Exhibit (h)(iv)
DELEGATION AMENDMENT
July 24, 2002
Xx. Xxxx Xxxxxx
Xxxxxxxx Investment Management North America Inc.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000-0000
Dear Xx. Xxxxxx:
Schroder Capital Funds (Delaware), ( the "Fund"), on behalf of each of its
individual series, and State Street Bank and Trust Company (the "Transfer
Agent") are parties to an agreement dated as of May 28, 1999 (the "Agreement")
under which the Transfer Agent performs certain transfer agency and/or
record-keeping services for the Fund. In connection with the enactment of the
USA PATRIOT Act of 2001 and the regulations promulgated thereunder
(collectively, the "PATRIOT Act"), the Fund has requested and the Transfer Agent
has agreed to amend the Agreement as of the date hereof in the manner set forth
below:
WHEREAS, the PATRIOT Act imposes new anti-money laundering requirements on
financial institutions, including mutual funds;
WHEREAS, the Funds recognize the importance of complying with the PATRIOT Act
and the Fund has developed and implemented a written anti-money laundering
program, as amended from time to time, which is designed to satisfy the
requirements of the PATRIOT Act, (the "Fund's Program");
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 mutual fund's anti-money laundering program; and
WHEREAS, the Fund desires to delegate to the Transfer Agent the implementation
and operation of certain aspects of the Fund's Program and the Transfer Agent
desires to accept such delegation.
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. Delegation; Duties
1.1 Subject to the terms and conditions set forth in the Agreement, the Fund
hereby delegate to the Transfer Agent those aspects of the Fund's Program
that are set forth on Exhibit A, attached hereto. The duties set forth on
Exhibit A may be amended, from time to time, by mutual agreement of the
parties upon the execution by both parties of a revised Exhibit A bearing a
later date than the date hereof.
1.2 The Transfer Agent agrees to perform such delegated duties, with respect to
the ownership of shares in the Fund for which the Transfer Agent maintains
the applicable shareholder information, subject to and in accordance with
the terms and conditions of the Agreement.
1.3 In connection with the performance of the duties delegated pursuant to
Exhibit A hereto, the Transfer Agent will provide documentation detailing
its anti-money laundering compliance program to the Fund and in any event,
as such times as said documentation is updated to reflect changes to the
program. Transfer Agent also undertakes to notify the Fund whenever changes
in its program have a material impact on the services provided to the Fund
pursuant hereto.
2. Consent to Examination
2.1 In connection with the performance by the Transfer Agent of the above
delegated duties, the Transfer Agent understands and acknowledges that the
Fund remains responsible for assuring compliance with the PATRIOT Act and
that the records the Transfer Agent maintains for the Fund relating to the
Fund's Program may be subject, from time to time, to examination and/or
inspection by federal regulators and the Fund in order that the regulators
and the Fund may evaluate such compliance. The Transfer Agent hereby
consents to such examination and/or inspection and agrees to cooperate with
such federal examiners and the Fund in connection with their review. For
purposes of such examination and/or inspection, the Transfer Agent will use
its best efforts to make available, during normal business hours, all
required records and information for review by such examiners and the Fund.
The Transfer Agent agrees that the Fund's investment adviser shall have
simultaneous inspection and examination rights with the Fund.
3. Limitation on Delegation.
3.1 The Fund acknowledges and agrees that in accepting the delegation
hereunder, the Transfer Agent is agreeing to perform only those aspects of
the Fund's Program that have been expressly delegated hereby and is not
undertaking and shall not be responsible for any other aspect of the Fund's
Program or for the overall compliance by the Fund with the PATRIOT Act.
Additionally, the parties acknowledge and agree that the Transfer Agent
shall only be responsible for performing the delegated duties with respect
to the ownership of shares in the Fund for which the Transfer Agent
maintains the applicable shareholder information.
4. Expenses.
4.1 In consideration of the performance of the foregoing duties, the Fund
agrees to pay the Transfer Agent for the reasonable out-of-pocket
administrative expense that may be associated with such additional duties,
as agreed to by the Fund and the Transfer Agent. The Transfer Agent agrees
to provide the Fund with thirty (30) days prior notice of such fees. 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.
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5. Miscellaneous.
5.1 In all other regards, the terms and provisions of the Agreement shall
continue to apply with full force and effect.
5.2. Each party represents to the other that the execution and delivery of this
Amendment has been duly authorized.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
executed in its name and behalf by its duly authorized representative as of the
date first above written.
WITNESSED BY: STATE STREET BANK AND TRUST COMPANY
By:
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Xxxxxx X. Xxxxxx
Name: Executive Vice President
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Title:
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WITNESSED BY: XXXXXXXX CAPITAL FUNDS (DELAWARE), on
behalf of each of its individual series
By:
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Name: Name:
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Title: Title:
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Exhibit A
Delegated Duties
With respect to the ownership of shares in the Fund for which the Transfer Agent
maintains the applicable shareholder information, the Transfer Agent shall:
o Submit all 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.
o Review redemption transactions that occur within thirty (30) days of
account establishment or maintenance.
o Review wires sent pursuant to banking instructions other than those on
file.
o Review a shareholder's account for unusual activity when purchases and
redemptions by the shareholder (based on social security number within
the Fund) hit the $100,000 threshold that has been set on the "Unusual
Activity Warning System."
o Review accounts to identify those established by known offenders
attempting fraud and once identified, freeze such accounts.
o Monitor and track cash equivalents under $10,000 for a rolling
twelve-month period and file Form 8300 as necessary.
o File suspicious activity reports as necessary.
In the event that the Transfer Agent detects suspicious activity as a
result of the foregoing procedures or as a result of its performance of periodic
reviews of the Fund accounts pursuant to an updated OFAC list, which
necessitates the filing by the Transfer Agent of a suspicious activity report, a
Form 8300 or other similar report or notice to OFAC or other regulatory agency,
then the Transfer Agent shall also immediately notify the Fund, unless
prohibited by applicable law.
STATE STREET BANK AND TRUST XXXXXXXX CAPITAL FUNDS (DELAWARE), on
COMPANY behalf of each of its individual series
By: By:
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Xxxxxx X. Xxxxxx
Executive Vice President Name:
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Title:
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Date:
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