0001683863-24-004440 Sample Contracts

AMENDMENT NO. 1
Expense Limitation Agreement • June 27th, 2024 • Victory Portfolios Iii

THIS AMENDMENT NO. 1 dated as of April 24, 2023, to the amended and restated EXPENSE LIMITATION AGREEMENT dated June 29, 2022 (“Agreement”), is made by and among USAA MUTUAL FUNDS TRUST, a Delaware statutory trust (the “Trust”) and VICTORY CAPITAL MANAGEMENT INC., (the “Investment Adviser”). Capitalized terms not otherwise defined herein are to be ascribed to the definitions in the Agreement.

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EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • June 27th, 2024 • Victory Portfolios Iii

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;

AMENDMENT NO. 4
Transfer Agency Agreement • June 27th, 2024 • Victory Portfolios Iii

This AMENDMENT NO. 4 is made as of the 24th day of April 2023, to the Transfer Agency Agreement dated July 1, 2019, between VICTORY CAPITAL TRANSFER AGENCY, INC., a corporation organized under the laws of the State of Delaware and having a place of business in San Antonio, Texas (the “Transfer Agent”), 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 AGREEMENT
Expense Limitation Agreement • June 27th, 2024 • Victory Portfolios Iii
AMENDMENT NO. 2
Expense Limitation Agreement • June 27th, 2024 • Victory Portfolios Iii

THIS AMENDMENT NO. 2 dated as of June 22, 2023, to the amended and restated EXPENSE LIMITATION AGREEMENT dated June 29, 2022 (“Agreement”), is made by and among VICTORY PORTFOLIOS III, a Delaware statutory trust (the “Trust”) and VICTORY CAPITAL MANAGEMENT INC., (the “Investment Adviser”). Capitalized terms not otherwise defined herein are to be ascribed to the definitions in the Agreement.

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