AMENDMENT NO. 2 TO
TRANSFER AGENCY AND SERVICES AGREEMENT
Amendment No. 2, dated as of September 30, 2003, to the Transfer Agency
and Services Agreement dated as of January 1, 2002 as amended August 20, 2002
(the "Agreement"), by and between ICM Series Trust, a Massachusetts business
trust, with its principal office and place of business at 00 Xxxxxx Xxxxx
Xxxxxx, Xxxxxx, XX 00000 (the "Trust"), and Forum Shareholder Services, LLC, a
Delaware limited liability company with its principal office and place of
business at Xxx Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxx 00000 ("Forum").
WHEREAS, the Trust must be in compliance with all applicable anti-money
laundering laws, regulations, rules and government guidance, including the
reporting, recordkeeping and compliance requirements of the Bank Secrecy Act
("BSA"), as amended by the USA PATRIOT Act of 2001 (together with its
implementing regulations, the "PATRIOT Act"), its implementing regulations, and
related governmental and self-regulatory organization rules and regulations (the
"AML Laws"); and
WHEREAS, subject to delegation of certain responsibilities to Forum, as
provided below, the Trust's program designed to implement the AML Laws ("AML
Program") is reasonably designed to ensure compliance in all material respects
with 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; and
WHEREAS, it is contemplated that the Trust's and Forum's AML Programs
will be amended from time to time, as additional regulations are adopted and/or
regulatory guidance is provided relating to the Trust's or Forum's anti-money
laundering responsibilities;
NOW THEREFORE, the Agreement is hereby amended as follows:
1. The Trust hereby delegates to Forum the performance, on behalf of
the Trust, of the services set forth in Appendix A to this Amendment (the "AML
Services") with respect to shareholder accounts maintained by Forum pursuant to
the Agreement; and subject to the terms and conditions of the Agreement and this
Amendment, Forum accepts this delegation and agrees to perform the AML Services
in accordance with the Trust's and Forum's AML Program and to cooperate with the
Trust's AML Compliance Officer in the performance of its responsibilities
hereunder.
2. Forum agrees to notify the Trust of any change to Forum's AML
Program that may materially impact the Trust's anti-money laundering program.
3. Forum agrees to notify the Trust promptly about any detected unusual
or suspicious activities involving accounts of Trust shareholders pursuant to
Forum's AML Program. The Trust agrees to notify Forum promptly about any
detected unusual or suspicious activities involving accounts of Trust
shareholders.
4. 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. Forum 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.
5. The terms of this Amendment No. 2 do hereby supersede the
terms of Amendment No. 1 to the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment 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.
ICM SERIES TRUST
By: /S/ XXXXXX X. XXXXXXXX
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Xxxxxx X. Xxxxxxxx
President
FORUM SHAREHOLDER SERVICES, LLC
By: /S/ XXXX X. XXXXXXXX
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Xxxx X. Xxxxxxxx
Director
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APPENDIX A
AML SERVICES
With respect to transactions in shares in the Trust for which Forum maintains
the applicable shareholder information, Forum shall:
(a) Review and submit all shareholder financial and non-financial transactions
through the Office of Foreign Assets Control ("OFAC") Database (and such other
lists or databases as may be required from time to time by applicable regulatory
authorities), 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 Forum's AML Programs.
(d) Place holds on transactions in shareholder accounts or freeze assets in
shareholder accounts, as provided in the Trust's and Forum's AML Programs and in
accordance with the Act and OFAC.
(e) Adopt risk-based procedures for verifying the identity of each customer to
the extent reasonable and practicable, in accordance with Section 326 of the
PATRIOT Act.
(f) Follow the Trust's policy, which may change from time to time, with respect
to the acceptance of cash equivalents and third party checks.
(g) Follow the Trust's 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 Forum'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.
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