Exhibit 99.3
TRANSFER AGENCY AGREEMENT
XXXXXX XXXXXXX INSTITUTIONAL FUND, INC.
NOVEMBER 1, 2004
TABLE OF CONTENTS
PAGE
1. Appointment 1
2. Representations and Warranties 1
3. Delivery of Documents 3
4. Services Provided 4
5. Fees and Expenses 5
6. Limitation of Liability and Indemnification 7
7. Term 9
8. Notices 9
9. Waiver 10
10. Force Majeure 10
11. Amendments 10
12. Severability 10
13. Governing Law 10
14. Confidentiality 11
Signatures 11
Schedule A -- Fees and Expenses A-1
Schedule B -- Transfer Agency Services Description B-1
-i-
TRANSFER AGENCY AGREEMENT
AGREEMENT made as of November 1, 2004 by and between XXXXXX XXXXXXX
INSTITUTIONAL FUND, INC. (the "Fund"), a Maryland corporation and X.X. XXXXXX
INVESTOR SERVICES CO. ("X.X. Xxxxxx"), a Delaware corporation.
W I T N E S S E T H:
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, X.X. Xxxxxx is a service company which provides transfer agency
and other services to investment companies and others;
WHEREAS, the Fund wishes to contract with X.X. Xxxxxx to provide certain
transfer agency services to the Fund; and
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Fund hereby appoints X.X. Xxxxxx to provide services
for the Fund, as described hereinafter, subject to the supervision of the Board
of Directors of the Fund (the "Board"), for the period and on the terms set
forth in this Agreement. X.X. Xxxxxx accepts such appointment and agrees to
furnish the services herein set forth in return for the compensation as provided
in Section 5 of and Schedule A to this Agreement.
2. REPRESENTATIONS AND WARRANTIES.
(a) X.X. Xxxxxx represents and warrants to the Fund that:
(i) X.X. Xxxxxx is a corporation, duly organized and
existing under the laws of the State of Delaware;
(ii) X.X. Xxxxxx is duly qualified to carry on its
business in the Commonwealth of Massachusetts;
(iii) X.X. Xxxxxx is empowered under applicable laws and by
its Articles of Incorporation and By-Laws to enter into and perform this
Agreement;
(iv) all requisite corporate proceedings have been taken
to authorize X.X. Xxxxxx to enter into and perform this Agreement;
(v) X.X. Xxxxxx has, and will continue to have, access to
the facilities, personnel and equipment required to fully perform its duties and
obligations hereunder;
(vi) no legal or administrative proceedings have been
instituted or threatened which would impair X.X. Xxxxxx'x ability to perform its
duties and obligations under this Agreement; and
(vii) X.X. Xxxxxx'x entrance into this Agreement shall not
cause a material breach or be in material conflict with any other agreement or
obligation of X.X. Xxxxxx or any law or regulation applicable to X.X. Xxxxxx;
(b) The Fund represents and warrants to X.X. Xxxxxx that:
(i) the Fund is a corporation, duly organized and
existing and in good standing under the laws of Maryland;
(ii) the Fund is empowered under applicable laws and by
its Articles of Incorporation and By-Laws to enter into and perform this
Agreement;
(iii) all requisite proceedings have been taken to
authorize the Fund to enter into and perform this Agreement;
(iv) the Fund is an investment company properly registered
under the 1940 Act;
(v) a registration statement under the Securities Act of
1933, as amended ("1933 Act") and the 1940 Act on Form N-1A has been filed and
is effective and will remain effective during the term of this Agreement, and
all necessary filings under the laws of the states will have been made and will
be current during the term of this Agreement;
(vi) no legal or administrative proceedings have been
instituted or threatened which would impair the Fund's ability to perform its
duties and obligations under this Agreement;
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(vii) the Fund's registration statements comply in all
material respects with the 1933 Act and the 1940 Act (including the rules and
regulations thereunder) and none of the Fund's prospectuses and/or statements of
additional information contain any untrue statement of material fact or omit to
state a material fact necessary to make the statements therein not misleading;
and
(viii) the Fund's entrance into this Agreement shall not
cause a material breach or be in material conflict with any other agreement or
obligation of the Fund or any law or regulation applicable to it.
3. DELIVERY OF DOCUMENTS. The Fund will promptly furnish to X.X. Xxxxxx
such copies, properly certified or authenticated, of contracts, documents and
other related information that X.X. Xxxxxx may request or requires to properly
discharge its duties. Such documents may include but are not limited to the
following:
(a) Resolutions of the Board authorizing the appointment of X.X.
