Exhibit (h) (iv) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
TRANSFER AGENCY AND SERVICES AGREEMENT
AGREEMENT made as of the 16 day of March, 2007, between BBH
TRUST, a Delaware statutory trust having its principal office and place
of business at 00 Xxxxx Xxxxxx, Xxxxxx Xxxxxxxxxxxxx 00000 ("Investment
Company"), and Citigroup Fund Services, LLC, a Delaware limited
liability company with its principal office and place of business at
Xxx Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxx 00000 ("Citigroup").
WHEREAS, the Investment Company is registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), as an
open-end management investment company and may issue its shares (the
"Shares"), in separate series and classes; and
WHEREAS, the Investment Company offers shares in various series
(each such series, together with all other series subsequently
established by the Investment Company and made subject to this
Agreement in accordance with Section 12, being herein referred to as a
"Fund," and collectively as the "Funds") and the Investment Company may
in the future offer shares of various classes of each Fund (each such
class together with all other classes subsequently established by the
Investment Company in a Fund being herein referred to as a "Class," and
collectively as the "Classes");
WHEREAS, the Investment Company desires that Citigroup perform as
the transfer agent and dividend disbursing agent for each Fund and
Citigroup is willing to provide these services on the terms and
conditions set forth in this Agreement;
NOW THEREFORE, for and in consideration of the mutual covenants
and agreements contained herein, the Investment Company and Citigroup
hereby agree as follows:
SECTION 1. APPOINTMENT; DELIVERY OF DOCUMENTS
(a) The Investment Company, on behalf of the Funds, hereby
appoints Citigroup to act as, and Citigroup agrees to act as, (i)
transfer agent for the authorized and issued shares of the Investment
Company representing interests in each of the respective Funds and
Classes thereof ("Shares"), (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") and set out in the currently effective prospectuses
and statements of additional information (collectively "prospectus") of
the applicable Fund, including, without limitation, any periodic
investment plan or periodic withdrawal program.
(b) In connection therewith, the Investment Company has
delivered to Citigroup copies of (i) the Investment Company's
Declaration of Trust and Bylaws (collectively, as amended from time to
time, "Organic Documents"), (ii) the Investment Company'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 1940 Act (the "Registration
Statement"), (iii) the Investment Company's current prospectus, and
(iv) the current plan of distribution or similar document adopted by
the Investment Company under Rule 12b-1 under the 1940 Act ("Plan") and
the current shareholder service plan or similar document adopted by the
Investment Company ("Service Plan") and shall promptly furnish
Citigroup with all amendments of or supplements to the foregoing. The
Investment Company shall deliver to Citigroup a certified copy of the
resolution of the Board of Trustees of BBH Trust; ("Board") appointing
Citigroup and authorizing the execution and delivery of this Agreement.
SECTION 2. DUTIES OF CITIGROUP
(a) Citigroup agrees that in accordance with procedures
established from time to time by agreement between the Investment
Company on behalf of each of the Funds, as applicable, and Citigroup,
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 proxies and
related materials to Shareholders, (D) mailing Shareholder
reports and prospectuses to current Shareholders, (E) withholding
taxes on U.S. resident and non-resident alien accounts, (F)
preparing and filing U.S. Treasury Department Forms 1099 and
other appropriate forms required by federal authorities with
respect to distributions for Shareholders, (G) 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, (H)
preparing and mailing activity statements for Shareholders, and
(I) providing Shareholder account information;
(ii) receive for acceptance orders from selected dealers,
processing organizations or financial intermediaries as provided
in Exhibit A hereto, as may be amended from time to time by the
Investment Company, for the purchase, redemption or exchange of
Shares and promptly deliver payment and appropriate documentation
in connection therewith to the custodian of the applicable Fund
(the "Custodian") or, in the case of Fund's operating in a
master-feeder or fund of funds structure, to the transfer agent
or interestholder recordkeeper for the master portfolios in which
the Fund invests. Without the written (including electronic)
authorization of such Investment Company, Citigroup shall not
accept (i) conditional orders, (ii) orders dated prior to the
current date for non-NSCC initiated transactions, (iii) orders
dated prior to the previous business date for NSCC initiated
transactions, (iv) orders that are not otherwise in compliance
with the Investment Company Act of 1940, as amended, and the
regulations thereunder applicable to Citigroup or the Investment
Companies related to the acceptance and handling of orders, and
(v) orders that are not in compliance with the terms of the
respective Investment Company's current prospectus, without the
written authorization of a person authorized on behalf of such
Investment Company as per a list of such authorized persons.
(iii) pursuant to purchase orders, issue the appropriate
number of Shares and hold such Shares in the appropriate
Shareholder account;
(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 Citigroup of
indemnification satisfactory to Citigroup and protecting
Citigroup and the Investment Company and, at the option of
Citigroup, 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 reasonably requested by the Investment
Company and provide periodic reporting to the Investment Company
or its administrator or other agent;
(x) track shareholder accounts by financial intermediary
source and otherwise as reasonably requested by the Investment
Company and provide periodic reporting to the Investment Company
or its administrator or other agent as provided in Exhibit B
hereto;
(xi) record the issuance of Shares of the Investment
Company and maintain pursuant to Rule 17Ad-10(e) under the
Securities Exchange Act of 1934, as amended ("1934 Act") a record
of the total number of Shares of the Investment Company, each
Fund and each Class thereof, that are authorized, based upon data
provided to it by the Investment Company, and are issued and
outstanding and provide the Investment Company on a regular basis
a report of the total number of Shares that are authorized and
the total number of Shares that are issued and outstanding;
(xii) provide a system which will enable the Investment
Company to calculate the total number of Shares of each Fund and
Class thereof sold in each State;
(xiii) monitor and make appropriate filings with
respect to the escheatment laws of the various states and
territories of the United States;
(xiv) oversee the activities of proxy solicitation firms.
