Common use of Transfer Agent/Investor Services Clause in Contracts

Transfer Agent/Investor Services. Citi shall also maintain accounts of investors on its investor record-keeping systems, and provide the following investor services in connection therewith: (i) Maintain the register of investors; process purchases, redemptions, and transfers of Interests; maintain investor records, including account documentation files, establish account relationship linking/grouping, record investor account information changes, and balance monthly transaction activity; (ii) Maintain investor information files, and microfiche and/or image all subscription applications and source documentation (other than from Xxxxxxx Xxxxx or other placement agents, underwriters or distributors that maintain subscription application or source documentation, which shall be responsible for maintaining all such subscription applications and source information). The Fund shall direct Xxxxxxx Xxxxx and other placement agents, underwriters and distributors of the Fund to provide Citi with any information related to the Fund’s investors necessary for Citi’s performance of its services under this Agreement, compliance with governing regulations and performance of regulatory and financial audits, it being understood and acknowledged by Citi that the Fund’s obligation pursuant to this Section 1(c)(ii) shall require the Fund to so direct Xxxxxxx Xxxxx and other placement agents, underwriters and distributors only initially and thereafter as necessary in the event that Xxxxxxx Xxxxx and other placement agents, underwriters and distributors to Citi do not provide information to Citi and shall not require the Fund to be actively engaged in monitoring or directing such provision of information from Xxxxxxx Xxxxx and other placement agents, underwriters and distributors to Citi; (iii) Complete cash settlement between the Fund, its custodian, and investors, and reconcile the Fund’s bank accounts; (iv) Prepare and issue investor confirmations (other than for Xxxxxxx Xxxxx accounts), which shall be in compliance with Rule 10b-10 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), if applicable; upon investor request, prepare duplicate investor confirms; (v) Prepare and issue monthly account statements to investors (other than for Xxxxxxx Xxxxx accountholders in the International Fund) and provide a monthly report of account activity per investor to the Adviser; upon investor request, prepare duplicate account statements (special order account statements available for mutually agreed upon fees and mutually agreed upon timelines); (vi) Provide mailing labels for distribution of financial reports, Offering Documents, proxy statements, or marketing material to current investors; (vii) Review all incoming investor documentation to verify receipt of all information and documentation required by Citi in the performance of its services and obligations hereunder; provided, however, that it is understood that Citi shall have no responsibility to verify information provided by Xxxxxxx Xxxxx and other placement agents, underwriters and distributors, as Citi has been advised by the Fund that Xxxxxxx Xxxxx and other placement agents, underwriters and distributors are responsible for such review and verification; (viii) To the extent information is made available to Citi, upon opening new accounts and periodically thereafter as reasonably directed by the Fund, verify investor identity and check investor names against the lists of persons subject to economic and trade sanctions published by the U.S. Department of the Treasury, Office of Foreign Assets Control and Financial Crimes Enforcement Network, in each case as required by applicable U.S. laws and regulations; (ix) Place holds on transactions in investor accounts or freeze assets in investor accounts, as provided by the Fund’s relevant written policies and procedures (the “AML Program”); (x) Create documentation to provide a basis for law enforcement authorities to trace illicit funds; (xi) Maintain all records or other documentation created or received by Citi pursuant to its services under this Agreement related to investor accounts and transactions therein that are required to be prepared and maintained pursuant to the AML Program, and make the same available for inspection by regulatory or law enforcement authorities, and otherwise make said records or other documents available at the direction of the Fund; and (xii) Provide ERISA tracking limited to noting whether an investor is an ERISA investor based on the information that is provided by the placement agent, underwriter, or distributor, or in the subscription documents that are provided to Citi.

