USAA CONTRACT CONTROL NO: 0000019025-01
USAA CONTRACT CONTROL NO: 0000019025-01
EXECUTION
COPY
AMENDED AND RESTATED MASTER SUB-ADMINISTRATION AGREEMENT
This Master Sub-Administration 29, 2018, is by and between State Street (the "Sub-Administrator"), and USAA ''Administrator'').
Agreement ("Agreement") dated and effective as of June Bank and Trust Company, a Massachusetts trust company Asset Management Company, a Texas corporation (the
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WHEREAS, USAA ETF Trust (the "ETF Trust") is an exchange-trade fund currently |
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comprised of multiple series (each, an "ETF Fund" and collectively, the "ETF Funds"), and is |
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registered with the U.S. Securities and Exchange Commission (the "SEC") by means of a |
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registration statement (the "Registration Statement") under the Securities Act of 1933, as amended |
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(the "1933 Act"), and the Investment Company Act of 1940, as amended (the "1940 Act"); |
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WHEREAS, USAA Mutual Funds Trust (the "Mutual Funds Trust," and together with the |
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ETF Trust, each a |
"Trust," and collectively, the "Trusts'), is a |
registered investment company |
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currently comprised |
of multiple funds (each, a "Mutual Fund," and together with the ETF Funds, |
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each a "Fund," and collectively, the "Funds") and registered with the SEC by means of a |
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Registration Statement under the 1933 Act and the 1940 Act; |
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WHEREAS, this Agreement terminates and supersedes the sub-administration agreement, |
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dated as of September 29, 2017, by and between the Administrator |
and the Sub-Administrator; |
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WHEREAS, each Trust has retained the Administrator to furnish certain administrative |
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services to the Funds; |
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WHEREAS, the Administrator has taken all requisite proceedings necessary to authorize it |
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to enter into and perform this Agreement; and |
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WHEREAS, the Administrator desires to retain the Sub-Administrator to furnish certain |
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administrative services to the Funds, and the Sub-Administrator is |
willing to furnish such services, |
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on the terms and conditions set forth in this Agreement. |
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NOW, THEREFORE, in consideration of the premises and mutual covenants herein |
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contained, the parties hereto agree as follows: |
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1.
APPOINTMENT OF SUB-ADMINISTRATOR
The Administrator hereby appoints the Sub-Administrator respect to each Trust for purposes of providing ce1iain administrative the terms set forth in this Agreement. The Sub-Administrator accepts to render the services stated herein.
to act as administrator with services for the period and on such appointment and agrees
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Each Trust currently consists of the Funds and their respective classes of shares |
as |
listed in |
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Schedule A to this Agreement. In the event that a Trust establishes one or more additional Funds |
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with respect to which the Administrator wishes to retain the Sub-Administrator |
to |
act as |
USAA CONTRACT CONTROL NO: 0000019025-01
administrator hereunder, the Administrator shall notify the Sub-Administrator in writing. Upon written acceptance by the Sub-Administrator, such Funds shall become subject to the provisions of this Agreement to the same extent as the existing Funds, except to the extent that such provisions (including those relating to compensation and expenses payable by the Administrator) may be modified with respect to such Funds in writing by an authorized signatory of the Administrator and the Sub-Administrator at the time of the addition of such Funds. Each such writing shall be considered an amendment to, and become a part of, this Agreement.
2.DELIVERY OF DOCUMENTS
The Administrator will promptly deliver to the Sub-Administrator copies of each of the following documents with respect to each Trust and/or. the Administrator and all future amendments and supplements, if any:
a.The Trust's Master Trust Instrument and By-Laws ("Governing Documents");
b.The Trust's currently effective Registration Statement under the 1933 Act and the 1940 Act and each Prospectus and Statement of Additional Information ("SAI") relating to the Fund and all amendments and supplements thereto as in effect from time to time, which shall be considered delivered if publicly available;
c.An officer's certificate setting forth the names, titles, signatures and scope of authority of all individuals authorized to give Proper Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the Administrator;
d.A copy of the Administration and Shareholder Servicing Agreement and any other service agreements between the Trust and the Administrator; and
e.Such other certificates, documents or opinions which the Sub-Administrator may, in its reasonable discretion, deem necessary or appropriate in the proper
·performance of its duties.
3.REPRESENTATIONS AND WARRANTIES OF THE SUB-ADMINISTRATOR
The Sub-Administrator represents and warrants to the Administrator that:
a.It is a Massachusetts trust company, duly organized and existing under the laws of The Commonwealth of Massachusetts;
b.It has the requisite power and authority to carry on its business ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇;
c.All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement;
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d.No legal or administrative proceedings have been instituted or threatened which would materially impair the Sub-Administrator's ability to perform its duties and obligations under this Agreement; and
e.Its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Sub-Administrator or any law or regulation applicable to it.
4.REPRESENTATIONS AND WARRANTIES OF THE ADMINISTRATOR
The Administrator represents and warrants to the Sub-Administrator that:
a.It is a corporation, duly organized, existing and in good standing under the laws of its state of formation;
b.It has the requisite power and authority under applicable laws and by its organizational documents to enter into and perform this Agreement;
c.All requisite proceedings have been taken to authorize it to enter into and perform this Agreement;
d.No legal or administrative proceedings have been instituted or threatened which would impair the Administrator's ability to perform its duties and obligations under this Agreement;
e.Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Administrator or any law or regulation applicable to it;
f.Where information provided by the Administrator, a Trust or a Trust's investors includes information about an identifiable individual ("Personal Information"), the Administrator represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Sub-Administrator, and as required for the Sub-Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Administrator acknowledges that the Sub-Administrator may perform any of the services, and may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Administrator or a Trust, including the United States and that information relating to a Trust, including Personal Information may be accessed by national security authorities, law enforcement and comis. The Sub- Administrator shall be kept indemnified by the Administrator and be without liability to the Administrator or any Trust for any action taken or omitted by it in reliance upon this representation and warranty, including without limitation, any liability or costs in connection with claims or complaints for failure to comply with
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any applicable law that regulates the collection, processing, use or disclosure of Personal Information; and
g.With respect to each Trust:
(1)The Trust is a statutory or business trust, as applicable, duly formed, existing and in good standing under the laws of the state of its formation;
(2)The Trust is an investment company properly registered under the 1940 Act;
(3)The Registration Statement under the 1933 Act and 1940 Act has been filed by the Trust and is effective and will remain in effect during the term of this Agreement;
(4)As of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares have been rriade; and
(5)As of the close of business on the date of this Agreement, the Trust is authorized to issue shares of beneficial interest.
5.SUB-ADMINISTRATION SERVICES
With respect to the ETF Trust, the Sub-Administrator shall provide the services as listed on Schedule B, and with respect to the Mutual Funds Trust, the Sub-Administrator shall provide the services as listed on Schedule C, subject in all instances to the authorization and direction of the Administrator or the applicable Trust and, in each case where appropriate, the review and comment by the applicable Trust's independent accountants and the Administrator's or the applicable Trust's legal counsel and in accordance with procedures which may be established from time to time between the Administrator and the Sub-Administrator.
The Sub-Administrator shall perform such other services for the Administrator that are mutually agreed to in writing by the parties from time to time, for which the Administrator will pay such fees as may be mutually agreed upon in writing, including the Sub-Administrator's reasonable out-of-pocket expenses. The provision of such services shall be subject to the terms and conditions of this Agreement.
The Sub-Administrator shall provide the office facilities and the personnel determined by it to perform the services contemplated herein.
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6.COMPENSATION OF SUB-ADMINISTRATOR; EXPENSE REIMBURSEMENT; TRUST EXPENSES
The Sub-Administrator shall be entitled to reasonable compensation for its services and expenses, as agreed upon from time to time in a written fee schedule approved by the Administrator and the Sub-Administrator.
The Administrator agrees promptly to reimburse the Sub-Administrator for any equipment and supplies specially ordered by or for a Trust through the Sub-Administrator and for any other expenses not contemplated by this Agreement that the Sub-Administrator may incur on the Administrator's or a Trust's behalf at the Administrator's request or with the Administrator's consent.
The Administrator acknowledges and agrees that the Administrator and/or a Trust, as the case may be, will bear all expenses that are incurred in the operation of the applicable Trust and not specifically assumed by the Sub-Administrator. For the avoidance of doubt, Administrator, Trust, and Fund expenses not assumed by the Sub-Administrator, include, but are not limited to: organizational expenses; the cost of services of independent accountants and outside legal and tax counsel (including such counsel's review of the Registration Statement, Form N-CSR, Form N-Q or Form N-PORT (as applicable), Form N-PX, Form N-MFP, Form N-SAR or Form N-CEN (as applicable), proxy materials, federal and state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by the Sub-Administrator under this Agreement); the cost of any services contracted for by the Administrator or a Trust directly from parties other than the Sub-Administrator; the cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for a Trust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; the costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the cost of preparation (e.g., typesetting, XBRL- tagging, page changes and all other print vendor and ▇▇▇▇▇ charges, collectively referred to herein as "Preparation"), printing, distribution and mailing of any proxy materials; the costs incidental to meetings of a Trust's board of trustees, including fees and expenses of trustees; the salary and expenses of any officer, trustee or employee of a Trust; the cost of Preparation, printing, distribution and mailing, as applicable, of the Funds' Prospectuses and SAI's and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of a Trust's tax returns, Registration Statement, Form N-lA, Form N-CSR, Form N-Q or Form N-PORT (as applicable), Form N-PX, Form N-MFP and Form N-SAR or Form N-CEN (as applicable), and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and D&O/E&O liability insurance; and the cost of independent pricing services used in computing the Fund(s)' net asset value.
