ADDENDUM TO THE TRANSFER AGENT SERVICING AGREEMENT
ADDENDUM TO THE
THIS ADDENDUM dated as of this 1st day of May, 2009 to the Transfer Agent Servicing Agreement, dated as of July 1, 2005, (the “Transfer Agent Agreement”) is entered into by and between THE XXXXXX PORTFOLIO, INC., an Oregon corporation (the “Company” or the “Fund”) 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 3 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 11 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 3 of the Transfer Agent Agreement as provided below:
3. 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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(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.
| COMPANY | U.S. BANCORP FUND SERVICES, LLC |
| By /s/ Xxxxxx X.X. XxXxxx | By: /s/ Xxxxxxx X. XxXxx |
| Name: Xxxxxx X.X. XxXxxx | Name: Xxxxxxx X. XxXxx |
| Title: President | Title: Executive Vice President |
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