VICTORY CAPITAL SERVICES, INC., Distributor DEALER AGREEMENTDealer Agreement • April 27th, 2023 • Victory Portfolios Iii • Delaware
As the distributor of the shares ("Shares") of each Fund, of each Trust as it is currently constituted and as it may exist from time to time (collectively, "Company"), Victory Capital Services, Inc. ("Distributor") hereby invites you to participate in the selling group on the following terms and conditions. In this letter, the terms "we," "us," and similar words refer to the Distributor, and the terms "you," "your," and similar words refer to the dealer executing this agreement, including its associated persons.
AMENDMENT NO. 13Services Agreement • April 27th, 2023 • Victory Portfolios Iii
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.
INVESTMENT SUBADVISORY AGREEMENTInvestment Subadvisory Agreement • April 27th, 2023 • Victory Portfolios Iii
THIS AMENDMENT NO. 1 dated as of March 11, 2022, to the Sub-Advisory Agreement dated as of July 1, 2019 ("Agreement"), is made by and among VICTORY CAPITAL MANAGEMENT INC. ("Adviser") and GRANAHAN INVESTMENT MANAGEMENT ("Subadviser"). Capitalized terms not otherwise defined herein are to be ascribed the definitions in the Agreement.
GLOBAL CUSTODIAL SERVICES AGREEMENTGlobal Custodial Services Agreement • April 27th, 2023 • Victory Portfolios Iii
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.
INVESTMENT SUBADVISORY AGREEMENTInvestment Subadvisory Agreement • April 27th, 2023 • Victory Portfolios Iii
THIS AMENDMENT NO. 1 dated as of December 10, 2021, to the Sub-Advisory Agreement dated as of July 1, 2019 ("Agreement"), is made by and among VICTORY CAPITAL MANAGEMENT INC. ("Adviser") and WELLINGTON MANAGEMENT COMPANY LLP ("Subadviser"). Capitalized terms not otherwise defined herein are to be ascribed the definitions in the Agreement.
AMENDMENT NO. 4Victory Portfolios Iii • April 27th, 2023
This AMENDMENT made as of the 1st day of January 2023, to the Fund Administration, Servicing and Accounting Agreement dated July 1, 2019, between VICTORY CAPITAL MANAGEMENT INC., a corporation organized under the laws of the State of Delaware and having a place of business in San Antonio, Texas (the "Victory Capital"), and USAA MUTUAL FUNDS TRUST, a statutory trust organized under the laws of the State of Delaware and having a place of business in San Antonio, Texas (the "Trust").
FIFTH AMENDED AND RESTATED MASTER TRUST AGREEMENTMaster Trust Agreement • April 27th, 2023 • Victory Portfolios Iii • Delaware
AMENDMENT NO. 5And Accounting Agreement • April 27th, 2023 • Victory Portfolios Iii
This AMENDMENT made as of the 24th day of April 2023, to the Fund Administration, Servicing and Accounting Agreement dated July 1, 2019, between VICTORY CAPITAL MANAGEMENT INC., a corporation organized under the laws of the State of Delaware and having a place of business in San Antonio, Texas (the "Victory Capital"), and USAA MUTUAL FUNDS TRUST, a statutory trust organized under the laws of the State of Delaware and having a place of business in San Antonio, Texas (the "Trust").
TO THE EXPENSE LIMITATION AGREEMENTExpense Limitation Agreement • April 27th, 2023 • Victory Portfolios Iii
AMENDMENT NO. 1 TO THEInvestment Subadvisory Agreement • April 27th, 2023 • Victory Portfolios Iii
THIS AMENDMENT NO. 1 dated as of January 1, 2022, to the Sub-Advisory Agreement dated as of July 1, 2019 ("Agreement"), is made by and among VICTORY CAPITAL MANAGEMENT INC. ("Adviser") and LAZARD ASSET MANAGEMENT LLC ("Subadviser"). Capitalized terms not otherwise defined herein are to be ascribed the definitions in the Agreement.
THIRD AMENDED AND RESTATED BY-LAWSVictory Portfolios Iii • April 27th, 2023
TO INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • April 27th, 2023 • Victory Portfolios Iii
This AMENDMENT made as of the 24th day of April 2023, (the "Amendment") to the Investment Advisory Agreement dated July 1, 2019, (the "Agreement") between VICTORY CAPITAL MANAGEMENT INC., a corporation organized under the laws of the State of New York and having a place of business in San Antonio, Texas (the "Adviser"), and USAA MUTUAL FUNDS TRUST, a statutory trust organized under the laws of the State of Delaware and having a place of business in San Antonio, Texas (the "Trust").
