APPENDIX C -- TRANSFER AGENCY SERVICES
Pursuant to Section 2.1 of the Services Agreement (the "AGREEMENT") by and
between Wintergreen Fund, Inc. (the "CLIENT") and Citigroup Fund Services, LLC
("CITIGROUP"), Citigroup agrees to provide the services described below with
respect to the Client and each Fund and Class of the Client (in each case as
such terns are defined in the Agreement), subject to the terms and conditions of
the Agreement and this Appendix A. Capitalized terms used but not defined in
this Appendix A shall have the meanings assigned thereto in the Agreement.
1 GENERAL.
Transfer agent, dividend disbursing agent services and, as relevant, services in
connection with accumulation, open-account or similar plans (including without
limitation any periodic investment plan or periodic withdrawal program) that in
each case are customary for open-end, management investment companies,
including:
(a) Maintaining all Shareholder accounts;
(b) Preparing Shareholder meeting lists;
(c) Mailing proxies and related materials to Shareholders;
(d) Mailing Shareholder reports and prospectuses to current Shareholders;
(e) Withholding taxes on U.S. resident and non-resident alien accounts;
(f) Preparing and filing U.S. Treasury Department Forms 945, 1042, 1099 and
5498 with respect to distributions for Shareholders;
(g) Preparing and mailing confirmation forms and statements of account to
Shareholders for all purchases and redemptions of Shares and other
confirmable transactions in Shareholder accounts;
(h) Preparing and mailing activity statements for Shareholders;
(i) Overseeing inquiries, trading and accounting opening via the Internet;
(j) Complying with Fund privacy policies;
(k) Shareholder telephone, Internet, voice response unit and
corresponsdence servicing;
(l) XXX account processing and servicing; and
(m) Providing Shareholder account information .
2.1 PURCHASE, REDEMPTION AND TRANSFER OF SHARES
(a) Receive for acceptance orders for the purchase of Shares and promptly
deliver payment therefor to the custodian;
(b) Pursuant to purchase orders, issue the appropriate number of Shares and
hold such Shares in the appropriate Shareholder account;
(c) Receive for acceptance redemption requests;
C-1 (Transfer Agency)
(d) As and when it receives monies paid to it by the Custodian with respect
to any redemption, pay the redemption proceeds as required by the
Prospectus pursuant to which the redeemed Shares were offered and as
instructed by the redeeming Shareholders; and
(e) Effect transfers of Shares upon receipt of appropriate instructions
from Shareholders.
2.2 NOTES AND CONDITIONS TO PURCHASE, REDEMPTION AND TRANSFER OF SHARES:
(a) Processing requests to purchase, redeem and transfer shares shall be
subject to Citigroup' anti-money-laundering ("AML") program. (SEE Section 4
below.)
(b) Citigroup may require any or all of the following in connection with
the original issue of Shares: (i) Instructions requesting the issuance,
(ii) evidence that the Client's Governing Body has authorized the issuance,
(iii) any required funds for the payment of any original issue tax
applicable to such Shares, and (iv) an opinion of the counsel to the Client
about the legality and validity of the issuance.
(c) Shares shall be issued in accordance with the terms of a Fund's or
Class' Prospectus after Citigroup or its agent receives either of the
following, in each case in good order and with such additional items or
materials as may be required by the Client's Procedures, Citigroup's
operational procedures and/or Citigroup's AML Program:
(i) (A) an instruction directing investment in a Fund or
Class, (B) a check (other than a third party check) or a wire
or other electronic payment in the amount designated in the
instruction and (C), in the case of an initial purchase, a
completed account application; or
(ii) the information required for purchases pursuant to a
selected dealer agreement, processing organization agreement,
or a similar contract with a financial intermediary.
(d) Shareholder payments shall be considered Federal Funds no later than on
the day indicated below unless other times are noted in the Prospectus of
the applicable Fund or Class:
(i) for a wire received, at the time of the receipt of the
wire;
(ii) for a check drawn on a member bank of the Federal Reserve
System, on the next Fund business day following receipt of the
check; and
(iii) for a check drawn on an institution that is not a member
of the Federal Reserve System, at such time as Citigroup is
credited with Federal Funds with respect to that check.
