ __, 2017 |
Trust |
Lender Name |
Name |
|
USAA |
|
Mutual |
|
Funds |
|
Trust |
USAA AGGRESSIVE GROWTH FUND |
|
USAA CAPITAL GROWTH FUND |
|
USAA CORNERSTONE AGGRESSIVE FUND |
|
USAA CORNERSTONE MODERATE FUND |
|
USAA CORNERSTONE MODERATELY |
|
AGGRESSIVE FUND |
|
USAA CORNERSTONE MODERATELY |
|
CONSERVATIVE FUND |
|
USAA EMERGING MARKETS FUND |
|
USAA FIRST START GROWTH FUND |
|
USAA FLEXIBLE INCOME FUND |
|
USAA GLOBAL MANAGED VOLATILITY FUND |
|
USAA GOVERNMENT SECURITIES FUND |
|
USAA GROWTH FUND |
|
USAA GROWTH & INCOME FUND |
|
USAA GROWTH & TAX STRATEGY FUND |
|
USAA HIGH INCOME FUND |
|
USAA INCOME FUND |
|
USAA INCOME STOCK FUND |
|
USAA INTERMEDIATE-TERM BOND FUND |
|
USAA INTERNATIONAL FUND |
|
USAA MANAGED ALLOCATION FUND |
|
USAA NASDAQ-100 INDEX FUND |
|
USAA PRECIOUS METALS & MINERALS FUND |
|
USAA REAL RETURN FUND |
|
USAA S&P 500 FUND |
|
USAA SCIENCE & TECHNOLOGY FUND |
|
USAA SHORT TERM BOND FUND |
|
USAA SMALL CAP STOCK FUND |
Custodian Account
Number
State Street Bank and
Trust Company
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The Northern Trust
Company
State Street Bank and
Trust Company
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USAA TOTAL RETURN STRATEGY FUND
USAA ULTRA SHORT-TERM BOND FUND
USAA VALUE FUND
USAA WORLD GROWTH FUND
USAA
ETF
Trust USAA INTERMEDIATE-TERM BOND ETF
USAA SHORT-TERM BOND ETF
USAA MSCI USA VALUE MOMENTUM BLEND ETF
USAA MSCI USA SMALL CAP VALUE MOMENTUM BLEND ETF
USAA MSCI INTERNATIONAL VALUE MOMENTUM BLEND ETF
USAA MSCI EMERGING MARKETS VALUE MOMENTUM BLEND ETF
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State Street Bank and
Trust Company
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To the extent the custodian listed above is not Citibank, N.A. and no Operating Agreement with the custodian is in place, the related Lender agrees to give irrevocable instructions to the applicable custodian substantially in the form of those set out in Annex 1 to this Exhibit A. If an Operating Agreement is in place with the applicable custodian, no such instructions are required.
IN WITNESS WHEREOF, the parties hereto have caused this Exhibit A to be executed as of the date set forth above.
CITIBANK, N.A., Agent |
|
By: /S/ XXXXXXX XXXXXXXXX |
By: /S/ XXXXX DE VRIES |
Name: Xxxxxxx Xxxxxxxxx |
Name: Xxxxx De Vries |
Title: Director |
Title: Assistant Treasurer |
|
USAA ETF Trust |
|
By: /S/ XXXXX DE VRIES |
|
Name: Xxxxx De Vries |
|
Title: Assistant Treasurer |