TRANSFER AGENCY SERVICE AGREEMENT
TRANSFER AGENCY SERVICE AGREEMENT
between
and
SECTION 1. APPOINTMENTAND DELIVERY OF DOCUMENTS.
SECTION 4. ISSUANCE AND TRANSFER OF SHARES.
SECTION 5. SHARE PURCHASES; ELIGIBILITY TO RECEIVE DISTRIBUTIONS.
SECTION 6. STANDARD OF CARE AND INDEMNIFICATION.
SECTION 7. REPRESENTATIONS AND WARRANTIES.
SECTION 9. PROPRIETARY INFORMATION.
SECTION 10. EFFECTIVE DATE, TERM, AND TERMINATION.
SECTION 11. ADDITIONAL FUNDS AND CLASSES.
SECTION 13. LIAISON WITH ACCOUNTANTS
SCHEDULE A - FUNDS TO BE SERVICED
SCHEDULE B – FEES AND EXPENSES
SCHEDULE C – AML CUSTOMER IDENTIFICATION PROGRAM DELEGATION
TRANSFER AGENCY SERVICE AGREEMENT
AGREEMENT made this 19th day of May 2005, as revised on June 22, 2006, by and between the NORTHERN LIGHTS FUND TRUST, a Delaware statutory trust, having its principal office and place of business at 000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxxx, XX 00000 (the “Trust”), and Gemini Fund Services, LLC, a Nebraska limited liability company having its principal office at 000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxxx, XX 00000 (“GFS”).
SECTION 1. APPOINTMENT AND DELIVERY OF DOCUMENTS.
(a) The Trust, on behalf of each Fund listed in Schedule A, hereby appoints GFS as (i) transfer agent for the authorized and issued Shares of the Funds, (ii) dividend disbursing agent, and (iii) agent in connection with any accumulation, open-account or similar plans provided to the registered owners of shares of any of the Funds (“Shareholders”) as set out in the currently effective prospectuses and statements of additional information of the applicable Fund, including, without limitation, any periodic investment plan or periodic withdrawal program. GFS accepts such appointment and agrees to furnish the services herein set forth in return for the compensation as provided in Section 3 of this Agreement.
(b) In connection therewith, the Trust has delivered to GFS copies of:
(i) the Agreement and Trust’s Declaration of Trust and By-laws (collectively, as amended from time to time, “Organizational Documents”);
(ii) the Trust’s Registration Statement on Form N-1A and all amendments thereto filed with the SEC pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the 1940 Act (the “Registration Statement”);
(iii) the Trust’s notification of registration under the 1940 Act on Form N-8A as filed with the SEC;
(iv) the Trust’s current Prospectus and Statement of Additional Information of each Fund (collectively, as currently in effect and as amended or supplemented, the “Prospectus);
(v) procedures adopted by the Trust in accordance with Rule 17a-7 with respect to affiliated transactions.
SECTION 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) preparing and certifying direct Shareholder lists in conjunction with proxy solicitations;
(D) preparing periodic mailing of year-end tax and statement information;
(E) mailing Shareholder reports and prospectuses to current Shareholders;
(F) withholding taxes on U.S. resident and non-resident alien accounts;
(G) preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required by federal authorities with respect to distributions for Shareholders;
(H) 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
(I) providing account information in response to inquiries from Shareholders.
