AMENDMENT NO.8 TO Sub-Administration and Sub-Fund Accounting Services AGREEMENT

1.

Amendment to Services Schedule (Schedule 2). 

2.

Amendment to Fee Schedule (Schedule 4). 

3.

List of Funds (Schedule 6) 

4.

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.  

5.

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, CFO & CAO 

Title: 

President 

Date: 

05/04/2021 

Date: 

05/05/2021 

I.

Services 

1.

Calculate contractual Trust expenses and make and control all disbursements for the Trusts, subject to review and approval of an officer of the Trusts or other authorized person including administration of trustee and vendor fees and compensation on behalf of the Trusts, as appropriate; 

2.

Calculate all capital gain and distribution information relating to the Funds and their shareholders; 

3.

Prepare drafts of the annual report to Shareholders and certified semi-annual report for each Fund; prepare and file the final certified versions thereof on Form N-CSR; prepare and file the Trusts’ Form N-CEN; 

4.

Coordinate with the Trusts’ transfer agent with respect to the payment of dividends and other distributions to Shareholders; 

5.

Calculate performance data of the Funds for dissemination to information services covering the investment company industry; 

6.

Coordinate the filing of the Trusts’ tax returns, including federal, state, local and excise tax returns; issue all tax-related information to shareholders, including IRS Form -- 1099 and other applicable tax forms; 

7.

Make available appropriate individuals to serve as officers of the Trusts (to serve only in ministerial or administrative capacities relevant to the Service Provider’s services hereunder, except as otherwise provided in this Agreement), upon designation as such by the Boards; 

8.

Assist with the design, development, and operation of the Funds, including new classes, investment objectives, policies and structure; 

9.

Monitor and advise the Trusts and their Funds on their regulated investment company status under the Internal Revenue Code of 1986, as amended (the “Code”). In connection with the foregoing, prepare and send quarterly reminder letters related to such status, and prepare quarterly compliance checklist for use by investment adviser(s) if requested; 

10.

Assist the Client with portfolio compliance monitoring in accordance with Rule 22e-4(b) including (i) daily liquidity classifications of portfolio securities held by the Fund, (ii) daily monitoring of compliance with the Fund’s established Highly Liquid Investment Minimum (HLIM), (iii) daily monitoring of compliance with the Fund’s 15% illiquid holdings maximum, and (iv) monthly liquidity classification of portfolio securities on Form N-PORT; 

11.

Assist the Trusts in developing portfolio compliance procedures for each Fund. The Service Provider, together with VCM, will also provide the Boards with quarterly results of compliance reviews; 

12.

Provide assistance and guidance to VCM with respect to matters governed by or related to regulatory requirements and developments including: monitoring regulatory and legislative developments which may affect the Trusts, and assisting in strategic planning in response thereto. Assistance to be provided at VCM’s request with respect to SEC inspections includes (i) rendering advice regarding proposed responses, (ii) compiling data and other information in response to SEC requests for information, and (iii) communicating with Fund management and portfolio managers to provide status updates; 

13.

Provide appropriate assistance with respect to audits conducted by the Funds’ independent auditors including compiling data and other information as necessary; 

14.

Furnish advice and recommendations with respect to other aspects of the business and affairs of the Funds as the Trusts shall request and the parties shall agree in writing; 

15.

Assist the Trusts in connection with their obligations under Sections 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, Rule 30a-2 under the 1940 Act, or any other related law or regulation (“SO Laws”), the Service Provider will internally establish and maintain its own controls and procedures (“Service Provider internal controls”) designed to ensure that information recorded, processed, summarized, or reported by the Service Provider on behalf of the Trusts and included in Reports is (a) recorded, processed, summarized, and reported by the Service Provider within the time periods specified in the SEC’s rules and forms and the disclosure controls and procedures of the Trusts (“Trust DCPs”), and (b) communicated to the relevant Certifying Officers consistent with the Trust DCPs. Solely for the purpose of providing any Certifying Officer with a basis for certification, the Service Provider will (i) provide a sub-certification with respect to the Services during any fiscal period in which the Service Provider served as financial administrator to the Trust consistent with the requirements of the certification required under SO Laws and/or (ii) inform the Certifying Officers of any reason why all or part of such certification would be inaccurate. In rendering any such sub-certification, the Service Provider may (a) limit its representations to information prepared, processed and reported by the Service Provider; (b) rely upon and assume the accuracy of the information provided by officers and other authorized agents of the Trusts, including all Other Providers to the Trusts, and compliance by such officers and agents with the Trust DCPs; and (c) assume that the Trusts have selected the appropriate accounting policies for the Fund(s); VCM shall assist and cooperate with the Service Provider (and shall cause its officers, and Other Providers to assist and cooperate with the Service Provider) to facilitate the delivery of information requested by the Service Provider in connection with the preparation of the Trusts’ Form N-CSR, including Trust financial statements, so that the Service Provider may submit a draft Report to the DCP Committee prior to the date the relevant Report is to be filed; 

