ADDENDUM TO THE TRANSFER AGENT SERVICING AGREEMENT
ADDENDUM
TO THE
THIS
ADDENDUM dated as of this 29th day of June, 2009, to the Transfer Agent
Servicing Agreement, dated as of January 29, 1991, as amended as of October 31,
2000, December 15, 2003 and March 16, 2006 (the “Transfer Agent Agreement”) is
entered into by and between BRANDYWINE BLUE FUND, INC., a
Maryland corporation (the "Company") and U.S. BANCORP FUND SERVICES,
LLC, a Wisconsin limited liability company ("USBFS").
RECITALS
WHEREAS, the Company and USBFS
entered into a Transfer Agent Agreement; and
WHEREAS, the Company and USBFS
desire to modify Section 8 of the Transfer Agent Agreement regarding the
Anti-Money Laundering Program to add references to the Red Flag Identity Theft
Prevention Program; and
WHEREAS, Section 9 of the
Transfer Agent Agreement allows for its modification by a written instrument
executed by both parties.
NOW, THEREFORE, the Company
and USBFS agree to modify Section 8 of the Transfer Agent Agreement as provided
below:
8. The
Company acknowledges that it has had an opportunity to review, consider and
comment upon the written procedures provided by USBFS describing various tools
used by USBFS which are designed to promote the detection and reporting of
potential money laundering activity by monitoring certain aspects of shareholder
activity as well as written procedures for verifying a customer’s identity
(collectively, the “Procedures”). Further, the Company has determined
that the Procedures, as part of the Company’s overall anti-money laundering
program and the Red Flag Identity Theft Prevention program, are reasonably
designed to prevent the Fund from being used for money laundering or the
financing of terrorist activities and to achieve compliance with the applicable
provisions of the Fair and Accurate Credit Transactions Act of 2003 and the USA
Patriot Act of 2001 and the implementing regulations thereunder.
Based on
this determination, the Company hereby instructs and directs USBFS to implement
the Procedures on the Company’s behalf, as such may be amended or revised from
time to time. It is contemplated that these Procedures will be
amended from time to time by the parties as additional regulations are adopted
and/or regulatory guidance is provided relating to the Company’s anti-money
laundering and identity theft responsibilities.
USBFS
agrees to provide to the Company:
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(a)
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Prompt
written notification of any transaction or combination of transactions
that USBFS believes, based on the Procedures, evidence money laundering or
identity theft activities in connection with the Company or any
shareholder of the Fund;
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1
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(b)
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Prompt
written notification of any customer(s) that USBFS reasonably believes,
based upon the Procedures, to be engaged in money laundering or identity
theft activities, provided that the Company agrees not to communicate this
information to the customer;
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(c)
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Any
reports received by USBFS from any government agency or applicable
industry self-regulatory organization pertaining to USBFS’s anti-money
laundering monitoring or the Red Flag Identity Theft Prevention Program on
behalf of the Company;
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(d)
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Prompt
written notification of any action taken in response to anti-money
laundering violations or identity theft activity as described in (a), (b)
or (c); and
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(e)
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Certified
annual and quarterly reports of its monitoring and customer identification
activities on behalf of the
Company.
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The
Company hereby directs, and USBFS acknowledges, that USBFS shall (i) permit
federal regulators access to such information and records maintained by USBFS
and relating to USBFS’s implementation of the Procedures, on behalf of the
Company, as they may request, and (ii) permit such federal regulators to inspect
USBFS’s implementation of the Procedures on behalf of the Company.
Except to
the extent amended hereby, the Transfer Agent Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the
parties hereto have caused this Addendum to be executed by a duly authorized
officer on one or more counterparts as of the date and year first written
above.
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COMPANY
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U.S.
BANCORP FUND SERVICES, LLC
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By:
/s/ Xxxxx Xxxxxxxx
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By:/s/
Xxxxxxx X. XxXxx
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Name:
Xxxxx Xxxxxxxx
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Name:
Xxxxxxx X. XxXxx
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Title:
Vice President
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Title:
Executive Vice President
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