SCHEDULE A-1 TO ADVISORY AGREEMENT
FUNDS WITH PERFORMANCE ADJUSTMENT
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Annual |
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Must Be |
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Name of Fund† |
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Performance Index |
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Basic |
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Last Date |
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Approved |
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Fee Rate‡ |
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Approved |
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By Date |
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Aggressive Growth |
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Lipper Large-Cap Growth Funds |
* |
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December 11, 2025 |
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December 31, 2026 |
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Fund |
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Index |
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California Bond Fund |
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Lipper California Municipal Debt |
** |
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December 11, 2025 |
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December 31, 2026 |
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Funds Index |
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Capital Growth Fund |
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Lipper Global Funds Index |
0.75% |
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December 11, 2025 |
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December 31, 2026 |
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Emerging Markets |
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Lipper Emerging Markets Funds |
1.00% |
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December 11, 2025 |
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December 31, 2026 |
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Fund |
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Index |
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Global Equity Income |
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Lipper Global Equity Income Funds |
0.50% |
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December 11, 2025 |
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December 31, 2026 |
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Fund |
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Index |
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Government Securities |
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Lipper Intermediate U.S. |
0.125% |
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December 11, 2025 |
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December 31, 2026 |
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Fund |
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Government Funds Index |
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Growth & Income |
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Lipper Multi-Cap Core Funds Index |
0.60% |
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December 11, 2025 |
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December 31, 2026 |
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Fund |
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Growth and Tax |
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Composite Consisting of 51% of the |
0.30% |
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December 11, 2025 |
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December 31, 2026 |
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Strategy Fund |
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Lipper General Municipal Bond |
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Funds Index and 49% of the Lipper |
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Large Cap Core Funds Index |
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Growth Fund |
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Lipper Large-Cap Growth Funds |
0.65% |
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December 11, 2025 |
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December 31, 2026 |
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Index |
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High Income Fund |
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Lipper High Yield Bond Funds |
0.50% |
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December 11, 2025 |
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December 31, 2026 |
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Index |
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Income Stock Fund |
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Lipper Equity Income Funds Index |
0.50% |
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December 11, 2025 |
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December 31, 2026 |
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Income Fund |
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Lipper A Rated Bond Funds Index |
0.24% |
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December 11, 2025 |
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December 31, 2026 |
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Core Plus Intermediate |
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Lipper Core Plus Bond Funds Index |
** |
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December 11, 2025 |
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December 31, 2026 |
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Bond Fund |
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†The Performance Adjustment initially will be determined for each share class separately based on the performance
of that share class, unless the Board determines otherwise.
‡Expressed as a percentage of average net assets. Note, however, that the Adviser shall have the right, but not the obligation, to voluntarily or contractually waive any portion of the advisory fee from time to time. In addition, the Adviser may from time to time undertake in writing to limit the Funds’ total expenses for a definite period of time.
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Annual |
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Must Be |
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Name of Fund† |
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Performance Index |
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Basic |
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Last Date |
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Approved |
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Fee Rate‡ |
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Approved |
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By Date |
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Tax Exempt |
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Lipper Intermediate Municipal Debt |
0.28% |
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December 11, 2025 |
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December 31, 2026 |
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Intermediate-Term |
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Funds Index |
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Fund |
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International Fund |
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Lipper International Funds Index |
0.75% |
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December 11, 2025 |
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December 31, 2026 |
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Tax Exempt Long- |
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Lipper General Municipal Debt |
0.28% |
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December 11, 2025 |
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December 31, 2026 |
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Term Fund |
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Funds Index |
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New York Bond Fund |
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Lipper New York Municipal Debt |
** |
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December 11, 2025 |
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December 31, 2026 |
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Funds Index |
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Precious Metals and |
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Lipper Precious Metals Equity Funds |
0.75% |
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December 11, 2025 |
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December 31, 2026 |
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Minerals Fund |
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Index |
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Science & Technology |
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Lipper Science & Technology Funds |
0.75% |
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December 11, 2025 |
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December 31, 2026 |
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Fund |
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Index |
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Short-Term Bond |
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Lipper Short Investment Grade Debt |
0.20% |
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December 11, 2025 |
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December 31, 2026 |
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Fund |
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Funds Index |
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Tax Exempt Short- |
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Lipper Short Municipal Debt Funds |
0.28% |
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December 11, 2025 |
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December 31, 2026 |
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Term Fund |
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Index |
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Small Cap Stock Fund |
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Lipper Small-Cap Core Funds Index |
0.75% |
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December 11, 2025 |
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December 31, 2026 |
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Ultra Short-Term |
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Lipper Ultra Short Funds Index |
0.24% |
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December 11, 2025 |
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December 31, 2026 |
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Bond Fund |
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Value Fund |
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Lipper Multi-Cap Value Funds Index |
0.65% |
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December 11, 2025 |
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December 31, 2026 |
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Virginia Bond Fund |
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Lipper Virginia Municipal Debt |
** |
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December 11, 2025 |
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December 31, 2026 |
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Funds Index |
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Sustainable World |
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Lipper Global Funds Index |
0.75% |
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December 11, 2025 |
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December 31, 2026 |
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Fund |
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*The fee is computed at one-half of one percent (0.50%) of the first $750 million of average net assets, two-fifths of one percent (0.40%) of the portion of average net assets over $750 million but not over $1.5 billion, and one-third of one percent (0.33%) of the portion of average net assets over $1.5 billion.
**The fee is computed at one-half of one percent (0.50%) of the first $50 million of average net assets, two-fifths of one percent (0.40%) of the portion of average net assets over $50 million but not over $100 million, and three-tenths of one percent (0.30%) of the portion of average net assets over $100 million.
