TRANSFER AGENCY SERVICE AGREEMENT
EX-99(h)(2)
TRANSFER AGENCY SERVICE AGREEMENT
between
and
GEMINI FUND SERVICES, LLC
INDEX
2. DUTIES OF GFS
3. RECORDKEEPING
4. ISSUANCE AND TRANSFER OF SHARES
5. SHARE PURCHASES; ELIGIBILITY TO RECEIVE DISTRIBUTIONS
9
6. FEES AND EXPENSES
7. REPRESENTATIONS AND WARRANTIES
10
8. STANDARD OF CARE, INDEMNIFICATION AND RELIANCE
9 CONFIDENTIALITY
13
10. PROPRIETARY INFORMATION
14
11. EFFECTIVENESS, DURATION, AND TERMINATION
12. ADDITIONAL FUNDS AND CLASSES.
13. ASSIGNMENT
14. LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY
14. TAXES
15. MISCELLANEOUS
SCHEDULE A
19
SERVICE FEES
19
TRANSACTION FEES
19
ADDITIONAL SERVICE CHARGES
20
24 HOUR AUTOMATED VOICE RESPONSE
20
INTERNET ACCESS
20
XXX PLAN FEES
20
FEE INCREASES
20
OUT-OF-POCKET EXPENSES
SCHEDULE B
SCHEDULE C
TRANSFER AGENCY SERVICE AGREEMENT
AGREEMENT made this 3rd day of January, 2001, and revised February 3, 2004, by and between The North Country Funds, a Massachusetts business trust, having its principal office and place of business at 000 Xxxx Xxxxxx, Xxxxx Xxxxx, XX 00000 (the “Trust”), and Gemini Fund Services, LLC, (formerly, “American Data Services, Inc.”), a New York corporation having its principal office and place of business at the Hauppauge Corporate Center, 000 Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxx Xxxx 00000 (“GFS”).
1.
APPOINTMENT; DELIVERY OF DOCUMENTS
(a)
(b)
Document Delivery. The Trust has delivered to GFS copies of:
(i)
the Trust’s Declaration of Trust, Trust Instrument and By-laws (collectively, as amended from time to time, “Organic Documents”);
(ii)
the Trust’s Registration Statement and all amendments thereto filed with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Investment Company Act of 1940, as amended (the “1940 Act”)(the “Registration Statement”);
(iii)
the current Prospectus and Statement of Additional Information of each Fund (collectively, as currently in effect and as amended or supplemented, the “Prospectus”);
(iv)
each current plan of distribution or similar document adopted by the Trust under Rule 12b-1 under the 1940 Act (“Plan”) and each current shareholder service plan or similar document adopted by the Trust (“Service Plan”); and
(v)
2.
DUTIES OF GFS
(a)
Transfer Agency Services. In accordance with procedures established from time to time by agreement between the Trust on behalf of each of the Funds, as applicable, and GFS, GFS will perform the following services:
(i)
provide the services of a transfer agent, dividend disbursing agent and, as relevant, agent in connection with accumulation, open-account or similar plans (including without limitation any periodic investment plan or periodic withdrawal program) that are customary for open-end management investment companies including:
(A)
maintaining all Shareholder accounts;
(B)
preparing Shareholder meeting lists;
(C)
mailing Shareholder reports and prospectuses to current Shareholders;
(D)
withholding taxes on U.S. resident and non-resident alien accounts;
(E)
preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required by federal authorities with respect to distributions for Shareholders;
(F)
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; and
(G)
providing account information in response to inquiries from Shareholders.
