Exhibit (h)(1)
FORM OF MUTUAL FUNDS SERVICE AGREEMENT
TRANSFER AGENCY SERVICES
JPMORGAN SECURITIES LENDING COLLATERAL INVESTMENT TRUST
MAY 14, 2004
MUTUAL FUNDS SERVICE AGREEMENT
TABLE OF CONTENTS
SECTION PAGE
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1 Appointment 1
2 Representations and Warranties 1
3 Delivery of Documents 3
4 Services Provided 3
5 Fees and Expenses 4
6 Limitation of Liability and Indemnification 6
7 Term 9
8 Notices 9
9 Waiver 9
10 Force Majeure 9
11 Amendments 10
12 Severability 10
13 Governing Law 10
14 Confidentiality 10
Signatures 11
PAGE
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Schedule A -- Fees and Expenses A-1
Schedule B -- Transfer Agency Services Description B-1
MUTUAL FUNDS SERVICE AGREEMENT
AGREEMENT made as of May 14, 2004 by and between
JPMorgan
Securities Lending Collateral Investment Trust (the "Fund"), a Massachusetts
business trust and X.X. Xxxxxx Investor Services Co. ("X.X. Xxxxxx"), a
Delaware corporation.
W I T N E S S E T H:
WHEREAS, the Fund is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Fund wishes to contract with X.X. Xxxxxx to provide
certain services with respect to the Fund;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Fund hereby appoints X.X. Xxxxxx to provide
services for the Fund, as described hereinafter, subject to the supervision of
the Board of Trustees of the Fund (the "Board"), for the period and on the terms
set forth in this Agreement. X.X. Xxxxxx accepts such appointment and agrees to
furnish the services herein set forth in return for the compensation as provided
in Section 5 of and Schedule A to this Agreement.
2. REPRESENTATIONS AND WARRANTIES.
(a) X.X. Xxxxxx represents and warrants to the Fund that:
(i) X.X. Xxxxxx is a corporation, duly organized and
existing under the laws of the State of Delaware;
(ii) X.X. Xxxxxx is duly qualified to carry on its
business in the Commonwealth of Massachusetts;
(iii) X.X. Xxxxxx is empowered under applicable laws
and by its Articles of Incorporation and By-Laws to enter into and perform this
Agreement;
(iv) all requisite corporate proceedings have been
taken to authorize X.X. Xxxxxx to enter into and perform this Agreement;
(v) X.X. Xxxxxx has, and will continue to have,
access to the facilities, personnel and equipment required to fully perform its
duties and obligations hereunder;
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(vi) no legal or administrative proceedings have been
instituted or threatened which would impair X.X. Xxxxxx'x ability to perform its
duties and obligations under this Agreement; and
(vii) X.X. Xxxxxx'x entrance into this Agreement shall
not cause a material breach or be in material conflict with any other agreement
or obligation of X.X. Xxxxxx or any law or regulation applicable to X.X. Xxxxxx;
(b) The Fund represents and warrants to X.X. Xxxxxx that:
(i) the Fund is a business trust, duly organized and
existing and in good standing under the laws of the Commonwealth of
Masschusetts;
(ii) the Fund is empowered under applicable laws and
by its Charter Document and By-Laws to enter into and perform this Agreement;
(iii) all requisite proceedings have been taken to
authorize the Fund to enter into and perform this Agreement;
(iv) the Fund is an investment company properly
registered under the 1940 Act;
(v) a registration statement under the 1940 Act on
Form N-1A has been filed and will be effective and will remain effective during
the term of this Agreement, and all necessary filings under the laws of the
states will have been made and will be current during the term of this
Agreement;
(vi) no legal or administrative proceedings have been
instituted or threatened which would impair the Fund's ability to perform its
duties and obligations under this Agreement;
(vii) the Fund's registration statements comply in all
material respects with the 1940 Act (including the rules and regulations
thereunder) and none of the Fund's prospectuses and/or statements of additional
information contain any untrue statement of material fact or omit to state a
material fact necessary to make the statements therein not misleading; and
(viii) the Fund's entrance into this Agreement shall
not cause a material breach or be in material conflict with any other agreement
or obligation of the Fund or any law or regulation applicable to it.
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3. DELIVERY OF DOCUMENTS. The Fund will promptly furnish to X.X.