7.INSTRUCTIONS AND ADVICE
At any time, the Sub-Administrator may apply to any officer of the Administrator or his or her designee for instructions with respect to any matter arising in connection with the services to be performed by the Sub-Administrator under this Agreement.
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The Sub-Administrator shall not be liable, and shall be indemnified by the Administrator, for any action taken or omitted by it in good faith in reliance upon any such instructions or advice or upon any paper or document believed by it to be genuine and to have been signed by the proper person or persons. The Sub-Administrator shall not be held to have notice of any change of authority of any person until receipt of written notice thereof from the Administrator or the applicable Trust. Nothing in this section shall be construed as imposing upon the Sub- Administrator any obligation to seek such instructions or advice, or to act in accordance with such advice when received. The indemnification contained in this Section 7 shall survive the termination of this Agreement.
Pursuant to other agreements now or any time in effect between the Administrator or the Trust (or its investment manager or investment advisor, on its behalf) and State Street Bank and Trust Company or its affiliates (the "Other State Street Agreements") in any capacity other than as Sub-Administrator hereunder (in such other capacities, "State Street"), State Street may be in possession of certain information and data relating to the Trust and/or the Funds that is necessary to provide the Services, including Form N-PORT-Related Services. The Administrator hereby acknowledges and agrees that (i) this Section 7 of the Agreement serves as its consent and instruction, or Proper Instruction, as the case may be, for itself and on behalf of the Trust and each Fund under and pursuant to such Other State Street Agreements for State Street to provide or otherwise make available (including via platforms such as ▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) to the Sub- Administrator, Trust and Fund information such as net asset values and information relating to the net assets of the Funds, holdings and liquidity reports, market value and other information and data related to the Funds.
8.LIMITATION OF LIABILITY AND INDEMNIFICATION
The Sub-Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 14, shall have no responsibility for the actions or activities of any other party, including other service providers to the Administrator or the Trusts. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Administrator insofar as such loss, damage or expense arises from the performance of the Sub-Administrator's duties hereunder in reliance upon records that were maintained for the Administrator or a Trust by entities other than the Sub-Administrator prior to the Sub-Administrator's appointment as Sub-Administrator for the Administrator. The Sub-Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence or willful misconduct of the Sub-Administrator, its officers or employees. The Sub-Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys' fees) under any provision oft.his Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the patties regardless of whether such damages were foreseeable or whether either ▇▇▇▇▇ or any entity had been advised of the possibility of such damages. In any event, except as otherwise agreed to in writing by the patties, the Sub-Administrator's cumulative liability for each calendar year (a "Liability Period") with respect to the services performed under this Agreement
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regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, or three million dollars ($3,000,000), whichever is greater, for any and all liabilities or losses suffered by the Administrator. "Compensation Period" shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Sub- Administrator's liability for that period have occurred. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Sub- Administrator for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2018 shall be the date of this Agreement through December 31, 2018, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2019 and terminating on December 31, 2019 shall be the date of this Agreement through December 31, 2018, calculated on an annualized basis.
The Sub-Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption.
The Administrator shall indemnify and hold the Sub-Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Sub-Administrator resulting from any claim, demand, action or suit in connection with the Sub-Administrator's acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by the Administrator or a Trust or upon reasonable reliance on information or records given or made by the Administrator or a Trust or a Trust's investment adviser, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator, its officers or employees in cases of its or their own negligence or willful misconduct.
The limitation of liability and indemnification contained herein shall survive the
.termination of this Agreement.
9.CONFIDENTIALITY
All information provided under this agreement by a party (the "Disclosing Party") to the other party (the "Receiving Party") regarding the Disclosing Patiy's business and operations shall be treated as confidential. For the avoidance of doubt, the terms and conditions of this Agreement shall be considered confidential. Subject to Section 10 below, all confidential information provided under this Agreement by Disclosing Pmiy shall be used, including disclosure to third parties, by the Receiving Party, or its agents or service providers, solely for the purpose of performing or receiving the services and discharging the Receiving Party's other obligations under the Agreement or managing the business of the Receiving Party and its Affiliates (as defined in Section 10 below), including financial and operational management and reporting, risk management, legal and regulatory compliance and client service management. The foregoing shall not be applicable to any information (a) that is publicly available when
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provided or thereafter becomes publicly available, other than through |
a breach |
of |
this |
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Agreement, (b) that is independently derived by the Receiving Party without the use |
of |
any |
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information provided by the Disclosing Party in connection with this Agreement, (c) that is |
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disclosed to comply with any legal or regulatory proceeding, investigation, audit, examination, |
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subpoena, civil investigative demand or other similar process, (d) that is disclosed as required by |
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operation of law or regulation or as required to comply with the requirements of any market |
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infrastructure that the Disclosing Party or its agents direct the Sub-Administrator or its Affiliates |
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to employ (or which is required in connection with the holding or settlement of instruments |
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included in the assets subject to this Agreement) or (e) where the paiiy seeking to disclose has |
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received the prior written consent of the paiiy providing the information, which consent shall not |
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be unreasonably withheld. |
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The unde1iakings and obligations contained in this section shall survive termination this Agreement for a period of three (3) years.
of
10.
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USE OF DATA |
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(a) |
In connection with the provision of the services and the discharge of its other |
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obligations under this Agreement, the Sub-Administrator (which term for purposes of |
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this |
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includes |
each |
of its parent. company, braches and affiliates |
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( "Affiliates")) may collect and store information regarding the Administrator or a Trust |
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or Fund and share such information with its Affiliates, agents and service providers in |
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order and to the extent reasonably necessary (i) to carry out the provision of services |
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contemplated under this Agreement and other agreements between the Administrator |
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and the Sub-Administrator or any of its Affiliates and (ii) to carry out management of |
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its businesses, including, but not limited to, financial and operational management and |
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rep01iing, risk management, legal and regulatory compliance and client service |
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management. |
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(b) |
Subject to paragraph (c) below, the Sub-Administrator and/or its Affiliates |
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(except those Affiliates or business divisions principally engaged ·in the business of |
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asset management) |
may use any data or other information ("Data") obtained by such |
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entities in the |
pe1formance |
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their services under this Agreement or any other |
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agreement between the Administrator and the Sub-Administrator or one of its |
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Affiliates, including Data regarding transactions and portfolio holdings relating to the |
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Trust/Fund, and publish, sell, distribute or otherwise commercialize the Data; provided |
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that, unless the Administrator otherwise consents, Data is combined or aggregated with |
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information relating to (i) other customers of the Sub-Administrator and/or its Affiliates |
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or (ii) information derived from other sources, in each case such that any published |
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information will be displayed that does not include attribution to or identification of |
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such Data with a Trust/Fund. The Administrator agrees that Sub-Administrator and /or |
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its |
Affiliates |
may seek |
to |
profit and realize economic benefit from the |
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commercialization and use of the Data, that such benefit will constitute part of the Sub- |
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Administrator's compensation for services under this Agreement or such other |
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agreement, and the Sub-Administrator and/or its Affiliates shall be entitled to retain and |
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not be required to disclose the amount Administrator or any Trust/Fund.
of
such economic benefit and profit to the
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c)
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Except as expressly contemplated by this Agreement, nothing in this Section |
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shall limit the confidentiality and data-protection obligations |
of the Sub- |
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Administrator and its Affiliates under this Agreement and applicable law. The Sub- |
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Administrator shall cause any Affiliate, agent or service provider to which it has |
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disclosed Data pursuant to this Section 10 to comply at all times with confidentiality |
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and data-protection obligations as if it were a party to this Agreement. |
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11.
COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS
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The Administrator acknowledges that the Administrator and each Trust assume full |
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responsibility for complying with all securities, tax, commodities and other laws, rules and |
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regulations applicable to each respectively. |
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In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub- |
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Administrator agrees that all records which it maintains for the Administrator on behalf of each |
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Trust shall at all times remain the prope1iy of the Administrator on behalf of the applicable Trust, |
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shall be readily accessible during normal business hours, and shall be promptly surrendered upon |
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the termination of the Agreement or otherwise on written request except as otherwise provided in |
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Section 13. The Sub-Administrator fmiher agrees that all records that it maintains for each Trust |
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pursuant to Rule 31 a-1 under the 1940 Act will be preserved for the periods prescribed by Rule |
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3la-2 under the 1940 Act unless any such records are earlier surrendered as provided above. |
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Records may be surrendered in either written or machine-readable form, at the option of the Sub- |
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Administrator. |
In the event that the Sub-Administrator is requested or authorized by the |
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Administrator, or required by subpoena, administrative order, comi order or other legal process, |
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applicable law or regulation, or required in connection with any investigation, examination or |
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inspection of the Administrator or any Trust by state or federal regulatory agencies, to produce the |
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.records of the Administrator or· any Trnst or the Sub-Administrator's personnel as witnesses or |
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deponents, the Administrator agrees to pay the Sub-Administrator for the Sub-Administrator's |
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reasonable time and expenses, as well as the reasonable fees and expenses of the Sub- |
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Administrator's counsel incurred in such production. |
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12.
