SECOND AMENDMENT TO TRANSFER AGENCY AGREEMENT
Exhibit 99.B(h)(4)(o)
SECOND AMENDMENT TO
This SECOND AMENDMENT (“Amendment”) is made this 26th day of February, 2019, (the “Amendment Effective Date”), between Victory Portfolios (“Client”), formerly known as The Victory Portfolios, and FIS Investor Services LLC (“FIS”), formerly known as SunGard Investor Services LLC (assignee of Citi Fund Services Ohio, Inc., formerly known as BISYS Fund Services Ohio, Inc.), to the Transfer Agency Agreement dated April l, 2002, between Client and Citi, as previously amended, the “Agreement”. All capitalized terms used but not defined herein shall have the meanings given them in the Agreement.
WHEREAS, FIS and Client wish to enter into this Amendment to the Agreement to update Schedule A thereto;
NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter contained and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be legally bound, Client and FIS hereby agree as follows:
l. Amendments.
a. Funds. Schedule A to the Agreement is hereby deleted in its entirety and replaced by the new Schedule A attached hereto.
2. Representations and Warranties.
a. Client represents (i) that it has full power and authority to enter into this Amendment, (ii) that this Amendment, and all information relating thereto has been presented to and reviewed by the Board of Trustees of Client (the “Board”), and (iii) that the Board has approved this Amendment.
b. FIS represents that it has full power and authority to enter into and perform this Amendment.
3. Miscellaneous.
a. This Amendment supplements and amends the Agreement. The provisions set forth in this Amendment supersede all prior negotiations, understandings and agreements bearing upon the subject matter covered herein, including any conflicting provisions of the Agreement or any provisions of the Agreement that directly cover or indirectly bear upon matters covered under this Amendment.
b. Each reference to the Agreement in the Agreement (as it existed prior to this Amendment), shall hereafter be construed as a reference to the Agreement as amended by this Amendment. Except as provided in this Amendment, the provisions of the Agreement remain in full force and effect. No amendment or modification to this Amendment shall be valid unless made in writing and executed by both parties hereto.
c. Paragraph headings in this Amendment are included for convenience only and are not to be used to construe or interpret this Amendment.
d. This Amendment may be executed in counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same agreement.
e. It is specifically acknowledged that this Amendment is made on behalf of Victory Portfolios, on behalf of each of the Funds listed on Schedule A, individually and not jointly. The assets of any one Fund shall not be used to offset the liabilities of any other Fund. Shareholders and Trustees of Client shall not be held personally liable for any obligations of Client, or any of the Funds listed on Schedule A.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written
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FIS INVESTOR SERVICES LLC |
VICTORY PORTFOLIOS, on behalf of each Fund listed on Schedule A, individually and jointly | |||
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By |
/s/ ▇▇▇▇▇ ▇▇▇▇▇ |
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇▇▇▇ |
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Title: |
Contract Valuation Manager |
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Title: |
President |
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Date: |
3/11/2019 |
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Date: |
3/6/19 |
SCHEDULE A
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN
VICTORY PORTFOLIOS
AND
FIS INVESTOR SERIVCE LLC
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Fund Name |
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Fund Name |
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1 |
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Victory Diversified Stock Fund |
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24 |
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Victory RS International Fund |
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2 |
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Victory Floating Rate Fund |
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25 |
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Victory RS Investors Fund |
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3 |
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Victory Global Natural Resources Fund |
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26 |
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Victory RS Large Cap Alpha Fund |
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4 |
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Victory Harvest Premium Absolute Fund |
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27 |
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Victory RS Mid Cap Growth Fund |
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5 |
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Victory Harvest Premium Bond Fund |
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28 |
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Victory RS Partners Fund |
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6 |
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Victory Harvest Premium Large Cap Equity Fund |
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29 |
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Victory RS Science and Technology Fund |
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7 |
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Victory High Income Municipal Bond Fund |
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30 |
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Victory RS Select Growth Fund |
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8 |
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Victory High Yield Fund |
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31 |
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Victory RS Small Cap Equity Fund |
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9 |
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Victory INCORE Fund for Income |
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32 |
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Victory RS Small Cap Growth Fund |
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10 |
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Victory INCORE Investment Grade Convertible Fund |
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33 |
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Victory RS Value Fund |
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11 |
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Victory INCORE Investment Quality Bond Fund |
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34 |
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Victory S&P 500 Index Fund |
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12 |
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Victory INCORE Low Duration Bond Fund |
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35 |
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Victory ▇▇▇▇▇▇ Emerging Markets Fund |
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13 |
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Victory INCORE Total Return Bond Fund |
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36 |
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Victory ▇▇▇▇▇▇ Emerging Markets Small Cap Fund |
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14 |
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Victory Integrity Discovery Fund |
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37 |
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Victory Special Value Fund |
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15 |
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Victory Integrity Mid-Cap Value Fund |
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38 |
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Victory Strategic Allocation Fund |
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16 |
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Victory Integrity Small/Mid-Cap Value Fund |
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39 |
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Victory Strategic Income Fund |
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17 |
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Victory Integrity Small-Cap Value Fund |
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40 |
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Victory Sycamore Established Value Fund |
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18 |
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Victory Munder Mid-Cap Core Growth Fund |
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41 |
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Victory Sycamore Small Company Opportunity Fund |
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19 |
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Victory Munder Multi-Cap Fund |
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42 |
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Victory Tax-Exempt Fund |
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20 |
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Victory Munder Small Cap Growth Fund |
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43 |
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Victory Trivalent Emerging Markets Small-Cap Fund |
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21 |
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Victory NewBridge Large Cap Growth Fund |
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44 |
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Victory Trivalent International Fund-Core Equity |
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22 |
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Victory RS Global Fund |
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45 |
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Victory Trivalent International Small-Cap Fund |
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23 |
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Victory RS Growth Fund |
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As of February 26, 2019