Xxxxxx such copies, properly certified or authenticated, of contracts, documents
and other related information that X.X. Xxxxxx may request or requires to
properly discharge its duties. Such documents may include but are not limited to
the following:
(a) Resolutions of the Board authorizing the appointment of
X.X. Xxxxxx to provide certain services to the Fund and approving this
Agreement;
(b) The Fund's Charter Document;
(c) The Fund's By-Laws;
(d) The Fund's Notification of Registration on Form N-8A
under the 1940 Act as filed with the Securities and Exchange Commission ("SEC");
(e) The Fund's registration statement including exhibits, as
amended, on Form N-1A under the 1940 Act, as filed with the SEC;
(f) Copies of the Investment Advisory Agreement between the
Fund and its investment adviser (the "Advisory Agreement");
(g) Opinions of counsel and auditors' reports;
(h) The Fund's prospectus(es) and statement(s) of additional
information relating to all funds, series, portfolios and classes, as
applicable, and all amendments and supplements thereto (such Prospectus(es) and
Statement(s) of Additional Information and supplements thereto, as presently in
effect and as from time to time hereafter amended and supplemented, herein
called the "Prospectuses"); and
(i) Such other agreements as the Fund may enter into from
time to time including securities lending agreements, futures and commodities
account agreements, brokerage agreements and options agreements.
4. SERVICES PROVIDED.
(a) X.X. Xxxxxx will provide the following services subject
to the control, direction and supervision of the Board and in compliance with
the objectives, policies and limitations set forth in the Fund's Registration
Statement, Charter Document and By-Laws; applicable U.S. laws and regulations;
and all resolutions and policies implemented by the Board, of which X.X. Xxxxxx
has been notified by the Fund:
(i) Transfer Agency.
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A detailed description of each of the above services is contained in Schedule B,
to this Agreement.
(b) X.X. Xxxxxx will also:
(i) provide office facilities with respect to the
provision of the services contemplated herein (which may be in the offices of
X.X. Xxxxxx or a corporate affiliate of X.X. Xxxxxx);
(ii) provide the services of individuals to serve as
officers of the Fund who will be designated by X.X. Xxxxxx and elected by the
Board subject to reasonable Board approval;
(iii) provide or otherwise obtain personnel sufficient
for provision of the services contemplated herein;
(iv) furnish equipment and other materials, which are
necessary or desirable for provision of the services contemplated herein; and
(v) keep records relating to the services provided
hereunder in such form and manner as X.X. Xxxxxx may deem appropriate or
advisable. To the extent required by Section 31 of the 1940 Act and the rules
thereunder, X.X. Xxxxxx agrees that all such records prepared or maintained by
X.X. Xxxxxx relating to the services provided hereunder are the property of the
Fund and will be preserved for the periods prescribed under Rule 31a-2 under the
1940 Act, maintained at the Fund's expense, and made available in accordance
with such Section and rules.
5. FEES AND EXPENSES.
(a) As compensation for the services rendered to the Fund
pursuant to this Agreement the Fund shall pay X.X. Xxxxxx monthly fees
determined as set forth in Schedule A to this Agreement. Such fees are to be
billed monthly and shall be due and payable upon receipt of the invoice. Upon
any termination of the provision of services under this Agreement before the end
of any month, the fee for the part of the month before such termination shall be
prorated according to the proportion which such part bears to the full monthly
period and shall be payable upon the date of such termination.
(b) For the purpose of determining fees calculated as a
function of the Fund's assets, the value of the Fund's assets and net assets
shall be computed as required by its currently effective Prospectus, generally
accepted accounting principles, and resolutions of the Board.
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(c) The Fund may request additional services, additional
processing, or special reports, with such specifications and requirements
documentation as may be reasonably required by X.X. Xxxxxx. In addition,
significant regulatory and legal changes and changes in the Fund's status may
necessitate additional services, processing or reports. In either instance, if
X.X. Xxxxxx elects to provide such services or arrange for their provision, it
shall be entitled to additional fees and expenses at its customary rates and
charges.