(i)
Receive for acceptance, orders for the purchase of Shares, and promptly deliver payment and appropriate documentation therefore to the Custodian of the Fund authorized by the Board of Directors of the Fund (the “Custodian”); or, in the case of a Fund’s operating in a master-feeder or fund of funds structure, to the transfer agent or interest-holder recordkeeper for the master portfolios in which the Fund invests;
(ii)
pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the appropriate Shareholder account;
(iii)
receive for acceptance redemption requests and deliver the appropriate documentation therefor to the Custodian or, in the case of Fund’s operating in a master-feeder or fund of funds structure, to the transfer agent or interest-holder recordkeeper for the master portfolios in which the Fund invests;
(iv)
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;
(v)
effect transfers of Shares upon receipt of appropriate instructions from Shareholders;
(vi)
prepare and transmit to Shareholders (or credit the appropriate Shareholder accounts) payments for all distributions declared by the Trust with respect to Shares;
(vii)
issue share certificates and replacement share certificates for those share certificates alleged to have been lost, stolen, or destroyed upon receipt by GFS of indemnification satisfactory to GFS and protecting GFS and the Trust and, at the option of GFS, issue replacement certificates in place of mutilated share certificates upon presentation thereof without requiring indemnification;
(viii)
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 prepare and transmit payments to underwriters, selected dealers and others for commissions and service fees received;
(ix)
track shareholder accounts by financial intermediary source and otherwise as requested by the Trust and provide periodic reporting to the Trust or its administrator or other agent;
(x)
maintain records of account for and provide reports and statements to the Trust and Shareholders as to the foregoing;
(xi)
Record the issuance of shares of the Fund and maintain pursuant to SEC Rule 17Ad-10(e) a record of the total number of shares of the Fund which are authorized, based upon data provided to it by the Fund, and issued and outstanding;
(xii)
provide a system which will enable the Trust to calculate the total number of Shares of each Fund and Class thereof sold in each State.
(a)
Other Services. GFS shall provide the following additional services on behalf of the Trust and such other services agreed to in writing by the Trust and GFS:
(i)
monitor and make appropriate filings with respect to the escheatment laws of the various states and territories of the United States.
(a)
Blue Sky Matters. The Trust or its administrator or other agent:
(i)
shall identify to GFS 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 (collectively “States”); and
(ii)
shall monitor the sales activity with respect to Shareholders domiciled or resident in each State.
(a)
(b)
(c)
Responsibility for Compliance with Law.
(i)
(ii)
(a)
New Procedures. New procedures as to who shall provide certain of these services in Section 2 may be established in writing from time to time by agreement between the Trust and GFS. GFS may at times perform only a portion of these services and the Trust or its agent may perform these services on the Trust’s behalf.
(b)
3.
RECORDKEEPING
(a)
Predecessor Records. Prior to the commencement of GFS’s responsibilities under this Agreement, if applicable, the Trust shall deliver or cause to be delivered over to GFS:
(i)
an accurate list of Shareholders of the Trust, showing each Shareholder’s address of record, number of Shares owned and whether such Shares are represented by outstanding share certificates; and
(ii)
all Shareholder records, files, and other materials necessary or appropriate for proper performance of the functions assumed by GFS under this Agreement (collectively referred to as the “Materials”). The Trust shall on behalf of each applicable Fund or Class indemnify and hold GFS harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to any error, omission, inaccuracy or other deficiency of the Materials, or out of the failure of the Trust to provide any portion of the Materials or to provide any information in the Trust’s possession or control reasonably needed by GFS to perform the services described in this Agreement.
(a)
Recordkeeping. GFS shall keep records relating to the services to be performed under this Agreement, in the form and manner as it may deem advisable and as required by applicable law. To the extent required by Section 31 of the 1940 Act, and the rules thereunder, GFS agrees that all such records prepared or maintained by GFS relating to the services to be performed by GFS under this Agreement are the property of the Trust and will be preserved, maintained and made available in accordance with Section 31 of the 1940 Act and the rules thereunder, and will be surrendered promptly to the Trust on and in accordance with the Trust’s request. The Trust and the Trust’s authorized representatives shall have access to GFS’s records relating to the services to be performed under this Agreement at all times during GFS’s normal business hours. Upon the reasonable request of the Trust, copies of any such records shall be provided promptly by GFS to the Trust or its authorized representatives. GFS shall maintain the following shareholder account information:
(i)
name, address and United States Tax Identification or Social Security number;
(ii)
number of Shares held and number of Shares for which certificates, if any, have been issued, including certificate numbers and denominations;
(iii)
historical information regarding the account of each Shareholder, including dividends and distributions paid and the date and price for all transactions on a Shareholder’s account;
(iv)
any stop or restraining order placed against a Shareholder’s account;
(v)
any correspondence relating to the current maintenance of a Shareholder’s account;
(vi)
information with respect to withholdings;
(vii)
any information required in order for GFS to perform any calculations by this Agreement; and
(viii)
certain records related to anti-money laundering pursuant to the Trust’s Anti-Money Laundering Policies and Procedures set forth in Schedule C.
