EX-99 4 f687_d4-SEC.htm SUB-ADMINISTRATION AGREEMENT PDFtoHTML Conversion Output
 

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

WHEREAS, USAA ETF Trust (the "ETF Trust") is an exchange-trade fund currently

comprised of multiple series (each, an "ETF Fund" and collectively, the "ETF Funds"), and is

registered with the U.S. Securities and Exchange Commission (the "SEC") by means of a

registration statement (the "Registration Statement") under the Securities Act of 1933, as amended

(the "1933 Act"), and the Investment Company Act of 1940, as amended (the "1940 Act");

WHEREAS, USAA Mutual Funds Trust (the "Mutual Funds Trust," and together with the

ETF Trust, each a

"Trust," and collectively, the "Trusts'), is a

registered investment company

currently comprised

of multiple funds (each, a "Mutual Fund," and together with the ETF Funds,

each a "Fund," and collectively, the "Funds") and registered with the SEC by means of a

Registration Statement under the 1933 Act and the 1940 Act;

 

WHEREAS, this Agreement terminates and supersedes the sub-administration agreement,

dated as of September 29, 2017, by and between the Administrator

and the Sub-Administrator;

 

WHEREAS, each Trust has retained the Administrator to furnish certain administrative

services to the Funds;

 

WHEREAS, the Administrator has taken all requisite proceedings necessary to authorize it

to enter into and perform this Agreement; and

 

WHEREAS, the Administrator desires to retain the Sub-Administrator to furnish certain

administrative services to the Funds, and the Sub-Administrator is

willing to furnish such services,

on the terms and conditions set forth in this Agreement.

 

NOW, THEREFORE, in consideration of the premises and mutual covenants herein

contained, the parties hereto agree as follows:

 

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

Each Trust currently consists of the Funds and their respective classes of shares

as

listed in

Schedule A to this Agreement. In the event that a Trust establishes one or more additional Funds

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 111 The Commonwealth of Massachusetts;

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 EDGAR 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 my.statestreet.com) 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 patty 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

Agreement, (b) that is independently derived by the Receiving Party without the use

of

any

information provided by the Disclosing Party in connection with this Agreement, (c) that is

disclosed to comply with any legal or regulatory proceeding, investigation, audit, examination,

subpoena, civil investigative demand or other similar process, (d) that is disclosed as required by

operation of law or regulation or as required to comply with the requirements of any market

infrastructure that the Disclosing Party or its agents direct the Sub-Administrator or its Affiliates

to employ (or which is required in connection with the holding or settlement of instruments

included in the assets subject to this Agreement) or (e) where the paiiy seeking to disclose has

received the prior written consent of the paiiy providing the information, which consent shall not

be unreasonably withheld.

 

 

 

The unde1iakings and obligations contained in this section shall survive termination this Agreement for a period of three (3) years.

of

10.

USE OF DATA

 

 

 

 

 

(a)

In connection with the provision of the services and the discharge of its other

obligations under this Agreement, the Sub-Administrator (which term for purposes of

this

S~ction

10

includes

each

of its parent. company, braches and affiliates

( "Affiliates")) may collect and store information regarding the Administrator or a Trust

or Fund and share such information with its Affiliates, agents and service providers in

order and to the extent reasonably necessary (i) to carry out the provision of services

contemplated under this Agreement and other agreements between the Administrator

and the Sub-Administrator or any of its Affiliates and (ii) to carry out management of

its businesses, including, but not limited to, financial and operational management and

rep01iing, risk management, legal and regulatory compliance and client service

management.