SERVICES
NOT
EXCLUSIVE
The services of the Sub-Administrator are not to be deemed exclusive, and the Sub- Administrator shall be free to render similar services to others. The Sub-Administrator shall be deemed to be an independent contractor and shall, unless othe1wise expressly provided herein or authorized by the Administrator or the applicable Trust from time to time, have no authority to act or represent the Administrator or any Trust in any way or otherwise be deemed an agent of the Administrator or any Trust.
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13.
EFFECTIVE PERIOD AND TERMINATION
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This Agreement shall remain in full force and effect for an initial term ending June 30, 2020 |
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(the "Initial Term"). After the expiration of the Initial Term, this Agreement shall automatically |
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renew for successive one-year terms (each, a "Renewal Term") unless |
a written notice of non- |
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renewal is delivered by the non-renewing pa1iy no later than ninety (90) days prior to the |
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expiration of the Initial Term or any Renewal Term, as the case may be. |
During the Initial Term |
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and thereafter, either party may terminate this Agreement: (i) in the event |
of the other party's |
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material breach of a material provision of this Agreement that the other pa1iy has either (a) failed |
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to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 |
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days' written notice of such breach, or (ii) in the event |
of the appointment |
of a conservator or |
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receiver for the other pa1iy or upon the happening of |
a |
like event to the other party at the |
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direction of an appropriate agency or court of competent jurisdiction. |
Upon termination |
of this |
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Agreement pursuant to this paragraph with respect to any Fund, the applicable Fund shall pay the |
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Sub-Administrator its compensation due and shall reimburse the Sub-Administrator for its costs, |
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expenses and disbursements owed under this Agreement. Termination of this Agreement with |
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respect to any Fund shall in no way affect the rights and duties under this Agreement with |
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respect to either Trust or any other Fund. |
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In the event of: (i) the Administrator's termination of this Agreement with respect to any Trustor |
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Fund for any reason other than as set fmih in the immediately preceding |
paragraph or (ii) a |
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transaction not in the ordinary course of business pursuant to which the Sub-Administrator is not |
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retained to continue providing services hereunder to a Fund (or its successor), the Administrator |
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shall pay the Sub-Administrator its compensation due through the end |
of the then-current term |
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(based upon the average monthly compensation previously earned by Sub-Administrator with |
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respect to such Fund) and shall reimburse the Sub-Administrator for its costs, expenses and |
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disbursements owed under this Agreement. Upon receipt |
of such payment and reimbursement, |
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the Sub-Administrator will deliver such Fund's records as |
set forth herein. For the avoidance of |
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doubt, no payment will be required pursuant to clause (ii) |
of this paragraph in the event |
of any |
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transaction such as (a) the liquidation or dissolution of a Fund and distribution of such |
Fund's |
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assets as a result of the Board's determination in its reasonable business judgment that the Fund |
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is no longer viable (b) a merger of a Fund into, or the consolidation |
of a Fund with, another |
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entity, or (c) the sale by a Fund of all, or substantially all, |
of its assets to another entity, in each |
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of (b) and (c) where the Sub-Administrator is retained to continue providing services to such |
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Fund (or its successor) on substantially the same terms as this Agreement. |
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Termination of this Agreement with respect to any one particular Fund shall in no way affect the |
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rights and duties under this Agreement with respect to any other Fund. |
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14.
DELEGATION
The Sub-Administrator shall retain the right to employ agents, subcontractors, consultants and other third parties, including, without limitation, affiliates (each, a "Delegate" and collectively, the "Delegates") to provide or assist it in the provision of any pmi of the services stated herein or the discharge of any other obligations or duties under this Agreement without the consent or approval of the Administrator. The Sub-Administrator shall be responsible for the acts and
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omissions of any such and omissions itself. Delegates.
Delegate so employed as The Sub-Administrator
if the shall
Sub-Administrator had committed such acts be responsible for the compensation of its
15.
INTERPRETIVE AND ADDITIONAL PROVISIONS
In connection with the operation of the Agreement, the Sub-Administrator and the Administrator may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions shall be in a writing signed by all parties, provided that no such interpretive or additional provisions shall contravene any applicable laws or regulations or any provision of the Trust's Governing Documents.
16.
NOTICES
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Any notice, instruction or other instrument required to be given hereunder will be in |
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|
writing and may be sent by hand, or by facsimile transmission, or overnight delivery by any |
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|
recognized delivery service, to the patties at the following address or such other address as may be |
|
|
notified by any ▇▇▇▇▇ from time to time: |
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|
If to the Administrator: |
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|
United Services Automobile Association |
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|
Corporate Procurement |
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|
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇-▇-▇ |
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▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
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Attn: Senior Procurement Officer |
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(With copy to USAA Corporate Counsel at the same address.) |
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with a copy to: |
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▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇-▇-▇ |
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▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
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Attn: |
FASG Counsel |
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with a copy to: |
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USAA Mutual Fund Trust |
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Information Classification:
Limited
Access
-11-
USAA CONTRACT CONTROL NO: 0000019025-01
If
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇-▇-▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: FASG Counsel
to the Sub-Administrator:
STATE
STREET
BANK
AND TRUST COMPANY
Channel Center
▇ ▇▇▇▇ ▇▇▇▇▇▇
Mailstop #CCB 0502
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Telecopy: ▇▇▇-▇▇▇-▇▇▇▇
with a copy to:
STATE
STREET
BANK
AND TRUST COMPANY
Legal Division - Global Services Americas
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Senior Vice President and Senior Managing Counsel
17.
AMENDMENT
This Agreement may be amended at any time in writing by mutual agreement parties hereto.
of
the
18.
ASSIGNMENT
This Agreement may not be assigned by (a) the Administrator without the written consent of the Sub-Administrator or (b) the Sub-Administrator without the written consent of the Administrator, except that the Sub-Administrator may assign this Agreement to a successor of all or a substantial portion of its business, or to an affiliate of the Sub-Administrator.
19.
SUCCESSORS
This Agreement shall be binding on and shall inure to the benefit of the Administrator and the Sub-Administrator and their respective successors and permitted assigns.
Information Classification: Limited Access
-12-
USAA CONTRACT CONTROL NO: 0000019025-01
20.
DATA
PROTECTION
|
The Sub-Administrator shall implement and maintain a comprehensive written information |
|
|
security program that contains appropriate security measures to safeguard the personal information |
|
|
of each Trust's shareholders, employees, directors and/or officers that the Sub-Administrator |
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|
receives, stores, maintains, processes or otherwise accesses in connection with the provision of |
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|
services hereunder. For these purposes, "personal information" shall mean |
(i) an individual's |
|
name (first initial and last name or first name and last name), address or telephone number plus |
|
(a)social security number, (b) driver's license number, (c) state identification card number, (d) debit or credit card number, (e) financial account number or (f) personal identification number or
password that would permit access to a person's account or (ii) any combination of the foregoing that would allow a person to log onto or access an individual's account. Notwithstanding the foregoing "personal information" shall not include information that is lawfully obtained from publicly available information, or from federal, state or local government records lawfully made available to the general public.
21.
ENTIRE AGREEMENT
|
This Agreement contains the entire understanding between the parties hereto with respect |
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to the subject matter hereof and supersedes |
all |
previous representations, warranties |
or |
|
commitments regarding the services to be performed hereunder whether oral or in writing. |
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||
22.
WAIVER
The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver nor shall it deprive such party of the right thereafter to insist upon strict adherence to that term or any term of this Agreement or the failure of a ▇▇▇▇▇ hereto to exercise or any delay in exercising any right or remedy under this Agreement shall not constitute a waiver of any such term, right or remedy or a waiver of any rights or remedies, and no single or paitial exercise of any right or remedy under this Agreement shall prevent any fmther exercise of the right or remedy or the exercise or any other right or remedy. Any waiver must be in writing signed by the waiving pa1ty.
23.
SEVERABILITY
|
If any provision or provisions |
of this Agreement |
|
unenforceable, the validity, legality and enforceability of |
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way be affected or impaired. |
|
shall be held the remaining
to be invalid, unlawful or provisions shall not in any
24.
GOVERNING
LAW
This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the state of New York, without regard to its conflicts of laws rules.
25.
REPRODUCTION OF DOCUMENTS
Information Classification: Limited Access
-13-
USAA CONTRACT CONTROL NO: 0000019025-01
This Agreement and all schedules, exhibits, attachments and amendments hereto may be reproduced by any photographic, xerographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto all/each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.
26.
COUNTERPARTS
This Agreement may be to be an original, and all such Agreement. Counterparts may (e.g. faxes or emailed p01iable original any signatures received
executed in several counterparts, each of which shall be deemed counterparts taken together shall constitute one and the same be executed in either original or electronically transmitted form document format (PDF) form), and the parties hereby adopt as via electronically transmitted form.
[Remainder
ofpage
intentionally left blank.]
