SUPPLEMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT
Exhibit (g)(4)
SUPPLEMENT
TO
The
Transfer Agency and Service Agreement dated as of July 1, 2010 (the “Agreement”)
by and between State Street
Bank and Trust Company (the “Bank”), a Massachusetts trust company, and
each of the mutual funds listed on the attached Appendix A (each a “Fund”),
which may be amended from time to time, is hereby supplemented as of July 1,
2010 in the manner set forth below:
WHEREAS,
the USA PATRIOT Act of 2001, and the regulations and rules promulgated
thereunder (collectively, the “USA PATRIOT Act”), imposes anti-money laundering
requirements on financial institutions;
WHEREAS,
the Bank has developed and implemented written anti-money laundering policies
(the “Bank's AML Program”) pursuant to the Bank Secrecy Act, as amended by the
USA PATRIOT Act;
WHEREAS
the Bank’s AML Program incorporates customer identification procedures (“CIP”)
and Office of Foreign Asset Control (“OFAC”) compliance and is reasonably
designed to satisfy the relevant requirements of the Bank Secrecy Act, as
amended by the USA PATRIOT Act;
WHEREAS,
the Fund is permitted under applicable law and regulation to delegate certain
aspects of its AML obligations to a suitable third-party service
provider;
WHEREAS,
the Fund desires to delegate to the Bank the performance of certain AML
functions (the “Delegated Functions”) and the Bank desires to accept such
delegation.
NOW
THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements hereinafter contained, the parties hereby agree to supplement the
Agreement pursuant to the terms thereof by adding the following
provisions:
1. Duties:
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1.1
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Duties of the
Fund. The Fund shall perform the following
functions:
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(a)
Notice. The
Fund or its agent shall provide notice to the Fund’s prospective investors that
information is being requested to verify their identity in order to combat money
laundering and terrorist financing.
(b) Information
Collection. The Fund or its agent, which may be the Bank,
shall obtain identifying information from each of its investors (each a “Fund
Investor”), under applicable laws and regulations, which
includes,
at a
minimum: (i) name, (ii) date of birth (if applicable), (iii) address and (iv) a
taxpayer identification number, an Individual/ International Taxpayer
Identification Number or other government-issued identifier for individuals and
equivalent information for entities.
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1.2
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Functions Delegated to
the Bank. The Bank shall perform the following
functions:
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(a) OFAC
Compliance. The Bank shall screen the name and address
information of new and existing Fund Investors against lists of known or
suspected terrorists or terrorist organizations made available to the Bank in
accordance with the Bank’s AML Program and all U.S. federal government
directives related to such lists. These lists include, but are not
limited to, those prepared by the OFAC of the U.S. Department of the Treasury
which administers and enforces economic and trade sanctions against targeted
foreign countries, terrorism sponsoring organizations and international
narcotics traffickers based on U.S. foreign policy and national security
goals. Such screening shall occur in accordance with the Bank’s AML
Program. In the event that a new or existing Fund Investor matches a
name contained on one of the foregoing lists and the Bank cannot resolve such
match in accordance with the Bank’s AML Program, the Bank shall not accept such
Fund Investor’s subscription or shall freeze such Fund Investor’s subscription
funds unless directed otherwise by a U.S. federal government agency and will
immediately inform the Fund’s Designated Contact (as defined below) of the
foregoing circumstances who shall take such other action as may be required by
applicable law or regulation.
(b) Identity Verification for
Fund Investors. The Bank shall be responsible for verifying
the CIP information of any prospective Fund Investor as recorded on the Bank’s
Transfer Agent record keeping systems. To the extent the Bank’s CIP
Program requires documentary identity verification for any Fund Investor, such
as government-issued identification cards, the Bank shall ensure that such
information or documentation is requested. In the event that
insufficient information or documentation is provided by the prospective Fund
Investor, the Bank shall immediately contact the Fund’s Designated Contact to
seek further instructions.
(c)
Transaction Monitoring
and Suspicious Activity Reporting. The Bank shall maintain
internal control procedures to monitor transactions in Fund Investor accounts
using a risk-based approach. The Bank shall use the definitions
provided in the applicable rules and regulations promulgated under the Bank
Secrecy Act to determine what activity may be suspicious. Any
suspicious activity identified shall be reported to the Bank’s AML Compliance
Officer who shall take the necessary action under the Bank’s AML Program and
provide the Fund’s Designated
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Contact
with all available information related to the activity in
question. The Bank’s AML Officer will determine whether it is
appropriate to file a SAR on behalf of the Bank.
(d) Recordkeeping. The
Bank will create and retain the records required by its AML Program and document
the performance of the Delegated Functions in accordance with, and for the
periods required by, applicable U.S. law or regulation.
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2.
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Certifications.
