ADDENDUM TO TRANSFER AGENCY AGREEMENT
EX
– 99(h)(3)
ADDENDUM
TO TRANSFER AGENCY AGREEMENT
THIS
ADDENDUM, dated effective as of November 1, 2006, modifies the Transfer Agency
Agreement by and between UMB Fund Services, Inc. (“UMBFS”) and Cheswold Lane
Funds, a Delaware statutory trust (the “Trust”), such Agreement being
hereinafter referred to as the “Agreement.”
WHEREAS,
in its capacity as transfer agent, UMBFS assists the Trust with the operation of
its anti-money laundering program by monitoring certain shareholder activity and
implementing the Trust’s customer identification program (collectively, the
“Monitoring Activities”); and
WHEREAS,
in connection with the Monitoring Activities, UMBFS may encounter shareholder
activity that would require it to file a Suspicious Activity Report (“SAR”) with
the Department of the Treasury’s Financial Crimes Enforcement Network
(“FinCEN”); and
WHEREAS,
FinCEN recently adopted a rule (the “Rule”) under the Bank Secrecy Act (the
“Act”) requiring mutual funds to report suspicious transactions, effective for
any transactions occurring after October 31, 2006 (the “Effective Date”);
and
WHEREAS,
the Trust desires to delegate to UMBFS the day-to-day responsibility for filing
SARs on its behalf based on suspicious transactions observed during the course
of UMBFS’ Monitoring Activities, on and after the Effective Date.
NOW
THEREFORE, the parties agree, and the Agreement is hereby modified, as
follows:
1. The
Trust hereby delegates to UMBFS the authority to report suspicious transactions
encountered during the course of UMBFS’ Monitoring Activities (“Suspicious
Activity”) to FinCEN, on and after the Effective Date. For purposes
of this Addendum, the term Suspicious Activity shall mean and include any
transaction which requires reporting under 31 CFR §103.15(a)(2).
2. When
UMBFS observes any Suspicious Activity, UMBFS shall prepare a draft of a SAR on
Form SAR-SF, and shall send a copy to the Trust’s AML officer for
review. UMBFS shall complete each SAR in accordance with the
procedures set forth in 31 CFR §103.15(a)(3), with the intent to
satisfy the reporting obligation of both UMBFS and the
Trust. Accordingly, the SAR shall include the name of both UMBFS and
the Trust, and shall include the words, “joint filing” in the narrative
section.
3. The
Trust’s AML officer shall review the SAR and provide comments, if any, to UMBFS
within a time frame sufficient to permit UMBFS to file the SAR in accordance
with the deadline set forth in 31 CFR §103.15(b)(3). Upon receipt of
final approval, UMBFS shall file the SAR in accordance with the procedures set
forth in 31 CFR §103.15(b).
4. UMBFS
shall provide to the Trust a copy of each SAR filed, together with supporting
documentation. In addition, UMBFS shall maintain a copy of the same
for a period of five (5) years from the date of the SAR filing.
5. Nothing
in this Addendum shall prevent either party from making a determination that
such party has an obligation under the Act to file a SAR relating to any
Suspicious Activity, and from making such filing independent of the other party
hereto.
6. Fees
and expenses for SAR filing services to be provided by UMBFS hereunder are
already set forth in the Agreement.
7. 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.
(the
“Trust”)
By: /s/ Xxxxxxx Xxxxx
Scharpf______
Authorized
Officer
UMB FUND
SERVICES, INC.
(“UMBFS”)
By: /s/ Xxxxxxx
Quill______________
Authorized
Officer
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