Amendment No. 2 To Transfer Agency And Shareholder Services Agreement
Exhibit (h)(i)(C)
Amendment No. 2
To
Transfer Agency And Shareholder Services Agreement
This Amendment No. 2 To Transfer Agency And Shareholder Services Agreement, dated as of October 12, 2020 (“Amendment Effective Date”), is being entered into by and between BNY Mellon Investment Servicing (US) Inc. (“BNYM”) and FundVantage Trust (the “Trust”), on its own behalf and on behalf of each Fund listed on Exhibit A to the Amended Agreement (as defined below) (“Amendment”).
Background
BNYM and the Trust previously entered into the Transfer Agency And Shareholder Services Agreement made as of October 23, 2018 and BNYM and the Trust previously entered into Amendment No. 1 To Transfer Agency And Shareholder Services Agreement on December 31, 2018 (collectively, the “Current Agreement”). The parties wish to amend the Current Agreement as set forth in this Amendment.
Terms
In consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree to all statements made above and as follows:
1. Modifications to Current Agreement. The Current Agreement is hereby amended by deleting Schedule B in its entirety and replacing it with the Schedule B attached to this Amendment, dated October 12, 2020, between BNYM and the Trust.
2. Adoption of Amended Agreement by New Funds. Each Fund that has been added to Schedule B by virtue of this Amendment acknowledges and agrees that (i) by virtue of its execution of this Amendment, it becomes and is a party to the Current Agreement as amended by this Amendment (“Amended Agreement”) as of the date first written above, or if BNYM commenced providing services to the Fund prior to the date first written above, as of the date BNYM first provided services to the Fund, and (ii) it is bound by all terms and conditions of the Amended Agreement as of such date. The term “Fund” has the same meaning in this Amendment as it has in the Current Agreement.
3. Remainder of Current Agreement. Except as specifically modified by this Amendment, all terms and conditions of the Current Agreement shall remain in full force and effect.
4. Governing Law. The governing law provision of the Current Agreement shall be the governing law provision of this Amendment.
5. Entire Agreement. This Amendment constitutes the final, complete, exclusive and fully integrated record of the agreement of the parties with respect to the subject matter herein and the amendment of the Current Agreement with respect to such subject matter, and supersedes all prior and contemporaneous proposals, agreements, contracts, representations and understandings, whether written, oral or electronic, between the parties with respect to the same subject matter.
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6. Signatures; Counterparts. The parties expressly agree that this Amendment may be executed in one or more counterparts and expressly agree that such execution may occur by manual signature on a physically delivered copy of Amendment, by a manual signature on a copy of Amendment transmitted by facsimile transmission, by a manual signature on a copy of Amendment transmitted as an imaged document attached to an email, or by “Electronic Signature”, which is hereby defined to mean inserting an image, representation or symbol of a signature into an electronic copy of Amendment by electronic, digital or other technological methods. Each counterpart executed in accordance with the foregoing shall be deemed an original, with all such counterparts together constituting one and the same instrument. The exchange of executed counterparts of this Amendment or of executed signature pages to counterparts of this Amendment, in either case by facsimile transmission or as an imaged document attached to an email transmission, shall constitute effective execution and delivery of this Amendment and may be used for all purposes in lieu of a manually executed and physically delivered copy of this Amendment.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed as of the Amendment Effective Date by its duly authorized representative indicated below. An authorized representative, if executing this Amendment by Electronic Signature, affirms authorization to execute this Amendment by Electronic Signature and that the Electronic Signature represents an intent to enter into this Amendment and an agreement with its terms.
| BNY Mellon Investment Servicing (US) Inc. | |
| By: | /s/ Xxxxxx Xxxxxx |
| Name: | Xxxxxx Xxxxxx |
| Title: | Director |
| FundVantage Trust | |
On its own behalf and on behalf of each Fund in its individual and separate capacity, and not on behalf of any other Fund |
|
| By: | /s/ Xxxx Xxxxx |
| Name: | Xxxx Xxxxx |
| Title: | President |
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SCHEDULE B
(Dated: October 12, 2020)]
This SCHEDULE B is Schedule B to that certain Transfer Agency And Shareholder Services Agreement dated as of October 23, 2018, between BNY Mellon Investment Servicing (US) Inc. and each of FundVantage Trust and the Portfolios listed below.