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2.1
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The
Bank shall certify to the Fund, on an annual basis and in such form as the
Bank and the Fund may mutually agree upon,
that:
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(a) it
has established an AML Program which is reasonably designed to the Bank Secrecy Act, as amended by the USA
PATRIOT Act, and other applicable U.S. rules and regulations;
(b) it
has designated an individual or individuals responsible for implementing and
monitoring its AML Program;
(c) it
has provided, and will continue to provide, ongoing training for the appropriate
personnel with respect to its AML Program;
(d) it
provides for periodic, but at a minimum annual, independent testing of its AML
Program;
(e) it
has performed the functions it has agreed to perform pursuant to this
Agreement.
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2.2
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Upon
request, which generally will not exceed more than once annually, the Fund
shall certify to the Bank in such form as the Bank and the Fund may
mutually agree upon, that:
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(a) the
Fund understands that the Bank’s AML Program was developed and implemented, and
will be maintained, in accordance with the U.S. Bank Secrecy Act, as amended by
the USA PATRIOT Act; and
(b) the
Fund and its Directors agree that none of them will knowingly act or fail to act
in a manner that violates or is inconsistent with the Bank’s AML
Program.
3. Consent to
Examination
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3.01
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Upon
reasonable request, the Bank will provide to the fullest extent permitted
by U.S. law, the Fund or its authorized agents with
reasonable
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access
to information obtained and held with respect to Fund Investors or to
satisfy themselves of the suitability of the Bank to act as their delegate
and reliability of the Bank's systems and procedures to ensure compliance
with applicable U.S. anti-money laundering regulations. The
Fund will reimburse the Bank for reasonable expenses incurred in providing
such access.
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3.02
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Each
party further understands and acknowledges that the records maintained for
the Bank’s AML Program may be subject, from time to time, to examination
and/or inspection by U.S. federal regulators or the Bank’s auditors as
part of the periodic testing of the Bank’s AML
Program.
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3.03
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In
addition, each party understands and acknowledges that the records
maintained by the Bank with respect to the Delegated Functions may be
subject, from time to time, to examination and/or inspection by the Fund’s
regulatory authorities. For purposes of such examination and/or
inspection, the Bank will use its best efforts to make available during
normal business hours, all required records and information concerning the
Delegated Functions that the Bank performs under this agreement for review
by such regulatory authorities. The Fund shall provide the Bank
with notice of any pending or planned examinations and/or inspections as
soon as practicable after the Fund is
notified.
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4. No Delegation of Anti-Money
Laundering Responsibility
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4.01
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The
Fund and the Bank understand and agree that, notwithstanding the ability
of the Fund to delegate the maintenance of the Delegated Functions to the
Bank, the Fund shall be ultimately responsible for ensuring that it is
compliant with its own anti-money laundering
obligations.
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4.02
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The
Fund and the Bank understand and agree that, notwithstanding the Bank’s
agreement to perform the Delegated Functions, (i) the Bank will only be
responsible for performing the Delegated Functions and (ii) the Bank shall
be ultimately responsible for, and have complete discretion in, ensuring
that it is compliant with its own anti-money laundering
obligations.
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5. Miscellaneous
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5.1
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This
Supplement to the Transfer Agency and Service Agreement (the “Supplement”)
(i) applies solely to the subject matter discussed herein and (ii)
constitutes the entire agreement between the parties hereto and supersedes
any prior agreement with respect to the subject matter hereof whether oral
or written. In all other regards, the terms and provisions of
the Transfer Agency and Service Agreement between the parties hereto shall
continue to apply with full force and
effect.
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5.2
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This
Agreement shall become effective on the date of its execution and shall
remain in full force and effect for a period of two (2) years from the
effective date (the “Initial Term”) and shall automatically continue in
full force and effect after the Initial Term. Either party or
the Board may terminate this Agreement at any time after the Initial Term
upon at least sixty (60) days’ prior written notice to the other party.
Further, this Supplement will terminate automatically upon any termination
of said Transfer Agency and Service
Agreement.
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5.3
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The
parties acknowledge that the obligations of the Funds hereunder are
several and not joint, that no Fund shall be liable for any amount owing
by another Fund and that the Funds have executed one instrument for
convenience only.
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5.4
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Each
party represents to the other that the execution and delivery of this
Supplement has been duly
authorized.
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THE
REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.
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IN
WITNESS WHEREOF, each of the parties has caused this Supplement to be executed
in its name and behalf by its duly authorized representative.
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STATE
STREET BANK AND TRUST COMPANY
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By:
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/s/ Xxxxxxx Xxxxxxxx
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Name:
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Xxxxxxx Xxxxxxxx
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Title:
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Senior Vice
President
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On behalf
of each Fund listed on Appendix A
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By:
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R. Xxxx Xxxxxxx
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Name:
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R. Xxxx Xxxxxxx
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Title:
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President
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APPENDIX
A
LIST OF
INTERNATIONAL STRATEGY & INVESTMENT FUNDS
Total
Return U.S. Treasury Fund, Inc.
Managed
Municipal Fund, Inc.
North
American Government Bond Fund, Inc.
ISI
Strategy Fund, Inc.
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