Current as of December 11, 2025
VICTORY PORTFOLIOS III
By: |
/s/ Thomas Dusenberry |
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______________________ |
Name: Thomas Dusenberry |
Title: |
President |
Accepted:
VICTORY CAPITAL MANAGEMENT INC.
By: /s/ Michael D. Policarpo
________________________
Name: Michael D. Policarpo
Title: President, Chief Financial Officer and Chief Administrative Officer
SCHEDULE A-2 TO ADVISORY AGREEMENT
PERFORMANCE ADJUSTMENT RATE
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EQUITY FUNDS |
Aggressive Growth Fund |
International Fund |
Capital Growth Fund |
Precious Metals and Minerals Fund |
Emerging Markets Fund |
Science & Technology Fund |
Growth & Income Fund |
Small Cap Stock Fund |
Growth Fund |
Value Fund |
Global Equity Income Fund |
Sustainable World Fund |
Income Stock Fund |
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Over/Under Performance Relative |
Performance Adjustment Rate |
to Index (in basis points) |
(in basis points as a percentage |
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of average net assets) |
+/- 100 to 400 |
+/- 4 |
+/- 401 to 700 |
+/- 5 |
+/- 701 and greater |
+/- 6 |
FIXED INCOME FUNDS |
California Bond Fund |
Tax Exempt Intermediate-Term Fund |
Government Securities Fund |
Tax Exempt Long-Term Fund |
Growth and Tax Strategy Fund |
New York Bond Fund |
High Income Fund |
Short-Term Bond Fund |
Income Fund |
Tax Exempt Short-Term Fund |
Core Plus Intermediate Bond Fund |
Ultra Short-Term Bond Fund |
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Virginia Bond Fund |
Over/Under Performance Relative |
Performance Adjustment Rate |
to Index (in basis points) |
(in basis points as a percentage |
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of average net assets) |
+/- 20 to 50 |
+/- 4 |
+/- 51 to 100 |
+/- 5 |
+/- 101 and greater |
+/- 6 |
SCHEDULE B
to the
INVESTMENT ADVISORY AGREEMENT
between
VICTORY PORTFOLIOS III
and
VICTORY CAPITAL MANAGEMENT INC.
This Schedule B shall apply to each of the Funds identified on Schedule B-1 hereto (each, a “Fund”).
(a)The Trust shall pay to the Adviser a fee for each Fund calculated daily and payable monthly in arrears, computed as a percentage of the average net assets of the Fund for such month at the rate set forth in Schedule B-1 thereto.
(b)The term “average net assets” of a Fund as used herein for any period shall mean the quotient produced by dividing (i) the sum of the net assets of the Fund (computed in the manner set forth in the Fund’s most recent Prospectus and Statement of Additional Information) determined as of the close of business on each business day throughout the month, by (ii) the number of such days.
SCHEDULE B-1 TO ADVISORY AGREEMENT
FUNDS WITH NO PERFORMANCE FEE AND FEE RATES
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Name of Fund |
Fee Rate§ |
Last |
Must Be |
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Approved |
Approved By |
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Money Market Fund |
0.24% |
December 11, 2025 |
December 31, 2026 |
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Tax Exempt Money Market Fund |
0.28% |
December 11, 2025 |
December 31, 2026 |
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Treasury Money Market Trust |
0.125% |
December 11, 2025 |
December 31, 2026 |
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Global Managed Volatility Fund |
0.60% |
December 11, 2025 |
December 31, 2026 |
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Nasdaq-100 Index Fund |
0.20% |
December 11, 2025 |
December 31, 2026 |
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Extended Market Index Fund |
0.10% |
December 11, 2025 |
December 31, 2026 |
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Cornerstone Moderately Conservative Fund |
0.50% |
December 11, 2025 |
December 31, 2026 |
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Cornerstone Aggressive Fund |
0.60% |
December 11, 2025 |
December 31, 2026 |
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Cornerstone Conservative Fund |
0.00% |
December 11, 2025 |
December 31, 2026 |
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Cornerstone Equity Fund |
0.00% |
December 11, 2025 |
December 31, 2026 |
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Cornerstone Moderate Fund |
0.59% |
December 11, 2025 |
December 31, 2026 |
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Cornerstone Moderately Aggressive Fund |
0.59% |
December 11, 2025 |
December 31, 2026 |
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500 Index Fund |
0.10% |
December 11, 2025 |
December 31, 2026 |
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Target Managed Allocation Fund |
0.50% |
December 11, 2025 |
December 31, 2026 |
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Target Retirement Income Fund |
0.00% |
December 11, 2025 |
December 31, 2026 |
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Target Retirement 2030 Fund |
0.00% |
December 11, 2025 |
December 31, 2026 |
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Target Retirement 2040 Fund |
0.00% |
December 11, 2025 |
December 31, 2026 |
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Target Retirement 2050 Fund |
0.00% |
December 11, 2025 |
December 31, 2026 |
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Target Retirement 2060 Fund |
0.00% |
December 11, 2025 |
December 31, 2026 |
Current as of December 11, 2025
§Expressed as a percentage of average net assets. Note, however, that the Adviser shall have the right, but not the obligation, to voluntarily or contractually waive any portion of the advisory fee from time to time. In addition, the Adviser may from time to time undertake in writing to limit the Funds’ total expenses for a definite period of time.
VICTORY PORTFOLIOS III
By: |
_/s/ Thomas Dusenberry |
|
__________________ |
Name: Thomas Dusenberry |
Title: |
President |
Accepted:
VICTORY CAPITAL MANAGEMENT INC.
By: |
_/s/ Michael D. Policarpo |
|
______________________ |
Name: Michael D. Policarpo |
Title: |
President, Chief Financial Officer and Chief |
Administrative Officer