Xxxxxx to provide certain services to the Fund and approving this Agreement;
(b) The Fund's Articles of Incorporation;
(c) The Fund's By-Laws;
(d) The Fund's Notification of Registration on Form N-8A under the
1940 Act as filed with the Securities and Exchange Commission ("SEC");
(e) The Fund's registration statement including exhibits, as
amended, on Form N-1A (the "Registration Statement") under the 1933 Act and the
1940 Act, as filed with the SEC;
(f) Copies of the Investment Advisory Agreement between the Fund and
its investment adviser (the "Advisory Agreement");
(g) Opinions of counsel and auditors' reports; and
(h) The Fund's prospectus(es) and statement(s) of additional
information relating to all funds, series, portfolios and classes, as
applicable, and all amendments and supplements thereto (such prospectus(es) and
statement(s) of additional information and supplements thereto, as presently in
effect and as from time to time hereafter amended and supplemented, herein
called the "Prospectuses").
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4. SERVICES PROVIDED.
(a) X.X. Xxxxxx will provide the following services subject to the
control, direction and supervision of the Board and in compliance with the
objectives, policies and limitations set forth in the Fund's Registration
Statement, Articles of Incorporation and By-Laws; applicable U.S. laws and
regulations; and all resolutions and policies implemented by the Board, of which
X.X. Xxxxxx has been notified by the Fund:
(i) Transfer Agency.
A detailed description of the above service is contained in Schedule
B, to this Agreement.
(b) X.X. Xxxxxx will also:
(i) provide office facilities with respect to the
provision of the services contemplated herein (which may be in the offices of
X.X. Xxxxxx or a corporate affiliate of X.X. Xxxxxx);
(ii) provide or otherwise obtain personnel sufficient for
provision of the services contemplated herein;
(iii) furnish equipment and other materials, which are
necessary or desirable for provision of the services contemplated herein; and
(iv) keep records relating to the services provided
hereunder in such form and manner as X.X. Xxxxxx may xxxx appropriate or
advisable. To the extent required by Section 31 of the 1940 Act and the rules
thereunder, X.X. Xxxxxx agrees that all such records prepared or maintained by
X.X. Xxxxxx relating to the services provided hereunder are the property of the
Fund and will be preserved for the periods prescribed under Rule 31a-2 under the
1940 Act, maintained at the Fund's expense, and made available in accordance
with such Section and rules.
5. FEES AND EXPENSES.
(a) As compensation for the services rendered to the Fund pursuant
to this Agreement, the Fund shall pay X.X. Xxxxxx monthly fees determined as set
forth in Schedule A to this Agreement. Such fees are to be billed monthly and
shall be due and payable upon receipt of the invoice. Upon any termination of
the provision of services under this Agreement before the end of any month, the
fee for the
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part of the month before such termination shall be prorated according to the
proportion which such part bears to the full monthly period and shall be payable
upon the date of such termination.
(b) For the purpose of determining fees calculated as a function of
the Fund's assets, the value of the Fund's assets and net assets shall be
computed as required by its currently effective Prospectus, generally accepted
accounting principles, and resolutions of the Board.
(c) The Fund may request additional services, additional processing,
or special reports, with such specifications and requirements documentation as
may be reasonably required by X.X. Xxxxxx. In addition, significant regulatory
and legal changes and changes in the Fund's status may necessitate additional
services, processing or reports. In either instance, if X.X. Xxxxxx elects to
provide such services or arrange for their provision, it shall be entitled to
additional fees and expenses at its customary rates and charges.
(d) X.X. Xxxxxx will bear its own expenses in connection with the
performance of the services under this Agreement except as provided herein or as
agreed to by the parties. The Fund agrees to promptly reimburse X.X. Xxxxxx for
any services, equipment or supplies ordered by or for the Fund through X.X.
