AMENDMENT NO.6 TO Sub-Administration and Sub-Fund Accounting Services AGREEMENT

1.

Amendment to Fee Schedule (Schedule 4) 

2.

Representations and Warranties. 

(a)

Each Party represents and warrants to the other that it has full power and authority to enter into and perform this Amendment, that this Amendment has been duly authorized and, when executed and delivered by it, will constitute a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties. 

(b)

The Client represents that it has provided this Amendment to the Boards.  

3.

Miscellaneous. 

(a)

This Amendment supplements and amends the Agreement.  The provisions set forth in this Amendment supersede all prior negotiations, understandings and agreements bearing upon the subject matter covered herein, including any conflicting provisions of the Agreement or any provisions of the Agreement that directly cover or indirectly bear upon matters covered under this Amendment.   

(b)

Each reference to the Agreement in the Agreement and in every other agreement, contract or instrument to which the Parties are bound, shall hereafter be construed as a reference to the Agreement as separately amended by this Amendment.  Except as provided in this Amendment, the provisions of the Agreement remain in full force and effect.  No amendment or modification to this Amendment shall be valid unless made in writing and executed by each Party hereto. 

(c)

Paragraph headings in this Amendment are included for convenience only and are not to be used to construe or interpret this Amendment. 

(d)

This Amendment may be executed in counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same agreement. 

Victory Capital Management Inc. 

Citi Fund Services Ohio, Inc.  

By: 

/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ 

By: 

/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ 

Name: 

▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ 

Name: 

▇▇▇▇▇▇▇ ▇▇▇▇▇ 

Title: 

President 

Title: 

Vice President 

Date: 

08/03/2020 

Date: 

08/03/2020 

First $50 Billion in aggregate net assets of all Mutual Funds

1.10 bps  

Next $50 Billion in aggregate net assets of all Mutual Funds

1.00 bps  

Next $25 Billion in aggregate net assets of all Mutual Funds

0.85 bps  

All assets above $125 Billion in aggregate net assets of all Mutual Funds

0.65 bps 

First $1.0 Billion in aggregate net assets of all ETFs

2.75 bps  

Next $4.0 Billion in aggregate net assets of all ETFs

2.25 bps 

Above $5.0 Billion in aggregate net assets of all ETFs

2.00 bps  

Tier 

Description 

Annual Fee 

(per Fund) 

Tier 1 

All Fund of Funds and Equity Funds holding < 50 securities 

$11,500 

Tier 2 

Fixed Income Funds* holding 0-510 securities and Equity Funds holding 50-510 securities 

$14,000 

Tier 3 

All Fixed Income and Equity Funds holding > 510 securities 

$18,000 

Sleeve Fee:  An additional fee will apply per sleeve

$1,000 

Tier 

Description 

Annual Fee 

(per Fund) 

Tier 1  

Tier 2 

All Fund of Fund and In-Kind ETFs 

All Funds holding < 50 securities 

$1,000 

$2,000 

Tier 3 

All  Funds holding 50-499 securities  

$3,000 

Tier 4 

All Funds holding > 500 securities 

$4,000 

1.

Additional Fees 

Sleeve Fee (per additional sleeve per fund)

$15,000 per annum 

2.

Waivers 

3.

Out-of-Pocket Expenses and Miscellaneous Charges: 

A.

Reimbursement of Expenses.  The Client shall reimburse Service Provider for its out-of-pocket expenses reasonably incurred in providing Services, including, but not limited to: 

(i)

All freight and other delivery and bonding charges incurred by Service Provider in delivering materials to and from the Client and in delivering all materials to Shareholders; 

(ii)

The cost of obtaining security and issuer information; 

(iii)

The cost of CD-ROM, computer disks, microfilm, or microfiche, and storage of records or other materials and data; 

(iv)

Costs of postage, bank services, couriers, stock computer paper, statements, labels, envelopes, reports, notices, or other form of printed material (including the cost of preparing and printing all printed material) which shall be required by Service Provider for the performance of the services to be provided hereunder, including print production charges incurred; 

(v)

All copy charges; 

(vi)

Any expenses Service Provider shall incur at the written direction of the Client or a duly authorized officer of the Client; 

(vii)

The cost of tax data services;  

(viii)

Regulatory filing fees, industry data source fees, printing (including board book production expenses) and typesetting services, communications, delivery services, reproduction and record storage and retention expenses, and travel related expenses for board/client meetings; and 

(ix)

Any additional expenses reasonably incurred by Service Provider in the performance of its duties and obligations under this Agreement. 

B.

Miscellaneous Service Fees and Charges.  In addition to the amounts set forth in paragraphs (1) and 2(A) above, Service Provider shall be entitled to receive the following amounts from the Client: 

(i)

System development fees, billed at the rate of $150 per hour, as requested and pre-approved by the Client, and all systems-related expenses, agreed in advance, associated with the provision of special reports and services pursuant to any of the Schedules hereto; 

(ii)

Fees for development of custom interfaces pre-approved by the Client, billed at the rate of $150 per hour; 

(iii)

Ad hoc reporting fees pre-approved by the Client, billed at the rate of $150 per hour; 

(iv)

Security Pricing and Valuation Fees 

Asset Type 

Monthly Fee ($) 

Equities 

0.85 

Asset Backed 

9.80 

General Bonds 

4.90 

Government Bonds 

6.05 

Complex Debt 

20.90 

Listed Derivatives 

0.85 

Simple OTCs 

20.50 

Mid Tier OTCs 

37.40 

Complex OTCs 

78.00 

1.

Monthly rates reflected are based upon current primary pricing vendor selections. 

2.

Each “Asset Type” can typically be expected to include the following security types: 

·

Equities:  Domestic Equity, Foreign Equity, Warrants 

·

Asset Backed:  ABS, MBS, CMO’s, CMBs 

·

General Bonds:  US Investment Grade Corporate Bonds, US High Yield Corporate Bonds, International Bonds 

·

Government Bonds:  Agency Debt, US Government Bonds, Money Market, Municipal Bonds 

·

Complex Debt:  Bank Loans 

·

Listed Derivatives:  Futures, options 

·

Simple OTC:  Interest Rate Swap; OTC Options; Currency Forwards; Currency Swap 

·

Mid Tier OTC:  Total Return Swap; Asset Swaps; Cross Currency Swaps; Credit Default Swaps 

·

Complex OTC:  Exotic Options; Volatility Swaps; CDOs; CLOs 

3.

Security Pricing Valuation Services will not be subject to the annual fee increase. 

4.

The fees for Security Pricing Valuation Services are calculated for the Fund Complex in its entirety based on the number unique securities held within each asset type on a monthly basis. 

(v)

Fees for the SSAE 18 (or any similar report) will be charged $175 per share class 

(vi)

Check and payment processing fees; and 

(vii)

Costs of rating agency services.