ADDENDUM TO TRANSFER AGENT AGREEMENT
THIS ADDENDUM, dated as of December 18, 2002, modifies the Transfer Agent
Agreement by and between Cadre Financial Services, Inc. (the "Transfer Agent")
and the Cadre Institutional Investors Trust (the "Trust"), such Agreement being
hereinafter referred to as the "Agreement."
WHEREAS, Section 352 of the USA Patriot Act (the "Act") and the Interim Final
Rule (Section 103.130) adopted by the Department of the Treasury's Financial
Crimes Enforcement Network (the "Rule") require the Trust to develop and
implement an anti-money laundering program and monitor the operation of the
program and assess the effectiveness; and
WHEREAS, in order to assist its transfer agent clients with their anti-money
laundering compliance responsibilities under the Act and the Rule, the Transfer
Agent has provided to the Trust for their consideration and approval written
procedures describing various tools 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 (the "Procedures"); and
WHEREAS, the Trust's desire to implement the Procedures as part of their overall
anti-money laundering program and, subject to the terms of the Act and the Rule,
delegate to the Transfer Agent the day-to-day operation of the Procedures on
behalf of the Trust.
NOW THEREFORE, the parties agree, and the Agreement is hereby modified, as
follows:
1. The Trust acknowledges that they have had an opportunity to review,
consider and comment upon the Procedures provided by the Transfer Agent
and the Trust has determined that the Procedures, as part of the Trust's
overall anti-money laundering program, are reasonably designed to prevent
the Trust from being used for money laundering or the financing of
terrorist activities and to achieve compliance with the applicable
provision of the Bank Secrecy Act and the implementing regulations
thereunder.
2. Based on this determination, the Trust hereby instructs and directs the
Transfer Agent to implement the Procedures on the Trust's behalf, as such
may be amended or revised from time to time.
3. 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
responsibilities.
4. The Transfer Agent agrees to provide to the Trust (a) prompt written
notification of any transaction or combination of transactions that the
Transfer Agent believes, based on the Procedures, evidence money
laundering activity in connection with the Trust or any shareholder of the
Trust, (b) prompt written notification of any customer(s) that the
Transfer Agent reasonably believes, based upon the Procedures, to be
engaged in money laundering activity, provided that the Trust agrees not
to communicate this information to the customer, (c) any reports received
by the Transfer Agent from any government agency or applicable industry
self-regulatory organization pertaining to the Transfer Agent's anti-money
laundering monitoring on behalf of the Trust as provided in this Addendum,
(d) prompt written notification of any action taken in response to
anti-money laundering violations as described in (a), (b) or (c), and (e)
an annual report of its monitoring and customer identification activities
on behalf of the Trust. The Transfer Agent shall provide such other
reports on the monitoring and customer identification activities conducted
at the direction of the Trust as may be agreed to from time to time by the
Transfer Agent and the Trust.
5. The Trust hereby directs, and the Transfer Agent acknowledges, that the
Transfer Agent shall (a) permit federal regulators access to such
information and records maintained by the Transfer Agent and relating to
the Transfer Agent's implementation of the Procedures on behalf of the
Trust, as they may request, and (b) permit such federal regulators to
inspect the Transfer Agent's implementation of the Procedures on behalf of
the Trust.
6. This Addendum constitutes the written instructions of the Trust pursuant
to the terms of the Agreement. Except to the extent supplemented hereby,
the Agreement shall remain in full force and effect.
IN WITNESS HEREOF, the undersigned have executed this Addendum as of the date
and year first above written.
Cadre Institutional Investors Trust
By:
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Xxxxxxx X. Xxxxxxxx
Chairman
Cadre Financial Services, Inc.
By:
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Xxxxx X. Xxxxx
Chairman, CEO & President