 

 

 

 

 

(b)

Subject to paragraph (c) below, the Sub-Administrator and/or its Affiliates

(except those Affiliates or business divisions principally engaged ·in the business of

asset management)

may use any data or other information ("Data") obtained by such

entities in the

pe1formance

of

their services under this Agreement or any other

agreement between the Administrator and the Sub-Administrator or one of its

Affiliates, including Data regarding transactions and portfolio holdings relating to the

Trust/Fund, and publish, sell, distribute or otherwise commercialize the Data; provided

that, unless the Administrator otherwise consents, Data is combined or aggregated with

information relating to (i) other customers of the Sub-Administrator and/or its Affiliates

or (ii) information derived from other sources, in each case such that any published

information will be displayed that does not include attribution to or identification of

such Data with a Trust/Fund. The Administrator agrees that Sub-Administrator and /or

its

Affiliates

may seek

to

profit and realize economic benefit from the

commercialization and use of the Data, that such benefit will constitute part of the Sub-

Administrator's compensation for services under this Agreement or such other

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

(

c)

 

Except as expressly contemplated by this Agreement, nothing in this Section

10

shall limit the confidentiality and data-protection obligations

of the Sub-

Administrator and its Affiliates under this Agreement and applicable law. The Sub-

Administrator shall cause any Affiliate, agent or service provider to which it has

disclosed Data pursuant to this Section 10 to comply at all times with confidentiality

and data-protection obligations as if it were a party to this Agreement.

 

11.

COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS

The Administrator acknowledges that the Administrator and each Trust assume full

responsibility for complying with all securities, tax, commodities and other laws, rules and

regulations applicable to each respectively.

In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-

Administrator agrees that all records which it maintains for the Administrator on behalf of each

Trust shall at all times remain the prope1iy of the Administrator on behalf of the applicable Trust,

shall be readily accessible during normal business hours, and shall be promptly surrendered upon

the termination of the Agreement or otherwise on written request except as otherwise provided in

Section 13. The Sub-Administrator fmiher agrees that all records that it maintains for each Trust

pursuant to Rule 31 a-1 under the 1940 Act will be preserved for the periods prescribed by Rule

3la-2 under the 1940 Act unless any such records are earlier surrendered as provided above.

Records may be surrendered in either written or machine-readable form, at the option of the Sub-

Administrator.

In the event that the Sub-Administrator is requested or authorized by the

Administrator, or required by subpoena, administrative order, comi order or other legal process,

applicable law or regulation, or required in connection with any investigation, examination or

inspection of the Administrator or any Trust by state or federal regulatory agencies, to produce the

.records of the Administrator or· any Trnst or the Sub-Administrator's personnel as witnesses or

deponents, the Administrator agrees to pay the Sub-Administrator for the Sub-Administrator's

reasonable time and expenses, as well as the reasonable fees and expenses of the Sub-

Administrator's counsel incurred in such production.

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

This Agreement shall remain in full force and effect for an initial term ending June 30, 2020

(the "Initial Term"). After the expiration of the Initial Term, this Agreement shall automatically

renew for successive one-year terms (each, a "Renewal Term") unless

a written notice of non-

renewal is delivered by the non-renewing pa1iy no later than ninety (90) days prior to the

expiration of the Initial Term or any Renewal Term, as the case may be.

During the Initial Term

and thereafter, either party may terminate this Agreement: (i) in the event

of the other party's

material breach of a material provision of this Agreement that the other pa1iy has either (a) failed

to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60

days' written notice of such breach, or (ii) in the event

of the appointment

of a conservator or

receiver for the other pa1iy or upon the happening of

a

like event to the other party at the

direction of an appropriate agency or court of competent jurisdiction.

Upon termination

of this

Agreement pursuant to this paragraph with respect to any Fund, the applicable Fund shall pay the

Sub-Administrator its compensation due and shall reimburse the Sub-Administrator for its costs,

expenses and disbursements owed under this Agreement. Termination of this Agreement with

respect to any Fund shall in no way affect the rights and duties under this Agreement with

respect to either Trust or any other Fund.

