EX-99.H OTH MAT CONT 8 f25735d8.htm EX. (H)(5)(N) - AMEND NO. 13 TO CITI SUB-ADMIN AND SUB-FUND ACCT AGREEMENT Ex. (h)(5)(n) - Amend No. 13 to Citi Sub-Admin and Sub-Fund Acct Agreement

AMENDMENT NO. 13

SUB-ADMINISTRATION AND SUB-FUND ACCOUNTING

SERVICES AGREEMENT

THIS AMENDMENT made as of April 24th, 2023 ("Amendment") to that certain Sub- Administration and Sub-Fund Accounting Services Agreement dated as of October 1, 2015 (as amended and in effect as of the date hereof, "Agreement"), by and between Victory Capital Management Inc. ("Client") and Citi Fund Services Ohio, Inc. ("Service Provider" and, with the Client, referred to herein individually as "Party" and collectively as "Parties"). All capitalized terms used but not defined herein shall have the meaning given to them in the Agreement.

WHEREAS, the Service Provider performs certain sub-administrative and sub-accounting services for the Client pursuant to the Agreement;

WHEREAS, the Client has become the investment advisor and fund administrator of certain new funds and is changing the names of other funds reflected on Schedule 6 of the Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties hereby agree as follows:

1.List of Funds (Schedule 6)

Schedule 6 of the Agreement is deleted and replaced with Schedule 6 attached hereto.

2.Representations and Warranties.

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

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

3.Miscellaneous.

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

(b)Each reference to the Agreement in the Agreement and in every other agreement, contract or instrument to which the Parties are bound, shall hereafter be construed as a reference to the Agreement as separately amended by this Amendment. Except as

provided in this Amendment, the provisions of the Agreement remain in full force and effect. No amendment or modification to this Amendment shall be valid unless made in writing and executed by each Party hereto.

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

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

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed all as of the day and year first above written.

Victory Capital Management Inc.

Citi Fund Services Ohio, Inc.

By:

/s/ Michael Policarpo

By:

/s/ Patrick Curtin

Name:

Michael Policarpo

Name:

Patrick E. Curtin

Title:

President, CFO & CAO

Title:

Managing Director

Date:

April 24, 2023

Date:

April 21, 2023

2

 

Schedule 6 to Services Agreement

 

 

List of Funds (as of April 24, 2023)

 

 

 

 

 

 

Old Name

 

New Name (as of April 24, 2023)

Victory Portfolios

 

 

1.

Victory Diversified Stock Fund

 

 

2.

Victory Floating Rate Fund

 

 

3.

Victory Global Energy Transition Fund

 

 

4.

Victory High Income Municipal Bond Fund

 

 

5.

Victory High Yield Fund

 

 

6.

Victory INCORE Fund for Income

 

 

7.

Victory INCORE Investment Grade Convertible Fund

 

 

8.

Victory INCORE Low Duration Bond Fund

 

 

9.

Victory INCORE Total Return Bond Fund

 

 

10.

Victory Integrity Discovery Fund

 

 

11.

Victory Integrity Mid-Cap Value Fund

 

 

12.

Victory Integrity Small-Cap Value Fund

 

 

13.

Victory Integrity Small/Mid-Cap Value Fund

 

 

14.

Victory Munder Mid-Cap Core Growth Fund

 

 

15.

Victory Munder Multi-Cap Fund

 

 

16.

Victory RS Global Fund

 

 

17.

Victory RS Growth Fund

 

 

18.

Victory RS International Fund

 

 

19.

Victory RS Investors Fund

 

 

20.

Victory RS Large Cap Alpha Fund

 

 

21.

Victory RS Mid Cap Growth Fund

 

 

22.

Victory RS Partners Fund

 

 

23.

Victory RS Science and Technology Fund

 

 

24.

Victory RS Select Growth Fund

 

 

25.

Victory RS Small Cap Equity Fund

 

 

26.

Victory RS Small Cap Growth Fund

 

 

27.

Victory RS Value Fund

 

 

28.

Victory S&P 500 Index Fund

 

 

29.

Victory Sophus Emerging Markets Fund

 

 

30.

Victory Special Value Fund

 

 

31.

Victory Strategic Allocation Fund

 

 

32.

Victory Sycamore Established Value Fund

 

 

33.

Victory Sycamore Small Company Opportunity Fund

 

 

34.

Victory Tax-Exempt Fund

 

 

35.

Victory Trivalent International Fund-Core Equity

 

 

36.

Victory Trivalent International Small-Cap Fund

 

 

37.

Victory THB US Small Opportunities Fund

 

 

** Pending Launch

3

 

Old Name

New Name (as of April 24, 2023)

Victory Variable Insurance Funds

 

1.

Victory High Yield VIP Series

 

2.

Victory RS International VIP Series

 

3.

Victory RS Large Cap Alpha VIP Series

 

4.

Victory RS Small Cap Growth Equity VIP Series

 

5.

Victory 500 Index VIP Series

 

6.

Victory Sophus Emerging Markets VIP Series

 

 

 

Victory Portfolios II – Mutual Funds

 

1. Victory US 500 Enhanced Volatility Wtd Index Fund

 

2. Victory Market Neutral Income Fund

 

 

 

Victory Portfolios II – ETFs

 

1.

VictoryShares Developed Enhanced Volatility Wtd ETF

 

2.

VictoryShares Dividend Accelerator ETF

 

3.

VictoryShares International High Div Volatility Wtd ETF

 

4.

VictoryShares International Volatility Wtd ETF

 

5.