(d) X.X. Xxxxxx will bear its own expenses in connection
with the performance of the services under this Agreement except as provided
herein or as agreed to by the parties. The Fund agrees to promptly reimburse
X.X. Xxxxxx for any services, equipment or supplies ordered by or for the Fund
through X.X. Xxxxxx and for any other expenses that X.X. Xxxxxx may incur on the
Fund's behalf at the Fund's request or as consented to by the Fund. Such other
expenses to be incurred in the operation of the Fund and to be borne by the
Fund, include, but are not limited to: taxes; interest; brokerage fees and
commissions; salaries and fees of officers and directors [trustees] who are not
officers, directors, shareholders or employees of X.X. Xxxxxx, or the Fund's
investment adviser or distributor; levies, fines and other charges; XXXXX filing
fees, processing services and related fees; postage and mailing costs; costs of
share certificates; advisory and administration fees; charges and expenses of
pricing and data services, independent public accountants and custodians;
insurance premiums including fidelity bond premiums; legal expenses; consulting
fees; customary bank charges and fees; costs of maintenance of trust existence;
expenses of typesetting and printing of Prospectuses for regulatory purposes and
for distribution to current shareholders of the Fund (the Fund's distributor to
bear the expense of all other printing, production, and distribution of
Prospectuses, and marketing materials); expenses of printing and production
costs of shareholders' reports and proxy statements and materials; expenses of
proxy solicitation, proxy tabulation and annual meetings; costs and expenses of
Fund stationery and forms; costs and expenses of special telephone and data
lines and devices; costs associated with trust, shareholder, and Board meetings;
trade association dues and expenses; reprocessing costs to X.X. Xxxxxx caused by
third party errors; copying charges; overtime work when necessitated by unusual
client requests; microfilm and storage, audio response unit costs; corporate
action services; service termination and conversion costs; any expenses
necessitated by regulatory or legal changes; and any extraordinary expenses and
other customary Fund expenses.
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In addition, X.X. Xxxxxx may utilize one or more independent pricing services to
obtain securities prices and to act as backup to the primary pricing services
designated by the Fund, in connection with determining the net asset values of
the Fund. The Fund will reimburse X.X. Xxxxxx for the Fund's share of the cost
of such services based upon the actual usage, or a pro-rata estimate of the use,
of the services for the benefit of the Fund.
(e) All fees, out-of-pocket expenses, or additional charges
of X.X. Xxxxxx shall be billed on a monthly basis and shall be due and payable
upon receipt of the invoice.
(f) X.X. Xxxxxx will render, after the close of each month
in which services have been furnished, a statement reflecting all of the charges
for such month. Charges remaining unpaid after thirty (30) days shall bear
interest in finance charges equivalent to, in the aggregate, the Prime Rate (as
determined by X.X. Xxxxxx) plus two percent per year and all costs and expenses
of effecting collection of any such sums, including reasonable attorney's fees,
shall be paid by the Fund to X.X. Xxxxxx.
(g) In the event that the Fund is more than sixty (60) days
delinquent in its payments of monthly xxxxxxxx in connection with this Agreement
(with the exception of specific amounts which may be contested in good faith by
the Fund), this Agreement may be terminated upon thirty (30) days' written
notice to the Fund by X.X. Xxxxxx. The Fund must notify X.X. Xxxxxx in writing
of any contested amounts within thirty (30) days of receipt of a billing for
such amounts. Disputed amounts are not due and payable while they are being
investigated.
6. LIMITATION OF LIABILITY AND INDEMNIFICATION.
(a) X.X. Xxxxxx shall not be liable for any error of
judgment or mistake of law or for any loss or expense suffered by the Fund or
third parties, in connection with the matters to which this Agreement relates,
except for a loss or expense solely caused by or resulting from X.X. Xxxxxx'x
xxxxx negligence or willful misconduct.