Information Classification:
Limited
Access
-14-
USAA CONTRACT CONTROL NO: 0000019025-01
EXECUTION
COPY
by
their
IN WITNESS WHEREOF, the officers designated below as of
pa1iies hereto have caused this Agreement to be executed the date first written above.
USAA ASSET MANAGEMENT COMPANY
By:
Name:
Preeti Temple
Title:
Supply Chain Manager Senior
STATE
S~~D
TRUST COMPANY
By:
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Executive Vice President
Sub-Administration Agreement
USAA CONTRACT CONTROL NO: 0000019025-01
SUB-ADMINISTRATION AGREEMENT
SCHEDULE A
Listing of Fund(s)
USAA ETF Trust on behalf of its series,
USAA MSCI USA Value Momentum Blend Index ETF
USAA MSCI USA Small Cap Value Momentum Blend Index ETF
USAA MSCI International Value Momentum Blend Index ETF
USAA MSCI Emerging Markets Value Momentum Blend Index ETF
USAA Core Short-Term Bond ETF
USAA Core Intermediate-Term Bond ETF
USAA Mutual Funds Trust on behalf of its series,
USAA TAX EXEMPT SHORT TERM
USAA TAX EXEMPT INTERMEDIATE
USAATAXEXEMPTLONGTERM
USAA TAX EXEMPT MONEY MARKET
USAA CALIFORNIA BOND FUND
USAA ▇▇▇▇▇▇▇▇ ▇▇▇▇ FUND
USAA NEW YORK BOND FUND
USAA TARGET MANAGED ALLOCATION
USAA GLOBAL EQUITY INCOME FUND
USAA PRECIOUS METALS & MINERAL
USAA GOVERNMENT SECURITIES
USAA TREASURY MONEY MKT TRUST
USAA WORLD GROWTH FUND
USAA MANAGED ALLOCATION FUND
USAA CORNERSTONE EQUITY
USAA CORNERSTONE CONSERVATIVE
USAA CORNERSTONE MOD AGO FUND
USAA GROWTH & TAX STRATEGY
USAA CORNERSTONE MODERATE FUND
USAA EMERGING MARKETS FUND
USAA CORNERSTONE AGGRESSIVE
USAA CORNERSTONE MODERATE CONS
USAA INTERNATIONAL FUND
USAA INCOME FUND
USAA MONEY MARKET FUND
USAASHORTTERMBONDFUND
USAA SCIENCE & TECHNOLOGY FUND
USAA HIGH INCOME FUND
USAA INTERMEDIATE TERM BOND
USAA CAPITAL GROWTH
Information Classification: Limited Access
A-1
USAA CONTRACT CONTROL NO: 0000019025-01
USAA VALUE FUND
USAA GROWTH FUND
USAA INCOME STOCK FUND
USAASMALLCAPSTOCKFUND
USAA FIRST START GROWTH
USAA GROWTH AND INCOME FUND
USAA AGGRESSNE GROWTH FUND
USAA TOTAL RETURN STRATEGY
USAA GLOBAL MANAGED VOLATILITY
USAA REAL RETURN FUND
USAA TARGET RETIREMENT
USAA TARGET RETIREMENT
USAA TARGET RETIREMENT
USAA TARGET RETIREMENT
USAA TARGET RETIREMENT
USAA TARGET RETIREMENT
USAA NASDAQ-100 INDEX FUND
USAA ULTRA SHORT BOND FUND
USAA FLEXIBLE INCOME FUND
USAA EXTENDED MARKET INDEX FUND
Information Classification: Limited Access
-2-
USAA CONTRACT CONTROL NO: 0000019025-01
I. II. III. IV. V. VI.
SUB-ADMINISTRATION AGREEMENT
SCHEDULEB LIST OF SERVICES Treasury Services as described in Schedule B1 attached hereto; Tax Services as described in Schedule B2 attached hereto;
Reserved; Reserved; Reserved; and N-PORT-Related Services as described in Schedule B6 attached hereto.
Information Classification: Limited Access
USAA CONTRACT CONTROL NO: 0000019025-01
a.
b.
c.
cl.
e.
f.
g.
|
Schedule Bl |
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Treasury Services |
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Prepare for the review by designated officer(s) of the Administrator |
or the Trust |
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financial information regarding the Fund(s) that will be included |
in |
the Trust's |
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semi-annual and annual shareholder rep01is, and other quarterly reports (as |
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|
mutually agreed upon), including tax footnote disclosures where applicable; |
||
|
Coordinate the audit of the Trust's financial statements by the Trust's independent |
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|
accountants, including the preparation of supp01iing audit workpapers and other |
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schedules; |
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Prepare for the review by designated officer(s) of the Administrator |
or the Trust the |
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Trust's periodic financial reports required to be filed with the SEC on Form N-SAR |
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(until such form is no longer applicable) and financial information required by |
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|
Form N-lA, proxy statements and such other repo1is, forms or filings as may be |
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|
mutually agreed upon; |
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Prepare and furnish total return performance information for the Funds, including |
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|
such information on an after-tax basis, calculated in accordance with applicable |
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|
U.S. securities laws and regulations, as may be reasonably requested by. the |
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Administrator or the Trust; |
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Prepare and disseminate vendor survey information; |
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Provide sub-ce1iificates in connection with the certification requirements of the |
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▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the services provided |
by the Sub- |
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Administrator; and |
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Maintain certain books and records of the Trust as required under Rule 3la-l(b) of |
||
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the 1940 Act, as may be mutually agreed upon. |
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Information Classification: Limited Access
Bl-1
USAA CONTRACT CONTROL NO: 0000019025-01
SCHEDULEB2
Tax Services
a.
b.
Prepare annual tax basis provisions for both excise and income tax purposes, including wash sales and all tax financial statement disclosure;
Prepare the Funds' annual federal, state, and local income tax returns and extension requests for review and for execution and filing by the Trust's independent accountants and execution and filing by the Trust's treasurer, including Form 1120-RIC, Form 8613 and Form 1099-MISC;
c. d.
Prepare annual shareholder reporting information relating to Form 1099-DIV;
Preparation of financial information relating to Form 1099-DIV, including completion of the ICI Primary and Secondary forms, Qualified Dividend Income, Dividends Received Deduction, Alternative Minimum Tax, Foreign Tax Credit, United States Government obligations;
|
e. |
Review annual minimum distribution calculations (income and capital gain) for |
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both federal and excise tax purposes prior to their declaration; and |
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f. |
Participate |
in discussions of potential tax issues with the Funds and the Funds' |
|
|
audit firm. |
· |
|
Tax services, |
as described in this Schedule, do not include identification of passive foreign |
|
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investment companies, qualified interest income securities or Internal Revenue Code Section |
||
|
1272(a)(6) tax calculations for asset backed securities. |
||
Information Classification: Limited Access
B2-1
USAA CONTRACT CONTROL NO: 0000019025-01
Schedule B6
Form N-PORT (the "Form N-PORT Services") and Form N-CEN (the "Form N-CEN Services") Support Services (collectively, the "Form N-PORT and Form N-CEN Support Services") and Quarterly Portfolio oflnvestments Services (collectively, with the Form N- PORT and Form N-CEN Support Services, and for purposes of this Schedule B6, the "Services")
I. (a)
The Services. Standard N-PORT and N-CEN Reporting Solution {Data and Filing):
|
• |
Subject to the receipt of all required data, documentation, |
assumptions, information and |
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assistance from the Administrator (including from any third parties with whom the |
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Administrator will need to coordinate in order to produce such data, documentation, and |
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information), the Sub-Administrator will use required data, documentation, assumptions, |
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information and assistance from the Administrator and/or the Funds, as the case may be, |
||
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the Sub-Administrator's internal systems and, in the case |
of Funds not administered by |
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the Sub-Administrator or its affiliates, third party Trust administrators, or other data |
||
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providers, including but not limited to Third Party Data (as defined below) (collectively, |
||
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|
the "Required Data"), to perform necessary data aggregations (including any applicable |
||
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|
aggregation of risk metrics) and calculations and prepare, as applicable: (i) a monthly |
||
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draft Form N-PORT standard template for review and approval by the Administrator |
and |
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||
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(ii) annual updates of Form N-CEN for review and approval by the Administrator. |
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•The Administrator acknowledges and agrees that it will be responsible for reviewing and approving each such draft N-PORT template and N-CEN update.
|
• |
Following review and final approval by the Administrator of each such draft Form N- |
|||
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|
PORT template and N-CEN update, and at the direction of and on behalf |
of the |
||
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|
Administrator, the Sub-Administrator will (i) produce an .XML formatted file |
of the |
||
|
|
completed Form N-PORT and Form N-CEN and maintain a record thereof in accordance |
|||
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|
with this Agreement and (ii) when required, electronically submit such filing to the SEC. |
|||
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The Form N-PORT Services will ,be provided to the Administrator |
with respect to the |
||
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||
|
ETF Trust and each Fund as set forth in the attached Annex |
1, which shall be executed |
by the |
||
|
Sub-Administrator and the Administrator. The Form N-CEN |
Services will be provided to the |
|||
|
Administrator with respect to the ETF Trust as set forth in the attached Annex 1. Annex 1 may |
||||
|
be updated from time to time upon the written request of the Administrator and by vhiue of an |
||||
|
updated Annex 1 that is signed by both parties. |
|
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|
|
(b)
Quarterly Portfolio
of
Investments Services:
•
Subject to the Form N-CEN
receipt of all Required Data, and as a component Suppo1i Services, the Sub-Administrator will use
of the such
Form N- Required
PORT and Data from
Information Classification: Limited Access
-2-
USAA CONTRACT CONTROL NO: 0000019025-01
|
|
the Administrator, the Sub-Administrator's internal systems and other data providers to |
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prepare a draft portfolio of investments (the "Portfolio of |
Investments"), |
compliant with |
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GAAP, as of the Trust's first and third fiscal quarter-ends. |
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• |
Following review and final approval by the Administrator of each such draft Portfolio of |
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Investments, and at the direction of and on behalf of |
the Administrator, |
the |
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Sub- |
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fiscal |
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Administrator will attach each Portfolio of Investments |
to the first and third |
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quarter-end N-PORT filing that is submitted electronically |
to the SEC. |
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The Quarterly Portfolio of Investments Services will be provided to the Administrator |
with |
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respect to the Funds as set forth in the attached Annex 1, which shall be executed by the Sub- |
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|
Administrator and the Administrator. Annex 1 may be updated from time to time upon the |
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written request of the Administrator and by virtue of an updated Annex 1 that is signed by both |
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parties. |
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(c)
Liquidity Risk Measurement Services:
•Not Applicable.