16.

Prepare and file holdings reports on Form N-PORT with the SEC, as required at the end of each month; 

17.

Provide financial information for (i) the annual updates to each Trust’s registration statement on Form N-1A; and (ii) supplements to the Trust’ Prospectuses and SAIs; 

18.

Notify VCM and Fund counsel of all Trust documents filed by the Service Provider with the SEC;  

19.

Obtain, maintain and file fidelity bonds and directors and officers/errors and omissions insurance policies for the Trust at the expense of the Trust and Funds in accordance with the requirements of Rules 17g-1 and 17d-1(7) under the 1940 Act, to the extent such bonds and policies are approved by the Boards; 

20.

Service Provider shall make an employee available to the Trusts to serve, upon designation as such by the Board, as the Identity Theft Officer of the Trusts or such other title to perform similar functions. Service Provider’s obligation in this regard shall be met by providing an appropriately qualified employee of Service Provider (or its affiliates) who, in the exercise of his or her duties to the Trust, shall act in good faith and in a manner reasonably believed to be in the best interests of the Trusts. Subject to Item 21(c), Service Provider shall select, and may replace, the specific employee that it makes available to serve as the Identity Theft Officer, in Service Provider’s reasonable discretion. 

21.

Anti-Money Laundering.  

22.

Perform daily compliance test to monitor adequacy of securities earmarked as collateral for portfolio securities per instructions from the Adviser. 

23.

Money Market Fund Reporting 

(a)

Provide Fund’s schedules of investments for monthly posting on the Fund’s website 

(b)

Provide the fund’s ▇▇▇▇-to-market, net flows and liquidity levels for daily posting on the Funds’ website  

(c)

Prepare and file the Fund’s portfolio holdings and coordinate the compilation of other data with the Fund’s investment adviser for monthly filing with the SEC on Form N-MFP 

(d)

Perform periodic stress testing and reporting in accordance with Rule 2a-7 

1.

Service Provider shall have no obligation to make available individuals to serve as officers of the Trusts (“Officers”) unless specifically set forth in this Services Schedule or another agreement. 

2.

Notwithstanding any other provision of the Agreement to the contrary, if Service Provider has agreed to make individuals available to serve as Officers, the Client acknowledges and agrees that such individuals, when acting as Officers, are not employees or agents of Service Provider and Service Provider shall not be responsible for their actions or omissions when they are acting solely in their capacity as an Officer.   

3.

If any employee of Service Provider acts as an Officer of the Trusts, any such relationship shall be subject to the internal policies of Service Provider concerning the activities of its employees and their service as officers of funds.  In addition, the Officer will be subject to each Trust’s policies, except for its code of ethics policy, as Service Provider complies with Rule 17j-1 through its own policy.  If Service Provider’s internal policies conflict with those of a Trust’s as it relates to the Officer’s duties to the Trust, Service Provider will notify Client promptly and the parties agree to develop an amicable resolution to the conflict. 

4.

The Trusts’ Organic Documents and/or resolutions of their Board shall contain mandatory indemnification provisions that are applicable to all Officers made available by Service Provider, that are designed and intended to have the effect of fully indemnifying such officers and holding each harmless with respect to any claims, liabilities and costs arising out of or relating to such Officer’s service in good faith in a manner reasonably believed to be in the best interests of the applicable Trust, except to the extent such Officer would otherwise be liable to the Trust or to its security holders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of office.  In addition, the Client shall cause the Trusts to secure insurance coverage from a reputable insurance company for all Officers under a directors and officers liability policy that is consistent with standards in the mutual fund industry taking into account the size of the Funds and the nature of their investment portfolio and other relevant factors.   