(xv) provide such reporting as may be reasonably required
by any Investment Company, with respect to the trading activities
of selected dealers, processing organizations, clearing brokers
or financial intermediaries set forth in Exhibit A hereto and to
monitor compliance with the provisions of their respective sales
and distribution agreements with such Investment Company;
(xvi) omnibus account identification
(xvii) analysis of omnibus account trading activity to determine
if arbitrage opportunities exist triggering
underlying account transaction data request of an
intermediary
(xviii) managing the request and flow of underlying data
(xix) customized file feed/format translations
(xx) storage of underlying account transaction data
(xxi) Applying each Fund's market timing rules upon receipt
of the underlying account transaction data to flag violations
(xxii) Reporting of "red flag" violations to the
applicable Fund and CCO
(xxiii) Providing standard report package for on-going
review and monitoring of data
(b) Citigroup shall receive and tabulate proxy votes,
coordinate the tabulation of proxy and shareholder meeting votes and
perform such other additional services as may be specified from time to
time by the Investment Company, all pursuant to mutually acceptable
compensation and implementation agreements.
(c) The Investment Company or its administrator or other agent
(i) shall identify to Citigroup 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. The
responsibility of Citigroup for the Investment Company's State
registration status is solely limited to the reporting of transactions
to the Investment Company, and Citigroup shall have no obligation, when
recording the issuance of Shares, to monitor the issuance of such
Shares or to take cognizance of any laws relating to the issue or sale
of such Shares, which functions shall be the sole responsibility of the
Investment Company or its administrator or other agent.
(d) Citigroup shall establish and maintain facilities and
procedures reasonably acceptable to the Investment Company for the
safekeeping, control, preparation and use of share certificates, check
forms, and facsimile signature imprinting devices. Citigroup shall
establish and maintain facilities and procedures reasonably acceptable
to the Investment Company for safekeeping of all records maintained by
Citigroup pursuant to this Agreement.
(e) Citigroup shall cooperate with each Fund's independent
public accountants and shall take reasonable action to make all
necessary information available to the accountants for the performance
of the accountants' duties.
(f) Citigroup will promptly notify the Investment
Companies in the event that Citigroup becomes aware that it
is under investigation or about to be investigated by any
regulatory authority.
(g) Citigroup will be responsible for continuing to comply with
all regulations and laws applicable to Citigroup. In
processing any order hereunder, Citigroup will comply with
any provisions, limitations and requirements stated in the
Investment Company's current prospectus for the purchase,
redemption or exchange of shares of such Investment Company
including, without limitation (i) the assessment of
front-end sales load charges, redemptions fees and other
charges (if any) payable to the Investment Company, and
(ii) subject to Section (h) below, prevention of trading
practices which result in "market timing" and/or "late
trading" by the Shareholders; provided, however, that
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Citigroup shall not be required to comply with any
limitations imposed prospectively through any Investment
Company prospectus unless it receives advance written
notice of and can, without material amendment to its
systems and processes, process purchase, redemption and
exchange order in compliance with such limitations.
(h) Citigroup will ensure, as of the date of this Agreement and
at all times thereafter, that it has procedures and
controls that are reasonably designed to deter illegal or
improper trading in the shares of mutual funds with respect
to which it provides transfer agency services, including
without limitation, late trading and market timing.
Citigroup will immediately report to the respective
Investment Company any purchases and sales of shares of
such Investment Company by Shareholders that exceed certain
testing criteria as announced by Citigroup from time to
time and as set forth on Exhibit C hereto, or (subject to
Section 2(g) above) as specifically stated in the
Investment Company prospectus or specifically requested by
the Investment Company. Notwithstanding anything herein to
the contrary, the parties acknowledge and agree that it is
not within Citigroup's discretion to make determinations
about whether any specific trading activity by a
Shareholder constitutes "market timing" or "excessive
trading" and that Citigroup's obligations with respect to
such matters shall be discharged through the reporting by
Citigroup of trading activity as described above.
(i) Citigroup will be responsible for calculating breakpoints
discounts on front-end sales loads that any of the
Shareholders is entitled to receive from a Fund in
accordance with such Fund's current prospectus. In
preparing such calculations, Citigroup will monitor each
Shareholder's ownership of each Fund, Shares owned by each
Shareholder in one or more accounts processed hereunder,
and Shares owned by persons related to each Shareholder,
provided that Citigroup has actual written notice from the
Investment Company, the Shareholder or a financial
intermediary representing such Shareholder of such familial
relationship.
(j) Except with respect to Citigroup's duties as set forth in
this Section 2 and except as otherwise specifically
provided herein, the Investment Company assumes all
responsibility for ensuring that the Investment Company
complies with all applicable requirements of the Securities
Act, the 1940 Act and any laws, rules and regulations of
governmental authorities with jurisdiction over the
Investment Company. All references to any law in this
Agreement shall be deemed to include reference to the
applicable rules and regulations promulgated under
authority of the laws and all official interpretations of
such law or rules or regulations.
SECTION 3. RECORDKEEPING
(a) Prior to the commencement of Citigroup's responsibilities
under this Agreement, if applicable, the Investment Company shall
deliver or cause to be delivered over to Citigroup (i) an accurate list
of Shareholders of the Investment Company, 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 Citigroup under this Agreement
(collectively referred to as the "Materials"). The Investment Company
shall on behalf of each applicable Fund or Class indemnify and hold
Citigroup 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 Investment Company to
provide any portion of the Materials or to provide any information in
the Investment Company's possession or control reasonably needed by
Citigroup to perform the services described in this Agreement.
(b) Citigroup 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, Citigroup agrees
that all such records prepared or maintained by Citigroup relating to
the services to be performed by Citigroup under this Agreement are the
property of the Investment Company 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
Investment Company on and in accordance with the Investment Company's
request. The Investment Company and the Investment Company's
authorized representatives shall have access to Citigroup's records
relating to the services to be performed under this Agreement at all
times during Citigroup's normal business hours. Upon the reasonable
request of the Investment Company, copies of any such records shall be
provided promptly by Citigroup to the Investment Company or the
Investment Company's authorized representatives.