(a)
(b)
4.
ISSUANCE AND TRANSFER OF SHARES
(a)
Issuance of Shares. GFS shall make original issues of Shares of each Fund and Class thereof in accordance with the Trust’s then current prospectus only upon receipt of:
(i)
instructions requesting the issuance;
(ii)
a certified copy of a resolution of the Board authorizing the issuance;
(iii)
necessary funds for the payment of any original issue tax applicable to such Shares; and
(iv)
(a)
Transfer of Shares. Transfers of Shares of each Fund and Class thereof shall be registered on the Shareholder records maintained by GFS. In registering transfers of Shares, GFS may rely upon the Uniform Commercial Code as in effect in the State of New York or any other statutes that, in the opinion of GFS’s counsel, protect GFS and the Trust 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)
5.
SHARE PURCHASES; ELIGIBILITY TO RECEIVE DISTRIBUTIONS
(a)
Purchase Orders. Shares shall be issued in accordance with the terms of a Fund’s or Class’ prospectus after GFS or its agent receives either:
(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.
(a)
(b)
Determination of Federal Funds. 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 Class or Fund:
(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 second Fund Business Day following receipt of the check; and
(iii)
6.
FEES AND EXPENSES
(a)
(b)
7.
REPRESENTATIONS AND WARRANTIES
(a)
Representations of GFS. GFS represents and warrants to the Trust that:
(i)
it is a corporation duly organized and existing and in good standing under the laws of the State of New York;
(ii)
it is duly qualified to carry on its business in the State of New York;
(iii)
it is empowered under applicable laws and by its Article of Incorporation and Bylaws to enter into this Agreement and perform its duties under this Agreement;
(iv)
it has access to the necessary facilities, equipment, and personnel to perform its duties and obligations under this Agreement; and
(v)
it is registered as a transfer agent under Section 17A of the Securities Exchange Act of 1934 and shall continue to be registered throughout the remainder of this Agreement.
(a)
Representations of the Trust. The Trust represents and warrants to GFS that:
(i)
it is a Trust duly organized and existing and in good standing under the laws of the State of Massachusetts;
(ii)
it is empowered under applicable laws and by its Organic Documents to enter into and perform this Agreement;
(iii)
all proceedings required by said Organic Documents have been taken to authorize it to enter into and perform this Agreement;
(iv)
it is an open-end management investment company registered under the Investment Company Act of 1940; and
(v)
8.
STANDARD OF CARE, INDEMNIFICATION AND RELIANCE
(a)
Indemnification of GFS. GFS shall not be responsible for, and the Trust shall on behalf of each applicable Fund or Class thereof indemnify and hold GFS harmless from and against, any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising out of or attributable to:
(i)
all actions of GFS or its agents or subcontractors required to be taken pursuant to this Agreement, provided that such actions are taken in good faith and without negligence or willful misconduct; the Trust’s lack of good faith or the Trust’s negligence or willful misconduct;
(ii)
the reliance on or use by GFS or its agents or subcontractors of information, records or documents which (i) are received by GFS or its agents or subcontractors and furnished to it by or on behalf of a Fund, and (ii) have been prepared or maintained by the Trust or any other person or firm on behalf of the Trust, including but not limited to any previous transfer agent or registrar;
(iii)
the reasonable reliance on, or the carrying out by GFS or its agents or subcontractors of, any instructions or requests of the Trust on behalf of the applicable Fund;
(iv)
a Fund’s refusal or failure to comply with the terms of this Agreement, or which arise out of a Fund’s lack good faith, negligence or willful misconduct or which arise out of the breach of any representation or warranty of the Fund hereunder; and
(v)
the offer or sale of Shares in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any State that such Shares be registered in such State or in violation of any stop order or other determination or ruling by any federal agency or any State with respect to the offer or sale of such Shares in such State.
The Trust shall not be required to indemnify any GFS Indemnitee if, prior to confessing any Claim against the GFS Indemnitee, GFS or the GFS Indemnitee does not give the Trust written notice of and reasonable opportunity to defend against the claim in its own name or in the name of the GFS Indemnitee.