II.
Administrator Duties, Representations and Covenants in Connection with the Services.
|
The provision of the Services to the Administrator, with respect to the Trust and the Funds, by |
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the Sub-Administrator is subject to the following terms and conditions: |
|
||||||||
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1. |
The parties acknowledge and agree on the following matters: |
|
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The Services depend, directly or indirectly, on: (i) |
Required Data and (ii) information concerning |
||||||||
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the Administrator, the Trust, their affiliates or |
any Fund, pooled vehicle, security |
or other |
|||||||
|
investment or portfolio regarding which the Administrator |
or its affiliates provide services or is |
||||||||
|
otherwise associated ("Administrator Entities") that is generated or aggregated by |
the Sub- |
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Administrator or its affiliates in |
connection with services |
performed on the Administrator's |
|||||||
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behalf or otherwise prepared by |
the Sub-Administrator |
("State Street Data," together with |
|||||||
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Required Data and Third Party Data (as defined below), "Services-Related Data"). |
The Sub- |
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Administrator's obligations, responsibilities and liabilities with respect to any State Street Data |
|||||||||
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used in connection with other services received by the Administrator |
on behalf of the Trust or the |
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Funds, as the case may be, shall be as provided in such respective other agreements between the |
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Sub-Administrator or its affiliates and the Administrator |
relating to such other services (e.g., |
||||||||
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||||
|
administration and/or custody services, etc.) from which the State Street Data is derived or |
|||||||||
|
sourced |
("Other Administrator Agreements"). |
Nothing |
|
in |
this |
|
Agreement or any service |
||
|
schedule(s) shall limit or modify the Sub-Administrator's |
or |
its |
affiliates' obligations to the |
||||||
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|
|||||
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Administrator under the Other Administrator Agreements. |
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|
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Information Classification: Limited Access
B2-3
USAA CONTRACT CONTROL NO: 0000019025-01
|
In connection with the provision of |
the Services by |
the Sub-Administrator, |
the Administrator |
||||||
|
acknowledges and agrees that it will |
be |
responsible for providing the Sub-Administrator |
with |
||||||
|
|
|||||||||
|
any information requested by the Sub-Administrator, including, but not limited to, the following: |
|||||||||
|
(A) Arranging for the regular provision of all Services-Related Data (including State |
|||||||||
|
Street Data, where applicable) and related information to the Sub-Administrator, in |
|||||||||
|
formats compatible with Sub-Administrator-provided data templates including, without |
|||||||||
|
limitation, Required Data and the information and assumptions required by the Sub- |
|||||||||
|
Administrator in connection with an Administrator reporting profile and onboarding |
|||||||||
|
checklist, as it, or the information or assumptions required, may be revised at any time by |
|||||||||
|
the Sub-Administrator, in its |
discretion (collectively, the |
|
"Onboarding Checklist") |
and |
|||||
|
such other forms and templates |
as may be |
used by the Sub-Administrator |
for |
such |
|||||
|
|
|
|
|||||||
|
purposes from time to time, for the Trust and |
all Funds on behalf of which services are |
||||||||
|
provided under this Agreement, including but not limited to those to be reported on Form |
|||||||||
|
N-PORT and Form N-CEN (as determined by the Administrator), including, |
|
without |
|||||||
|
limitation, arranging for the provision of data from the Administrator, |
its affiliates, third |
||||||||
|
|
|
|
|
||||||
|
party administrators, prime brokers, custodians, and other relevant parties. If and to the |
|||||||||
|
extent that Services-Related Data |
is already accessible to |
|
the Sub-Administrator |
(or any |
|||||
|
|
|
|
|||||||
|
of its affiliates) in its capacity as |
administrator or service provider to the Trust or one or |
||||||||
|
more Funds, the Sub-Administrator and the Administrator |
will agree on the scope of the |
||||||||
|
|
|
|
|
|
|||||
|
information to be extracted from the Sub-Administrator's |
or any of its affiliate's systems |
||||||||
|
|
|
|
|
|
|
||||
|
for purposes of the Sub-Administrator's provision of the Services subject to the discretion |
|||||||||
|
of the Sub-Administrator, and the Sub-Administrator is either hereby, or pursuant to a |
|||||||||
|
Proper Instruction under Section 7 of the Agreement, expressly authorized to |
|
use any |
|||||||
|
such information as necessary in connection with providing the Services hereunder; and |
|||||||||
(B)Providing all required information and assumptions not otherwise included in Trust data and assumptions provided pursuant to Section l(A) above, including but not limited
|
to the Services-Related Data, as may be required in order for the Sub-Administrator |
to |
|
|
|
||
|
provide the Services. |
|
|
|
The following are examples of certain types of information that the Administrator |
is likely to be |
|
|
|
|
|
|
required to provide pursuant to Sections l(A) and l(B) above, and the Administrator hereby |
||
|
acknowledges and understands that the following categories of information are merely |
||
|
illustrative examples, are by no means an exhaustive list of all such required information, and are |
||
|
subject to change as a result of any amendments to Form N-PORT and Form N-CEN: |
|
|
• • • •
|
SEC filing classification of the Trust (i.e., small or large filer); |
|
|
Identification of any data sourced from third parties; |
|
|
Identification of any securities reported as Miscellaneous; |
and |
|
|
|
|
Any Explanatory Notes included in N-PORT Section E. |
|
|
2. |
The Administrator acknowledges that |
|
material assumptions used by the Administrator |
|
|
Administrator |
in connection with the completion of |
it has provided to the Sub-Administrator all or that are expected to be used by the Form N-PORT and Form N-CEN and the
Information Classification: Limited Access
-4-
USAA CONTRACT CONTROL NO: 0000019025-01
|
provision of the Services and that it has approved all material assumptions used by the Sub- |
|||
|
Administrator in the provision of the Services prior to the first use of the Services. |
The |
||
|
Administrator will also be responsible for promptly notifying the Sub-Administrator |
of |
any |
|
|
changes in any such material assumptions previously notified to the Sub-Administrator |
by |
the |
|
|
Administrator or otherwise previously approved by the Administrator in connection with the |
|||
|
Sub-Administrator's provision of the Services. The Administrator acknowledges that the |
|||
|
completion of Form N-PORT and Form N-CEN and the provision of the Services and the data |
|||
|
required thereby, requires the use of material assumptions in connection with many different |
|||
|
categories of information and data, and the use and/or reporting thereof, including, but not |
|||
|
limited to the following: |
|
|
|
|
• |
Investment classification of positions; |
|
|
•Assumptions necessary in converting data extracts;
•General operational and process assumptions used by the Sub-Administrator in performing the Services; and
•Assumptions specific to the Trust or any Fund.
The Administrator hereby acknowledges and understands that the foregoing categories of information that may involve the use of material assumptions are merely illustrative examples of ce1iain subject matter areas in relation to which the Administrator (and/or the Sub-Administrator on its behalf in connection with the Services) may rely on various material assumptions, and are by no means an exhaustive list of all such subject matter areas.