Xxxxxx and for any other expenses that X.X. Xxxxxx may incur on the Fund's
behalf at the Fund's request or as consented to by the Fund. Such other expenses
to be incurred in the operation of the Fund and to be borne by the Fund,
include, but are not limited to: taxes; interest; brokerage fees and
commissions; salaries and fees of officers and directors who are not officers,
directors, shareholders or employees of X.X. Xxxxxx, or the Fund's investment
adviser or distributor; SEC and state Blue Sky registration and qualification
fees, levies, fines and other charges; XXXXX filing fees, processing services
and related fees; postage and mailing costs; costs of share certificates;
advisory and administration fees; charges and expenses of pricing and data
services, independent public accountants and custodians; insurance premiums
including fidelity bond premiums; legal expenses; consulting fees; customary
bank charges and fees; costs of maintenance of corporate existence; expenses of
typesetting and printing of Prospectuses for regulatory purposes and for
distribution to current shareholders of the Fund (the Fund's distributor to bear
the expense of all other printing, production, and distribution of Prospectuses,
and
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marketing materials); expenses of printing and production costs of shareholders'
reports and proxy statements and materials; expenses of proxy solicitation,
proxy tabulation and annual meetings; costs and expenses of Fund stationery and
forms; costs and expenses of special telephone and data lines and devices; costs
associated with corporate, shareholder, and Board meetings; trade association
dues and expenses; reprocessing costs to X.X. Xxxxxx caused by third party
errors; copying charges; overtime work when necessitated by unusual client
requests; microfilm and storage, audio response unit costs; corporate action
services; service termination and conversion costs; any expenses necessitated by
regulatory or legal changes; and any extraordinary expenses and other customary
Fund expenses.
(e) All fees, out-of-pocket expenses, or additional charges of X.X.
Xxxxxx shall be billed on a monthly basis and shall be due and payable upon
receipt of the invoice.
(f) X.X. Xxxxxx will render, after the close of each month in which
services have been furnished, a statement reflecting all of the charges for such
month. Charges remaining unpaid after thirty (30) days shall bear interest in
finance charges equivalent to, in the aggregate, the Prime Rate (as determined
by X.X. Xxxxxx) plus two percent per year and all costs and expenses of
effecting collection of any such sums, including reasonable attorney's fees,
shall be paid by the Fund to X.X. Xxxxxx.
(g) In the event that the Fund is more than sixty (60) days
delinquent in its payments of monthly xxxxxxxx in connection with this Agreement
(with the exception of specific amounts which may be contested in good faith by
the Fund), this Agreement may be terminated upon thirty (30) days' written
notice to the Fund by X.X. Xxxxxx. The Fund must notify X.X. Xxxxxx in writing
of any contested amounts within thirty (30) days of receipt of a billing for
such amounts. Disputed amounts are not due and payable while they are being
investigated.
6. LIMITATION OF LIABILITY AND INDEMNIFICATION.
(a) X.X. Xxxxxx shall not be liable for any error of judgment or
mistake of law or for any loss or expense suffered by the Fund, the Fund or
third parties, in connection with the matters to which this Agreement relates,
except for a loss or expense resulting from willful misfeasance, bad faith or
6
negligence on its part in the performance of its duties or from reckless
disregard by it of its obligations and duties under this Agreement.
(b) Subject to Paragraph 6(a) above, X.X. Xxxxxx shall not be
responsible for, and the Fund shall indemnify and hold X.X. Xxxxxx and its
directors, officers, agents and employees (collectively the "Indemnitees")
harmless from and against any and all claims, liabilities, losses, damages,
fines, penalties and expenses, including out-of-pocket and incidental expenses
and legal fees ("Losses") that may be imposed on, incurred by, or asserted
against, the Indemnitees or any of them in the performance of its/their duties
hereunder, including but not limited to those arising out of or attributable to:
(i) any and all actions of the Indemnitees required to be
taken pursuant to this Agreement;
(ii) the reliance on or use by the Indemnitees of
information, records, or documents which are received by the Indemnitees and
furnished to it or them by or on behalf of the Fund, and which have been
prepared or maintained by the Fund or any third party on behalf of the Fund;
(iii) the Fund's refusal or failure to comply with the
terms of this Agreement or the Fund's lack of good faith, or its actions, or
lack thereof, involving negligence or willful misfeasance;
(iv) the breach of any representation or warranty of the
Fund hereunder;
(v) following any instructions or other directions
reasonably believed to be requests of the Fund or otherwise duly authorized, and
upon which X.X. Xxxxxx is authorized to rely pursuant to the terms of this
Agreement;
(vi) any delays, inaccuracies, errors in or omissions from
information or data provided to X.X. Xxxxxx by the Fund, its investment advisers
and/or sub-advisers, and providers of other services such as data services,
corporate action services, pricing services or securities brokerage;
(vii) the offer or sale of shares by the Fund in violation
of any requirement under the Federal securities laws or regulations or the
securities laws or regulations of any state, or in violation of any stop order
or other determination or ruling by any Federal agency or any state agency
7
with respect to the offer or sale of such shares in such state (1) resulting
from activities, actions, or omissions by the Fund or its other service
providers and agents, or (2) existing or arising out of activities, actions or
omissions by or on behalf of the Fund prior to the effective date of this
Agreement;
(viii) any failure of the Fund's registration statement to
comply with the 1933 Act and the 1940 Act (including the rules and regulations
thereunder) and any other applicable laws, or any untrue statement of a material
fact or omission of a material fact necessary to make any statement therein not
misleading in a Fund's prospectus;
(ix) the actions taken by the Fund, its investment adviser
and/or sub-advisers, and its distributor in compliance with applicable
securities, tax, commodities and other laws, rules and regulations, or the
failure to so comply; and
(x) all actions, inactions, omissions, or errors caused
by third parties to whom the Fund or the Indemnitees have assigned any rights
and/or delegated any duties under this Agreement at the request of or as
required by the Fund.