(c) Citigroup and the Investment Company 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 as may be
required by law.
(d) In case of any requests or demands for the inspection of
the Shareholder records of the Investment Company, Citigroup will
endeavor to notify the Investment Company and to secure instructions
from an authorized officer of the Investment Company as to such
inspection. Citigroup shall abide by the Investment Company's
instructions for granting or denying the inspection; provided, however,
that Citigroup may grant the inspection without instructions if
Citigroup is advised by counsel to Citigroup that failure to do so will
result in liability to Citigroup.
SECTION 4. ISSUANCE AND TRANSFER OF SHARES
(a) Citigroup shall make original issues of Shares of each Fund
and Class thereof in accordance with the Investment Company'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) an opinion of
the Investment Company's counsel as to the legality and validity of the
issuance, which opinion may provide that it is contingent upon the
filing by the Investment Company of an appropriate notice with the SEC,
as required by Section 24 of the 1940 Act or the rules thereunder. If
the opinion described in (iv) above is contingent upon a filing under
Section 24 of the 1940 Act, the Investment Company shall indemnify
Citigroup for any liability arising from the failure of the Investment
Company to comply with that section or the rules thereunder.
(b) Transfers of Shares of each Fund and Class thereof shall be
registered on the Shareholder records maintained by Citigroup. In
registering transfers of Shares, Citigroup may rely upon the Uniform
Commercial Code as in effect in the State of Maryland for BBH Fund,
Inc., BBH Common Settlement Fund, Inc. and BBH Common Settlement Fund
II, Inc.; and the Commonwealth of Massachusetts for BBH Investment
Company, or any other statutes that, in the opinion of Citigroup's
counsel, protect Citigroup and the Investment Company 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) refusing registration
whenever an adverse claim requires such refusal. As Transfer Agent,
Citigroup will be responsible for delivery to the transferor and
transferee of such documentation as is required by the Uniform
Commercial Code.
SECTION 5. SHARE CERTIFICATES
(a) The Investment Company shall furnish to Citigroup a supply
of blank share certificates of each Fund and Class thereof and, from
time to time, will renew such supply upon Citigroup's request. Blank
share certificates shall be signed manually or by facsimile signatures
of officers of the Investment Company authorized to sign by the Organic
Documents of the Investment Company and, if required by the Organic
Documents, shall bear the Investment Company's seal or a facsimile
thereof. Unless otherwise directed by the Investment Company,
Citigroup may not issue or register Share certificates reflecting the
manual or facsimile signature of an officer who has died, resigned or
been removed by the Investment Company.
(b) New Share certificates shall be issued by Citigroup upon
surrender of outstanding Share certificates in the form deemed by
Citigroup to be properly endorsed for transfer and satisfactory
evidence of compliance with all applicable laws relating to the payment
or collection of taxes. Citigroup shall forward Share certificates in
"non-negotiable" form by first-class or registered mail, or by whatever
means Citigroup deems equally reliable and expeditious. Citigroup
shall not mail Share certificates in "negotiable" form unless requested
in writing by the Investment Company and fully indemnified by the
Investment Company to Citigroup's satisfaction.
(c) In the event that the Investment Company informs Citigroup
that any Fund or Class thereof does not issue share certificates,
Citigroup shall not issue any such share certificates and the
provisions of this Agreement relating to share certificates shall not
be applicable with respect to those Funds or Classes thereof.
SECTION 6. SHARE PURCHASES; ELIGIBILITY TO RECEIVE DISTRIBUTIONS
(a) Shares shall be issued in accordance with this Agreement
and the terms of a Fund's or Class' current prospectus after Citigroup
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.
(b) Shares issued in a Fund after receipt of a completed
purchase order shall be eligible to receive distributions of the Fund
at the time specified in the prospectus pursuant to which the Shares
are offered.
(c) 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 next Fund business day following receipt
of the check; and
(iii) for a check drawn on an institution that is not a
member of the Federal Reserve System, at such time as Citigroup
is credited with Federal Funds with respect to that check.
SECTION 7. FEES AND EXPENSES
(a) For the services provided by Citigroup pursuant to this
Agreement, the Investment Company, on behalf of each Fund, agrees to
pay Citigroup the fees set forth in Clauses (i) and (ii) of Appendix A
hereto. Fees will begin to accrue for each Fund on the latter of the
date of this Agreement or the date of commencement of operations of the
Fund. If fees begin to accrue in the middle of a month or if this
Agreement terminates before the end of any month, all fees for the
period from that date to the end of that month or from the beginning of
that month to the date of termination, as the case may be, shall be
prorated according to the proportion that the period bears to the full
month in which the effectiveness or termination occurs. Upon the
termination of this Agreement with respect to a Fund, the applicable
Investment Company shall pay to Citigroup such compensation as shall be
payable prior to the effective date of termination. The Investment
Company acknowledges that Citigroup may from time to time earn money on
amounts in the deposit accounts maintained by Citigroup to service the
Funds (and other clients serviced by Citigroup).
(b) In connection with the services provided by Citigroup
pursuant to this Agreement, the Investment Company, on behalf of each
Fund, agrees to reimburse Citigroup for the expenses set forth in
Appendix A hereto. In addition, the Investment Company, on behalf of
the applicable Fund, shall reimburse Citigroup for all reasonable
incurred expenses and employee time (at 150% of salary) attributable to
any review of the Investment Company's accounts and records by the
Investment Company's independent accountants or any regulatory body
outside of routine and normal periodic reviews. Should the Investment
Company exercise its right to terminate this Agreement, the Investment
Company, on behalf of the applicable Fund, shall reimburse Citigroup
for all reasonable incurred out-of-pocket expenses and employee time
(at 150% of salary) associated with the copying and movement of records
and material to any successor person and providing assistance to any
successor person in the establishment of the accounts and records
necessary to carry out the successor's responsibilities.
(c) All fees and reimbursements are payable in arrears on a
monthly basis and the applicable Investment Company, on behalf of the
applicable Fund, agrees to pay all fees and reimbursable expenses
within thirty (30) business days following receipt of the respective
billing notice.