(ii) receiving for acceptance, orders for the purchase of Shares, and promptly delivering payment and appropriate documentation therefore to the Custodian of the Fund authorized by the Board of the Fund (the “Custodian”); or, in the case of a Fund operating in a master-feeder or fund of funds structure, to the transfer agent or interest-holder record keeper for the master portfolios in which the Fund invests;
(iii) pursuant to purchase orders, issuing the appropriate number of Shares and holding such Shares in the appropriate Shareholder account;
(iv) receiving for acceptance redemption requests and redemption directions and delivering the appropriate documentation therefore to the Custodian or, in the case of Fund operating in a master-feeder or fund of funds structure, to the transfer agent or interest-holder record keeper for the master portfolios in which the Fund invests;
(v) as and when it receives monies paid to it by the Custodian with respect to any redemption, paying over or cause to be paid over the redemption proceeds as required by the Prospectus pursuant to which the redeemed Shares were offered and as instructed by the redeeming Shareholders;
(vi) effecting transfers of Shares upon receipt of appropriate instructions from Shareholders;
(vii) preparing and transmitting to Shareholders (or crediting the appropriate Shareholder accounts) payments for all distributions and dividends declared by the Trust with respect to Shares;
(viii) receiving 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) recording the issuance of shares of the Fund and maintaining 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, issued and outstanding; and
(b) Other Services. In addition to, and neither in lieu nor in contravention of the services set forth in the above paragraph, 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:
(c) Lost Shareholders. GFS shall perform such services as are required in order to comply with Rules 17a-24 and 17Ad-17 (the “Lost Shareholder Rules”) of the Securities Exchange Act of 1934 (“1934 Act”), including, but not limited to, those set forth below. GFS may, in its sole discretion, use the services of a third party to perform some of or all such services.
(i) documentation of search policies and procedures;
(ii) execution of required searches;
(iv) preparation and submission of data required under the Lost Shareholder Rules.
(e) Responsibility for Compliance with Law.
(f) 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.
(i) 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’ records relating to the services to be performed under this Agreement at all times during GFS’ 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; and
(vii) any information required in order for GFS to perform any calculations by this Agreement.
SECTION 3. FEES AND EXPENSES.
SECTION 4. ISSUANCE AND TRANSFER OF SHARES.
(a) Issuance of Shares. GFS shall make original issues of Shares of each Fund in accordance with the 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
(b) Transfer of Shares. Transfers of Shares of each Fund 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 Nebraska or any other statutes that, in the opinion of GFS’ 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
SECTION 5. SHARE PURCHASES; ELIGIBILITY TO RECEIVE DISTRIBUTIONS.
(a) Purchase Orders. Shares shall be issued in accordance with the terms of the Prospectus after GFS or its agent receives either:
(i) (A) an instruction directing investment in a Fund, (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
(c) 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:
(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
SECTION 6. STANDARD OF CARE AND INDEMNIFICATION.
(c) Reliance. At any time, GFS may apply to any officer of the Trust for instructions, and may consult with legal counsel to the Trust 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. Additionally, and except to the extent that GFS may be liable pursuant to 6(a) above, GFS shall not be liable for any action taken or failure to act in good faith in reliance upon:
(i) any paper or document furnished (pursuant to procedures mutually agreed to by GFS and the investment adviser serving as an investment adviser for a Fund pursuant to a written investment adviser agreement between the Trust and such adviser, manager of the Trust, or sub-advisers (collectively referred to as the “Advisers”)) 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 to GFS or its agents or subcontractors furnished (pursuant to procedures mutually agreed to by GFS and the Advisers) by machine readable input, telex, CRT data entry or other similar means authorized by the Trust; and
SECTION 7. REPRESENTATIONS AND WARRANTIES.
(a) Representations of GFS. GFS represents and warrants to the Trust that:
(i) it is a limited liability company duly organized and existing and in good standing under the laws of the State of Nebraska;
(ii) it is empowered under applicable laws and by its organizational documents to enter into this Agreement and perform its duties under this Agreement;
(iii) it has access to the necessary facilities, equipment, and personnel to perform its duties and obligations under this Agreement; and
(b) Representations of the Trust. The Fund 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 Delaware;
(ii) it is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement;
(iii) all proceedings required by said Organizational Documents have been taken to authorize it to enter into and perform this Agreement;
SECTION 8. 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 of 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;
(b) provide information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies;
(c) release such other information as approved in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where GFS may be exposed to civil or criminal liability or proceedings for failure to release the information, when requested to divulge such information by duly constituted authorities or when so requested by the Trust and the Advisers; and
(e) Or otherwise permitted or required by law.
SECTION 9. PROPRIETARY INFORMATION.