3.The Administrator acknowledges and agrees on the following matters:
(A)The Administrator has independently reviewed the Services (including, without limitation, the assumptions, market data, securities prices, securities valuations, tests and calculations used in the Services), and the Administrator has determined that the Services are
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suitable for its purposes. None of the Sub-Administrator or its affiliates, nor their respective |
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officers, directors, employees, representatives, agents |
or service providers |
(collectively, |
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including the Sub-Administrator, "State Street Paiiies") make any express or implied warranties |
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or representations with respect to the Services or otherwise. |
· |
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(B)The Administrator assumes full responsibility for complying with all securities,
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tax, commodities and other laws, rules and regulations applicable to the Trust or any |
of |
the |
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Funds, as the case may be. The Sub-Administrator is not providing, and the Services |
do |
not |
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constitute, legal, tax, investment, or regulatory advice, or accounting or auditing services advice. |
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Unless otherwise agreed to in writing by the parties to this Agreement, the Services are |
of |
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general application and the Sub-Administrator is not providing any customization, guidance, or |
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recommendations. Where the Administrator uses Services to comply with any law, regulation, |
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agreement, or other Administrator obligations, the Sub-Administrator makes no representation |
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that any Service complies with such law, regulation, agreement, or other obligation, and the Sub- |
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Administrator has no obligation of compliance with respect thereto. |
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(C)The Administrator may use the Services and any reports, charts, graphs, data,
analyses and other results generated by the Sub-Administrator in connection with the Services
Information Classification: Limited Access
B2-5
USAA CONTRACT CONTROL NO: 0000019025-01
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and provided by the Sub-Administrator to the Administrator ("Materials;"; provided that the term |
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"Materials" as used in this Schedule B6 shall not include the Trust or any |
Fund's raw data or the |
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as-filed versions of the Trust's or any |
Fund's Form N-PORT, Form N-CEN and Po1ifolio |
of |
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Investments filings) as follows: |
(a) for the internal business purpose of the Administrator |
or the |
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Trust relating to the applicable Service or (b) for submission to the U.S. Securities and Exchange |
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Commission, as required, |
of a Form N-PORT filing and a Form N-CEN update, including |
any |
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P01ifolio of Investments, |
if applicable. |
The Administrator or the Trust may also redistribute the |
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Materials, or an excerpted portion thereof, to the Funds or their investment advisers, agents, |
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clients, investors or participants, |
as |
applicable, |
that have a reasonable interest in the Materials in |
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connection with their relationship |
with |
the Administrator or |
the Trust (each a |
"Permitted |
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Person"); provided, however, (i) neither the Administrator, |
nor the Trust or any Fund may charge |
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a fee, profit, or otherwise benefit from the redistribution |
of Materials to Permitted Persons, |
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(ii) |
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data provided by third paiiy sources such as but not limited to market or index data ("Third Party |
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Data") contained in the Services-Related Data or other Materials may not be redistributed other |
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than Third Paiiy Data that is embedded |
in the calculations presented in the Materials |
and not |
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otherwise identifiable as Third Paiiy Data, except to the extent the Administrator has separate |
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license rights with respect to the use of such Third Party Data, or (iii) none of the Administrator, |
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the Trust or any Fund may use the Services or Materials |
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in any way to compete or enable any |
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third party to compete with the Sub-Administrator. |
No Permitted Person shall have any fmiher |
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rights in, the Materials or any |
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rights of use or redistribution with respect to, or any ownership |
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excerpted po1iion thereof. |
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Except as expressly provided |
in this |
Section 3(C), the |
Administrator, the Trust, the |
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Funds, any of their affiliates, or any |
of |
their respective |
officers, |
directors, |
employees, |
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Administrators, investment advisers, agents or any other third pa1iy, including any client of, or |
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investor or participant in the Trust or a Fund or any Permitted Persons |
(collectively, including |
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the Administrator, "Administrator Pa1iies"), may not directly or indirectly, sell, rent, lease, |
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license or sublicense, transmit, transfer, distribute or redistribute, disclose display, or provide, or |
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otherwise make available or permit access to, all or any part |
of the Services or the Materials |
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(including any State Street Data or Third Party Data contained therein, except with respect to |
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Third Paiiy Data to the extent the Administrator |
has separate license rights with respect to |
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the |
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use of such Third Paiiy Data). Without limitation, |
Administrator Parties shall not themselves nor |
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permit any other person to in whole or in part to (i) modify, enhance, create derivative works, |
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reverse engineer, decompile, decompose or disassemble the Services or the Materials; (ii) make |
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copies of the Services, the Matetials or portions thereof; (iii) secure any source code used in the |
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Services, or attempt to use any po1iions of the Services in any form other than machine readable |
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object code; (iv) commercially exploit or otherwise use the Services or the Materials for the |
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benefit of any third paiiy in a service bureau or software-as-a-service environment |
(or similar |
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structure), or otherwise use the Services or the Materials to perform services for any third pmiy, |
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including for, to, or with consultants |
and independent contractors; or (v) attempt any |
of |
the |
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foregoing or otherwise use the Services or the Materials for any purpose other than as expressly |
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authorized under this Agreement. |
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(D)The Administrator by any Administrator Parties to
shall limit a need-to
the access and use of the Services and the Materials -know basis and, in connection with its obligations
Information Classification: Limited Access
-6-
USAA CONTRACT CONTROL NO: 0000019025-01
under this Agreement, the Administrator shall be responsible and liable for all acts and omissions of any Administrator Parties.
(E)The Services, the Materials and all confidential information of the Sub- Administrator (as confidential information is defined in the Agreement and other than Third Paiiy Data and Required Data), are the sole property of the Sub-Administrator. The Administrator has no rights or interests with respect to all or any part of the Services, the Materials or the Sub-Administrator's confidential information, other than its use and redistribution rights expressly set f01ih in Section 3(C) herein. The Administrator, on its own behalf and on behalf of the Trust and the Funds, automatically and irrevocably assigns to the Sub-Administrator any right, title or interest that it has, or may be deemed to have, in the Services, the Materials or the Sub-Administrator's confidential information, including, for the avoidance of doubt and without limitation, any Administrator Paiiy feedback, ideas, concepts, comments, suggestions, techniques or know-how shared with the Sub-Administrator (collectively, "Feedback") and the State Street Parties shall be entitled to incorporate any Feedback in the Services or the Materials or to otherwise use such Feedback for its own commercial benefit without obligation to compensate the Administrator.
(F)The Sub-Administrator may rely on Services-Related Data used in connection with the Services without independent verification. Services-Related Data used in the Services may not be available or may contain errors, and the Services may not be complete or accurate as a result.
[Rema;nder ofPage lntenNonally Left Blank]
Information Classification: Limited Access
B2-7
USAA CONTRACT CONTROL NO: 0000019025-01
ANNEX
I
(ETFs)
|
USAA ASSET MANAGEMENT COMPANY |
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Further to the Amended and Restated Sub-Administration |
Agreement dated as |
of June 29, 2018, |
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between USAA Asset Management Company (the "Administrator") and State Street Bank and |
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Trust Company (the "Sub-Administrator"), the Administrator and the Sub-Administrator |
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mutually agree to update this Annex 1 by adding/removing Funds as applicable: |
|
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Form N-PORT Services |
Service Type |
and
Quarterly Portfolio of Investments
Services
Standard N-PORT
Reporting Solution (Data
and Filing)
and
Quarterly Portfolio of
Investments
USAA
MSCI USA Value Momentum Blend Index ETF
USAA MSCI USA Small Cap Value Momentum Blend Index
ETF
USAA MSCI International Value Momentum Blend Index
ETF
USAA MSCI Emerging Markets Value Momentum Blend
IndexETF
USAA Core Short-Term Bond ETF
USAA Core Intermediate-Term Bond ETF
Form N-CEN Services
Information Classification: Limited Access
-8-
USAA CONTRACT CONTROL NO: 0000019025-01
IN WITNESS WHEREOF, the undersigned, by this Annex 1 (ETFs) as of the last signature date
their authorized representatives, have executed set forth below.
|
USAA ASSET MANAGEMENT |
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COMPANY |
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By: |
/J,udi,' A. T~ |
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Name: |
Preeti Temple |
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Title: |
Supply Chain Manager Senior |
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Address: |
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Date: |
July 12, ▇▇▇▇ |
▇▇▇▇▇ ▇▇▇▇▇▇ BANK AND TRUST COMPANY~
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By: |
----------------- |
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Name: /mdrecu E r·,c:. /<_Son |
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Title: t-1.ecLL+i\re |
V\.c_e |
f,f)Stdeni |
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Address: |
b'f\.Q Lt n |
co\ n |
S \tee+ |
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Date: |
BoS-n)'<\ |
.\\A A |
O |
t-\ \ \ |
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4\l3\1Z |
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Information Classification:
Limited
Access
B2-9
USAA CONTRACT CONTROL NO: 0000019025-01
I. II. III. IV. V. VI.
|
SUB-ADMINISTRATION AGREEMENT |
|
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SCHEDULEC |
|
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LIST OF SERVICES |
|
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Treasury Services as described in Schedule |
Cl attached hereto |
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Reserved; |
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Reserved; |
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|
Reserved; |
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Reserved; and |
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N-PORT-Related Services as described in Schedule C6 attached hereto. |
|
Information Classification: Limited Access Information Classification: Limited Access
USAA CONTRACT CONTROL NO: 0000019025-01
a.
b.
c.
d.
e.
|
Schedule Cl |
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Treasury Services |
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Prepare for the review by designated officer(s) of the Administrator |
or the Trust |
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financial information regarding the Fund(s) that will be included in the Trust's |
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semi-annual and annual shareholder repotis and other quaiierly reports (as mutually |
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|
agreed upon), including tax footnote disclosures where applicable; |
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Coordinate the audit of the Trust's financial statements by the Trust's independent |
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accountants, including the preparation of supp01iing audit workpapers and other |
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schedules; |
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Prepare for the review by designated officer(s) of the Administrator |
or the Trust the |
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Trust's periodic financial repo1is required to be filed with the SEC on Form N-SAR |
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(until such form is no longer applicable) and; |
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Provide sub-ce1iificates in connection with the ce1iification requirements of the |
||
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▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the services provided |
by the Sub- |
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Administrator; and |
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Prepare and disseminate vendor survey information. |
|
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Information Classification: Limited Access Information Classification: Limited Access
C2-1
USAA CONTRACT CONTROL NO: 0000019025-01
Schedule C6
I. (a)
Quarterly Portfolio oflnvestments Services (the "Services" or "N-PORT-Related Services")
The Services. Standard N-PORT and N-CEN Reporting Solution (Data and Filing):
•Not Applicable.