SECTION 8. REPRESENTATIONS AND WARRANTIES
(a) Citigroup represents and warrants to the Investment Company
that:
(i) It is a limited liability company duly organized and
existing and in good standing under the laws of the State
of Delaware;
(ii) It is duly qualified to carry on its business in the
State of Maine;
(iii) It is empowered under applicable laws and by its
Operating Agreement to enter into this Agreement and
perform its duties under this Agreement;
(iv) All requisite corporate proceedings have been taken
to authorize it to enter into this Agreement and perform
its duties under this Agreement;
(v) It has access to the necessary facilities, equipment,
and personnel to perform its duties and obligations under
this Agreement;
(vi) This Agreement, when executed and delivered, will
constitute a legal, valid and binding obligation of
Citigroup, enforceable against Citigroup in accordance with
its terms, subject to bankruptcy, insolvency,
reorganization, moratorium and other laws of general
application affecting the rights and remedies of creditors
and secured parties and to general equity principals; and
(vii) It is registered as a transfer agent under Section
17A of the 1934 Act.
(viii) It has implemented and will monitor their
procedures for policing market timing and late trading and
will annually certify that such procedures are in place and
produce such records as the Investment Companies may
reasonably request.
(b) The Investment Company represents and warrants to Citigroup
that:
(i) It is duly organized and existing and in good
standing under the laws of the state in which it is
organized;
(ii) It is empowered under applicable laws and by its
Organic Documents to enter into this Agreement and perform
its duties under this Agreement;
(iii) All requisite corporate proceedings have been taken
to authorize it to enter into this Agreement and perform
its duties under this Agreement;
(iv) It is an open-end management investment company
registered under the 1940 Act;
(v) This Agreement, when executed and delivered, will
constitute a legal, valid and binding obligation of the
applicable Investment Company, enforceable against it in
accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other laws of
general application affecting the rights and remedies of
creditors and secured parties and to general equity
principals; and
(vi) A registration statement under the Securities Act is
currently effective and will remain effective, and
appropriate State securities law filings have been made and
will continue to be made, with respect to all Shares of the
Funds and Classes of the Trust being offered for sale.
SECTION 9. PROPRIETARY INFORMATION
(a) The Investment Company acknowledges that the databases,
computer programs, screen formats, report formats, interactive design
techniques, and documentation manuals maintained by Citigroup on
databases under the control and ownership of Citigroup or a third party
constitute copyrighted, trade secret, or other proprietary information
(collectively, "Proprietary Information") of substantial value to
Citigroup or the third party. The Investment Company agrees to treat
all Proprietary Information as proprietary to Citigroup and further
agrees that it shall not divulge any Proprietary Information to any
person or organization except as may be provided under this Agreement.
(b) Citigroup acknowledges that the Shareholder list and all
information related to Shareholders furnished to Citigroup by the
Investment Company or by a Shareholder in connection with this
Agreement (collectively, "Customer Data") constitute proprietary
information of substantial value to the Investment Company. In no
event shall Proprietary Information be deemed Customer Data. Citigroup
agrees to treat all Customer Data as proprietary to the Investment
Company and further agrees that it shall not divulge any Customer Data
to any person or organization except as may be provided under this
Agreement or as may be directed by the Investment Company.
SECTION 10. INDEMNIFICATION
(a) Citigroup shall not be responsible for, and each applicable
Investment Company shall on behalf of each applicable Fund or Class
thereof indemnify and hold Citigroup 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 Citigroup 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;
(ii) the Investment Company's lack of good faith or the
Investment Company's negligence or willful misconduct;
(iii) the reasonable reliance on or use by Citigroup or its
agents or subcontractors of information, records, documents
or services which have been prepared, maintained or
performed by the Investment Company or any other person or
firm on behalf of the Investment Company, including but not
limited to any previous transfer agent or registrar;
(iv) the reasonable reliance on, or the carrying out by
Citigroup or its agents or subcontractors of, any
instructions or requests of the Investment Company on
behalf of the applicable Fund; 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.
(b) Citigroup shall indemnify and hold the Investment Company
and each Fund or Class thereof harmless from and against any and all
losses, damages, costs, charges, reasonable counsel fees, payments,
expenses and liability arising out of or attributed to any action or
failure or omission to act by Citigroup as a result of Citigroup's lack
of good faith, negligence or willful misconduct with respect to the
services performed under or in connection with this Agreement.
(c) At any time Citigroup may apply to any officer of the
Investment Company for instructions, and may consult with legal counsel
to the Investment Company or to Citigroup with respect to any matter
arising in connection with the services to be performed by Citigroup
under this Agreement, and Citigroup and its agents or subcontractors
shall not be liable and shall be indemnified by the Investment Company
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. Citigroup, its agents and subcontractors shall be
protected and indemnified in acting upon (i) any paper or document
furnished by or on behalf of the Investment Company, reasonably
believed by Citigroup to be genuine and to have been signed by the
proper person or persons, (ii) any instruction, information, data,
records or documents provided Citigroup or its agents or subcontractors
by machine readable input, telex, CRT data entry or other similar means
authorized by the Investment Company, and (iii) any authorization,
instruction, approval, item or set of data, or information of any kind
transmitted to Citigroup in person or by telephone, vocal telegram or
other electronic means, reasonably believed by Citigroup to be genuine
and to have been given by the proper person or persons. Citigroup
shall not be held to have notice of any change of authority of any
person, until receipt of written notice thereof from the Investment
Company. Citigroup, 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 Investment Company, and the proper
countersignature of any former transfer agent or former registrar or of
a co-transfer agent or co-registrar of the Investment Company.
(d) If the Investment Company has the ability to originate
electronic instructions to Citigroup 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 Citigroup 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
Citigroup from time to time.