Transfer Agent/Investor Services. Citi shall also maintain accounts of investors on its investor record-keeping systems, and provide the following investor services in connection therewith: (i1) Maintain the register of investors; process purchases, redemptionscompulsory repurchases, and transfers of Interests; maintain investor records, including account documentation files, establish account relationship linking/grouping, record investor account information changes, and balance monthly or quarterly transaction activity; (ii2) Maintain investor information files, and microfiche and/or image all subscription applications and source documentation (other than from Xxxxxxx Xxxxx or other placement agents, underwriters or distributors that maintain subscription application or source documentation, which shall be responsible for maintaining all such subscription applications and source information). The Fund shall direct Xxxxxxx Xxxxx and other placement agents, underwriters and distributors of the Fund to provide Citi with any information related to the Fund’s investors necessary for Citi’s performance of its services under this Agreement, compliance with governing regulations and performance of regulatory and financial audits, it being understood and acknowledged by Citi that the Fund’s obligation pursuant to this Section 1(c)(ii) shall require the Fund to so direct Xxxxxxx Xxxxx and other placement agents, underwriters and distributors only initially and thereafter as necessary in the event that Xxxxxxx Xxxxx and other placement agents, underwriters and distributors to Citi do not provide information to Citi and shall not require the Fund to be actively engaged in monitoring or directing such provision of information from Xxxxxxx Xxxxx and other placement agents, underwriters and distributors to Citi; (iii3) Complete cash settlement between the Fund, its custodian, and investors, and reconcile the Fund’s bank accounts; (iv4) Prepare Except as otherwise agreed upon with the Fund, prepare and issue investor confirmations (other than for Xxxxxxx Xxxxx accounts), which shall be in compliance with Rule 10b-10 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), if applicable; upon investor request, prepare duplicate investor confirms; (v) Prepare and issue monthly quarterly account statements to investors (other than for Xxxxxxx Xxxxx accountholders in the International Fund) and provide a monthly report of make available investor account activity per investor to the Adviserreports; upon investor request, prepare duplicate account statements (special order account statements available for mutually agreed upon fees and mutually agreed upon timelines); (vi5) Provide mailing labels for distribution of financial and tax reports, Offering Documents, proxy statements, or marketing material to current investors; (vii6) Review all incoming investor documentation to verify receipt of all information and documentation required by Citi in the performance of its services and obligations hereunder; provided, however, that it is understood that Citi shall have no responsibility to verify information provided by Xxxxxxx Xxxxx and other placement agents, underwriters and distributors, as Citi has been advised by the Fund that Xxxxxxx Xxxxx and other placement agents, underwriters and distributors are responsible for such review and verification; (viii7) To the extent information is made available to Citi, upon opening new accounts and periodically thereafter as reasonably directed by the Fund, verify investor identity and check investor names against the lists of persons subject to economic and trade sanctions published by the U.S. Department of the Treasury, Office of Foreign Assets Control and Financial Crimes Enforcement Network, in each case as required by applicable U.S. laws and regulations; (ix) 8) Place holds on transactions in investor accounts or freeze assets in investor accounts, as provided by the Fund’s relevant written policies and procedures (the “AML Program”); (x9) Create documentation to provide a basis for law enforcement authorities to trace illicit funds; (xi10) Maintain all records or other documentation created or received by Citi pursuant to its services under this Agreement related to investor accounts and transactions therein that are required to be prepared and maintained pursuant to the AML Program, and make the same available for inspection by regulatory or law enforcement authorities, and otherwise make said records or other documents available at the direction of the Fund; and (xii) Provide ERISA tracking limited to noting whether an investor is an ERISA investor based on the information that is provided by the placement agent, underwriter, or distributor, or in the subscription documents that are provided to Citi.;

