DELEGATION AMENDMENT
June 18, 2003
Xxxxxxx X. Xxxxxxx, Xx.
Vice President & Secretary
The Advisors' Inner Circle Fund
c/o SEI Investments Global Funds Services, Inc.
0 Xxxxxxx Xxxxxx Xxxxx
Xxxx, XX 00000
Dear Xx. Xxxxxxx:
The Advisors' Inner Circle Fund ("Fund") and State Street Bank and Trust Company
(the "Transfer Agent") are parties to an agreement dated as of January 15, 2003
(the "Agreement") under which the Transfer Agent certain transfer agency and/or
record-keeping services for the Fund. In connection with the enactment of the
Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001 and the regulations promulgated
thereunder, (collectively, the "USA 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 USA PATRIOT Act imposes new anti-money laundering requirements on
financial institutions, including mutual funds;
WHEREAS, the Fund recognizes the importance of complying with the USA PATRIOT
Act and the Fund has developed and implemented a written anti-money laundering
program, which is designed to satisfy the requirements of the USA PATRIOT Act,
(the "Fund's Program");
WHEREAS, the USA 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 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 delegates 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.
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 USA 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 in order that the regulators may
evaluate such compliance. The Transfer Agent hereby consents to
such examination and/or inspection and agrees to cooperate with
such federal examiners 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.
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 USA 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
administrative expense that may be associated 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.
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: THE ADVISORS' INNER CIRCLE FUND
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxxx, Xx., Vice President &
Secretary
Name: ________________________
Title:_________________________
WITNESSED BY: STATE STREET BANK AND TRUST COMPANY
Name: ________________________ By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
_______________________________ Xxxxxx X. Xxxxxx, Executive Vice President
Title:_________________________
EXHIBIT A
DELEGATED DUTIES
Date: June 18, 2003
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 new account and registration maintenance transactions through the
Office of Foreign Assets Control ("OFAC') database and such other lists or
databases of trade restricted individuals or entities as may be required from
time to time by applicable regulatory authorities.
o Review special payee checks through OFAC database.
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
with the Transfer Agent.
o Review accounts with small balances followed by large purchases
o Review accounts with frequent activity within a specified date range followed
by a large redemption.
o On a daily basis, review purchase and redemption activity per tax
identification number ("TIN") within the Funds to determine if activity for
that TIN exceeded the $100,000 threshold on any given day.
o Compare all new accounts and registration maintenance through the Known
Offenders database and notify the Fund of any match.
o Monitor and track cash equivalents under $10,000 for a rolling twelve-month
period and file IRS Form 8300 and issue the shareholder notices required by
the IRS.
o Determine when a suspicious activity report ("SAR") should be filed as
required by regulations applicable to mutual funds; prepare and file the SAR.
Provide the Fund with a copy of the SAR within a reasonable time after
filing; notify Fund if any further communication is received from U.S.
Department of the Treasury or other law enforcement agencies regarding the
SAR.
o Compare account information to any FinCEN request received by Fund and
provided to the Transfer Agent pursuant to USA PATRIOT Act Sec. 314(a).
Provide the Fund with documents/information necessary to respond to requests
under USA PATRIOT Act Sec. 314(a) within required time frames
EXHIBIT A
DELEGATED DUTIES
Date: June 18, 2003
(continued)
o (i) verify the identity of any person seeking to open an account with the
Fund, (ii) maintain records of the information used to verify the person's
identity and (iii) determine whether the person appears on any lists of
known or suspected terrorists or terrorists organizations provided to the
Fund by any government agency.
In the event that the Transfer Agent detects suspicious activity as a result of
the foregoing procedures, which necessitates the filing by the Transfer Agent of
a suspicious activity report, a Form 8300 or other similar report or notice to
IFAC or other regulatory agency, then the Transfer Agent shall also immediately
notify the Fund unless prohibited by applicable Law.
THE ADVISORS' INNER CIRCLE FUND STATE STREET BANK AND
TRUST COMPANY
BY: /s/ Xxxxxxx X. Xxxxxxx BY: /s/ Xxxxxx X. Xxxxxx
--------------------------- -----------------------------
Xxxxxxx X. Xxxxxxx, Xx., Xxxxxx X. Xxxxxx,
Vice President & Secretary Executive Vice President
