EX-99.B(H)(4)(O) 5 a19-6871_1ex99dbh4o.htm EX-99.B(H)(4)(O)

Exhibit 99.B(h)(4)(o)

 

SECOND AMENDMENT TO

TRANSFER AGENCY AGREEMENT

 

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

 

FIS INVESTOR SERVICES LLC

VICTORY PORTFOLIOS, on behalf of each Fund listed on Schedule A, individually and jointly

 

 

 

 

 

By

/s/ Peggy Poche

 

By:

/s/ Chris Dyer

 

 

 

 

 

Name:

Peggy Poche

 

Name:

Chris Dyer

 

 

 

 

 

Title:

Contract Valuation Manager

 

Title:

President

 

 

 

 

 

Date:

3/11/2019

 

Date:

3/6/19

 

 

SCHEDULE A

 

TO THE TRANSFER AGENCY AGREEMENT
BETWEEN
VICTORY PORTFOLIOS
AND
FIS INVESTOR SERIVCE LLC

 

 

 

Fund Name

 

 

 

Fund Name

 

 

 

 

 

 

 

1

 

Victory Diversified Stock Fund

 

24

 

Victory RS International Fund

2

 

Victory Floating Rate Fund

 

25

 

Victory RS Investors Fund

3

 

Victory Global Natural Resources Fund

 

26

 

Victory RS Large Cap Alpha Fund

4

 

Victory Harvest Premium Absolute Fund

 

27

 

Victory RS Mid Cap Growth Fund

5

 

Victory Harvest Premium Bond Fund

 

28

 

Victory RS Partners Fund

6

 

Victory Harvest Premium Large Cap Equity Fund

 

29

 

Victory RS Science and Technology Fund

7

 

Victory High Income Municipal Bond Fund

 

30

 

Victory RS Select Growth Fund

8

 

Victory High Yield Fund

 

31

 

Victory RS Small Cap Equity Fund

9

 

Victory INCORE Fund for Income

 

32

 

Victory RS Small Cap Growth Fund

10

 

Victory INCORE Investment Grade Convertible Fund

 

33

 

Victory RS Value Fund

11

 

Victory INCORE Investment Quality Bond Fund

 

34

 

Victory S&P 500 Index Fund

12

 

Victory INCORE Low Duration Bond Fund

 

35

 

Victory Sophus Emerging Markets Fund

13

 

Victory INCORE Total Return Bond Fund

 

36

 

Victory Sophus Emerging Markets Small Cap Fund

14

 

Victory Integrity Discovery Fund

 

37

 

Victory Special Value Fund

15

 

Victory Integrity Mid-Cap Value Fund

 

38

 

Victory Strategic Allocation Fund

16

 

Victory Integrity Small/Mid-Cap Value Fund

 

39

 

Victory Strategic Income Fund

17

 

Victory Integrity Small-Cap Value Fund

 

40

 

Victory Sycamore Established Value Fund

18

 

Victory Munder Mid-Cap Core Growth Fund

 

41

 

Victory Sycamore Small Company Opportunity Fund

19

 

Victory Munder Multi-Cap Fund

 

42

 

Victory Tax-Exempt Fund

20

 

Victory Munder Small Cap Growth Fund

 

43

 

Victory Trivalent Emerging Markets Small-Cap Fund

21

 

Victory NewBridge Large Cap Growth Fund

 

44

 

Victory Trivalent International Fund-Core Equity

22

 

Victory RS Global Fund

 

45

 

Victory Trivalent International Small-Cap Fund

23

 

Victory RS Growth Fund

 

 

 

 

 

As of February 26, 2019