AMENDED AND RESTATED ADDENDUM TO TRANSFER AGENT AGREEMENT
AMENDED
AND RESTATED ADDENDUM TO
THIS
AMENDED AND RESTATED ADDENDUM dated as of September 11, 2006, amends the
Addendum dated July 24, 2002 to the Transfer Agent Agreement dated February
13,
1997 (the "Agreement") by and between U.S. Bancorp Fund Services, LLC (the
"Transfer Agent") and Xxxxxx Series Trust on behalf of its series (the "Trust")
and Xxxxxx Securities, LLC, the Trust's affiliated co-distributor
("Distributor", and together with the Trust, "Xxxxxx").
WHEREAS,
the Transfer Agent and Xxxxxx each recognize its independent responsibility
to
comply with, as applicable: (i) federal, state and non-U.S. anti-money
laundering laws and regulations, including the Bank Secrecy Act, as amended
by
the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and the rules and regulations
of the U.S. Department of the Treasury (the "Treasury"), the federal functional
regulators and state regulatory authorities; (ii) the rules of any relevant
self-regulatory organization (“SRO”); (iii) federal, state and non-U.S. criminal
statutes relating to money laundering; and (iv) the
federal
statutes, regulations, Executive Orders and other programs administered by
the
Office of Foreign Assets Control (“OFAC”) of the Treasury (the “OFAC Sanctions
Programs”) (collectively,
the “Applicable AML/OFAC Laws and Regulations”);
WHEREAS,
in furtherance of the Transfer Agent's desire to assist Xxxxxx in fulfilling
its
compliance responsibilities as required by the Applicable AML/OFAC Laws and
Regulations, the Transfer Agent has provided Xxxxxx, for its consideration
and
approval, written procedures describing various tools designed to: (i) promote
the detection and reporting of potential money laundering activity by monitoring
certain aspects of customer activity including procedures for verifying a
customer's identity and the detection and reporting of suspicious activity,
among other safeguards; and (ii) preclude relationships with customers named
on
any list published by OFAC or that are subject to other restrictions or any
other relevant government lists of known or suspected terrorists or terrorist
organizations, including but not limited to any list of known or suspected
terrorists or terrorist organizations designated by the Treasury contained
in
the Transfer Agent's procedures listed on Exhibit A attached hereto, as the
same
may be amended from time to time (the "Procedures");
WHEREAS,
the Procedures are applicable to Xxxxxx, broker-dealers unaffiliated with Xxxxxx
and customers who purchase Trust shares directly from the Transfer Agent
independent of a broker-dealer, whereby, in each circumstance, an investment
application is submitted by customers directly to the Transfer Agent;
WHEREAS,
Xxxxxx agrees to implement the Procedures as part of its overall Anti-Money
Laundering Program ("AML Program"), subject to the terms of the PATRIOT Act,
by
delegating the day-to-day operation of the Procedures to the Transfer Agent;
and
WHEREAS,
the Transfer Agent agrees to implement the Procedures on behalf of, and to
assume day-to-day responsibility for, Xxxxxx.
NOW
THEREFORE, the parties agree, and the Agreement is hereby modified, as
follows:
| 1. |
Xxxxxx
has had an opportunity to review, consider and comment upon the Procedures
and has determined that the Procedures, as part of Xxxxxx'x overall
AML
Program, are reasonably designed to prevent Xxxxxx from being used
for
money laundering or terrorist financing activities and to achieve
compliance with the Applicable AML/OFAC Laws and
Regulations.
|
| 2. |
Based
on this determination, and to the extent permitted by the Applicable
AML/OFAC Laws and Regulations, Xxxxxx hereby delegates, instructs
and
directs the Transfer Agent to implement the Procedures on Xxxxxx'x
behalf,
as such Procedures may be amended from time to time, as additional
rules
and regulations are adopted, and as regulatory guidance is provided
relating to the anti-money laundering and OFAC responsibilities of
Xxxxxx
and the Transfer Agent.
|
| 3. |
Pursuant
to Section 326 of the PATRIOT Act and 31 C.F.R. § 103.131 thereunder
(collectively, the "CIP Rules"), for each non-exempt customer for
which
Xxxxxx establishes an account, the Transfer Agent agrees to obtain
sufficient information from Xxxxxx customers in order to reasonably
identify and verify the identity of the customer; make and maintain
a
record of all information obtained relating to identity verification;
determine whether the customer appears on any list of known or suspected
terrorists or terrorist organizations designated by the Treasury;
and
provide each customer with adequate notice that such information
is being
requested to verify the customer's identity (collectively, the "CIP
Requirements").
|
| 4. |
The
Transfer Agent certifies, and shall certify to Xxxxxx annually that:
(i)
the Transfer Agent is regulated by a "federal functional regulator"
as
defined by the CIP Rules; (ii) that the Transfer Agent is subject
to a
rule implementing Section 352 of the PATRIOT Act, 31 C.F.R. § 103.120
thereunder requiring the Transfer Agent to establish and maintain
an AML
Program, which the Transfer Agent has adopted and implemented; (iii)
that
the Transfer Agent has implemented its CIP pursuant to an applicable
rule
implementing Section 326 of the PATRIOT Act, and will perform the
above-specified CIP Requirements with respect to each customer of
Xxxxxx
as required by this Agreement and the CIP
Rules.
|
| 5. |
The
Transfer Agent agrees to provide Xxxxxx: (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 Xxxxxx 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 Xxxxxx agrees not to communicate this information
to the customer(s); (c) any requests or subpoenas 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 Xxxxxx 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 Xxxxxx. The Transfer Agent shall provide such other reports on
the
monitoring and customer identification activities conducted at the
direction of Xxxxxx as may be agreed to from time to time by the
Transfer
Agent and Xxxxxx.
|
-2-
| 6. |
Xxxxxx
hereby directs, and the Transfer Agent acknowledges, that the Transfer
Agent shall: (a) permit federal regulators access to such information
and
records maintained by Xxxxxx and relating to the Transfer Agent's
implementation of the Procedures on behalf of Xxxxxx, as they may
request;
and (b) permit such federal regulators to inspect the Transfer Agent's
implementation of the Procedures on behalf of Xxxxxx.
|
| 7. |
Fees
and expenses (other than those already set forth in the Agreement)
for
services to be provided by the Transfer Agent hereunder shall be
set forth
in a fee schedule agreed upon by Xxxxxx and the Transfer Agent from
time
to time.
|
| 8. |
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, except that on and
after
the date hereof all references in the Agreement and the Addendum
to "this
Agreement", "hereto", "hereof", "hereunder" or words of like import
referring to the Agreement or the Addendum shall mean the Agreement
and
the Addendum as amended by this Amended and Restated Addendum.
|
IN
WITNESS HEREOF, the undersigned have executed this Addendum as of the date
and
year first above written.
|
Xxxxxx
Series Trust, on behalf of its series
and
Xxxxxx Securities, LLC
By: __________________________________
Authorized
Officer
|
|
|
U.S.
Bancorp Fund Services, LLC
By: __________________________________
Authorized
Officer
|
-3-
Effective
September 11, 2006
EXHIBIT
A
AMENDED
AND RESTATED ADDENDUM TO
1. U.
S.
Bancorp Anti-Money Laundering Program Revised May 15, 2006.
2. U.
S.
Bancorp Fund Services, LLC Addendum to the Private Client, Trust and Asset
Management Common Trust Bank Secrecy Act, Anti-Money Laundering and Customer
Due
Diligence Policies.
-4-