(a)
(b)
Reliance. At any time GFS may apply to any officer of the Trust for instructions, and may consult with legal counsel to the Trust or to GFS with respect to any matter arising in connection with the services to be performed by GFS under this Agreement, and GFS and its agents or subcontractors shall not be liable and shall be indemnified by the Trust on behalf of the applicable Fund for any action taken or omitted by it in reasonable reliance upon such instructions or upon the advice of such counsel. GFS, its agents and subcontractors shall be protected and indemnified in acting upon:
(i)
any paper or document furnished by or on behalf of the Trust, reasonably believed by GFS to be genuine and to have been signed by the proper person or persons;
(ii)
any instruction, information, data, records or documents provided GFS or its agents or subcontractors by machine readable input, telex, CRT data entry or other similar means authorized by the Trust; and
(iii)
any authorization, instruction, approval, item or set of data, or information of any kind transmitted to GFS in person or by telephone, vocal telegram or other electronic means, reasonably believed by GFS to be genuine and to have been given by the proper person or persons. GFS shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Trust. GFS, its agents and subcontractors shall also be protected and indemnified in recognizing share certificates which are reasonably believed to bear the proper manual or facsimile signatures of the officers of the Trust, and the proper countersignature of any former transfer agent or former registrar or of a co-transfer agent or co-registrar of the Trust.
(a)
Reliance on Electronic Instructions. If the Trust has the ability to originate electronic instructions to GFS in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information, then in such event GFS shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by GFS from time to time.
(b)
(c)
9.
CONFIDENTIALITY
GFS and the Trust agree that all books, records, information, and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except that GFS may:
(a) prepare or assist in the preparation of periodic reports to shareholders and regulatory bodies such as the SEC; and
10.
PROPRIETARY INFORMATION
(a)
(b)
EFFECTIVENESS, DURATION, AND TERMINATION
(a)
Effective Date. This Agreement shall become effective on the date first above written.
(b)
(a)
(b)
(c)
Survival of Certain Obligations. The obligations of Sections 3, 6, 9 and 10 shall survive any termination of this Agreement
(d)
12.
ADDITIONAL FUNDS AND CLASSES
13.
ASSIGNMENT
14.
LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY
15.
TAXES
16.
MISCELLANEOUS
(a)
(b)
Choice of Law. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York.
(c)
(d)
(e)
(f)
(g)
Notices. All notices and other communications hereunder shall be in writing, shall be deemed to have been given when received or when sent by telex or facsimile, and shall be given to the following addresses (or such other addresses as to which notice is given):
To the Trust: | To GFS: |
Xxxxxxx X. Xxxxxx | Xxxxx X. Xxxxxx |
President | President |
000 Xxxxx Xxxxxxx | 000 Xxxxx Xxxxxxx, Xxxxx 000 |
Xxxxxxxxx, XX 00000 | Xxxxxxxxx, XX 00000 |
(h)
(i)
(j)
(k)
(l)
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized persons, as of the day and year first above written.
GEMINI FUND SERVICES, LLC
By:
By:
Xxxxxxx X. Xxxxxx, President
Xxxxx X. Xxxxxx, President
TRANSFER AGENCY
SERVICES AGREEMENT
Schedule A
Fee and Charges
(a)
SERVICE FEES:
The Greater of:
(1)
Minimum maintenance charge per portfolio/class - $1,250.00/month (No prorating partial months), plus transaction charges;
OR,
(2) Based upon the total of all open/closed accounts (1) in the portfolio/class upon the following annual rates (billed monthly), plus transaction charges:
OPEN ACCOUNTS:
Type of portfolio/class
Annual/semi annual dividend……………….$10.00 per account
Monthly dividends…………………………..$13.00 per account
Daily distribution……………………………$16.00 per account
CLOSED ACCOUNTS:……………………………
$ 2.00 per account(2)
(1)
All accounts closed during a month will be considered as open accounts for billing purposes in the month the account is closed.
