Exhibit 99.(h)(4)
FIRST ADDENDUM TO
TRANSFER AGENCY AND SERVICE AGREEMENT
ADDENDUM, entered into this 30th day of September, 2003 by and between
XXXXXX ASSOCIATES INVESTMENT TRUST (hereinafter the "Trust") and CDC IXIS ASSET
MANAGEMENT SERVICES, INC. (formerly NVEST SERVICES COMPANY, INC., hereinafter
the "Transfer Agent").
WHEREAS, the Trust and the Transfer Agent are parties to a Transfer
Agency and Service Agreement dated as of September 1, 1999, as amended on June
12, 2001, ("Agreement") pursuant to which the Transfer Agent acts as transfer
agent, disbursing agent, and agent in connection with certain other activities
on behalf of the Trust, and the Transfer Agent has the authority to engage
Boston Financial Data Services, Inc. (the "Sub-Transfer Agent") to perform
certain transfer agency services for the Trust under the Agreement.
WHEREAS, the USA PATRIOT Act of 2001 and the regulations promulgated
thereunder (collectively the "PATRIOT Act") has imposed new anti-money
laundering requirements on financial institutions, including mutual funds;
WHEREAS, the Securities and Exchange Commission and U.S. Treasury
jointly adopted Customer Identification Program ("CIP") rules (the "CIP Rules")
for mutual funds relating to the PATRIOT Act;
WHEREAS, the Trust recognizes the importance of complying with the
PATRIOT Act and the Trust has developed and implemented a written anti-money
laundering program (the "Trust's AML Program") which is designed to satisfy the
requirements of the PATRIOT Act, and includes a CIP that satisfies the
requirements of the CIP Rules (the "Trust's CIP");
WHEREAS, the PATRIOT Act authorizes a mutual fund to delegate to a
service provider, including its transfer agent, the implementation and operation
of aspects of the fund's anti-money laundering program; and
WHEREAS, the CIP Rules authorize a mutual fund to delegate to a
financial institution that is subject to a rule implementing the anti-money
laundering requirements of the PATRIOT Act and regulated by a federal functional
regulator, the implementation and operation of aspects of the fund's CIP
program;
WHEREAS, the Trust desires to delegate to the Transfer Agent the
implementation and operation of certain aspects of the Trust's AML Program and
the Transfer Agent accepts such delegation; and
WHEREAS, the Trust desires to delegate to the Transfer Agent the
implementation and operation of certain aspects of the Trust's CIP and the
Transfer Agent accepts such delegation and the Transfer Agent will engage the
Sub-Transfer Agent to perform such CIP Procedures.
NOW THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements hereinafter contained, the parties hereby agree to
amend the Agreement, pursuant to the terms thereof, as follows:
1. DEFINITIONS. As used in this Addendum, the following terms have the
following meanings:
(A) "Fund Account" means any contractual or other business relationship
between the Trust and a Fund Customer, defined below, established to effect
transactions in securities issued by the Trust, including the purchase and sale
of such securities.
(B) "Fund Customer" means (i) a person that opens a new Fund Account and
(ii) any individual who opens a Fund Account for (a) an individual who lacks
legal capacity (such as a minor) or (b) an entity that is not a legal person
(such as a civic club), but the term does not include those persons excluded
from the definition of "customer" by paragraph (a)(2)(ii) of 31 CFR Part
103.131.
2. TERMS. Capitalized terms used, but not defined, herein shall have the
meanings given to them in the Agreement.
3. ANTI-MONEY LAUNDERING PROGRAM. The Transfer Agent shall implement
anti-money laundering procedures on behalf of the Trust (the "AML Procedures"),
as such procedures have been agreed upon by the Transfer Agent and the Trust,
and as may be amended from time to time. The Transfer Agent shall provide the
Trust with reasonable access to all records related to the AML Procedures and
shall take further action as may reasonably be requested by the Trust to
facilitate compliance with the AML Procedures.
4. CUSTOMER IDENTIFICATION PROGRAM. On and after October 1, 2003 through
the term of the Agreement, the Transfer Agent shall implement CIP procedures on
behalf of the Trust (the "CIP Procedures"), as such procedures have been agreed
upon by the Transfer Agent and the Trust, and as may be amended from time to
time. The Transfer Agent shall provide the Trust with reasonable access to all
records related to the establishment and maintenance of Fund Accounts that have
been retained in compliance with the CIP Procedures and shall take such further
action as may reasonably be requested by the Trust to facilitate compliance with
the CIP Procedures. The Trust shall provide adequate notice to Fund Customers
that the Trust is requesting information to verify their identities.
5. CERTIFICATION. The Transfer Agent shall certify to the Trust at least
annually, that the Transfer Agent has implemented the Trust's AML Program and
the specific requirements of the Trust's CIP.
6. INTERPRETATION AND EFFECT ON AGREEMENT. The foregoing provisions of
this Addendum shall not be construed to limit the Transfer Agent's other
obligations under the Agreement. The provisions of this Addendum, including
without limitation the definitions of "Fund Account" and "Fund Customer," shall
be interpreted in accordance with any amendment to 31 CFR Part 103.131 and any
guidance issued by the Securities
and Exchange Commission, the Department of Treasury or any other governmental
agency.
7. CONSENT TO EXAMINATION. The Trust hereby directs, and the Transfer
Agent acknowledges, that the Transfer Agent shall (a) permit federal regulators
access to such information and records maintained by the Transfer Agent and
related to the Transfer Agent's implementation of the AML Procedures on behalf
of the Trust, as the Trust may request, (b) permit such federal regulators to
inspect the Transfer Agent's implementation of the AML Procedures on behalf of
the Trust, and (c) disclose the results of any such governmental examination to
the Trust.
8. MISCELLANEOUS. This First Addendum may be executed in any number of
counterparts, each of which shall be considered an original, but all of which
shall together constitute one and the same instrument. All section headings in
this First Addendum are solely for convenience of reference, and do not affect
the meaning or interpretation of this First Addendum. All provisions of the
Agreement not deleted, amended or otherwise modified herein shall remain in full
force and effect. In the event of any inconsistency between this First Addendum
and the Agreement, this First Addendum shall control.
IN WITNESS WHEREOF, each of the parties has caused this Addendum to be
executed in its name and on its behalf by its duly authorized representative as
of the date first above written.
CDC IXIS ASSET MANAGEMENT SERVICES, INC.
By: /s/ Xxxxxxxxxxx X. Xxxxxx
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Name: Xxxxxxxxxxx X. Xxxxxx
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Title: President
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XXXXXX ASSOCIATES INVESTMENT TRUST
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
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Title: Executive Vice President
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