(c) In addition to and not in limitation of paragraph (b)
immediately above, the Fund also agrees to indemnify and hold the Indemnitees
and each of them harmless from and against any and all Losses that may be
imposed on, incurred by, or asserted against, the Indemnitees or any of them in
connection with or arising out of X.X. Xxxxxx'x performance under this
Agreement, provided the Indemnitees have not acted with bad faith, negligence or
reckless disregard or engaged in willful misfeasance.
(d) In performing its services hereunder, X.X. Xxxxxx shall be
entitled to rely on any oral or written instructions, notices or other
communications, including electronic transmissions, from the Fund and its
custodians, officers and directors, investment advisers and sub-advisers,
investors, agents and other service providers which X.X. Xxxxxx reasonably
believes to be genuine, valid and authorized. X.X. Xxxxxx shall also be entitled
to consult with and rely on the advice and opinions of outside legal counsel and
public accountants retained by the Fund, as necessary or appropriate.
8
(e) Anything in this agreement to the contrary notwithstanding, in
no event shall X.X. Xxxxxx be liable for any indirect, incidental, special or
consequential losses or damages of any kind whatsoever (including but not
limited to lost profits), even if X.X. Xxxxxx has been advised of the likelihood
of such loss or damage and regardless of the form of action in which any such
loss or damage may be claimed. This provision shall survive the termination of
this Agreement.
7. TERM. This Agreement shall become effective on the date first
hereinabove written and may be modified or amended from time to time by mutual
agreement between the parties hereto. The Agreement shall continue in effect
unless terminated by either party on 90 days' prior written notice. Upon
termination of this Agreement, the Fund shall pay to X.X. Xxxxxx such
compensation and any out-of-pocket or other reimbursable expenses which may
become due or payable under the terms hereof as of the date of termination or
after the date that the provision of services ceases, whichever is later. In the
event of late payment or non-payment, X.X. Xxxxxx shall have the right to retain
the records of the Fund until all fees and monies due X.X. Xxxxxx are paid.
8. NOTICES. Any notice required or permitted hereunder shall be in writing
and shall be deemed effective on the date of personal delivery (by private
messenger, courier service or otherwise) or upon confirmed receipt of telex or
facsimile, whichever occurs first, or upon receipt if by mail to the parties at
the following address (or such other address as a party may specify by notice to
the other):
If to the Fund:
Xxxxxx Xxxxxxx Institutional Fund, Inc.
0000 Xxxxxx Xx Xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxxx or Xxxxxxx Xxxxxx
Fax: (000) 000-0000
If to X.X. Xxxxxx:
X.X. Xxxxxx Investor Services Co.
00 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: General Counsel
Fax: (000) 000-0000
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9. WAIVER. The failure of a party to insist upon strict adherence to any
term of this Agreement on any occasion shall not be considered a waiver nor
shall it deprive such party of the right thereafter to insist upon strict
adherence to that term or any term of this Agreement. Any waiver must be in
writing signed by the waiving party.
10. FORCE MAJEURE. X.X. Xxxxxx shall not be responsible or liable for any
harm, loss or damage suffered by the Fund, its investors, or other third parties
or for any failure or delay in performance of X.X. Xxxxxx'x obligations under
this Agreement arising out of or caused, directly or indirectly, by
circumstances beyond X.X. Xxxxxx'x control. In the event of a force majeure, any
resulting harm, loss, damage, failure or delay by X.X. Xxxxxx will not give the
Fund the right to terminate this Agreement.