(b) X.X. Xxxxxx shall not be responsible for, and the Fund
shall indemnify and hold X.X. Xxxxxx and its directors, officers, agents and
employees (collectively the "Indemnitees") harmless from and against any and all
claims, liabilities, losses, damages, fines, penalties and expenses, including
out-of-pocket and incidental expenses and legal fees ("Losses") that may be
imposed on, incurred by, or asserted against, the Indemnitees or any of them in
the performance of its/their duties hereunder, including but not limited to
those arising out of or attributable to:
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(i) any and all actions of the Indemnitees required
to be taken pursuant to this Agreement;
(ii) the reliance on or use by the Indemnitees of
information, records, or documents which are received by the Indemnitees and
furnished to it or them by or on behalf of the Fund, and which have been
prepared or maintained by the Fund or any third party on behalf of the Fund;
(iii) the Fund's refusal or failure to comply with the
terms of this Agreement or the Fund's lack of good faith, or its actions, or
lack thereof, involving negligence or willful misfeasance;
(iv) the breach of any representation or warranty of
the Fund hereunder;
(v) following any instructions or other directions
reasonably believed to be requests of the Fund or otherwise duly authorized, and
upon which X.X. Xxxxxx is authorized to rely pursuant to the terms of this
Agreement;
(vi) any delays, inaccuracies, errors in or omissions
from information or data provided to X.X. Xxxxxx by the Fund, its investment
advisers and/or sub-advisers, and providers of other services such as data
services, corporate action services, pricing services or securities brokerage;
(vii) the offer or sale of shares by the Fund in
violation of any requirement under the Federal securities laws or regulations or
the securities laws or regulations of any state, or in violation of any stop
order or other determination or ruling by any Federal agency or any state agency
with respect to the offer or sale of such shares in such state (1) resulting
from activities, actions, or omissions by the Fund or its other service
providers and agents, or (2) existing or arising out of activities, actions or
omissions by or on behalf of the Fund prior to the effective date of this
Agreement;
(viii) any failure of the Fund's registration statement
to comply with the 1940 Act (including the rules and regulations thereunder) and
any other applicable laws, or any untrue statement of a material fact or
omission of a material fact necessary to make any statement therein not
misleading in a Fund's prospectus;
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(ix) the actions taken by the Fund, its investment
adviser and/or sub-advisers, and its distributor in compliance with applicable
securities, tax, commodities and other laws, rules and regulations, or the
failure to so comply; and
(x) all actions, inactions, omissions, or errors
caused by third parties to whom the Fund or the Indemnitees have assigned any
rights and/or delegated any duties under this Agreement at the request of or as
required by the Fund, its investment advisers, distributor, administrator or
sponsor.
(c) In addition to and not in limitation of paragraph (b)
immediately above, the Fund also agrees to indemnify and hold the Indemnitees
and each of them harmless from and against any and all Losses that may be
imposed on, incurred by, or asserted against, the Indemnitees or any of them in
connection with or arising out of X.X. Xxxxxx'x performance under this
Agreement, provided the Indemnitees have not acted with gross negligence or
engaged in willful misconduct.
(d) In performing its services hereunder, X.X. Xxxxxx shall
be entitled to rely on any oral or written instructions, notices or other
communications, including electronic transmissions, from the Fund and its
custodians, officers and directors, investment advisers and sub-advisers,
investors, agents and other service providers which X.X. Xxxxxx reasonably
believes to be genuine, valid and authorized. X.X. Xxxxxx shall also be entitled
to consult with and rely on the advice and opinions of outside legal counsel and
public accountants retained by the Fund, as necessary or appropriate.
(e) Anything in this agreement to the contrary
notwithstanding, in no event shall X.X. Xxxxxx be liable for any indirect,
incidental, special or consequential losses or damages of any kind whatsoever
(including but not limited to lost profits), even if X.X. Xxxxxx has been
advised of the likelihood of such loss or damage and regardless of the form of
action in which any such loss or damage may be claimed. This provision shall
survive the termination of this Agreement.
7. TERM. This Agreement shall become effective on the date first
hereinabove written and may be modified or amended from time to time by mutual
agreement between the parties hereto. The Agreement shall continue in effect
unless terminated by either party on 180 days' prior written notice. Upon
termination of this Agreement, the Fund shall pay to X.X. Xxxxxx such
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compensation and any out-of-pocket or other reimbursable expenses which may
become due or payable under the terms hereof as of the date of termination or
after the date that the provision of services ceases, whichever is later. In the
event of late payment or non-payment, X.X. Xxxxxx shall have the right to retain
the records of the Fund until all fees and monies due X.X. Xxxxxx are paid.