Transfer Agent/Investor Services. Citi shall also maintain accounts of investors on its investor record-keeping systems, and provide the following investor services in connection therewith: (i) Maintain the register of investors; process purchases, redemptionsrepurchases pursuant to tender offers or otherwise, compulsory repurchases, and transfers of Interests; maintain investor records, including account documentation files, establish account relationship linking/grouping, record investor account information changes, and balance monthly transaction activity; (ii) Maintain investor information files, and microfiche and/or image all subscription applications and source documentation (other than from Xxxxxxx Xxxxx or other placement agents, underwriters or distributors that maintain subscription application or source documentation, which shall be responsible for maintaining all such subscription applications and source information). The Fund shall direct Xxxxxxx Xxxxx and other placement agents, underwriters and distributors of the Fund to provide Citi with any information related to the Fund’s investors necessary for Citi’s performance of its services under this Agreement, compliance with governing regulations and performance of regulatory and financial audits, it being understood and acknowledged by Citi that the Fund’s obligation pursuant to this Section 1(c)(ii) shall require the Fund to so direct Xxxxxxx Xxxxx and other placement agents, underwriters and distributors only initially and thereafter as necessary in the event that Xxxxxxx Xxxxx and other placement agents, underwriters and distributors to Citi do not provide information to Citi and shall not require the Fund to be actively engaged in monitoring or directing such provision of information from Xxxxxxx Xxxxx and other placement agents, underwriters and distributors to Citi; (iii) Complete cash settlement between the Fund, its custodian, and investors, and reconcile the Fund’s bank accounts; (iv) Prepare and issue investor confirmations (other than for Xxxxxxx Xxxxx accountsall investors unless agreed to otherwise by the Fund), which shall be in compliance with Rule 10b-10 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), if applicable; upon investor request, prepare duplicate investor confirms; (v) Prepare Except as otherwise agreed upon with the Fund, prepare and issue monthly account statements to investors (other than for Xxxxxxx Xxxxx accountholders in the International Fund) and provide a monthly report of account activity per investor to the Adviser; upon investor request, prepare duplicate account statements (special order account statements available for mutually agreed upon fees and mutually agreed upon timelines); (vi) Provide mailing labels for distribution of financial and tax reports, Offering Documents, proxy statements, or marketing material to current investors; (vii) Review all incoming investor documentation to verify receipt of all information and documentation required by Citi in the performance of its services and obligations hereunder; provided, however, that it is understood that Citi shall have no responsibility to verify information provided by Xxxxxxx Xxxxx and other placement agents, underwriters and distributors, as Citi has been advised by the Fund that Xxxxxxx Xxxxx and other placement agents, underwriters and distributors are responsible for such review and verification; (viii) To the extent information is made available to Citi, upon opening new accounts and periodically thereafter as reasonably directed by the Fund, verify investor identity and check investor names against the lists of persons subject to economic and trade sanctions published by the U.S. Department of the Treasury, Office of Foreign Assets Control and Financial Crimes Enforcement Network, in each case as required by applicable U.S. laws and regulationsregulations and, with respect to investors in The Endowment (International) Fund, Ltd., upon written request from such Fund’s AML officer, based upon information provided by The Endowment (International) Fund and its investment adviser, Citi shall use reasonable efforts to: (A) review and provide updated information with respect to any amendments to the Financial Action Task Force (“FATF”) list of Non-Cooperative Countries and Territories, and (B) check investor names against Citi’s AML database resources, as specified by the Fund’s AML Officer.; (ix) Place holds on transactions in investor accounts or freeze assets in investor accounts, as provided by the Fund’s relevant written policies and procedures (the “AML Program”); (x) Create documentation to provide a basis for law enforcement authorities to trace illicit funds; (xi) Maintain all records or other documentation created or received by Citi pursuant to its services under this Agreement related to investor accounts and transactions therein that are required to be prepared and maintained pursuant to the AML Program, and make the same available for inspection by regulatory or law enforcement authorities, and otherwise make said records or other documents available at the direction of the Fund; and; (xii) Provide ERISA tracking limited to noting whether an investor is an ERISA investor based on the information that is provided by the placement agent, underwriter, or distributor, or in the subscription documents that are provided to Citi, tabulating the percentage of investors in each Fund that are ERISA investors and reporting such information monthly to the Adviser; and (xiii) Distribute tender offer materials to investors, compile investor replies, respond to investor questions regarding the tender offer process.