AML AMENDMENT TO TRANSFER AGENCY AND SERVICES AGREEMENT
The Advisors' Inner Circle Fund (the "Trust") and Forum Shareholder
Services, LLC ("FSS") are parties to an agreement dated as of October 1, 2000,
as amended and restated February 21, 2001 (the "Agreement") under which FSS
performs certain transfer agency and/or recordkeeping services for the Trust.
In connection with the enactment of the USA PATRIOT Act of 2001 and the
regulations promulgated thereunder (collectively the Act"), the Trust is
required to adopt an Anti-Money Laundering ("AML") Program. The Trust and FSS
agree to amend the Agreement to delegate to FSS certain responsibilities in
connection with the Act and- the Trust' AML Program, as further set forth below.
1. Adoption of Program; Delegation to FSS
(a) The Trust acknowledges that it is a financial institution subject to the Act
and the Bank Secrecy Act (collectively, the "AML Acts"). The Trust has adopted,
and agrees to comply with, a written AML Program and has appointed an AML
Compliance Officer, each of which actions have been approved by the Board of
Trustees of the Trust (the "Board"). Subject to delegation of certain
responsibilities to FSS, as provided below, the Trust's AML Program is
reasonably designed to ensure compliance in all material respects with the AML
Acts and applicable regulations adopted thereunder (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.
(b) The Trust hereby delegates to FSS the performance, on behalf of the Trust,
of the services set forth in SCHEDULE A to this Amendment (the "AML Services")
with respect to the shareholder accounts maintained by FSS pursuant to the
Agreement (including, as and to the extent set forth in Schedule A, direct
accounts; accounts maintained through FUND/SERV and Networking; and omnibus
accounts); and, subject to the terms and conditions of the Agreement and this
Amendment, including Section 2(d) below, FSS accepts this delegation and agrees
to perform the AML Services in accordance with the Trust's and FSS' AML Program
and to cooperate with the Trust's AML Compliance Officer (as defined below) in
the performance of its responsibilities hereunder.
(c) 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. FSS 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.
(d) The Trust recognizes that the performance of the AML Services involves the
exercise of discretion, which in certain circumstances may result in
consequences to the Trust and its shareholders (such as in the case of the
reporting of suspicious activities and the freezing of shareholders). The Trust
authorizes FSS to take such actions in the performance of the AML Services as
FSS deems appropriate and consistent with the Trust's AML Program and Applicable
AML Laws.
2. Exceptions to Procedures; Amendments
(a) The Trust acknowledges and agrees that any deviation from FSS' written
transfer agent compliance procedures (an "Exception") may involve substantial
risk of loss. FSS may in its sole discretion refuse to accept any request by the
Trust that FSS make an Exception to any written compliance or transfer agency
procedures adopted by FSS, or adopted by the Trust and approved by FSS
(including any requirements of the Trust's AML PROGRAM).
(b) Exception requests may only be made in a writing signed by an
authorized representative of the Trust (OTHER THAN an employee of FSS), provided
that an exception concerning the requirements of the Trust's AML Program must be
signed by the Trust's anti-money laundering compliance officer ("AML Compliance
Officer"). Approved exceptions shall become effective when and only if set forth
in a written acceptance of the Exception signed by FSS' Director or FSS' AML
Compliance Officer. An Exception is effective only on a transaction by
transaction basis.
(c) Notwithstanding any provision of the Agreement or this Amendment to the
contrary, as long as FSS acts in good faith and without gross negligence, FSS
shall have no liability for any loss, liability, expenses or damages to the
Trust resulting from an Exception.
(d) The Trust's AML Officer shall provide forty-five (45) days prior
written notice of any amendment to the Trust's AML Program that would have a
material impact upon the AML Services to be provided by FSS, and any services
required to be provided by FSS pursuant to such amendment shall be considered an
Exception until the consent of FSS, which shall not be unreasonably withheld, is
obtained.
3. Representations and Warranties; Documents and Information; Access
(a) The Trust represents and warrants that (i) the Trust has adopted a written
AML Program, and has appointed the Trust's AML Compliance Officer, (ii) the AML
Program and the designation of the AML Officer have been approved by the Board
of Trustees of the Trust (the "Board"); and (iii) the delegation to FSS of the
AML Services has been approved by the Board.