(2)
TRANSACTION FEES:
Trade Entry (purchase/liquidation)…………………………….$1.50 each
New account set-up………………………………………….$3.00 each
Customer service calls…………………………………………$3.00 each
Correspondence/information requests…………………………$1.75 each
Liquidations paid by wire transfer……………………………..$3.00 each
Check preparation…………………………………………...$0.50 each
ACH charge…………………………………………………$0.45 each
SWP…………………………………………………………$1.25 each
ADDITIONAL SERVICE CHARGES:
Fund/SERV:
All portfolios processed through Fund/SERV will be subject to an additional monthly charge of $250.00.
All transactions processed through Fund/SERV will be billed at transaction fee rates listed above.
24 HOUR AUTOMATED VOICE RESPONSE:
Initial one-time setup charge per portfolio: $750.00
INTERNET ACCESS:
(b) XXX PLAN FEES:
The following fees will be charged directly to the shareholder account:
Per Account
Charge
Annual maintenance fee…………………………….
$15.00 (1)
Incoming transfer from prior custodian……………. $12.00
Distribution to a participant…………………………$15.00
Refund of excess contribution………………………$15.00
Transfer to successor custodian……………………..$15.00
Automatic periodic distributions……………………
$15.00/year per account
(1)
Includes Custodian Fee.
(c) FEE INCREASES:
On each annual anniversary date of this Agreement, the fees enumerated above (excluding Transaction Fees and XXX Plan Fees) will be increased by the change in the Consumer Price Index (CPI) for New York and North Eastern New Jersey for the preceding twelve month period.
(d) EXPENSES:
The Trust shall reimburse GFS for any out-of-pocket expenses, exclusive of salaries, advanced by GFS in connection with the performance of its duties to include the printing of confirmation forms and statements, proxy expenses, travel requested by the Trust, supplies, record storage, postage (plus a $0.085 service charge for all mailings) and courier charges, telephone toll charges, and 800 line costs.
GEMINI FUND SERVICES,LLC
By:
By:
Xxxxxxx X. Xxxxxx, President
Xxxxx X. Xxxxxx, President
Date: _________________________ Date:__________________________
TRANSFER AGENCY SERVICE AGREEMENT
Schedule B
Funds and Classes to be Serviced under this Agreement
The North Country Equity Growth Fund
The North Country Intermediate Bond Fund
GEMINI FUND SERVICES, LLC
By:
By:
Xxxxxxx X. Xxxxxx, President
Xxxxx X. Xxxxxx, President
Date: _________________________ Date:__________________________
TRANSFER AGENCY SERVICE AGREEMENT
Schedule C
ANTI-MONEY LAUNDERING POLICIES AND PROCEDURES
Gemini Fund Services, LLC (“GFS”) will provide the following services, which are described more fully in the Trust’s Anti-Money Laundering Program, as adopted on July 22, 2003 and the GFS Anti-Money Laundering Policy as adopted on April 18, 2002 .. Compensation for such services is provided for on Schedule A to the attached Transfer Agency Service Agreement between the Trust and GFS.
CUSTOMER IDENTIFICATION PROGRAM
Because of the process of purchasing and redeeming shares of the Trust, as described above, the Trust must rely on the customer identification procedures established by GFS. The Trust delegates to GFS the implementation and operation of its CIP, designed to identify and verify persons seeking to open an account with the Trust, to the extent reasonable and practicable. GFS will maintain records of the information used to verify the person’s identity and determine whether the person appears on any lists of known or suspected terrorist or terrorist organizations provided to the Trust by any government agency. Duties include:
1.
Prior to opening a customer account or granting customers authority to effect transactions with respect to an account, GFS shall obtain and record, on behalf of the Trust, the following identifying information about each customer, at a minimum including:
a.
Name;
b.
Date of birth, for a natural person;
c.
Addresses, including:
i.
residence or business street address or an Army Post Office or Fleet Post Office box number or residential or business street address of next of kin or other contact individual; or
ii.
principal place of business local office or other physical location, for a person other than a natural person; and
d.
Identification numbers:
i.
A taxpayer identification number from each customer that is a US person; or
ii.
A taxpayer identification number, passport number and country of issuance, alien identification card number, or number and country of issuance of any other government-issued document evidencing nationality or residence and bearing a photograph or similar safeguard from each customer that is not a US person, except that the customer can provide this information within a reasonable period of time after the account is established provided that the customer has applied for and can provide a copy of such application for the employer identification number prior to such time.