8. NOTICES. Any notice required or permitted hereunder shall be in
writing and shall be deemed effective on the date of personal delivery (by
private messenger, courier service or otherwise) or upon confirmed receipt of
telex or facsimile, whichever occurs first, or upon receipt if by mail to the
parties at the following address (or such other address as a party may specify
by notice to the other):
If to the Fund:
JPMorgan Securities Lending Collateral
Investment Trust
00 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention:
Fax:
If to X.X. Xxxxxx:
X.X. Xxxxxx Investor Services Co.
00 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention:
Fax:
9. WAIVER. The failure of a party to insist upon strict adherence
to any term of this Agreement on any occasion shall not be considered a waiver
nor shall it deprive such party of the right thereafter to insist upon strict
adherence to that term or any term of this Agreement. Any waiver must be in
writing signed by the waiving party.
10. FORCE MAJEURE. X.X. Xxxxxx shall not be responsible or liable
for any harm, loss or damage suffered by the Fund, its investors, or other third
parties or for any failure or delay in performance of X.X. Xxxxxx'x obligations
under this Agreement arising out of or caused, directly or indirectly, by
circumstances beyond X.X. Xxxxxx'x control. In the event of a force majeure, any
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resulting harm, loss, damage, failure or delay by X.X. Xxxxxx will not give the
Fund the right to terminate this Agreement.
11. AMENDMENTS. This Agreement may be modified or amended from time
to time by mutual written agreement between the parties. No provision of this
Agreement may be changed, discharged, or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, discharge or termination is sought.
12. SEVERABILITY. If any provision of this Agreement is invalid or
unenforceable, the balance of the Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstance it shall nevertheless
remain applicable to all other persons and circumstances.
13. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE
SUBSTANTIVE LAWS OF THE STATE OF
NEW YORK.
14. CONFIDENTIALITY. In accordance with the Securities and Exchange
Commission's regulation S-P ("Regulation S-P"), nonpublic personal financial
information relating to consumers and customers of the Fund provided by, or at
the direction of the Fund to X.X. Xxxxxx, or collected or retained by X.X.
Xxxxxx in the course of performing its duties as transfer agent shall be
considered confidential information. X.X. Xxxxxx agrees that it shall not use
such confidential information for any purpose other than to carry out its
obligations under this Agreement, and further agrees that it shall not give,
sell or in any way transfer or disclose such confidential information to any
person or entity, other than (i) affiliates of X.X. Xxxxxx or third parties who
have entered into contractual arrangements with the Fund or with X.X. Xxxxxx,
and then only to the extent necessary to carry out the obligations under such
contractual arrangements, (ii) at the direction of the Fund, (iii) as required
by law or (iv) subject to (i) above, as permitted by law. X.X. Xxxxxx represents
that it has in place and shall maintain physical, electronic, and procedural
safeguards reasonably designed to protect the security, confidentiality and
integrity of, and to prevent unauthorized access to or use of records and
information related to consumers or customers of the Fund. X.X. Xxxxxx warrants
that it shall not disclose such confidential information to any person or entity
as permitted in the previous sentence unless such person or entity has agreed to
keep such information confidential. The Fund represents to X.X. Xxxxxx that it
has adopted a Statement of its privacy policies and practices as required by
Regulation S-P and agrees to provide X.X. Xxxxxx with a copy of that statement
annually.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first written above.
JPMORGAN SECURITIES LENDING
COLLATERAL INVESTMENT TRUST
By: /s/ Xxxxxx X. X. Xxxxx
--------------------------
Name: Xxxxxx X. X. Xxxxx
------------------------
Title: President
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X.X. XXXXXX INVESTOR SERVICES CO.
By: /s/ Xxxxxxxx X. Xxxxx
--------------------------
Name: Xxxxxxxx X. Xxxxx
------------------------
Title: President
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MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE A
FEES AND EXPENSES
TRANSFER AGENCY FEES
A. For the services rendered under this Agreement, the Fund shall
pay to X.X. Xxxxxx an annual fee based on the following
schedule:
$20,000, per Fund
B. Out-of-pocket expenses will be computed, billed and payable
monthly.
A-1
MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE B
DESCRIPTION OF TRANSFER AGENCY SERVICES
The following is a general description of the transfer agency services
X.X. Xxxxxx shall provide to the Fund.