(e) The Investment Company has authorized or in the future may
authorize Citigroup to act as a "Mutual Fund Services Member" for the
Investment Company or various Funds. Fund/SERV and Networking are
services sponsored by the National Securities Clearing Corporation
("NSCC") and as used herein have the meanings as set forth in the then
current edition of NSCC Rules and Procedures published by NSCC or such
other similar publication as may exist from time to time. The
Investment Company shall indemnify and hold Citigroup harmless from and
against any and all losses, damages, costs, charges, reasonable counsel
fees, payments, expenses and liability arising directly or indirectly
out of or attributed to any action or failure or omission to act by
NSCC.
(f) In order that the indemnification provisions contained in
this Section shall apply, upon the assertion of a claim for which
either party may be required to indemnify the other, the party seeking
indemnification shall promptly notify the other party of such
assertion, and shall keep the other party advised with respect to all
developments concerning such claim. The party who may be required to
indemnify shall have the option to participate with the party seeking
indemnification in the defense of such claim or to defend against said
claim in its own name or in the name of the other party. In the event
that Citigroup elects to defend against a claim, the defense shall be
conducted by counsel chosen by Citigroup and reasonably satisfactory to
the Agent. The party seeking indemnification shall in no case confess
any claim or make any compromise in any case in which the other party
may be required to indemnify it except with the other party's prior
written consent.
SECTION 11. EFFECTIVENESS, DURATION AND TERMINATION
(a) This Agreement shall become effective with respect to each
Fund or Class on the earlier of the date first set forth above or the
date on which the Trust's Registration Statement relating to the Shares
of the Fund or Class becomes effective or the date of the commencement
of operations of the Fund or Class. Upon effectiveness of this
Agreement, it shall supersede all previous agreements between the
parties hereto covering the subject matter hereof insofar as such
Agreement may have been deemed to relate to the Funds.
(b) This Agreement shall continue in effect with respect to a
Fund until terminated.
(c) This Agreement may be terminated with respect to a Fund at
any time, without the payment of any penalty (i) by the Board on sixty
(60) days' written notice to Citigroup or (ii) by Citigroup on sixty
(60) days' written notice to the Investment Company. Any termination
shall be effective as of the date specified in the notice. Upon notice
of termination of this Agreement by either party, Citigroup shall
promptly transfer to the successor transfer agent the original or
copies of all books and records maintained by Citigroup under this
Agreement including, in the case of records maintained on computer
systems, copies of such records in machine-readable form, and shall
cooperate with, and provide reasonable assistance to, the successor
transfer agent in the establishment of the books and records necessary
to carry out the successor transfer agent's responsibilities.
(d) The obligations of Sections 3, 7, 8, 9, 10, 14, 15, and 17
shall survive any termination of this Agreement.
SECTION 12. ADDITIONAL FUNDS AND CLASSES
In the event that the Investment Company establishes one or more
series of Shares or one or more classes of Shares after the
effectiveness of this Agreement, such series of Shares or classes of
Shares, as the case may be, shall become Funds and Classes under this
Agreement. Citigroup or the Investment Company may elect not to make
any such series or classes subject to this Agreement.
SECTION 13. ASSIGNMENT
Except as otherwise provided in this Agreement, neither this
Agreement nor any rights or obligations under this Agreement may be
assigned by either party without the written consent of the other
party. This Agreement shall inure to the benefit of and be binding
upon the parties and their respective permitted successors and
assigns. Citigroup may, without further consent on the part of the
Trust, subcontract for the performance hereof with any entity,
including affiliated persons of Citigroup; provided however, that
Citigroup shall be as fully responsible to the Trust for the acts and
omissions of any subcontractor as Citigroup is for its own acts and
omissions.
SECTION 14. FORCE MAJEURE
Each party hereto shall not be responsible or liable for any
failure or delay in performance of its obligations under this Agreement
arising out of or caused, directly or indirectly, by circumstances
beyond its reasonable control including, without limitation, acts of
civil or military authority, national emergencies, labor difficulties,
fire, mechanical breakdowns, flood or catastrophe, acts of God,
insurrection, war, riots or failure of the mails or any transportation
medium, communication system or power supply.
SECTION 15. LIMITATION OF SHAREHOLDER AND TRUSTEE/DIRECTOR
LIABILITY
The Trustees/Directors of the Investment Company and the
shareholders of each Fund shall not be liable for any obligations of
the Investment Company or of the Funds under this Agreement, and
Citigroup agrees that, in asserting any rights or claims under this
Agreement, it shall look only to the assets and property of the
Investment Company or the Fund to which Citigroup's rights or claims
relate in settlement of such rights or claims, and not to the
Trustees/Directors of the Investment Company or the shareholders of the
Funds.
SECTION 16. TAXES
Citigroup shall not be liable for any taxes, assessments or
governmental charges that may be levied or assessed on any basis
whatsoever in connection with any Investment Company or any Shareholder
or any purchase of Shares, excluding taxes assessed against Citigroup
for compensation received by it under this Agreement.
SECTION 17. MISCELLANEOUS
(a) Neither party to this Agreement shall be liable to another
party for consequential damages under any provision of this Agreement.
(b) Except for Appendix A to add new Funds and Classes in
accordance with Section 12, no provisions of this Agreement may be
amended or modified in any manner except by a written agreement
properly authorized and executed by both parties hereto.
(c) This Agreement shall be governed by, and the provisions of
this Agreement shall be construed and interpreted under and in
accordance with, the laws of the State of New York, except as otherwise
provided in Section 4(b).
(d) This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to the
subject matter hereof whether oral or written.
(e) This Agreement may be executed by the parties hereto on any
number of counterparts, and all of the counterparts taken together
shall be deemed to constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held to
be illegal, in conflict with any law or otherwise invalid, the
remaining portion or portions shall be considered severable and not be
affected, and the rights and obligations of the parties shall be
construed and enforced as if the Agreement did not contain the
particular part, term or provision held to be illegal or invalid. This
Agreement shall be construed as if drafted jointly by both Citigroup
and the Investment Company and no presumptions shall arise favoring any
party by virtue of authorship of any provision of this Agreement.