11. AMENDMENTS. This Agreement may be modified or amended from time to time
by mutual written agreement between the parties. No provision of this Agreement
may be changed, discharged, or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, discharge
or termination is sought.
12. SEVERABILITY. If any provision of this Agreement is invalid or
unenforceable, the balance of the Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstance it shall nevertheless
remain applicable to all other persons and circumstances.
13. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE SUBSTANTIVE LAWS
OF THE STATE OF
NEW YORK.
14. CONFIDENTIALITY. In accordance with the Securities and Exchange
Commission's regulation S-P ("Regulation S-P"), nonpublic personal financial
information relating to consumers and customers of the Fund provided by, or at
the direction of the Fund to X.X. Xxxxxx, or collected or retained by X.X.
Xxxxxx in the course of performing its duties as transfer agent shall be
considered confidential information. X.X. Xxxxxx agrees that it shall not use
such confidential information for any purpose other than to carry out its
obligations under this Agreement, and further agrees that it shall not give,
sell or in any way transfer or disclose such confidential information to any
person or entity, other than (i) affiliates of X.X. Xxxxxx or third parties who
have entered into contractual arrangements with the Fund or with J.P.
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Xxxxxx, and then only to the extent necessary to carry out the obligations under
such contractual arrangements, (ii) at the direction of the Fund, (iii) as
required by law or (iv) subject to (i) above, as permitted by law. X.X. Xxxxxx
represents that it has in place and shall maintain physical, electronic, and
procedural safeguards reasonably designed to protect the security,
confidentiality and integrity of, and to prevent unauthorized access to or use
of records and information related to consumers or customers of the Fund. X.X.
Xxxxxx warrants that it shall not disclose such confidential information to any
person or entity as permitted in the previous sentence unless such person or
entity has agreed to keep such information confidential. The Fund represents to
X.X. Xxxxxx that it has adopted a Statement of its privacy policies and
practices as required by Regulation S-P and agrees to provide X.X. Xxxxxx with a
copy of that statement annually.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first written above.
XXXXXX XXXXXXX INSTITUTIONAL FUND, INC.
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxx
--------------------------------
Title: Principal Executive Officer
--------------------------------
X.X. XXXXXX INVESTOR SERVICES CO.
By: /s/ Xxxx X. Xxxxxx
--------------------------------
Name: Xxxx X. Xxxxxx
--------------------------------
Title: Vice President
--------------------------------
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MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE A
FEES AND EXPENSES
TRANSFER AGENCY FEE SCHEDULE:
- Each fund class at $3,000 per year
- Regular account maintenance at $15 per year
- Telephone call coverage at $3 per call
- Manual transaction charge at $3 per transaction
- Automated transactions at $0.75 per transaction
TRANSFER AGENCY - CORE SERVICE SET
Account Set Up and Maintenance
Daily Confirmations - English Only
Shareholder Statements - Monthly
Dividend Cal & Payment
Financial Control (Cash & Recon)
Compliance Audit Readiness and Coordination
Commissions Calculation
Price Receipt from Fund Accounting
Wire & Cash Receipt
Savings Plans
Withdrawal Plans
MIS - Client Statistics
Incoming & outgoing transmissions (data and transactions)
Class Conversions/Mergers
TRANSFER AGENCY - ADDITIONAL SERVICES-
Customized Programming At Cost
Out of Pocket Expenses At Cost
A-1
MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE B
DESCRIPTION OF TRANSFER AGENCY SERVICES
The following is a general description of the transfer agency services X.X.
Xxxxxx shall provide to the Fund.
A. SHAREHOLDER RECORDKEEPING. Maintain records showing for each Fund
shareholder the following: (i) name, address, appropriate tax certification
and tax identifying number; (ii) number of shares of each fund, portfolio
or class; (iii) historical information including, but not limited to,
dividends paid, date and price of all transactions including individual
purchases and redemptions, based upon appropriate supporting documents; and
(iv) any dividend reinvestment order, application, specific address,
payment and processing instructions and correspondence relating to the
current maintenance of the account.
B. SHAREHOLDER ISSUANCE. Record the issuance of shares of each Fund, portfolio
or class. Except as specifically agreed in writing with any Fund, X.X.
Xxxxxx shall have no obligation when countersigning and issuing and/or
crediting shares to take cognizance of any other laws relating to the issue
and sale of such shares except insofar as policies and procedures of the
Stock Transfer Association recognize such laws.