(b)
Quarterly Portfolio
of
Investments Services:
•
Subject to the receipt of all Required Data, and as a component of the Trust's Form N- PORT and Form N-CEN filings, the Sub-Administrator will use such Required Data from the Administrator, the Sub-Administrator's internal systems and other data providers to prepare a draft portfolio of investments (the "Portfolio of Investments"), compliant with GAAP, as of the Trust's first and third fiscal quarter-ends.
•Following review and final approval by the Administrator of each such draft Portfolio of Investments, and at the direction of and on behalf of the Administrator, the Sub- Administrator will attach each Portfolio of Investments to each first and third fiscal quarter-end Form N-PORT filing that has been submitted electronically to the SEC by or on behalf of the Trust.
|
The Quarterly Portfolio of Investments Services will be provided to the Administrator with |
|
|
respect to the Mutual Funds Trust as set f01ih in the attached Annex 1, which shall be executed |
|
|
by the Sub-Administrator and the Administrator. Annex 1 may be updated from time to time |
|
|
upon the written request of the Administrator and by viliue of an updated Annex 1 that is signed |
|
|
by both pa1iies. |
|
|
(c) |
Liquidity Risk Measurement Services: |
|
• |
Not Applicable. |
|
II. |
Administrator Duties, Representations and Covenants in Connection with the |
|
|
Services. |
The Sub
provision of the -Administrator is
Setvices to the Administrator, on behalf of the Trust and the Funds, by the subject to the following terms and conditions:
1.
The parties acknowledge and agree on the following matters:
|
Information Classification: |
Limited Access |
|
Information Classification: |
Limited Access |
-2-
USAA CONTRACT CONTROL NO: 0000019025-01
|
The Services depend, directly or indirectly, on: (i) Required Data and (ii) information concerning |
|||
|
the Administrator, the Trust, their affiliates or any Fund, pooled vehicle, security or other |
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investment or portfolio regarding which the Administrator or its affiliates provide services or is |
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otherwise associated ("Administrator Entities") that is generated or aggregated by |
the Sub- |
||
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Administrator or its affiliates in connection with services performed on the Administrator's |
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behalf or otherwise prepared by the Sub-Administrator ("State Street Data," together with |
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Required Data and Third Party Data (as defined below), "Services-Related Data"). |
The Sub- |
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Administrator's obligations, responsibilities and liabilities with respect to any State Street Data |
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used in connection with other services received by the Administrator on behalf of the Trust or the |
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Funds, as the case may be, shall be as provided in such respective other agreements between the |
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Sub-Administrator or its affiliates and the Administrator relating to such other services (e.g., |
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administration and/or custody services, etc.) from which the State Street Data is derived or |
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sourced ("Other Administrator Agreements"). |
Nothing in this Agreement or any service |
||
|
schedule(s) shall limit or modify the Sub-Administrator's or its affiliates' obligations to the |
|||
|
Administrator under the Other Administrator Agreements. |
|
||
|
In connection with the provision of the Services by the Sub-Administrator, the Administrator |
|||
|
acknowledges and agrees that it will be responsible for providing the Sub-Administrator with |
|||
|
any information requested by the Sub-Administrator, including, but not limited to, the following: |
|||
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(A) Arranging for the regular provision |
of all Services-Related Data (including State |
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Street Data, where applicable) and related information to the Sub-Administrator, in |
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formats compatible with Sub-Administrator-provided data templates including, without |
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limitation, Required Data and the information and assumptions required by |
the Sub- |
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Administrator in connection with an Administrator reporting profile and onboarding |
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checklist, as it, or the information or assumptions required, may be revised at any time by |
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the Sub-Administrator, in its discretion |
(collectively, the "Onboarding. Checklist") and |
||
|
such other forms and templates as may be used by the Sub-Administrator for such |
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purposes from time to time, for the Trust and all Funds on behalf of which services are |
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provided under this Agreement, |
, including, without limitation, arranging for the |
||
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provision of data from the Administrator, its affiliates, third pa1iy administrators, prime |
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brokers, custodians, and other relevant parties. If and to the extent that Services-Related |
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Data is already accessible to the Sub-Administrator (or any of its affiliates) in its capacity |
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as administrator or service provider to the Trust or one or more Funds, the Sub- |
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|
Administrator and the Administrator will agree on the scope of the information to be |
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extracted from the Sub-Administrator's or any of its affiliate's systems for purposes of |
|||
|
the Sub-Administrator's provision |
of the Services subject to the discretion of the Sub- |
||
|
Administrator, and the Sub-Administrator is either hereby, or pursuant to |
a Proper |
||
|
Instruction under Section 7 of the Agreement, expressly authorized to use any such |
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|
information as necessary in connection with providing the Services hereunder; and |
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|
(B) Providing all required information and assumptions not othe1wise included in Trust |
|||
|
data and assumptions provided pursuant to Section l(A) above, including but not limited |
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to the Services-Related Data, as may be required in order for the Sub-Administrator to |
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provide the Services. |
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Information Classification: Limited Access |
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Information Classification: Limited Access |
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C2-3
USAA CONTRACT CONTROL NO: 0000019025-01
The following are examples of certain types of information that the Administrator is likely to be required to provide pursuant to Sections l(A) and l(B) above, and the Administrator hereby acknowledges and understands that the following categories of information are merely illustrative examples, are by no means an exhaustive list of all such required information, and are subject to change as a result of any amendments to the Quatierly Portfolios of Investments regulatory requirements:
•SEC filing classification of the Trust (i.e., small or large filer);
•Identification of any data sourced from third pa1iies;
•Identification of any securities rep01ied as Miscellaneous; and
2.The Administrator acknowledges that it has provided to the Sub-Administrator all material assumptions used by the Administrator or that are expected to be used by the Administrator in connection with the provision of the Services and that it has approved all material assumptions used by the Sub-Administrator in the provision of the Services prior to the first use of the Services. The Administrator will also be responsible for promptly notifying the Sub-Administrator of any changes in any such material assumptions previously notified to the Sub-Administrator by the Administrator or otherwise previously approved by the Administrator in connection with the Sub-Administrator's provision of the Services. The Administrator acknowledges that the provision of the Services and the data required thereby, requires the use of material assumptions in connection with many different categories of information and data, and the use and/or reporting thereof, including, but not limited to the following:
•Investment classification of positions;
•Assumptions necessary in conve1iing data extracts;
•General operational and process assumptions used by the Sub-Administrator in performing the Services; and
•Assumptions specific to the Trust or any Fund.
The Administrator hereby acknowledges and understands that the foregoing categories of information that may involve the use of material assumptions are merely illustrative examples of ce1iain subject matter areas in relation to which the Administrator (and/or the Sub-Administrator on its behalf in connection with the Services) may rely on various material assumptions, and are by no means an exhaustive list of all such subject matter areas.
3.The Administrator acknowledges and agrees on the following matters:
(A)The Administrator has independently reviewed the Services (including, without limitation, the assumptions, market data, securities prices, securities valuations, tests and calculations used in the Services), and the Administrator has determined that the Services are suitable for its purposes. None of the Sub-Administrator or its affiliates, nor their respective officers, directors, employees, representatives, agents or service providers (collectively,
Information Classification: Limited Access
Information Classification: Limited Access
-4-
USAA CONTRACT CONTROL NO: 0000019025-01
including the Sub-Administrator, "State Street Parties") make any express or implied warranties or representations with respect to the Services or otherwise.