(b) Proprietary Information of the Trust. GFS acknowledges that the Shareholder list and all information related to Shareholders furnished to GFS by the Trust or by a Shareholder in connection with this Agreement (collectively, “Customer Data”) all information regarding the Trust portfolios, arrangements with brokerage firms, compensation paid to or by the Trust, trading strategies and all such related information (collectively, Trust proprietary information”) constitute proprietary information of substantial value to the Trust. In no event shall GFS Proprietary Information be deemed Trust Proprietary Information or Customer Data. GFS agrees to treat all Customer Data and Trust Proprietary Information as proprietary to the Trust and further agrees that it shall not divulge any Customer Data or Trust Proprietary Information to any person or organization except as may be provided under this Agreement or as maybe directed by the Trust or as maybe duly requested by regulatory authorities.
SECTION 10. EFFECTIVE DATE, TERM, AND TERMINATION.
(a) Effective Date. This Agreement shall become effective on the date first above written.
SECTION 11. ADDITIONAL FUNDS AND CLASSES.
SECTION 12. ASSIGNMENT
SECTION 13. LIAISON WITH ACCOUNTANTS
SECTION 14. SUBCONTRACTORS.
SECTION 15. MISCELLANEOUS.
Governing Law. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of Nebraska.
Force Majeure. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other party resulting from such failure to perform or otherwise from such causes.
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: |
Xxxxxx Xxxxxx | Xxxxx X. Xxxxxxxxx |
President | Senior Vice President |
Gemini Fund Services, LLC | Gemini Fund Services, LLC |
000 Xxxxxxxx Xxxxxxxxx | 000 Xxxxxxxx Xxxxxxxxx |
Xxxxxxxxx, XX 00000 | Xxxxxxxxx, XX 00000 |
Telephone: (000) 000-0000 | Telephone: (000) 000-0000 |
Email: XxxxxxX@xxxxxxxxxx.xxx | XxxxxX@xxxxxxxxxx.xxx |
Xxxxxxxx Xxxx LLP |
000 Xxxxxx Xxxxxx, 00xx Xxxxx |
Xxxxxxxxxx, Xxxx 00000-0000 |
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.
NORTHERN LIGHTS FUND TRUST GEMINI FUND SERVICES, LLC
By: /s/ Xxxxxx Xxxxxx By: /s/ Xxxxx X. Molnieaux
Xxxxxx Xxxxxx Xxxxx X. Xxxxxxxxx,
President Senior Vice President
Date: June 22, 2006 Date: June 22, 2006
TRANSFER AGENCY SERVICE AGREEMENT
Schedule A
FUNDS TO BE SERVICED
Xxxxxx & Company Mutual Fund
Abacus Value Fund
The Rational Investor Fund
The Xxxxxx Fund
Critical Math Fund
The Gaming and Casino Fund
Biltmore Enhanced Index Fund
Biltmore Contrarian Momentum Fund
Biltmore Momentum/Dynamic ETF Fund
The Arrow DWA Balanced Fund
Changing Parameters Fund
The Autopilot Managed Growth Fund
This schedule was amended on December 19, 2005 to add The Xxxxxx and Critical Math Funds.
This schedule was amended on March 6, 2006 to add The Gaming and Casino Fund.
This schedule was amended on March 23, 2006 to add Biltmore Enhanced Index Fund, Biltmore Contrarian Momentum Fund and Biltmore Momentum/Dynamic ETF Fund.
This schedule was amended on June 22, 2006 to add The Arrow DWA Balanced Fund, Changing Parameters Fund and The Autopilot Managed Growth Fund.
TRANSFER AGENCY SERVICE AGREEMENT
Schedule B-8
THE ARROW DWA BALANCED FUND
FEES AND EXPENSES
Page 1 of 5
For the services rendered by GFS, in its capacity as transfer agent, the Trust shall pay to GFS, on behalf of the Fund listed on Schedule A, the following transfer agent fees, out-of-pocket expenses, activity charges, and special reports charges, which shall be billed to the Trust monthly:
TRANSFER AGENT FEES
1. DATA CONVERSION FEE FROM PREVIOUS TRANSFER AGENT: No Charge.
2. SERVICE FEE: (The following fees will remain in place for a period of 3 years.)
The greater of the annual minimum or the per account charges:
Annual Minimum: $15,000 per class, or:
Per Account Charges: $14.00 annual fee per account
Monthly Calculation: The greater of the Monthly Minimum Fee or the number of shareholder accounts multiplied by $14.00 ($1,250 per month per fund /class for the monthly minimum).