VictoryShares US 500 Enhanced Volatility Wtd ETF

 

6.

VictoryShares US 500 Volatility Wtd ETF

 

7.

VictoryShares US Discovery Enhanced Volatility Wtd ETF

 

8.

VictoryShares US EQ Income Enhanced Volatility Wtd ETF

 

9.

VictoryShares US Large Cap High Div Volatility Wtd ETF

 

10.

VictoryShares US Multi-Factor Minimum Volatility ETF

 

11.

VictoryShares US Small Cap Volatility Wtd ETF

 

12.

VictoryShares US Small Cap High Div Volatility Wtd ETF

 

13.

VictoryShares USAA Core Intermediate-Term Bond ETF

VictoryShares Core Intermediate Bond ETF

14.

VictoryShares USAA Core Short-Term Bond ETF

VictoryShares Short-Term Bond ETF

15.

VictoryShares Emerging Markets Value Momentum ETF

 

16.

VictoryShares International Value Momentum ETF

 

17.

VictoryShares US Small Mid Cap Value Momentum ETF

 

18.

VictoryShares US Value Momentum ETF

 

19.

VictoryShares NASDAQ Next 50 ETF

 

20.

VictoryShares THB Mid Cap ESG ETF

 

21.

VictoryShares ESG Core Plus Bond ETF

VictoryShares Core Plus Intermediate Bond ETF

22.

VictoryShares ESG Corporate Bond ETF

VictoryShares Corporate Bond ETF

23.

VictoryShares WestEnd US Sector ETF

 

24.

VictoryShares Free Cash Flow ETF **

 

25.

VictoryShares Small Cap Free Cash Flow ETF **

 

USAA Mutual Funds Trust

Victory Portfolios III

1.

USAA Cornerstone Aggressive Fund

Victory Cornerstone Aggressive Fund

2.

USAA Cornerstone Conservative Fund

Victory Cornerstone Conservative Fund

3.

USAA Cornerstone Equity Fund

Victory Cornerstone Equity Fund

4.

USAA Cornerstone Moderate Fund

Victory Cornerstone Moderate Fund

5.

USAA Cornerstone Moderately Aggressive Fund

Victory Cornerstone Moderately Aggressive Fund

6.

USAA Cornerstone Moderately Conservative Fund

Victory Cornerstone Moderately Conservative Fund

7.

USAA Growth and Tax Strategy Fund

Victory Growth and Tax Strategy Fund

8.

USAA Target Managed Allocation Fund

Victory Target Managed Allocation Fund

9.

USAA Target Retirement 2030 Fund

Victory Target Retirement 2030 Fund

10.

USAA Target Retirement 2040 Fund

Victory Target Retirement 2040 Fund

11.

USAA Target Retirement 2050 Fund

Victory Target Retirement 2050 Fund

12.

USAA Target Retirement 2060 Fund

Victory Target Retirement 2060 Fund

** Pending Launch

4

 

Old Name

New Name (as of April 24, 2023)

13.

USAA Target Retirement Income Fund

Victory Target Retirement Income Fund

14.

USAA Aggressive Growth Fund

Victory Aggressive Growth Fund

15.

USAA Capital Growth Fund

Victory Capital Growth Fund

16.

USAA Emerging Markets Fund

Victory Emerging Markets Fund

17.

USAA Growth & Income Fund

Victory Growth & Income Fund

18.

USAA Growth Fund

Victory Growth Fund

19.

USAA International Fund

Victory International Fund

20.

USAA Science & Technology Fund

Victory Science & Technology Fund

21.

USAA Small Cap Stock Fund

Victory Small Cap Stock Fund

22.

USAA Sustainable World Fund

Victory Sustainable World Fund

23.

USAA Value Fund

Victory Value Fund

24.

USAA 500 Index Fund

Victory 500 Index Fund

25.

USAA Extended Market Index Fund

Victory Extended Market Index Fund

26.

USAA Nasdaq-100 Index Fund

Victory Nasdaq-100 Index Fund

27.

USAA Global Equity Income Fund

Victory Global Equity Income Fund

28.

USAA Global Managed Volatility Fund

Victory Global Managed Volatility Fund

29.

USAA Income Stock Fund

Victory Income Stock Fund

30.

USAA Precious Metals and Minerals Fund

Victory Precious Metals and Minerals Fund

31.

USAA California Bond Fund

Victory California Bond Fund

32.

USAA Government Securities Fund

Victory Government Securities Fund

33.

USAA High Income Fund

Victory High Income Fund

34.

USAA Income Fund

Victory Income Fund

35.

USAA Intermediate-Term Bond Fund

Victory Core Plus Intermediate Bond Fund

36.

USAA Money Market Fund

Victory Money Market Fund

37.

USAA New York Bond Fund

Victory New York Bond Fund

38.

USAA Short-Term Bond Fund

Victory Short-Term Bond Fund

39.

USAA Tax Exempt Intermediate-Term Fund

Victory Tax Exempt Intermediate-Term Fund

40.

USAA Tax Exempt Long-Term Fund

Victory Tax Exempt Long-Term Fund

41.

USAA Tax Exempt Money Market Fund

Victory Tax Exempt Money Market Fund

42.

USAA Tax Exempt Short-Term Fund

Victory Tax Exempt Short-Term Fund

43.

USAA Treasury Money Market Trust

Victory Treasury Money Market Trust

44.

USAA Ultra Short-Term Bond Fund

Victory Ultra Short-Term Bond Fund

45.

USAA Virginia Bond Fund

Victory Virginia Bond Fund

** Pending Launch

5