A. SHAREHOLDER RECORDKEEPING. Maintain records showing for each
Fund shareholder the following: (i) name, address, appropriate
tax certification and tax identifying number; (ii) number of
shares of each fund, portfolio or class; (iii) historical
information including, but not limited to, dividends paid, date
and price of all transactions including individual purchases and
redemptions, based upon appropriate supporting documents; and
(iv) any dividend reinvestment order, application, specific
address, payment and processing instructions and correspondence
relating to the current maintenance of the account.
B. SHAREHOLDER ISSUANCE. Record the issuance of shares of each
Fund, portfolio or class. Except as specifically agreed in
writing with any Fund, X.X. Xxxxxx shall have no obligation when
countersigning and issuing and/or crediting shares to take
cognizance of any other laws relating to the issue and sale of
such shares except insofar as policies and procedures of the
Stock Transfer Association recognize such laws.
C. TRANSFER, PURCHASE AND REDEMPTION ORDERS. Process all orders for
the transfer, purchase and redemption of shares of each Fund in
accordance with such Fund's current prospectus and written
transfer agency policies and procedures agreed to from time to
time, including electronic transmissions which the Fund
acknowledges it has authorized, or in accordance with any
instructions of the Fund or its agents which X.X. Xxxxxx
reasonably believes to be authorized.
D. SHAREHOLDER COMMUNICATIONS. Transmit all communications by any
Fund to its shareholders promptly following the delivery by the
Fund of the material to be transmitted by mail, telephone,
courier service or electronically.
E. PROXY MATERIALS. Assist with the mailing or transmission of
proxy materials, tabulating votes, and compiling and certifying
voting results.
F. SHARE CERTIFICATES. If permitted by Fund policies, and if a
shareholder of a Fund requests a certificate representing
shares, X.X. Xxxxxx as Transfer Agent, will countersign and mail
a share certificate to the investor at his/her address as it
appears on the Fund's shareholder records.
B-1
G. SHAREHOLDER CORRESPONDENCE. Acknowledge all correspondence from
shareholders relating to their share accounts and undertake such
other shareholder correspondence as may from time to time be
mutually agreed upon.
H. TAX REPORTING. X.X. Xxxxxx shall issue appropriate shareholder
tax forms as required.
I. DIVIDEND DISBURSING. X.X. Xxxxxx will place wire transfers or
credit income and capital gain payments to shareholders. Each
Fund will advise X.X. Xxxxxx of the declaration of any dividend
or distribution and the record and payable date thereof at least
five (5) days prior to the record date. X.X. Xxxxxx will, on or
before the payment date of any such dividend or distribution,
notify the Fund's Custodian of the estimated amount required to
pay any portion of such dividend or distribution payable in
cash, and on or before the payment date of such distribution,
the Fund will instruct its Custodian to make available to X.X.
Xxxxxx sufficient funds for the cash amount to be paid out. If a
shareholder is entitled to receive additional shares by virtue
of any such distribution or dividend, appropriate credits will
be made to each shareholder's account.
J. ANTI-MONEY LAUNDERING SERVICES. Verify shareholder identity upon
opening new accounts where the subscription comes directly to
X.X. Xxxxxx. X.X. Xxxxxx will monitor, identify and report
shareholder transactions and identify and report suspicious
activities that are required to be so identified and reported,
and provide other required reports to the Securities and
Exchange Commission, the U.S. Treasury Department, the Internal
Revenue Service or each agency's designated agent, in each case
consistent with X.X Xxxxxx'x or the Fund's AML Program, as
provided to X.X. Xxxxxx and approved by X.X. Xxxxxx from time to
time ("AML Program"). X.X. Xxxxxx will place holds on
transactions in shareholder accounts or freeze assets in
shareholder accounts, as provided in the AML Program and create
documentation to provide a basis for law enforcement authorities
to trace illicit funds. X.X. Xxxxxx will maintain all records or
other documentation related to shareholder accounts and
transactions therein that are required to be prepared and
maintained pursuant to the AML Program, and make the same
available for inspection by (i) the designated AML Compliance
Officer, (ii) any auditor of the Fund's AML Program or related
procedures, policies or controls that have been designated by
the Fund in writing, or (iii) regulatory or law enforcement
authorities, and otherwise make said records or other documents
available at the direction of the designated AML Compliance
Officer.
B-2