 

 

 

 

 

In the event of: (i) the Administrator's termination of this Agreement with respect to any Trustor

Fund for any reason other than as set fmih in the immediately preceding

paragraph or (ii) a

transaction not in the ordinary course of business pursuant to which the Sub-Administrator is not

retained to continue providing services hereunder to a Fund (or its successor), the Administrator

shall pay the Sub-Administrator its compensation due through the end

of the then-current term

(based upon the average monthly compensation previously earned by Sub-Administrator with

respect to such Fund) and shall reimburse the Sub-Administrator for its costs, expenses and

disbursements owed under this Agreement. Upon receipt

of such payment and reimbursement,

the Sub-Administrator will deliver such Fund's records as

set forth herein. For the avoidance of

doubt, no payment will be required pursuant to clause (ii)

of this paragraph in the event

of any

transaction such as (a) the liquidation or dissolution of a Fund and distribution of such

Fund's

assets as a result of the Board's determination in its reasonable business judgment that the Fund

is no longer viable (b) a merger of a Fund into, or the consolidation

of a Fund with, another

entity, or (c) the sale by a Fund of all, or substantially all,

of its assets to another entity, in each

of (b) and (c) where the Sub-Administrator is retained to continue providing services to such

Fund (or its successor) on substantially the same terms as this Agreement.

 

 

Termination of this Agreement with respect to any one particular Fund shall in no way affect the

rights and duties under this Agreement with respect to any other Fund.

 

 

 

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

Any notice, instruction or other instrument required to be given hereunder will be in

writing and may be sent by hand, or by facsimile transmission, or overnight delivery by any

recognized delivery service, to the patties at the following address or such other address as may be

notified by any patty from time to time:

If to the Administrator:

United Services Automobile Association

Corporate Procurement

9800 Fredericksburg Road, B-S-E

San Antonio, TX 78288

Attn: Senior Procurement Officer

 

(With copy to USAA Corporate Counsel at the same address.)

with a copy to:

USAA ETF Trust

9800 Fredericksburg Road, A-3-W

San Antonio, TX 78288

Attn:

FASG Counsel

with a copy to:

USAA Mutual Fund Trust

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If

9800 Fredericksburg Road, A-3-W

San Antonio, TX 78288

Attn: FASG Counsel

to the Sub-Administrator:

STATE

STREET

BANK

AND TRUST COMPANY

Channel Center

1 Iron Street

Mailstop #CCB 0502

Boston, MA 02210

Attention: Greg Nikiforow

Telephone: 617-662-9085

Telecopy: 617-662-1970

with a copy to:

STATE

STREET

BANK

AND TRUST COMPANY

Legal Division - Global Services Americas

One Lincoln Street

Boston, MA 02110

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.

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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

receives, stores, maintains, processes or otherwise accesses in connection with the provision of

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

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.

 

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 patty 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

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: Andrew Erickson

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 VIRGINIA BOND 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

INCOME 2020 2030 2040 2050 2060
 

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

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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

 

 

Treasury Services

 

 

Prepare for the review by designated officer(s) of the Administrator

or the Trust

 

financial information regarding the Fund(s) that will be included

in

the Trust's

semi-annual and annual shareholder rep01is, and other quarterly reports (as

mutually agreed upon), including tax footnote disclosures where applicable;

Coordinate the audit of the Trust's financial statements by the Trust's independent

accountants, including the preparation of supp01iing audit workpapers and other

schedules;

 

 

Prepare for the review by designated officer(s) of the Administrator

or the Trust the

 

 

Trust's periodic financial reports required to be filed with the SEC on Form N-SAR

(until such form is no longer applicable) and financial information required by

Form N-lA, proxy statements and such other repo1is, forms or filings as may be

mutually agreed upon;

 

 

Prepare and furnish total return performance information for the Funds, including

such information on an after-tax basis, calculated in accordance with applicable

U.S. securities laws and regulations, as may be reasonably requested by. the

Administrator or the Trust;

 

 

Prepare and disseminate vendor survey information;

 

 

Provide sub-ce1iificates in connection with the certification requirements of the

Sarbanes-Oxley Act of 2002 with respect to the services provided

by the Sub-

Administrator; and

 

 

Maintain certain books and records of the Trust as required under Rule 3la-l(b) of

the 1940 Act, as may be mutually agreed upon.