(g) Section and paragraph headings in this Agreement are
included for convenience only and are not to be used to construe or
interpret this Agreement.
(h) Notices, requests, instructions and communications received
by the parties at their respective principal addresses, or at such
other address as a party may have designated in writing, shall be
deemed to have been properly given.
(i) Nothing contained in this Agreement is intended to or shall
require Citigroup, in any capacity hereunder, to perform any functions
or duties on any day other than a Fund business day. Functions or
duties normally scheduled to be performed on any day which is not a
Fund business day shall be performed on, and as of, the next Fund
business day, unless otherwise required by law.
(j) Notwithstanding any other provision of this Agreement, the
parties agree that the assets and liabilities of each Fund of the
Investment Company are separate and distinct from the assets and
liabilities of each other Fund and that no Fund shall be liable or
shall be charged for any debt, obligation or liability of any other
Fund, whether arising under this Agreement or otherwise.
(k) No affiliated person (as that term is defined in the 1940
Act), employee, agent, director, officer or manager of Citigroup shall
be liable at law or in equity for Citigroup's obligations under this
Agreement.
(l) Each of the undersigned expressly warrants and represents
that they have full power and authority to sign this Agreement on
behalf of the party indicated and that their signature will bind the
party indicated to the terms hereof and each party hereto warrants and
represents that this Agreement, when executed and delivered, will
constitute a legal, valid and binding obligation of the party,
enforceable against the party in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium and other laws of
general application affecting the rights and remedies of creditors and
secured parties.
(m) The terms and "affiliated person," "assignment" and "vote
of a majority of the outstanding voting securities" shall have the
meanings ascribed thereto in the 1940 Act.
(n) The parties agree that the assets and liabilities of each
Fund are separate and distinct from the assets and liabilities of each
other Fund and that no Fund shall be liable or shall be charged for any
debt, obligation or liability of any other Fund, whether arising under
this Agreement or otherwise.
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.
BBH TRUST
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: President
CITIGROUP FUND SERVICES, LLC
By: /s/Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: Director
TRANSFER AGENCY AND SERVICE AGREEMENT
Appendix A
Fees and Expenses
(i) Base Fee:
BBH Trust:
Fees per
CUSIP...............................................................$1,000/month
(ii) Shareholder Account Fees:
(a) Non- NSCC networked account......................$1.50/account/month
(b) NSCC networked account...........................$0.75/account/month
Shareholder account fees are based upon the number of Shareholder
accounts as of the last Fund Business Day of the prior month.
(iii) Omnibus Account System Monitoring Fees:
o $500 per CUSIP one-time fee for omnibus account system monitoring
------------------
setup
o $.035 per transmitted transaction record; subject to a minimum of
$500 per month per CUSIP
o $150 per hour for customized programming requests (includes
report writing)
(iv) Out-Of-Pocket and Related Expenses:
Each applicable Investment Company on behalf of the applicable
Fund, shall reimburse Citigroup for all out-of-pocket and
ancillary expenses in providing the services described in this
Agreement, including but not limited to, the cost of (or
appropriate share of the cost of): (i) statement, confirmation,
envelope and stationary stock, (ii) share certificates, (iii)
printing of checks and drafts, (iv) postage, (v)
telecommunications, (vi) banking services (DDA account, wire and
ACH, check and draft clearing and lock box fees and charges),
(vii) all fees and expenses related to Rule 22c-2 transaction
monitoring, including NSCC out of pocket expenses and pro-rata
portion of data storage charges based on percentage of data held
on behalf of each CUSIP, other NSCC Mutual Fund Service Member
fees and expenses, (viii) outside proxy solicitors and
tabulators, (ix) proxy solicitation fees and (ix) microfilm and
microfiche. In addition, any other expenses incurred by
Citigroup at the request or with the consent of the Investment
Company will be reimbursed by the applicable Fund.
(v) Other Expenses:
BBH Trust, (the "Investment Company") shall compensate Citigroup
for additional processing arising from the late receipt of
prices, reprocessing of NAVs, and adjustment of accrual rates.
The schedule of these costs is as follows:
(a) Late Prices (received by Citigroup after 6:30 pm EST).............$250
per occurrence
(b) NAV Reprocess.................................$500 per reprocess
(c) Accrual Adjustment.............................$750 per adjustment
EXHIBIT A
SELECTED DEALERS, PROCESSING ORGANIZATIONS OR FINANCIAL INTERMEDIARIES
Name of Dealer, Organization or Financial Intermediary Service
------------------------------------------------------ ------------
Level Standard
--------------
Xxxxxx Xxxxxx I
American Express I
Ameritrade II
Xxxxx Brothers Xxxxxxxx I
National Financial Services Corporation I
Fidelity Investment Institutional Operations Company I
FiServ II
Instinet Clearing Corp. II
LPL Financial II
Mid Atlantic Corp. II
Pershing II, III
PFPC II
Xxxxxx I
National Investors Service Corp. I
Xxxxx Fargo II
I - This is a Financial Intermediary, as defined in the Funds'
prospectus. This account is an omnibus account for the benefit
of the Financial Intermediary's clients and as such, not
withstanding paragraph 2(g) and 2(H of the Agreement:
Citigroup may accept trades up to 9:00 AM on the business
day after the trade date to be executed at the prior days
NAV without approval from the Investment Company.
Citigroup shall not apply a redemption fee to trades in this
account.
Citigroup shall not apply the Funds' initial or subsequent
dollar minimums to trades in this account.
Citigroup shall not be responsible to deter illegal or
improper trading in this account.
II - This is a Financial Intermediary, as defined in the Funds'
prospectus. Accounts for this Financial Intermediary trade
through the NSCC Network Level 3 for the benefit of the Financial
Intermediary" clients and as such, not withstanding paragraph
2(g) and 2(h) of the Agreement:
Citigroup may accept trades up to 9:00 AM on the business
day after the trade date to be executed at the prior days
NAV without approval from the Investment Company.
Citigroup shall not apply the Funds' initial or subsequent
dollar minimums to trades in this account.
