AMENDMENT TO TRANSFER AGENT SERVICING AGREEMENT
THIS AMENDMENT, dated as of July 24, 2002, modifies the Transfer Agent Servicing
Agreement by and between U.S. Bancorp Fund Services, LLC (the "Transfer Agent")
and Xxxxxxx Funds (the "Funds"), such Agreement being hereinafter referred to as
the "Agreement."
WHEREAS, Section 352 of the USA Patriot Act (the "Act") and the Interim Final
Rule (Section 103.130) adopted by the Department of the Treasury's Financial
Crimes Enforcement Network (the "Rule") require the Funds to develop and
implement an anti-money laundering program and monitor the operation of the
program and assess the effectiveness; and
WHEREAS, Section 326 of the Act, as proposed, requires the Funds to develop and
implement a Customer Identification Program ("CIP") as part of the Funds'
overall anti-money laundering program to ensure, among other things, that the
Funds obtain certain information from each of its customers and to be reasonably
sure it knows each of its customers; and
WHEREAS, in order to assist its transfer agent clients with their anti-money
laundering compliance responsibilities under the Act and the Rule, the Transfer
Agent has provided to the Funds for their consideration and approval written
procedures describing various tools designed to promote the detection and
reporting of potential money laundering activity by monitoring certain aspects
of shareholder activity (the "Monitoring Procedures") as well as written
procedures for verifying a customer's identity (the "Customer Identification
Procedures"), together referred to as the "Procedures"; and
WHEREAS, the Funds desire to implement the Procedures as part of their overall
anti-money laundering program and, subject to the terms of the Act and the Rule,
delegate to the Transfer Agent the day-to-day operation of the Procedures on
behalf of the Funds.
NOW THEREFORE, the parties agree, and the Agreement is hereby modified, as
follows:
1. The Funds acknowledge that they have had an opportunity to review, consider
and comment upon the Procedures provided by the Transfer Agent and the
Funds have determined that the Procedures, as part of the Funds' overall
anti-money laundering program, are reasonably designed to prevent the Funds
from being used for money laundering or the financing of terrorist
activities and to achieve compliance with the applicable provision of the
Bank Secrecy Act and the implementing regulations thereunder.
2. Based on this determination, the Funds hereby instruct and direct the
Transfer Agent to implement the Procedures on the Funds' behalf, as such
may be amended or revised from time to time.
3. It is contemplated that these Procedures will be amended from time to time
by the parties as additional regulations are adopted and/or regulatory
guidance is provided relating to the Funds' anti-money laundering
responsibilities.
4. The Transfer Agent agrees to provide to the Funds (a) prompt written
notification of any transaction or combination of transactions that the
Transfer Agent believes, based on the Procedures, evidence money laundering
activity in connection with the Funds or any shareholder of the Funds, (b)
prompt written notification of any customer(s) that the Transfer Agent
reasonably believes, based upon the Procedures, to be engaged in money
laundering activity, provided that the Funds agree not to communicate this
information to the customer, (c) any reports received by the Transfer Agent
from any government agency or applicable industry self-regulatory
organization pertaining to the Transfer Agent's anti-money laundering
monitoring on behalf of the Funds as provided in this Amendment, (d) prompt
written notification of any action taken in response to anti-money
laundering violations as described in (a), (b) or (c), and (e) an annual
report of its monitoring and customer identification activities on behalf
of the Funds. The Transfer Agent shall provide such other reports on the
monitoring and customer identification activities conducted at the
direction of the Funds as may be agreed to from time to time by the
Transfer Agent and the Funds.
5. The Funds hereby direct, 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 relating to
the Transfer Agent's implementation of the Procedures on behalf of the
Funds, as they may request, and (b) permit such federal regulators to
inspect the Transfer Agent's implementation of the Procedures on behalf of
the Funds.
6. Fees and expenses (other than those already set forth in the Agreement) for
services to be provided by the Transfer Agent hereunder shall be set forth
in a fee schedule agreed upon by the Funds and the Transfer Agent from time
to time. A copy of the initial fee schedule is attached hereto as Exhibit
A.
7. This Amendment constitutes the written instructions of the Funds pursuant
to the terms of the Agreement. Except to the extent supplemented hereby,
the Agreement shall remain in full force and effect.
IN WITNESS HEREOF, the undersigned have executed this Amendment as of the date
and year first above written.
____________________________ _________________________________
Xxxxxxx Funds U.S. Bancorp Fund Services, LLC
By:_____________________________ By: _________________________________
Authorized Officer Authorized Officer
MW633528_1.DOC