2.
GFS must verify all the above stated forms of customer identification within a reasonable time after the account is opened. Verification can occur through:
a.
Documentation including:
i.
Unexpired government-issued identification, such as a driver’s license or passport for individuals; and
ii.
Documents showing the existence of an entity, such as certified articles of incorporation, a government-issued business license, a partnership agreement, or trust instrument for a person that is not an individual.
b.
When documentary verification fails for reasons including but not limited to, GFS not being familiar with the documents presented, no documentation is obtained by GFS, or the customer does not open the account in person, GFS may then verify customer identity via non-documentary methods including:
i.
Directly contacting the customer;
ii.
Independent verification of the customer’s identity through comparison of information provided by customer with information obtained from a consumer reporting agency, public database, or other source;
iii.
Checking references with other financial institutions; and
iv.
Obtaining a financial statement.
c.
When GFS cannot verify the identity of a customer, who is not an individual, by documentary or non-documentary methods stated above, GFS shall obtain information about individuals with authority or control over such account, such as persons authorized to effect transactions in the Shareholder or record’s account.
3.
GFS must maintain records of all information obtained from customers to verify their identity, including at a minimum:
a.
All customer identification documentations obtained under paragraph 1(a). Such information must be retained by GFS for five (5) years after the date the account is closed;
b.
A description of any documentary method used to verify identification, as set out in paragraph above. GFS must note the type of documents, any identification number in the document, place of issuance and date of issuance. Such information must be retained by GFS for five (5) years after the record is made;
c.
A description of the non-documentary methods, as set out in paragraph b(ii) above, and results of the measures GFS took to verify the identity of the customer. Such information must be retained by GFS for five (5) years after the record is made; and
d.
A description of how GFS resolved any substantive discrepancy it discovered when verifying the customer identification information it received. Such information must be retained by GFS for five (5) years after the record is made.
4.
Within a reasonable time after GFS opens a customer account, and preferably prior to opening the account, GFS must make a determination as to whether the customer appears on any list of known or suspected terrorists or terrorist organizations as issued by any federal government agency and designated as such by the Department of the Treasury. GFS should make the determination by cross-checking customer names with such lists.
5.
The Trust must post a notice on its website and its account applications in an effort to give customers notice, prior to opening the account, that GFS, for the Trust, is requesting information to verify the customer’s identity. The notice must generally describe the identification requirements.
Transaction Monitoring Procedures
VERIFICATIONS
EMPLOYEE TRAINING
The Trust does not have employees. Pursuant to this AML Program, the Trust will rely on the anti-money laundering training programs implemented by the Adviser and GFS. Each employee of GFS that has been identified by the AML Compliance Officer as having responsibility under the AML Program will receive initial training on the AML Program. Periodic ongoing training will occur at the direction of the AML Compliance Officer. The AML Compliance Officer will maintain the schedule of training and records of those in attendance.
INDEPENDENT AUDIT
The Trust will undertake to conduct an audit to determine the efficacy of the AML Program. For this purpose, the Trust may engage internal management personnel (excluding the AML Compliance Officer), the Trust’s outside public auditors or legal counsel, or another consultant. Such audits will occur at least once every two years, but may occur more often. The AML Compliance Officer will present to the Board a summary of the results of each audit.
At a minimum, the audit should: (i) test internal procedures for compliance with applicable AML Rules; (ii) review records of any suspected money laundering activity that may have been detected or reported; (iii) determine whether or not more frequent audits are necessary based upon the frequency and significance of reported suspicious activities; and (iv) provide a written summary of findings and recommendations.
Recordkeeping
The AML Compliance Officer will ensure that they and/or GFS maintain copies of the AML Program and data relating to any suspected money-laundering activity, including any reports filed with regulatory authorities. All records must be maintained for at least five (5) years and in compliance with the requirements of applicable anti-money laundering laws and regulations.
JOINT INVESTIGATIONS
The Trust will cooperate with other financial institutions to investigate suspicious or criminal activity to the extent permitted by law.
THE NORTH COUNTRY FUNDS
GEMINI FUND SERVICES, LLC
By:
By:
Xxxxxxx X. Xxxxxx, President
Xxxxx X. Xxxxxx, President
Date: _________________________ Date:__________________________