20% discount of service fees in first year
15% discount of service fees in second year
10% discount of all future years
Discounts are based on service fee minimums only.
The Trust shall reimburse GFS for all out-of-pocket expenses, including but not limited to the following:
o Telephone and Toll Free Lines
o Printing Fund Documents
o Bank Fees
o NSCC Charges
o Postage
o Pre and Post Sale Fulfillment
o Proxy Services
o Travel Requested by the Trust
o Tax Reporting
o Record Storage
o Fund Stationery and Supplies
o Pro rata portion of annual SAS 70 review
o All other out-of-pocket expenses incurred on behalf of the Trust
TRANSFER AGENCY SERVICE AGREEMENT
Schedule B-8
THE ARROW DWA BALANCED FUND
FEES AND EXPENSES
Page 2 of 5
3. 4. DATA DE-CONVERSION FEE:
A one-time Data De-Conversion fee of $10,000 shall be charged upon a cancellation or termination of this Agreement by the Trust for any reason other than liquidation of the Funds. No fee shall be payable upon a cancellation or termination by GFS.
4. ACTIVITY CHARGES
GENERAL ACTIVITY CHARGES:
o 24 Hour Automated Voice Response:
a) Initial set-up (one-time) charge: $750.00 per fund
b) Monthly charge $50.00 per fund
o Customer Service Calls: $2.50 per call
o Manual Transactions: $1.00 per transaction
o New Account Opening: (manual) $2.50 per account
o New Account Opening: (electronic) $0.40 per account
o Incoming XXX Transfer from prior custodian: $25.00
o XXX Transfer to successor custodian: $25.00
Bank Charges (Pass Through Charges):
Annual Charge for maintaining a DDA Account.
Transfer Agency wire from mutual funds DDA Accounts to Custodian Bank.
Bank charges are subject to change since they are a pass through charge from a bank, which is a separate institution from Gemini Fund Services.
All Closed accounts will be invoiced $ 2.00 per account on an annual basis.
TRANSFER AGENCY SERVICE AGREEMENT
Schedule B-8
THE ARROW DWA BALANCED FUND
FEES AND EXPENSES
Page 3 of 5
5. WEB PACKAGES:
BASIC WEB PACKAGE
Proprietary Secure Web-Based Direct Interface With Transfer Agent Data
Supports Five Levels of Access
· Fund Administrator
· Broker/Dealer
· Broker/Dealer Branch
· Registered Representative
· Shareholder
Customizable Look And Feel (Logo And Color Scheme)
Account Inquiry
· Portfolio Summary
· Account Position
· Transaction History
· General Account Information
Online Transactions (Must have this reflected in their prospectus to offer this functionality)
· Exchanges
· Purchases
· Redemptions
Account Maintenance
· Change of Shareholder Information
o Address
o Phone Number
o Email Address
Online Statement Access
· Quarterly Statements and Confirms
· Electronic Delivery (Should have this reflected in their prospectus and application to offer this functionality)
o Statements
o Confirms
o Regulatory Mailings
TRANSFER AGENCY SERVICE AGREEMENT
Schedule B-8
THE ARROW DWA BALANCED FUND
FEES AND EXPENSES
Page 4 of 5
Gemini Reporting Services
· Next Generation Secure Web-Based Report Delivery Vehicle
· Allows For Direct Request Or Subscription Based Delivery
· Reports Available In Multiple Formats (PDF, Excel, XML, CSV)
PREMIUM WEB PACKAGE
Performance Web Page
· Comprehensive performance report hosted by GFS
o Fund performance updated daily each night
o Up to 20 indexes available
o Customizable Look And Feel (Logo And Color Scheme)
Holdings web page
· Fund holding updated periodically to meet fund disclosure rules hosted by GFS
o Fund holding updated periodically to meet fund disclosure rules
o Top ten report available
o Customizable Look And Feel (Logo And Color Scheme)
Historical NAV web page
· Allows provides historical NAV information for a specified period of time and for a specified fund
o Customizable Look And Feel (Logo And Color Scheme)
Online New Accounts
· Allows clients the ability to set up a new account online if they provide valid ACH information and agree to all disclaimers and agreements on site.