III. - This Financial Intermediary acts as a clearing broker for
other Financial Intermediaries not named above. Service level II
will apply to all accounts that clear through this Financial
Intermediary.
EXHIBIT B
REPORTING
Internet Account Access
Monthly Report of Commission paid by Broker by Fund
Monthly Report of 12b-1 fees paid by Broker by Fund
Monthly Report of Summary of Average Net Assets by Broker
Monthly Report Detail of Average Net Assets by Brokers for each Account
Monthly Report of Capital Stock Transaction by Fund
Monthly Report of New Accounts Opened by Fund
Monthly Report of All Redemption Fees Applied by Account
Monthly Report of all non NSCC Transactions processed after the Fund's
cutoff time
Annual Report of Independent Auditors Review of Internal Controls (SAS
70)
EXHIBIT C
CITIGROUP FUND SERVICES, LLC TESTING CRITERIA
All non-money market trades are reviewed on a daily basis for
redemption amounts greater than $99,999.99 (non-omnibus accounts) and
$999,999.99 (omnibus accounts). Accounts with such activity are
researched by Citigroup to determine whether there has been an
offsetting purchase in the account within the prior five-day period.
Any offenses will be reported by Citigroup immediately to the
Investment Company. No action will be taken by Citigroup regarding
blocking accounts or contacting customer/financial intermediary unless
Citigroup is instructed to do so by the Investment Company.
AML AMENDMENT TO TRANSFER AGENCY AND SERVICES AGREEMENT
BBH Trust ("Trust") and Citigroup Fund Services, LLC
("Citigroup") are parties to an agreement dated as of March 16, 2007
(the "Agreement") under which Citigroup performs certain transfer
agency and/or recordkeeping services for the Trust.
In connection with the enactment of the USA Patriot Act of 2001
and the regulations promulgated thereunder (collectively the "Act"),
the Trust is required to adopt an Anti-Money Laundering ("AML")
Program. The Trust and Citigroup agree to amend the Agreement to
delegate to Citigroup certain responsibilities in connection with the
Act and the Trust's AML Program, as set forth below.
1. Adoption of Program; Delegation to Citigroup
(a) The Trust acknowledges that it is a financial institution subject
to the Act and the Bank Secrecy Act (collectively, the "AML Acts").
The Trust has adopted, and agrees to comply with, a written AML Program
and has appointed and AML Compliance Officer, each of which actions
have been approved by the Board of Trustees of the Trust (the
"Board"). Subject to delegation of certain responsibilities to
Citigroup, as provided below, the Trust's AML Program is reasonably
designed to ensure compliance in all material respects with the AML Act
and applicable regulations adopted thereunder (the "Applicable AML
Laws"), in light of the particular business of the Trust, taking into
account factors such as its size, location, activities and risks or
vulnerabilities to money laundering.
(b) The Trust hereby delegates to Citigroup the performance, on
behalf of the Trust, of the services set forth in Schedule A to this
Amendment (the "AML Services") with respect to the shareholder accounts
maintained by Citigroup pursuant to the Agreement (including, as and to
the extent set forth in Schedule A, direct accounts; accounts
maintained through FUND/SERV and Networking; and omnibus accounts); and
, subject to the terms and conditions of the Agreement and this
Amendment, including Section 2(d) below, Citigroup accepts this
delegation and agrees to perform the AML Services in accordance with
the Trust's and Citigroup's AML Program and to cooperate with the
Trust's AML Compliance Officer (as defined below) in the performance of
its responsibilities hereunder.
(c) Notwithstanding this delegation, the Trust shall maintain full
responsibility for ensuring that its AML Program is and continues to be
reasonably designed to ensure compliance with the Applicable AML Laws.
Citigroup shall maintain policies, procedures and internal controls
that are consistent with the Trust's AML Program and the requirement
that the Trust employ procedures reasonably designed to achieve
compliance with the Applicable AML Laws and the Trust's AML Program.
(d) The Trust recognizes that the performance of the AML Services
involves the exercise of discretion, which in certain circumstances may
result in consequences to the Trust and its shareholders (such as in
the case of the reporting of suspicious activities and the freezing of
shareholders). The Trust authorizes Citigroup to take such actions in
the performance of the AML Services as Citigroup deems appropriate and
consistent with the Trust's AML Program and Applicable AML Laws.
2. Exceptions to Procedures; Amendments
(a) The Trust acknowledges and agrees that any deviation from
Citigroup's written transfer agent compliance procedures (an
"Exception") may involve substantial risk of loss. Citigroup may in
its sole discretion refuse to accept any request by the Trust that
Citigroup make an Exception to any written compliance or transfer
agency procedures adopted by Citigroup, or adopted by the Trust and
approved by Citigroup (including any requirements of the Trust's AML
Program).
(b) Exception requests may only be made in writing signed by an
authorized representative of the Trust (other than an employee of
Citigroup), provided that an exception concerning the requirements of
the Trust's AML Program must be signed by the Trust's anti-money
laundering compliance officer ("AML Compliance Officer"). Approved
exceptions shall become effective when and only if set forth in a
written acceptance of the Exception signed by Citigroup's Director or
Citigroup's AML Compliance Officer. An Exception is effective only on
a transaction by transaction basis.
(c) Notwithstanding any provision of the Agreement or this Amendment
to the contrary, as long as Citigroup acts in good faith and without
gross negligence, Citigroup shall have no liability for any loss,
liability, expenses or damages to the Trust resulting from an Exception.
(d) The Trust's AML Officer shall provide forty-five (45) days prior
written notice of any amendment to the Trust's AML Program that would
have a material impact upon the AML Services to be provided by
Citigroup, and any services required to be provided by Citigroup
pursuant to such amendment shall be considered an Exception until the
consent of Citigroup, which shall not be unreasonably withheld, is
obtained.
3. Representations and Warranties; Documents and Information; Access
(a) The Trust represents and warrants that (i) the Trust has adopted
a written AML Program, and has appointed the Trust's AML Compliance
Officer; (ii) the AML Program and the designation of the AML Officer
have been approved by the Board of Trustees of the Trust (the "Board");
and (iii) the delegation of Citigroup of the AML Services has been
approved by the Board.