C. TRANSFER, PURCHASE AND REDEMPTION ORDERS. Process all orders for the
transfer, purchase and redemption of shares of each Fund in accordance with
such Fund's current prospectus and written transfer agency policies and
procedures agreed to from time to time, including electronic transmissions
which the Fund acknowledges it has authorized, or in accordance with any
instructions of the Fund or its agents which X.X. Xxxxxx reasonably
believes to be authorized.
D. SHAREHOLDER COMMUNICATIONS. Transmit all communications by any Fund to its
shareholders promptly following the delivery by the Fund of the material to
be transmitted by mail, telephone, courier service or electronically.
E. PROXY SUPPORT. Transmit shareholder information to assist with proxies.
F. SHARE CERTIFICATES. If permitted by Fund policies, and if a shareholder of
a Fund requests a certificate representing shares, X.X. Xxxxxx as Transfer
Agent, will countersign and mail a share certificate to the investor at
his/her address as it appears on the Fund's shareholder records.
G. RETURNED CHECKS. In the event that any check or other negotiable instrument
for the payment of shares is returned unpaid for any reason, X.X. Xxxxxx
will take such steps, as X.X. Xxxxxx may deem appropriate and notify the
Fund of such action. However, the Fund remains ultimately liable for any
returned checks or negotiable instruments of its shareholders.
H. SHAREHOLDER CORRESPONDENCE. Acknowledge all correspondence from
shareholders relating to their share accounts and undertake such other
shareholder correspondence as may from time to time be mutually agreed
upon.
I. TAX REPORTING. X.X. Xxxxxx shall issue appropriate shareholder tax forms as
required.
B-1
J. DIVIDEND DISBURSING. X.X. Xxxxxx will prepare and mail checks, place wire
transfers or credit income and capital gain payments to shareholders. Each
Fund will advise X.X. Xxxxxx of the declaration of any dividend or
distribution and the record and payable date thereof at least five (5) days
prior to the record date. X.X. Xxxxxx will, on or before the payment date
of any such dividend or distribution, notify the Fund's Custodian of the
estimated amount required to pay any portion of such dividend or
distribution payable in cash, and on or before the payment date of such
distribution, the Fund will instruct its Custodian to make available to
X.X. Xxxxxx sufficient funds for the cash amount to be paid out. If a
shareholder is entitled to receive additional shares by virtue of any such
distribution or dividend, appropriate credits will be made to each
shareholder's account.
K. ESCHEATMENT. X.X. Xxxxxx shall provide escheatment services only with
respect to the escheatment laws of the State of Massachusetts, including
those which relate to reciprocal agreements with other states.
L. TELEPHONE SERVICES. X.X. Xxxxxx will provide staff coverage, training and
supervision in connection with each Fund's telephone line for shareholder
inquiries, and will respond to inquiries concerning shareholder records,
transactions processed, procedures to effect the shareholder records and
inquiries of a general nature relative to shareholder services. All other
telephone calls will be referred to the Fund, as appropriate.
M. ANTI-MONEY LAUNDERING SERVICES. Verify shareholder identity upon opening
new accounts where the subscription comes directly to X.X. Xxxxxx. X.X.
Xxxxxx will monitor, identify and report shareholder transactions and
identify and report suspicious activities that are required to be so
identified and reported, and provide other required reports to the
Securities and Exchange Commission, the U.S. Treasury Department, the
Internal Revenue Service or each agency's designated agent, in each case
consistent with X.X Xxxxxx'x or the Fund's AML Program, as provided to X.X.
Xxxxxx and approved by X.X. Xxxxxx from time to time ("AML Program"). X.X.
Xxxxxx will place holds on transactions in shareholder accounts or freeze
assets in shareholder accounts, as provided in the AML Program and create
documentation to provide a basis for law enforcement authorities to trace
illicit funds. X.X. Xxxxxx will maintain all records or other documentation
related to shareholder accounts and transactions therein that are required
to be prepared and maintained pursuant to the AML Program, and make the
same available for inspection by (i) the designated AML Compliance Officer,
(ii) any auditor of the Fund's AML Program or related procedures, policies
or controls that have been designated by the Fund in writing, or (iii)
regulatory or law enforcement authorities, and otherwise make said records
or other documents available at the direction of the designated AML
Compliance Officer.
N. FULFILLMENT SERVICES. As directed by X.X. Xxxxxx or upon the request of
prospective shareholders (partners) either by telephone or in writing, X.X.
Xxxxxx will mail reasonable quantities of prospectuses (offering
memoranda), applications to purchase shares and other information
customarily sent to prospective shareholders (partners).
B-2