· E-Signature capability
Basic Web Package fees:
$7,500 initial installation charge
$2,500 annual maintenance invoiced annually in advance
Premium Web Package Fees (Additional Charge):
$5,000 initial installation charge
$1,500 annual maintenance invoiced annually in advance
TRANSFER AGENCY SERVICE AGREEMENT
Schedule B-8
THE ARROW DWA BALANCED FUND
FEES AND EXPENSES
Page 5 of 5
6. XXX PLAN FEES:
The following fees will be charged directly to the shareholder account:
Annual maintenance fee ………………………………$15.00 / account*
*Includes a Bank Custody Fee.
7. SPECIAL REPORTS CHARGES
All special reports and/or analyses requested by the Trust, shall be subject to an additional charge, agreed upon in advance, based upon the following rates:
GFS Senior Staff ………….$150.00 / hour
GFS Junior Staff …………..$ 75.00 / hour
MIS Staff ………………….$200.00 / hour
IN WITNESS WHEREOF, the parties hereto have executed this Addendum to the Transfer Agency and Service Agreement dated May 19, 2005, this 22nd day of June, 2006.
NORTHERN LIGHTS FUND TRUST GEMINI FUND SERVICES, LLC
By:__/s/ Xxxxxx Rogers____________ By:_/s/ Xxxxx X. Molineaux_______
XXXXXX XXXXXX, PRESIDENT XXXXX X. XXXXXXXXX, SENIOR VICE PRESIDENT
TRANSFER AGENCY SERVICE AGREEMENT
Schedule C – AML Customer Identification Program Delegation
Page 1 of 3
In recognition of the importance of complying with the USA Patriot Act of 2001 and the regulations promulgated thereunder (collectively, the “Patriot Act”), which imposes new anti-money laundering requirements on financial institutions including mutual funds, the Trust has developed and implemented a written anti-money laundering program, (“Program”), designed to satisfy the requirements of the Patriot Act.
The Trust, in recognition of the fact that the Patriot Act enables a mutual fund to delegate to its transfer agent the implementation and operation of aspects of its anti-money laundering program, pursuant to Section 2(k), delegates to GFS the implementation and operation of certain aspects of the Trust’s program.
1. Duties. The Trust delegates to GFS the implementation and operation of their Customer Identification Program, (“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:
a. 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:
i. Name;
ii. Date of birth, for a natural person;
iii. Addresses, including
1. 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
2. principal place of business local office or other physical location, for a person other than a natural person; and
iv. Identification numbers:
1. A taxpayer identification number from each customer that is a US person; or
2. 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.
TRANSFER AGENCY SERVICE AGREEMENT
Schedule C – AML Customer Identification Program Delegation
Page 2 of 3
b. GFS must verify all the above stated forms of customer identification within a reasonable time after the account is opened. Verification can occur through:
i. Documentation including:
1. Unexpired government-issued identification, such as a driver’s license or passport for individuals; and
2. 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.
ii. 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:
1. Directly contacting the customer;
2. 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;
3. Checking references with other financial institutions; and
4. Obtaining a financial statement.
iii. 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.
c. GFS must maintain records of all information obtained from customers to verify their identity, including at a minimum:
i. 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;
ii. A description of any documentary method used to verify identification, as set out in paragraph b(i) 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;
iii. 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
TRANSFER AGENCY SERVICE AGREEMENT
Schedule C – AML Customer Identification Program Delegation
Page 3 of 3
iv. 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.
v. Other exempt account information as specified by the rules.
d. 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.
e. 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.