 

 

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

 

both federal and excise tax purposes prior to their declaration; and

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

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

 

 

 

assistance from the Administrator (including from any third parties with whom the

 

Administrator will need to coordinate in order to produce such data, documentation, and

 

information), the Sub-Administrator will use required data, documentation, assumptions,

 

information and assistance from the Administrator and/or the Funds, as the case may be,

 

the Sub-Administrator's internal systems and, in the case

of Funds not administered by

 

the Sub-Administrator or its affiliates, third party Trust administrators, or other data

 

providers, including but not limited to Third Party Data (as defined below) (collectively,

 

the "Required Data"), to perform necessary data aggregations (including any applicable

 

aggregation of risk metrics) and calculations and prepare, as applicable: (i) a monthly

 

draft Form N-PORT standard template for review and approval by the Administrator

and

 

 

 

(ii) annual updates of Form N-CEN for review and approval by the Administrator.

 

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-

 

PORT template and N-CEN update, and at the direction of and on behalf

of the

 

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

 

with this Agreement and (ii) when required, electronically submit such filing to the SEC.

 

The Form N-PORT Services will ,be provided to the Administrator

with respect to the

 

 

 

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.

 

 

 

(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

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USAA CONTRACT CONTROL NO: 0000019025-01

 

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-

 

 

fiscal

 

Administrator will attach each Portfolio of Investments

to the first and third

 

quarter-end N-PORT filing that is submitted electronically

to the SEC.

 

 

 

 

 

 

 

 

 

 

The Quarterly Portfolio of Investments Services will be provided to the Administrator

with

 

respect to the Funds as set forth 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 virtue of an updated Annex 1 that is signed by both

parties.

 

 

 

 

 

 

(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

the Sub-Administrator is subject to the following terms and conditions:

 

1.

The parties acknowledge and agree on the following matters:

 

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

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-

Administrator or its affiliates in

connection with services

performed on the Administrator's

behalf or otherwise prepared by

the Sub-Administrator

("State Street Data," together with

Required Data and Third Party Data (as defined below), "Services-Related Data").

The Sub-

Administrator's obligations, responsibilities and liabilities with respect to any State Street Data

used in connection with other services received by the Administrator

on behalf of the Trust or the

 

 

Funds, as the case may be, shall be as provided in such respective other agreements between the

Sub-Administrator or its affiliates and the Administrator

relating to such other services (e.g.,

 

 

 

 

 

 

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

 

 

 

 

 

Administrator under the Other Administrator Agreements.

 

 

 

 

 

 

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

suitable for its purposes. None of the Sub-Administrator or its affiliates, nor their respective

officers, directors, employees, representatives, agents

or service providers

(collectively,

including the Sub-Administrator, "State Street Paiiies") 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 otherwise 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

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-

Administrator has no obligation of compliance with respect thereto.

 

 

(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

and provided by the Sub-Administrator to the Administrator ("Materials;"; provided that the term

"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 or any

Fund's Form N-PORT, Form N-CEN and Po1ifolio

of

 

Investments filings) as follows:

(a) for the internal business purpose of the Administrator

or the

 

 

 

Trust relating to the applicable Service or (b) for submission to the U.S. Securities and Exchange

Commission, as required,

of a Form N-PORT filing and a Form N-CEN update, including

any

P01ifolio of Investments,

if applicable.

The Administrator or the Trust may also redistribute the

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Materials, or an excerpted portion 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 paiiy 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 Paiiy Data that is embedded

in the calculations presented in the Materials

and not

 

 

 

 

otherwise identifiable as Third Paiiy Data, except to the extent the Administrator has separate

license rights with respect to the use of such Third Party Data, or (iii) none of the Administrator,

the Trust or any Fund may use the Services or Materials

 

in any way to compete or enable any

third party to compete with the Sub-Administrator.

