AMENDMENT NO.5 TO SUB-ADMINISTRATION AND SUB-FUND ACCOUNTING SERVICES AGREEMENT
AMENDMENT NO.5 TO
SUB-ADMINISTRATION AND SUB-FUND ACCOUNTING
SERVICES AGREEMENT
THIS AMENDMENT made as of June 18, 2020 (“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.
WHEREAS, the Service Provider performs certain sub-administrative and sub-accounting services for the Client; and
WHEREAS, the Client has become the investment adviser and fund administrator of certain new Funds to be added to 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 6)
Schedule 6 of the Agreement is deleted and replaced with the Schedule 6 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.
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Victory Capital Management Inc. |
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Citi Fund Services Ohio, Inc. | ||
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇ |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ |
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Name: |
▇▇▇▇▇▇▇ ▇▇▇▇▇ |
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Title: |
President |
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Title: |
Vice President |
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Date: |
06/22/2020 |
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Date: |
06/22/2020 |
Schedule 6 to Services Agreement
List of Funds
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Victory Portfolios |
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Victory RS Large Cap Alpha Fund |
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Victory Diversified Stock Fund |
Victory RS Mid Cap Growth Fund |
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Victory Floating Rate Fund |
Victory RS Partners Fund |
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Victory Global Natural Resources Fund |
Victory RS Science and Technology Fund |
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Victory High Income Municipal Bond Fund |
Victory RS Select Growth Fund |
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Victory High Yield Fund |
Victory RS Small Cap Equity Fund |
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Victory INCORE Fund for Income |
Victory RS Small Cap Growth Fund |
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Victory INCORE Investment Grade Convertible Fund |
Victory RS Value Fund |
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Victory INCORE Investment Quality Bond Fund |
Victory S&P 500 Index Fund |
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Victory INCORE Low Duration Bond Fund |
Victory ▇▇▇▇▇▇ Emerging Markets Fund |
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Victory INCORE Total Return Bond Fund |
Victory ▇▇▇▇▇▇ Emerging Markets Small Cap Fund |
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Victory Integrity Discovery Fund |
Victory Special Value Fund |
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Victory Integrity Mid-Cap Value Fund |
Victory Strategic Allocation Fund |
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Victory Integrity Small-Cap Value Fund |
Victory Strategic Income Fund |
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Victory Integrity Small/Mid-Cap Value Fund |
Victory Sycamore Established Value Fund |
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Victory Munder Mid-Cap Core Growth Fund |
Victory Sycamore Small Company Opportunity Fund |
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Victory Munder Multi-Cap Fund |
Victory Tax-Exempt Fund |
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Victory Munder Small Cap Growth Fund |
Victory Trivalent Emerging Markets Small-Cap Fund |
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Victory NewBridge Large Cap Growth Fund |
Victory Trivalent International Fund-Core Equity |
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Victory RS Global Fund |
Victory Trivalent International Small-Cap Fund |
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Victory RS Growth Fund |
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Victory RS International Fund |
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Victory RS Investors Fund |
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Victory US 500 Enhanced Volatility Wtd Index Fund |
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Victory Market Neutral Income Fund |
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Victory Variable Insurance Funds |
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Victory High Yield VIP Series |
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Victory INCORE Investment Quality Bond VIP Series |
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Victory INCORE Low Duration Bond VIP Series |
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Victory RS International VIP Series |
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Victory RS Large Cap Alpha VIP Series |
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Victory RS Small Cap Growth Equity VIP Series |
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Victory 500 Index VIP Series |
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Victory ▇▇▇▇▇▇ Emerging Markets VIP Series |
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Victory Variable Insurance Diversified Stock Fund |
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Victory Portfolios II — ETFs
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VictoryShares Developed Enhanced Volatility Wtd ETF |
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VictoryShares Dividend Accelerator ETF |
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VictoryShares Emerging Market Volatility Wtd ETF |
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VictoryShares Emerging Market High Div Volatility Wtd ETF |
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VictoryShares Global Multi-Factor Minimum Volatility ETF |
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VictoryShares International High Div Volatility Wtd ETF |
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VictoryShares International Multi-Factor Minimum Volatility ETF |
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VictoryShares International Volatility Wtd ETF |
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VictoryShares Quality Growth ETF |
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VictoryShares Quality Value ETF |
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VictoryShares US 500 Enhanced Volatility Wtd ETF |
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VictoryShares US 500 Volatility Wtd ETF |
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VictoryShares US Discovery Enhanced Volatility Wtd ETF |
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VictoryShares US EQ Income Enhanced Volatility Wtd ETF |
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VictoryShares US Large Cap High Div Volatility Wtd ETF |
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VictoryShares US Multi-Factor Minimum Volatility ETF |
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VictoryShares US Small Cap Volatility Wtd ETF |
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VictoryShares US Small Cap High Div Volatility Wtd ETF |
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VictoryShares USAA Core Intermediate-Term Bond ETF |
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VictoryShares USAA Core Short-Term Bond ETF |
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VictoryShares USAA MSCI Emerging Markets Value Momentum ETF |
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VictoryShares USAA MSCI International Value Momentum ETF |
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VictoryShares USAA MSCI USA Small Cap Value Momentum ETF |
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VictoryShares USAA MSCI USA Value Momentum ETF |
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VictoryShares NASDAQ Next 50 ETF* |
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VictoryShares Best for Veterans ETF* |
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VictoryShares Defend America ETF* |
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USAA MUTUAL FUNDS TRUST |
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USAA 500 Index Fund |
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USAA Aggressive Growth Fund |
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USAA California Bond Fund |
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USAA Capital Growth Fund |
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USAA Cornerstone Aggressive Fund |
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USAA Cornerstone Conservative Fund |
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USAA Cornerstone Equity Fund |
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USAA Cornerstone Moderate Fund |
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USAA Cornerstone Moderately Aggressive Fund |
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USAA Cornerstone Moderately Conservative Fund |
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USAA Emerging Markets Fund |
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USAA Extended Market Index Fund |
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USAA Global Equity Income Fund |
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USAA Global Managed Volatility Fund |
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USAA Government Securities Fund |
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USAA Growth & Income Fund |
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USAA Growth and Tax Strategy Fund |
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USAA Growth Fund |
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USAA High Income Fund |
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USAA Income Fund |
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USAA Income Stock Fund |
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USAA Intermediate-Term Bond Fund |
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USAA International Fund |
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USAA Managed Allocation Fund |
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USAA Money Market Fund |
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USAA NASDAQ-100 Index Fund |
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USAA New York Bond Fund |
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USAA Precious Metals and Minerals Fund |
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USAA Science & Technology Fund |
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USAA Short-Term Bond Fund |
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USAA Small Cap Stock Fund |
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USAA Target Managed Allocation Fund |
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USAA Target Retirement 2020 Fund |
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USAA Target Retirement 2030 Fund |
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USAA Target Retirement 2040 Fund |
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USAA Target Retirement 2050 Fund |
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USAA Target Retirement 2060 Fund |
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USAA Target Retirement Income Fund |
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USAA Tax Exempt Intermediate-Term Fund |
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USAA Tax Exempt Long-Term Fund |
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USAA Tax Exempt Money Market Fund |
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USAA Tax Exempt Short-Term Fund |
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USAA Treasury Money Market Trust |
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USAA Ultra Short-Term Bond Fund |
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USAA Value Fund |
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USAA ▇▇▇▇▇▇▇▇ ▇▇▇▇ Fund |
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USAA World Growth Fund |
*Pending Launch