(b) FSS represents and warrants to the Trust that (1) it has adopted and will
maintain a written program concerning the anti-money laundering services it
provides to its various clients; (2) its policies and procedures are reasonably
adequate for it to provide the AML Services and comply with its obligations
under this Amendment; (3) it shall conduct (or have a third party conduct) an
independent review of its AML Program at least annually and provide the report
of such independent review to the Trust; (4) it shall maintain an ongoing
training program with respect to its own personnel; and (5) it shall maintain an
AML compliance officer to administer the servicing of those aspects of the
Trust's AML Program that have been expressly delegated to FSS.
(c) The Trust agrees to furnish FSS with such information and documents as may
be reasonably requested by FSS from time to time to provide the AML Services.
The Trust agrees to notify FSS promptly about any known suspicious activities
related to open accounts.
(d) FSS agrees to furnish the Trust its written program concerning anti-money
laundering services rendered by FSS to its various clients. FSS agrees to notify
the Trust of any change to its anti-money laundering program that would
materially impact the Trust's AML Program.
(e) FSS shall grant reasonable access to each of the Trust, the AML Compliance
Officer, and regulators having jurisdiction over the Trust, to the books and
records maintained by FSS and related to the AML Services, and shall permit
federal examiners to inspect FSS for purposes of the Trust's AML Program.
Records may be edited or redacted to maintain confidentiality of materials
related to other clients of FSS. FSS shall make its relevant personnel available
to meet or speak with the Board concerning the AML Services at least annually or
at such other intervals as may be reasonably necessary or appropriate.
4. Expenses
In consideration of the performance of the foregoing duties, the Trust agrees to
pay FSS for the reasonable administrative expense and out of pocket costs that
may be assoicated with such additional duties. The terms of the Agreement shall
apply with respect to the payment of such expense in the same manner and to the
same extent as any other expenses incurred under the Agreement.
5. Miscellaneous
(a) This Amendment supplements and amends the Agreement. The provisions set
forth in this Amendment supersede all prior negotiations, understandings and
agreements bearing upon the subject matter covered herein, including any
conflicting provisions of the Agreement or any provisions of the Agreement that
directly cover or indirectly bear upon matters covered under this Amendment.
(b) Each reference to the Agreement in the Agreement (as it existed prior to
this Amendment) and in every other agreement, contract or instrument to which
the parties are bound, shall hereafter be construed as a reference to the
Agreement as amended by this Amendment. Except as provided in this Amendment,
the provisions of the Agreement remain in full force and effect (including,
without limitation, the term of the Agreement). No amendment or modification to
this Amendment shall be valid unless made in writing and executed by both
parties hereto.
(c) Section and paragraph headings in this Amendment are included for
convenience only and are not to be used to construe or interpret this Amendment.
(d) This Amendment may be executed in counterparts, each of which shall be an
original but all of which, taken together, shall constitute one and the same
agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed all as of the day and year first above written.
ADVISORS' INNER CIRCLE FUNDS FORUM SHAREHOLDER SERVICES, LLC
By: /s/ Xxxxxxx X. Xxxxxxx By:
----------------------------- [SIGNATURE OMITTED]
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Title: V.P Title: Director
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Date: 5/12/03 Date: May 16, 2003
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SCHEDULE A
AML SERVICES
With respect to the beneficial ownership of, and transactions in, shares in the
Fund for which the Transfer Agent maintains the applicable shareholder
information, the Transfer Agent shall:
(a) Review and submit all shareholder financial and non-financial transactions
through the Office of Foreign Assets Control 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 FSS' AML Programs.
(d) Place holds on transactions in shareholder accounts or freeze assets in
shareholder accounts, as provided in the Trusts' and FSS' AML Programs and in
accordance with the Act and OFAC.
(C) If and to the extent required by applicable law, ensure that shareholder
accounts are not opened until shareholders have been properly identified, their
identifying information has been verified, and all reasonable and practicable
steps have been taken in accordance with applicable law to ensure that such
shareholder's funds are not derived from any illicit activity.
(f) Follow the Funds' policy, which may change from time to time, with respect
to the acceptance of cash equivalents, including 3rd party checks.
(g) Follow the Funds' 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 FSS' 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.
NOTES: As concerns Networking Level III accounts and omnibus account, the AML
Services performed by FSS are subject to a more limited scope, as contemplated
under the interim final rule of the Department of the Treasury, 31 CFR 103,
effective APRIL 24,2002 (the "Interim Final Rule").
In the event that FSS detects suspicious activity or A "positive" hit as a
result of the foregoing procedures, which necessitates the filing by FSS of a
suspicious activity report, or other similar report or notice to FinCEN or to
OFAC, then FSS shall also immediately notify the Trust's AML Compliance Officer,
unless prohibited by applicable law.