No Permitted Person shall have any fmiher

 

 

 

 

rights in, the Materials or any

rights of use or redistribution with respect to, or any ownership

 

 

 

 

 

 

 

excerpted po1iion thereof.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Except as expressly provided

in this

Section 3(C), the

Administrator, the Trust, the

Funds, any of their affiliates, or any

of

their respective

officers,

directors,

employees,

 

 

 

 

 

 

 

 

Administrators, investment advisers, agents or any other third pa1iy, including any client of, or

investor or participant in the Trust or a Fund or any Permitted Persons

(collectively, including

the Administrator, "Administrator Pa1iies"), may not directly or indirectly, sell, rent, lease,

license or sublicense, transmit, transfer, distribute or redistribute, disclose display, or provide, or

otherwise make available or permit access to, all or any part

of the Services or the Materials

(including any State Street Data or Third Party Data contained therein, except with respect to

Third Paiiy Data to the extent the Administrator

has separate license rights with respect to

 

the

use of such Third Paiiy Data). Without limitation,

Administrator Parties shall not themselves nor

 

 

 

 

 

 

 

 

 

 

 

 

permit any other person to in whole or in part to (i) modify, enhance, create derivative works,

reverse engineer, decompile, decompose or disassemble the Services or the Materials; (ii) make

copies of the Services, the Matetials or portions thereof; (iii) secure any source code used in the

Services, or attempt to use any po1iions of the Services in any form other than machine readable

object code; (iv) commercially exploit or otherwise use the Services or the Materials for the

benefit of any third paiiy in a service bureau or software-as-a-service environment

(or similar

 

 

 

 

 

structure), or otherwise use the Services or the Materials to perform services for any third pmiy,

including for, to, or with consultants

and independent contractors; or (v) attempt any

of

the

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

foregoing or otherwise use the Services or the Materials for any purpose other than as expressly

authorized under this Agreement.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(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

 

Further to the Amended and Restated Sub-Administration

Agreement dated as

of June 29, 2018,

 

 

between USAA Asset Management Company (the "Administrator") and State Street Bank and

Trust Company (the "Sub-Administrator"), the Administrator and the Sub-Administrator

mutually agree to update this Annex 1 by adding/removing Funds as applicable:

 

Form N-PORT Services

Service Type

and

Quarterly Portfolio of Investments

USAA ETF TRUST

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

USAA ETF TRUST

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

COMPANY

By:

/J,udi,' A. T~

 

Name:

Preeti Temple

 

Title:

Supply Chain Manager Senior

 

Address:

 

Date:

July 12, 2018

STATE STREET BANK AND TRUST COMPANY~

By:

-----------------

 

Name: /mdrecu E r·,c:. /<_Son

Title: t-1.ecLL+i\re

V\.c_e

f,f)Stdeni

Address:

b'f\.Q Lt n

co\ n

S \tee+

Date:

BoS-n)'<\

.\\A A

O

t-\ \ \

4\l3\1Z

 

 

 

 

 

 

Information Classification:

Limited

Access

B2-9

 

USAA CONTRACT CONTROL NO: 0000019025-01

I. II. III. IV. V. VI.

SUB-ADMINISTRATION AGREEMENT

SCHEDULEC

LIST OF SERVICES

Treasury Services as described in Schedule

Cl attached hereto

 

Reserved;

 

Reserved;

 

Reserved;

 

Reserved; and

 

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

 

 

Treasury Services

 

 

Prepare for the review by designated officer(s) of the Administrator

or the Trust

 

financial information regarding the Fund(s) that will be included in the Trust's

semi-annual and annual shareholder repotis and other quaiierly reports (as mutually

agreed upon), including tax footnote disclosures where applicable;

 

 

Coordinate the audit of the Trust's financial statements by the Trust's independent

accountants, including the preparation of supp01iing audit workpapers and other

schedules;

 

 

Prepare for the review by designated officer(s) of the Administrator

or the Trust the

 

 

Trust's periodic financial repo1is required to be filed with the SEC on Form N-SAR

(until such form is no longer applicable) and;

 

 

Provide sub-ce1iificates in connection with the ce1iification requirements of the

Sarbanes-Oxley Act of 2002 with respect to the services provided

by the Sub-

Administrator; and

 

 

Prepare and disseminate vendor survey information.

