THIRD AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
THIRD
AMENDMENT TO THE
THIS
THIRD AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT (“Third Amendment”) is
dated as of the 27th day of May, 2009 and is entered into by and between FORT PITT CAPITAL FUNDS, a
Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES,
LLC, a Wisconsin limited liability company (“USBFS”).
RECITALS
WHEREAS, the Trust and USBFS
entered into a Transfer Agent Servicing Agreement (“Transfer Agent Agreement”)
dated as of December 20, 2001; and
WHEREAS, the Trust and USBFS
amended the Transfer Agent Agreement as of February 4, 2004 (“First Amendment”)
to add certain anti-money laundering provisions; and
WHEREAS, the Trust and USBFS
amended the Transfer Agent Agreement as of March 1, 2006 to add certain fee
schedules via an omnibus amendment document entitled Amendment to Fort Pitt
Capital Funds’ Servicing Agreements (“Second Amendment”); and
WHEREAS, the Trust and USBFS
desire to amend Section B of the First Amendment in order to add references to
the Red Flag Identity Theft Prevention Program; and
WHEREAS, Section 6 of the
Transfer Agent Servicing Agreement allows for its amendment by mutual written
consent of the parties.
NOW, THEREFORE, the Trust and
USBFS agree as follows:
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1.
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Section
B of the First Amendment is hereby deleted in its entirety and replaced
with the following language:
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B.
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A
new Section 16 shall be added to this Agreement as
follows:
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16.
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Anti-Money
Laundering Program
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The Trust
acknowledges that it has had an opportunity to review, consider and comment upon
the written procedures provided by USBFS describing various tools used by USBFS
which are designed to promote the detection and reporting of potential money
laundering activity by monitoring certain aspects of shareholder activity as
well as written procedures for verifying a customer’s identity (collectively,
the “Procedures”). Further, the Trust has determined that the
Procedures, as part of the Trust’s overall anti-money laundering program and the
Red Flag Identity Theft Prevention program, are reasonably designed to prevent
the Fund from being used for money laundering or the financing of terrorist
activities and to achieve compliance with the applicable provisions of the Fair
and Accurate Credit Transactions Act of 2003 and the USA Patriot Act of 2001 and
the implementing regulations thereunder.
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Based on
this determination, the Trust hereby instructs and directs USBFS to implement
the Procedures on the Trust’s behalf, as such may be amended or revised from
time to time. It is contemplated that these Procedures will be
amended from time to time by the parties as additional regulations are adopted
and/or regulatory guidance is provided relating to the Trust’s anti-money
laundering and identity theft responsibilities.
USBFS
agrees to provide to the Trust:
(a) Prompt
written notification of any transaction or combination of transactions that
USBFS believes, based on the Procedures, evidence money laundering or identity
theft activities in connection with the Trust or any shareholder of the
Fund;
(b) Prompt
written notification of any customer(s) that USBFS reasonably believes, based
upon the Procedures, to be engaged in money laundering or identity theft
activities, provided that the Trust agrees not to communicate this information
to the customer;
(c) Any
reports received by USBFS from any government agency or applicable industry
self-regulatory organization pertaining to USBFS’s anti-money laundering
monitoring or the Red Flag Identity Theft Prevention Program on behalf of the
Trust;
(d) Prompt
written notification of any action taken in response to anti-money laundering
violations or identity theft activity as described in (a), (b) or (c);
and
(e) Certified
annual and quarterly reports of its monitoring and customer identification
activities on behalf of the Trust.
The Trust
hereby directs, and USBFS acknowledges, that USBFS shall (i) permit federal
regulators access to such information and records maintained by USBFS and
relating to USBFS’s implementation of the Procedures, on behalf of the Trust, as
they may request, and (ii) permit such federal regulators to inspect USBFS’s
implementation of the Procedures on behalf of the Trust.
2. Except
to the extent amended hereby, the Transfer Agent Agreement, the First Amendment
the Second Amendment shall remain in full force and effect.
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IN WITNESS WHEREOF, the
parties hereto have caused this Third Amendment to be executed by a duly
authorized officer on one or more counterparts as of the date and year first
written above.
| TRUST | U.S. BANCORP FUND SERVICES, LLC |
| By: /s/ Xxxxxxx Xxxxx | By: /s/ Xxxxxxx X. XxXxx |
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Name:
Xxxxxxx
Xxxxx
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Name: Xxxxxxx X. XxXxx |
| Title: President | Title: Executive Vice President |
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