5.

Any Officer may resign for any reason and the Service Provider agrees to provide as much advance notice of such resignation as is possible under the circumstances.  Service Provider shall have no obligation to endeavor to make available another individual to act in any such capacity, if  

(a)

the applicable Trust’s Organic Documents do not, or no longer, contain the indemnity described above or the Trust has not secured or maintained the insurance policy described above; 

(b)

the Officer determines, in good faith, that the Trust – 

i.

has failed to secure and retain the services of reputable counsel or independent auditors;  

ii.

has violated, or is likely to violate or be deemed by any applicable Governmental Authority to have violated, any applicable Law, including any “applicable securities laws” as defined in Rule 38a-1 under the 1940 Act; or 

(c)

the Officer, or Service Provider, has suffered a claim from a third party, or has been threatened with such a claim, related to or arising out of the fact that the Officer was an officer of the Trusts. 

1.

Client shall promptly notify Service Provider of any issue, matter or event that would be reasonably likely to result in any claim by Client or Trusts, one or more Fund shareholder(s) or any third party which involves an allegation that any Officer failed to exercise his or her obligations to the Trusts in a manner consistent with applicable laws. 

I.

Services 

1.

Record Maintenance 

b.

Journals containing an itemized daily record in detail of all purchases and sales of securities, all receipts and disbursements of cash and all other debits and credits, as required by subsection (b)(1) of the Rule; 

c.

General and auxiliary ledgers reflecting all asset, liability, reserve, capital, income and expense accounts, including interest accrued and interest received, as required by subsection (b)(2)(i) of the Rule; 

d.

Separate ledger accounts required by subsection (b)(2)(ii) and (iii) of the Rule; and 

e.

A monthly trial balance of all ledger accounts (except shareholder accounts) as required by subsection (b)(8) of the Rule. 

2.

Accounting Services 

f.

Allocate income and expense and calculate the net asset value per share (“NAV”) of each class of shares offered by each Fund in accordance with the relevant provisions of the applicable Prospectus of each Fund and applicable regulations under the 1940 Act; and 

g.

Apply securities pricing information as required or authorized under the terms of the valuation policies and procedures of the Client (“Valuation Procedures”), including (A) pricing information from independent pricing services, with respect to securities for which market quotations are readily available, (B) if applicable to a particular Fund or Funds, fair value pricing information or adjustment factors from independent fair value pricing services or other vendors approved by the Client (collectively, “Fair Value Information Vendors

h.

Coordinate the preparation of reports that are prepared or provided by Fair Value Information Vendors which help the Client to monitor and evaluate its use of fair value pricing information under its Valuation Procedures: 

i.

Assist the Client in identifying instances where market prices are not readily available, or are unreliable, each as set forth within parameters included in the Client’s Valuation Procedures; 

j.

Verify and reconcile with the Funds’ custodian all daily trade activity; 

k.

Compute, as appropriate, each Fund’s net income and capital gains, dividend payables, dividend factors, 7- day yields, 7-day effective yields, 30-day yields, and weighted average portfolio maturity; 

l.

Review daily the net asset value calculation and dividend factor (if any) for each Fund prior to release to shareholders, check and confirm the net asset values and dividend factors for reasonableness and deviations, and distribute net asset values and yields to NASDAQ; 

m.

If Applicable, report to the Board, or otherwise at the Client’s request, the daily market pricing of securities in any money market Funds, with the comparison to the amortized cost basis; 

n.

Determine and report unrealized appreciation and depreciation on securities held in variable net asset value Funds; 

o.

Amortize premiums and accrete discounts on fixed income securities purchased at a price other than face value, in accordance with the Generally Accepted Accounting Principles of the United States or any successor principles; 

p.

Update fund accounting system to reflect rate changes, as received from a Fund’s investment adviser or authorized pricing service, on variable interest rate instruments; 

q.

Post Fund transactions to appropriate categories; 

r.

Accrue expenses of each Fund according to instructions received from the Client’s Administrator, and submit changes to accruals and expense items to authorized officers of the Client (who are not Service Provider employees) for review and approval; 

s.