(B)The Administrator assumes full responsibility for complying with all securities,
|
tax, commodities and other laws, rules and regulations |
applicable to the Trust or any |
of the |
||||
|
|
|
|
|
|||
|
Funds, as the case may be. The Sub-Administrator is not providing, and the Services do not |
||||||
|
constitute, legal, tax, investment, or regulatory advice, or accounting or auditing services advice. |
||||||
|
Unless othe1wise agreed to in writing by the parties to this Agreement, |
the Services |
are |
of |
|||
|
general application and the Sub-Administrator |
is not providing any customization, guidance, |
or |
||||
|
|
||||||
|
|
|
|
|
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|
|
|
recommendations. Where the Administrator uses Services to comply with any law, regulation, |
||||||
|
agreement, or other Administrator obligations, the Sub-Administrator makes no representation |
||||||
|
that any Service complies with such law, regulation, |
agreement, or other obligation, and the Sub- |
|||||
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||
|
Administrator has no obligation of compliance |
with respect thereto. |
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||
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|
|
(C)The Administrator may use the Services and any reports, charts, graphs, data,
|
analyses and other results generated |
by |
|
the Sub-Administrator |
in connection |
with the Services |
||||||||||||||
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|||||||||||||||
|
and provided by the Sub-Administrator to the Administrator ("Materials;"; provided that the term |
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|
"Materials" as |
used in this Schedule B6 shall not include the Trust or any |
Fund's raw data or the |
|||||||||||||||||
|
as-filed versions |
of the Trust's Portfolio |
of Investments filings) as follows: |
(a) for the internal |
||||||||||||||||
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business purpose |
of the Administrator |
or the Trust relating to the applicable Service or (b) for |
|||||||||||||||||
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|
|
Commission, as required, |
of any Portfolio |
of |
||||||||||||
|
submission to the U.S. Securities and Exchange |
|||||||||||||||||||
|
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|||||||||||
|
Investments. The Administrator or the Trust may also redistribute the Materials, or an excerpted |
|||||||||||||||||||
|
p01iion thereof, to the Funds or their investment advisers, agents, clients, investors or |
|||||||||||||||||||
|
participants, as applicable, that have |
a reasonable interest in the Materials in connection with |
||||||||||||||||||
|
their relationship with the Administrator or the Trust (each a "Permitted Person"); provided, |
|||||||||||||||||||
|
however, (i) neither the Administrator, |
|
nor the Trust or any Fund may |
charge a fee, profit, or |
||||||||||||||||
|
otherwise benefit from the redistribution |
|
of Materials to Permitted Persons, (ii) data provided |
by |
||||||||||||||||
|
|
|
||||||||||||||||||
|
third patiy sources such as but not limited to market or index data ("Third Party Data") contained |
|||||||||||||||||||
|
in the Services-Related Data or other Materials may not be redistributed other than Third Party |
|||||||||||||||||||
|
Data that is |
embedded in the |
calculations |
presented in the Materials and not otherwise |
||||||||||||||||
|
|
|
|
has separate license rights |
||||||||||||||||
|
identifiable as |
Third Patiy Data, except to the extent the Administrator |
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the Trust or |
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with respect to the use of such Third Patiy Data, or (iii) none of the Administrator, |
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any Fund may use the Services or Materials |
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compete with the Sub-Administrator. |
No Permitted Person shall have any fmiher rights of use or |
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redistribution with respect to, or any ownership rights in, the Materials or any excerpted portion |
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thereof. |
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Except |
as expressly provided in this |
Section 3(C), the Administrator, the Trust, the |
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their affiliates, |
or |
any of |
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officers, |
directors, employees, |
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Administrators, investment advisers, agents or any other third patiy, including any client of, or |
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investor or participant in the Trust or a Fund or any Permitted Persons |
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the Administrator, "Administrator Parties"), may not directly or indirectly, sell, rent, lease, |
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license or sublicense, transmit, transfer, distribute or redistribute, disclose display, or provide, or |
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otherwise make available or permit access to, all or any pati |
of the Services |
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(including any State Street Data or Third Pmiy Data contained therein, |
except with respect to |
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Third Party Data to the extent the Administrator has separate license rights with respect to the |
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C2-5
USAA CONTRACT CONTROL NO: 0000019025-01
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use of such Third Party Data). Without limitation, Administrator Parties shall not themselves nor |
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permit any other person to in whole or in part to (i) modify, |
enhance, create derivative works, |
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reverse engineer, decompile, decompose or disassemble the Services or the Materials; (ii) make |
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copies of the Services, the Materials or portions thereof; (iii) secure any source code used in the |
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Services, or attempt to use any portions |
of the Services in any form other than machine readable |
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object code; (iv) commercially exploit or otherwise use the Services or the Materials for the |
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benefit of |
any third party in a service bureau or software-as-a-service environment (or similar |
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structure), or otherwise use the Services or the Materials to perform services for any third party, |
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including for, to, or with consultants and independent contractors; or (v) attempt any of the |
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foregoing or otherwise use the Services or the Materials for any purpose other than as expressly |
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authorized under this Agreement. |
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(D) |
The Administrator shall limit the access and use of the Services and the Materials |
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by any Administrator Parties to a need-to-know basis and, in connection with its obligations |
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under this Agreement, the Administrator shall be responsible and liable for all acts and omissions |
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of any Administrator Parties. |
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(E) |
The Services, the Materials and all confidential information |
of the Sub- |
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Administrator (as confidential information is defined in the Agreement and other than Third |
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Party Data and Required Data), are the sole property |
of the Sub-Administrator. The |
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Administrator has no rights or interests with respect to all or any part of the Services, the |
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Materials or the Sub-Administrator's confidential information, other than its use and |
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redistribution rights expressly set forth in Section 3(C) herein. The Administrator, on its own |
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behalf and on behalf of the Trust and the Funds, automatically and irrevocably assigns to the |
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Sub-Administrator any right, title or interest that it has, or may be deemed to have, in the |
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Services, the Materials or the Sub-Administrator's confidential information, including, for the |
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avoidance |
of doubt and without limitation, any Administrator Party feedback, ideas, concepts, |
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comments, suggestions, techniques |
or |
know-how shared with the Sub-Administrator |
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(collectively, "Feedback") and the State Street Parties shall be entitled to incorporate any |
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Feedback in the Services or the Materials or to otherwise use such Feedback for its own |
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commercial benefit without obligation to compensate the Administrator. |
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(F)The Sub-Administrator may rely on Services-Related Data used in connection with the Services without independent verification. Services-Related Data used. in the Services
may not be available or may contain errors, and the Services may not be complete or accurate as a result.
[Remainder
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-6-
USAA CONTRACT CONTROL NO: 0000019025-01
ANNEX I (Mutual Funds) USAA ASSET MANAGEMENT COMPANY (Mutual Funds)
Further to the Amended and Restated Sub-Administration Agreement between USAA Asset Management Company (the "Administrator")
dated as of June and ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇, ▇▇▇▇, ▇▇▇▇ and
Trust Company mutually agree to
(the "Sub-Administrator"), the Administrator and the Sub-Administrator update this Annex 1 by adding/removing Funds as applicable:
Form N-PORT Services and Quarterly Portfolio of Investments Services
USAA MUTUAL FUNDS TRUST
USAATAXEXEMPTSHORTTERM USAA TAX EXEMPT INTERMEDIATE USAA TAX EXEMPT LONG TERM USAA TAX EXEMPT MONEY MARKET USAA CALIFORNIA BOND FUND USAA ▇▇▇▇▇▇▇▇ ▇▇▇▇ FUND USAA NEW YORK BOND FUND USAA TARGET MANAGED ALLOCATION USAA GLOBAL EQUITY INCOME FUND USAA PRECIOUS METALS & MINERAL USAA GOVERNMENT SECURITIES USAA WORLD GROWTH FUND USAA MANAGED ALLOCATION FUND USAA CORNERSTONE EQUITY USAA CORNERSTONE CONSERVATIVE USAA CORNERSTONE MOD AGG FUND USAA GROWTH & TAX STRATEGY USAA CORNERSTONE MODERATE FUND USAA EMERGING MARKETS FUND USAA CORNERSTONE AGGRESSIVE USAA CORNERSTONE MODERATE CONS USAA INTERNATIONAL FUND USAA INCOME FUND USAA SHORT TERM BOND FUND
Information Classification: Limited Access
Information Classification: Limited Access
Service Type
Quarterly Portfolio of
Investments Services
ONLY
Standard
C2-7
USAA CONTRACT CONTROL NO: 0000019025-01
USAA SCIENCE & TECHNOLOGY FUND
USAA HIGH INCOME FUND
USAA INTERMEDIATE TERM BOND
USAA CAPITAL GROWTH
USAA VALUE FUND
USAA GROWTH FUND
USAA INCOME STOCK FUND
USAA SMALL CAP STOCK FUND
USAA FIRST START GROWTH
USAA GROWTH AND INCOME FUND
USAA AGGRESSIVE GROWTH FUND
USAA TOTAL RETURN STRATEGY
USAA GLOBAL MANAGED VOLATILITY
USAA REAL RETURN FUND
USAA TARGET RETIREMENT INCOME
USAA TARGET RETIREMENT 2020
USAA TARGET RETIREMENT 2030
USAA TARGET RETIREMENT 2040
USAA TARGET RETIREMENT 2050
USAA TARGET RETIREMENT 2060
USAA NASDAQ-100 INDEX FUND
USAA ULTRA SHORT BOND FUND
USAA FLEXIBLE INCOME FUND
USAA EXTENDED MARKET INDEX FUND
Information Classification: Limited Access
Information Classification: Limited Access
-8-
USAA CONTRACT CONTROL NO: 0000019025-01
IN WITNESS WHEREOF, the undersigned, by their authorized representatives, have executed this Annex I (Mutual Funds) as ofthe last signature date set fo1ih below.
USAA ASSET MANAGEMENT COMPANY
By: /Ju.,dz,'/1. /
Name: Preeti Temple
Title: Supply Chain Manager Senior
Address:
Date: July 12, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ AND TRUST COMPANY
By:______________
Name: A-▇▇▇▇▇ w E;n c KS,Or\
Title: Exec ll-t\ ve. \Jt a r,es1 C\.Q{\-t
Address: bN L\ noo ,n 'G.-\Ye.e_-\--
60Sto01 1\-A.A 02\ll
Date: 7l\3\1$'
Information Classification: Limited Access
Information Classification: Limited Access
C2-9