C-2 (Transfer Agency)
(e) In registering transfers of Shares, Citigroup may rely upon the Uniform
Commercial Code as in effect in the State of Delaware or any other statutes
that, in the opinion of Citigroup's counsel, protect Citigroup and the
Client from liability arising from (i) not requiring complete
documentation, (ii) registering a transfer without an adverse claim
inquiry, (iii) delaying registration for purposes of such inquiry or (iv)
refusing registration whenever an adverse claim requires such refusal.
3. PROCESSING DISTRIBUTIONS
Prepare and, subject to receipt of good funds therefor from the custodian for
the applicable Fund, transmit to Shareholders (or credit the appropriate
Shareholder accounts) payments for all distributions declared by the Client with
respect to Shares of a Fund.
4.1 ANTI-MONEY LAUNDERING ("AML") MATTERS ("AML SERVICES")
The Client delegates to Citigroup the performance of the services set forth
below (the "AML Services") with respect to shareholder accounts maintained by
Citigroup pursuant to the Agreement; and subject to the terms and conditions of
the Agreement, Citigroup accepts this delegation and agrees to perform the AML
Services in accordance with the Client's and Citigroup's AML program.
Notwithstanding this delegation, the Client shall maintain full responsibility
for ensuring that its AML program is and continues to be reasonably designed to
ensure compliance with the applicable AML laws.
(a) Verify shareholder identity upon opening new accounts in accordance
with Section 326 of the USA PATRIOT Act (the "PATRIOT ACT") and any
regulations thereunder, as required under applicable law;
(b) Monitor shareholder transactions and identify and report suspicious
activities that are required to be so identified and reported, in each case
consistent with the AML programs of the Client and Citigroup;
(c) Submit all accounts through the Office of Foreign Asset Control
("OFAC") database and FinCEN's Control List;
(d) Follow the Client's third party check policies; provided, however, that
under no circumstance will Citigroup accept a corporate third party check;
(e) Place holds on transactions in shareholder accounts or freeze assets in
shareholder accounts, as provided in the AML programs of the Client and
Citigroup and in accordance with the Patriot Act and OFAC; and
(f) Maintain policies, procedures and internal controls that are consistent
with the Client's AML program
C-3 (Transfer Agency)
4.2 NOTES AND CONDITIONS TO AML SERVICES
(a) The Client authorizes Citigroup to take such actions in the performance
of the AML Services as Citigroup deems appropriate and consistent with the
Client's AML program and applicable AML Laws.
(i) (b) Citigroup agrees to furnish the Client its written program
concerning anti-money laundering services rendered by Citigroup to its
various clients. Citigroup agrees to notify the Client of any change to its
anti-money laundering program that would materially impact the Client's AML
Program.
5.1 FINANCIAL INTERMEDIARIES
(a) Track Shareholder Accounts by financial intermediary source and
otherwise as reasonably requested by the Client and provide periodic
reporting to the Client;
(b) Receive from Shareholders or debit Shareholder accounts for sales
commissions, including contingent deferred, deferred and other sales
charges, and service fees (i.e., wire redemption charges); and
(c) Prepare and, subject to receipt of good funds, transmit payments to
underwriters, selected dealers and others for commissions and service fees
received.
5.2 NOTES AND CONDITIONS TO FINANCIAL INTERMEDIARIES SERVICES
(a) If the Client fails to settle any trade of Shares (a "SETTLEMENT
FAILURE") transacted over the FundServ network maintained by the National
Securities Clearing Corporation ("NSCC"), the Client shall, prior to one
hour before the next settlement of Shares, (i) notify Citigroup about the
settlement failure and (ii) provide Citigroup with a description of the
specific remedial and prospective actions proposed to be taken by the
Client in order to remedy such settlement failure and avoid any settlement
failures in the future (a "remediation plan"). If (i) the Client fails to
notify Citigroup about a settlement failure on a timely basis and (ii) the
Client fails to deliver the remediation plan on a timely basis, or (iii)
the remediation plan is inadequate (in Citigroup's reasonable opinion),
then, upon written notice to the Client, Citigroup may terminate the
performance of any services rendered to the Client under Section 5.1 of
this Appendix A immediately and without penalty.