Determine the outstanding receivables and payables for all (1) security trades, (2) Fund share transactions and (3) income and expense accounts; 

t.

Provide accounting reports in connection with the Client’s regular annual audit and other audits and examinations by regulatory agencies; 

u.

Provide such periodic reports as the parties shall agree upon, as set forth in a separate schedule;  

v.

Calculate the dividend and capital gain distribution, if any; 

w.

Calculate the yield; 

x.

Provide the following reports: 

i.

a current security position report; 

ii.

a summary report of transactions and pending maturities (including the principal, cost, and accrued interest on each portfolio security in maturity date order); 

iii.

a broker commission report; and 

iv.

a current cash position report (including cash available from portfolio sales and maturities and sales of a Fund’s Shares less cash needed for redemptions and settlement of portfolio purchases); and 

y.

Such other similar services with respect to a Fund as may be reasonably requested by VCM. 

3.

Financial Statement and Regulatory Filings 

a.

Provide monthly a hard copy of the unaudited financial statements described below, upon request of the Client. The unaudited financial statements will include the following items: 

i.

Unaudited Statement of Assets and Liabilities, 

ii.

Unaudited Statement of Operations, 

iii.

Unaudited Statement of Changes in Net Assets, and 

iv.

Unaudited Condensed Financial Information. 

b.

Provide accounting information for the following (in compliance with Reg. S-X, as applicable): 

v.

federal and state income tax returns and federal excise tax returns; 

vi.

the Client’s semi-annual reports filed with the SEC on Form N-CEN and the N-CSR; 

vii.

the Client’s monthly schedules of investments for filing with the SEC on Form N-PORT; 

viii.

the Client’s annual and semi-annual shareholder reports and quarterly Board meetings; 

ix.

registration statements on Form N-lA and other filings relating to the registration of shares, including required performance information; 

x.

the Client’s administrator’s monitoring of the Funds’ status as a regulated investment company under Subchapter M of the Internal Code; 

xi.

annual audit by the Client’s auditors; and 

xii.

examinations performed by the SEC. 

a.

Calculate turnover and expense ratio; 

b.

Prepare schedule of Capital Gains and Losses; 

c.

Provide daily cash report; 

d.

Maintain and report security positions and transactions in accounting system; 

e.

Prepare Broker Commission Report; 

f.

Monitor expense limitations; and  

g.

Provide unrealized gain/loss report. 

II.

Notes and Conditions Related to Fund Accounting Services 

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. 

USAA 500 Index Fund 

USAA California Bond Fund 

USAA Capital Growth Fund 

USAA Cornerstone Aggressive Fund 

USAA Cornerstone Conservative Fund 

USAA Cornerstone Equity Fund 

USAA Cornerstone Moderate Fund 

USAA Cornerstone Moderately Aggressive Fund 

USAA Cornerstone Moderately Conservative Fund 

USAA Emerging Markets Fund 

USAA Extended Market Index Fund 

USAA Global Equity Income Fund 

USAA Global Managed Volatility Fund 

USAA Government Securities Fund 

USAA Growth & Income Fund 

USAA Growth and Tax Strategy Fund 

USAA Growth Fund 

USAA High Income Fund 

USAA Income Fund 

USAA Income Stock Fund 

USAA Intermediate-Term Bond Fund 

USAA International Fund 

USAA Managed Allocation Fund 

USAA NASDAQ-100 Index Fund 

USAA New York Bond Fund 

USAA Precious Metals and Minerals Fund 

USAA Science & Technology Fund 

USAA Short-Term Bond Fund 

USAA Small Cap Stock Fund 

USAA Target Managed Allocation Fund 

USAA Target Retirement 2030 Fund 

USAA Target Retirement 2040 Fund 

USAA Target Retirement 2050 Fund 

USAA Target Retirement 2060 Fund 

USAA Target Retirement Income Fund 

USAA Tax Exempt Intermediate-Term Fund 

USAA Tax Exempt Long-Term Fund 

USAA Tax Exempt Money Market Fund 

USAA Tax Exempt Short-Term Fund 

USAA Treasury Money Market Trust 

USAA Ultra Short-Term Bond Fund 

USAA Value Fund 

USAA ▇▇▇▇▇▇▇▇ ▇▇▇▇ Fund 

USAA Sustainable World Fund