(b) Citigroup represents and warrants to the Trust that (1) it has
adopted and will maintain a written program concerning the anti-money
laundering services it provides to its various clients; (2) its
policies and procedures are reasonably adequate for it to provide the
AML Services and comply with its obligations under this Agreement; (3)
it shall conduct (or have a third party conduct) an independent review
of its AML Program at least annually and provide the report of such
independent review to the Trust; (4) it shall maintain an ongoing
program with respect to its own personnel; and (5) it shall maintain an
AML compliance officer to administer the servicing of those aspects of
the Trust's AML Program that have been expressly delegated to Citigroup.
(c) The Trust agrees to furnish Citigroup with such information and
documents as may be reasonably requested by Citigroup from time to time
to provide the AML Services. The Trust agrees to notify Citigroup
promptly about any known suspicious activities related to open accounts.
(d) Citigroup agrees to furnish the Trust its written program
concerning anti-money laundering services rendered by Citigroup to its
various clients. Citigroup agrees to notify the Trust of any change to
its anti-money laundering program that would materially impact the
Trust's AML Program.
(e) Citigroup shall grant reasonable access to each of the Trust, the
AML Compliance Officer, and regulators having jurisdiction over the
Trust, to the books and records maintained by Citigroup and related to
the AML Services, and shall permit federal examiners to inspect
Citigroup for purposes of the Trust's AML Program. Records may be
edited or redacted to maintain confidentiality of materials related to
other clients of Citigroup. Citigroup shall makes its relevant
personnel available to meet or speak with the Board concerning the AML
Services at least annually or at such other intervals as may be
reasonably necessary or appropriate.
4. Expenses
In consideration of the performance of the foregoing duties, the Trust
agrees to pay Citigroup for the reasonable administrative expenses and
out of pocket costs that may be associated with such additional
duties. The terms of the Agreement shall apply with respect to the
payment of such expense in the same manner and to the same extent as
any other expenses incurred under the Agreement.
5. Miscellaneous
(a) This Amendments supplement and amends the Agreement. The
provisions set forth in this Amendment supersede all prior
negotiations, understandings and agreements bearing upon the subject
matter covered herein, including any conflicting provisions of the
Agreement or any provisions of the Agreement that directly cover or
indirectly bear upon matters covered under this Agreement.
(b) Each reference to the Agreement in the Agreement (as it existed
prior to this Amendment) and in every other agreement, contract or
instrument to which the parties are bound, shall hereafter be construed
as a reference to the Agreement as amended by this Amendment. Except
as provided in this Amendment, the provisions of the Agreement remain
in full force and effect (including, without limitation, the term of
the Agreement). No amendment or modification to this Agreement shall
be valid unless made in writing and executed by both parties hereto.
(c) Section and paragraph headings in this Amendment are included for
convenience only and are not to be used to construe or interpret this
Amendment.
(d) This Amendment may be executed in counterparts, each of which
shall be an original but all of which, taken together, shall constitute
one and same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed all as of the day and year first above written.
BBH TRUST CITIGROUP FUND SERVICES, LLC
By: /s/ Xxxx X. Xxxxxxx By: /s/Xxxxx X. Xxxxxxxxx
--------------------------- ------------------------
Name: Xxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxxxx
------------------------ ------------------
Title: President Title: Director
------------------------ -----------------------
SCHEDULE A
AML SERVICES
With respect to the beneficial ownership of, and transactions in,
shares of the Fund for which the Transfer Agent maintains the
applicable shareholder information, the Transfer Agent shall:
(a) Review and submit all shareholder financial and non-financial
transactions through the Office of Foreign Assets Control Database(and
any other lists of known or suspected terrorists or terrorist
organizations issued by any Federal government agency and designated as
such by Treasury in connection with the Federal functional regulators),
including screening of all shareholder accounts upon changes to such
database.
(b) Screen all shareholder accounts at the request of Financial
Crimes Enforcement Network ("FinCEN") pursuant to Section 314(a) of the
PATRIOT Act and report any positive "hits" to FinCEN.
(c) Monitor shareholder accounts and identify and report suspicious
activities that are required to be so identified and reported, in each
case consistent with the Trust's and Citigroup's AML Programs.
(d) Place holds on transactions in shareholder accounts or freeze
assets in shareholder accounts, as provided in the Trusts' and
Citigroup's AML Programs and in accordance with the Act and OFAC.
(e) If and to the extent required by applicable law, ensure that
shareholder identity has been verified, as provided for in the Trust's
and Citigroup's AML Programs and in accordance with Section 326 of the
PATRIOT Act.
(f) Follow the Funds' policy, which may change from time to time,
with respect to the acceptance of cash equivalents and third party
checks.
(g) Follow the Funds' policy on accounts held by non-US persons.
(h) Maintain all records or other documentation related to
shareholder accounts and transactions therein that are required to be
prepared and maintained pursuant to the Trust's and Citigroup's AML
Programs, and make the same available for inspection by (i) the Trust's
AML Compliance Officer, (ii) any auditor of the Trust's AML Program or
related procedures, policies or controls that has been designated by
the Trust in writing, or (iii) regulatory or law enforcement
authorities, and otherwise make said records or other documents
available at the direction of the Trust's AML Compliance Officer.
Notes: As concerns Networking Level III accounts and omnibus accounts,
the AML Services performed by Citigroup are subject to a more limited
scope, as contemplated under the interim final rule of the Department
of the Treasury, 31 CFR 103, effective April 24, 2002 (the "Interim
Final Rule").
In the event that Citigroup detects suspicious activity or a "positive"
hit as a result of the foregoing procedures, which necessitates the
filing by Citigroup of a suspicious activity report, or other similar
report or notice to FinCEN or to OFAC, then Citigroup shall also
immediately notify the Trust's AML Compliance Officer, unless
prohibited by applicable law.