Portfolios
| Fund Name | Share Class | |
| Arabesque Systematic Fund1 | Institutional | |
| (formerly, Arabesque Systematic International Fund) | ||
| (Registration effective April 21, 2017; services not yet commenced) | ||
| Arabesque Systematic Fund1 | Investor | |
| (formerly, Arabesque Systematic International Fund) | ||
| (Registration effective April 21, 2017; services not yet commenced) | ||
| Arabesque Systematic USA Fund2 | Institutional | |
| Arabesque Systematic USA Fund2 | Investor | |
| C WorldWide International Equities Fund3 | [ ] | |
| DuPont Capital Emerging Markets Fund | Class I | |
| EIC Value Fund | Class A | |
| EIC Value Fund | Class C | |
| EIC Value Fund | Retail | |
| EIC Value Fund | Institutional | |
| Gotham Absolute 500 Fund4 | Institutional | |
| Gotham Absolute 500 Core Fund5 | Institutional | |
| Gotham Absolute Return Fund | Institutional | |
| Gotham Defensive Long Fund4 | Institutional | |
| Gotham Defensive Long 500 Fund | Institutional | |
| Gotham Enhanced 500 Fund6 | Institutional | |
| Gotham Enhanced 500 Plus Fund | Institutional | |
| (formerly, Gotham Enhanced 500 Core Fund) | ||
| Gotham Enhanced Return Fund | Institutional | |
| Gotham Enhanced S&P 500 Index Fund | Institutional | |
| Gotham ESG Large Value Fund | Institutional | |
| Gotham Hedged Core Fund | Institutional | |
| Gotham Hedged Plus Fund | Institutional | |
| Gotham Enhanced Index Plus Fund7 | Institutional | |
| Gotham Index Plus All-Cap Fund4 | Institutional | |
| Gotham Index Plus Fund | Institutional |
1 Fund will not be offered in FundVantage. Will not appear on future versions of Schedule B.
2 Liquidated on or about September 18, 2020. Will not appear on future versions of Schedule B.
3 Effective on or about December 31, 2020.
4 Liquidated on or about July 31, 2020. Will not appear on future Schedule B.
5 Liquidated on or about May 28, 2020. Will not appear on future Schedule B.
6 Liquidated on or about June 26, 2020. Will not appear on future Schedule B.
7 Liquidated on or about June 4, 2020. Will not appear on future Schedule B.
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| Fund Name | Share Class | |
| Gotham Index Plus Fund | Investor | |
| Gotham Large Value Fund | Institutional | |
| (formerly, Gotham Institutional Value Fund) | ||
| Gotham Master Index Plus Fund4 | Institutional | |
| Gotham Master Neutral Fund | Institutional | |
| Gotham Neutral Fund | Institutional | |
| Gotham Neutral 500 Fund | Institutional | |
| Gotham Short Strategies Fund | Institutional | |
| Gotham Total Return Fund | Institutional | |
| Gotham Total Return Fund | Investor | |
| Gryphon International Equity Fund | Institutional | |
| (Registration effective October 7, 2019 but not currently offered) | ||
| Lateef Focused Sustainable Growth Fund | Class A | |
| (formerly, Lateef Focused Growth Fund) | ||
| Lateef Focused Sustainable Growth Fund | Class I | |
| (formerly, Lateef Focused Growth Fund) | ||
| Lateef Focused Sustainable Growth Fund | Class C | |
| (formerly, Lateef Focused Growth Fund) | ||
| Madison Avenue Financial Solutions Government Money Market Fund3 | Institutional Class | |
| Madison Avenue Financial Solutions Government Money Market Fund3 | Investor Class | |
| Mount Xxxxx U.S. Focused Equity Fund8 | Class I | |
| Mount Xxxxx U.S. Focused Equity Fund8 | Class II | |
| Pacific Capital Tax-Free Securities Fund | Class Y | |
| Pacific Capital Tax-Free Short Intermediate Securities Fund | Class Y | |
| Pacific Capital U.S. Government Money Market Fund | Investor Class | |
| Xxxxx Global Emerging Markets Growth Fund9 | Institutional Class | |
| Xxxxx Global Emerging Markets Growth Fund9 | Investor Class | |
| Xxxxx Global Growth Fund | Investor Class | |
| Xxxxx Global Growth Fund | Institutional Class | |
| Xxxxx Growth Fund | Investor Class | |
| Xxxxx Growth Fund | Institutional Class | |
| Xxxxx International Growth Fund | Investor Class | |
| Xxxxx International Growth Fund | Institutional Class | |
| Xxxxx International Small Company Growth Fund | Investor Class | |
| Xxxxx International Small Company Growth Fund | Institutional Class | |
| Xxxxx U.S. Small Company Growth Fund | Investor Class | |
| Xxxxx U.S. Small Company Growth Fund | Institutional Class | |
| Private Capital Management Value Fund | Class A | |
| Private Capital Management Value Fund | Class C | |
| Private Capital Management Value Fund | Class I | |
| Private Capital Management Value Fund | Class R | |
| Quality Dividend Fund | Class A | |
| Quality Dividend Fund | Class C | |
| Quality Dividend Fund | Institutional Class |
8 Liquidated on or about October 25, 2019. Will not appear on future Schedule B.
9 Effective on or about October 16, 2020.
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| Fund Name | Share Class | |
| Sirios Focus Fund10 | Class A | |
| Sirios Focus Fund10 | Institutional Class | |
| Sirios Focus Fund10 | Retail Class | |
| Sirios Long/Short Fund | Institutional Class | |
| SkyBridge Dividend Value Fund11 | Class A | |
| SkyBridge Dividend Value Fund11 | Class C | |
| SkyBridge Dividend Value Fund11 | Class I | |
| TOBAM Emerging Markets Fund | Class I | |
| TOBAM Emerging Markets Fund | Class A | |
| TOBAM Emerging Markets Fund | Class C | |
| Verplanck Balanced Fund |
10 Effective on or about December 18, 2020.
11 Merged into another fund not a series of FundVantage Trust on or about July 19, 2019. Will not appear on future
Schedule B.
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