(b) If Citigroup is or, in Citigroup's reasonable opinion, Citigroup may be
the subject to any disciplinary action by the NSCC, including, but not
limited to fine or censure, expulsion, suspension, limitation of or
restriction on activities, functions, and operations (collectively, an
"NSCC SANCTION") as a result of the activities of the Client or its
respective agents, then Citigroup may, in its sole discretion, demand, in
writing, that the Client provide Citigroup with adequate assurances
specifying any remedial and prospective actions to be taken in order to
remedy or avoid an NSCC sanction. If the Client does not, within seven (7)
days of such demand provide adequate assurances
C-4 (Transfer Agency)
satisfactory to Citigroup in response to any NSCC sanction, then, upon
written notice to the Client, Citigroup may terminate the performance of
any services rendered to the Client under Section 5.1 of this Appendix A
immediately and without penalty.
(c) Notwithstanding the foregoing, Citigroup may terminate the performance
of any services rendered to the Client under Section 5.1 of this Appendix A
immediately and without penalty upon written notice to the Client if
Citigroup is subject to more than one NSCC sanction by the NSCC during the
term of this Agreement.
6.1 BLUE SKY; ESCHEATMENT
(a) Provide a system that will enable the Trust to calculate the total
number of Shares of each Fund and Class thereof sold in each State; and
(b) Monitor and make appropriate filings with respect to the escheatment
laws of the various states and territories of the United States.
6.2 NOTES AND CONDITIONS TO BLUE SKY SERVICES
The Client shall be responsible for identifying to Citigroup in writing
those transactions and assets to be treated as exempt from reporting for
each state and territory of the United States and for each foreign
jurisdiction.
7.1 SHAREHOLDER VOTES AND PROXY STATEMENTS
(a) Oversee the activities of proxy solicitation firms; and
(b) Receive and tabulate proxy votes, coordinate the tabulation of proxy
and shareholder meeting votes and perform such other additional services as
may be specified from time to time by the Trust, pursuant to mutually
acceptable compensation and implementation agreements.
8.1 RECORDKEEPING AND REPORTING; FACILITIES
(a) Record the issuance of Shares of the Client and maintain pursuant to
Rule 17Ad-10(e) under the Securities Exchange Act of 1934, as amended a
record of the total number of Shares of the Trust, each Fund and each Class
thereof, that are authorized, based upon data provided to it by the Trust,
and are issued and outstanding and provide the Trust on a regular basis a
report of the total number of Shares that are authorized and the total
number of Shares that are issued and outstanding;
(b) Maintain records of account for and provide reports and statements to
the Client and Shareholders about the foregoing; and
(c) Citigroup shall establish and maintain facilities and procedures
reasonably acceptable to the Trust for the safekeeping, control,
preparation and use of share
C-5 (Transfer Agency)
certificates, check forms, and facsimile signature imprinting devices.
Citigroup shall establish and maintain facilities and procedures reasonably
acceptable to the Trust for safekeeping of all records maintained by
Citigroup pursuant to this Agreement.
9.1 SHARE CERTIFICATES (IF APPLICABLE)
Issue (i) share certificates and (ii) replacement share certificates for
those share certificates alleged to have been lost, stolen, or destroyed.
Citigroup may require the Shareholder to indemnify the Client and/or
Citigroup with respect to the issuance of replacement share certificates.
9.2 NOTES AND CONDITIONS TO SHARE CERTIFICATES SERVICES
(a) The Client agrees to furnish to Citigroup a supply of blank share
certificates of each Fund and Class thereof that issues shares and, from
time to time, will renew such supply upon Citigroup's request. Blank share
certificates shall be signed manually or by facsimile signatures of
officers of the Client authorized to sign by the Organic Documents of the
Client and, if required by the Organic Documents or the Client's Governing
Body, shall bear the Client's seal or a facsimile thereof. Unless otherwise
directed by the Client, Citigroup may issue or register Share certificates
reflecting the manual or facsimile signature of an officer who has died,
resigned or been removed by the Client.
(b) New Share certificates shall be issued by Citigroup upon surrender of
outstanding Share certificates in the form deemed by Citigroup to be
properly endorsed for transfer and satisfactory evidence of compliance with
all applicable laws relating to the payment or collection of taxes.
Citigroup shall forward Share certificates in "non-negotiable" form by
first-class or registered mail, or by whatever means Citigroup deems
equally reliable and expeditious. Citigroup shall not mail Share
certificates in "negotiable" form unless requested in writing by the Client
and fully indemnified by the Client to Citigroup's satisfaction.
C-6 (Transfer Agency)