 

 

Information Classification: Limited Access Information Classification: Limited Access

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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:

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Limited Access

Information Classification:

Limited Access

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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

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-

Administrator or its affiliates in connection with services performed on the Administrator's

behalf or otherwise prepared by the Sub-Administrator ("State Street Data," together with

Required Data and Third Party Data (as defined below), "Services-Related Data").

The Sub-

Administrator's obligations, responsibilities and liabilities with respect to any State Street Data

used in connection with other services received by the Administrator on behalf of the Trust or the

Funds, as the case may be, shall be as provided in such respective other agreements between the

Sub-Administrator or its affiliates and the Administrator relating to such other services (e.g.,

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

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:

(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, without limitation, arranging for the

provision of data from the Administrator, its affiliates, third pa1iy 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 othe1wise 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.

 

 

 

Information Classification: Limited Access

 

 

 

Information Classification: Limited Access

 

 

 

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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

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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

 

 

 

 

 

 

 

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-

 

 

 

 

 

Administrator has no obligation of compliance

with respect thereto.

 

 

 

 

 

 

 

 

 

(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

 

 

 

 

 

and provided by the Sub-Administrator to the Administrator ("Materials;"; provided that the term

"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

business purpose

of the Administrator

or the Trust relating to the applicable Service or (b) for

 

 

 

 

 

Commission, as required,

of any Portfolio

of

submission to the U.S. Securities and Exchange

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

the Trust or

with respect to the use of such Third Patiy Data, or (iii) none of the Administrator,

any Fund may use the Services or Materials

in any way to compete or enable any third party to

 

 

 

 

 

 

 

 

 

 

 

compete with the Sub-Administrator.

No Permitted Person shall have any fmiher rights of use or

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

redistribution with respect to, or any ownership rights in, the Materials or any excerpted portion

thereof.

 

·

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Except

as expressly provided in this

Section 3(C), the Administrator, the Trust, the

Funds, any of

their affiliates,

or

any of

their respective

officers,

directors, employees,

Administrators, investment advisers, agents or any other third patiy, including any client of, or

investor or participant in the Trust or a Fund or any Permitted Persons

(collectively, including

the Administrator, "Administrator Parties"), may not directly or indirectly, sell, rent, lease,

license or sublicense, transmit, transfer, distribute or redistribute, disclose display, or provide, or

otherwise make available or permit access to, all or any pati

of the Services

or the Materials

 

 

 

(including any State Street Data or Third Pmiy Data contained therein,

except with respect to

Third Party Data to the extent the Administrator has separate license rights with respect to the

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USAA CONTRACT CONTROL NO: 0000019025-01

use of such Third Party Data). Without limitation, Administrator Parties shall not themselves nor

permit any other person to in whole or in part to (i) modify,

enhance, create derivative works,

reverse engineer, decompile, decompose or disassemble the Services or the Materials; (ii) make

copies of the Services, the Materials or portions thereof; (iii) secure any source code used in the

Services, or attempt to use any portions

of the Services in any form other than machine readable

object code; (iv) commercially exploit or otherwise use the Services or the Materials for the

benefit of

any third party in a service bureau or software-as-a-service environment (or similar

structure), or otherwise use the Services or the Materials to perform services for any third party,

including for, to, or with consultants and independent contractors; or (v) attempt any of the

foregoing or otherwise use the Services or the Materials for any purpose other than as expressly

authorized under this Agreement.

 

 

 

 

(D)

The Administrator shall limit the access and use of the Services and the Materials

by any Administrator Parties to a need-to-know basis and, in connection with its obligations

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

Party 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 forth 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 Party 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.

[Remainder

of

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Intentionally Left Blank]

Information Classification:

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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 State Street

29, 2018, Bank 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 VIRGINIA BOND 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

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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

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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, 2018

STATE STREET BANK AND TRUST COMPANY

By:______________

Name: A-Delre 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