Exhibit 23(h)(ii)(c)
ANTI-MONEY LAUNDERING AND PRIVACY AMENDMENT
This ANTI-MONEY LAUNDERING AND PRIVACY AMENDMENT (this "Amendment") amends
as of the 24/th/ day of July, 2002 (the "Effective Date"), the Amendment to
Investment Company Services Agreement, dated April 1, 2000, between The Xxxxxxxx
Funds, Inc. and PFPC Inc. ("PFPC"); and, the Amendments to Transfer Agent
Services Agreements, dated June 1, 2000, between Xxxxxxxx Growth Fund, Inc. and
PFPC and between Xxxxxxxx Monthly Dividend REIT Shares, Inc. (each a "Company"
or "Fund" and collectively the "Companies") and PFPC (the "Agreements").
For valuable consideration the receipt and sufficiency of which the parties
hereto hereby acknowledge, the Companies and PFPC hereby agree that, as of the
Effective Date, the Agreements shall (without any further action by either of
the parities hereto) be amended as follows:
1. Privacy. As of the Effective Date, the Agreements are amended by adding the
following new provision:
"Privacy. Each party hereto acknowledges and agrees that, subject to the
reuse and re-disclosure provisions of Xxxxxxxxxx X-X, 00 XXX Part
248.11(a), it shall not disclose the non-public personal information of
investors in the Fund obtained under this agreement, except as necessary to
carry out the services set forth in this agreement or as otherwise
permitted by law or regulation."
2. Anti-Money Laundering. As of the Effective Date, the Agreements are amended
by adding the following new provision:
"Anti-Money Laundering. To the extent the other provisions of this
agreement require PFPC to establish, maintain and monitor accounts of
investors in the Fund consistent with securities laws, PFPC shall perform
reasonable actions necessary to help the Fund be in compliance with United
States Federal anti-money laundering ("AML") laws applicable to investor
activity, including the Bank Secrecy Act and the PATRIOT Act, as follows:
In this regard, PFPC shall: (a) establish and implement written internal
policies, procedures and controls reasonably designed to detect and help
prevent the Fund from being used to launder money or finance terrorist
activities; (b) provide for independent testing, by an employee who is not
responsible for the operation of PFPC's AML program or by an outside party,
for compliance with PFPC's established AML policies and procedures; (c)
designate a person or persons responsible for implementing and monitoring
the operation and internal controls of PFPC's AML program; and (d) provide
ongoing training of PFPC personnel relating to the prevention of
money-laundering activities. Upon the reasonable request of the Fund, PFPC
shall provide to the Fund: (x) a copy of PFPC's written AML policies and
procedures (it being understood such information is to be considered
confidential and treated as such and afforded all protections provided to
confidential information under this agreement); (y) at the option of PFPC,
a copy of a written assessment or report prepared by the party performing
the independent testing for compliance, or a summary thereof, or a
certification that the findings of the independent party are satisfactory;
and (z) a summary of the AML training provided for appropriate personnel.
PFPC agrees to permit inspections relating to its AML program by U.S.
Federal departments or regulatory agencies with appropriate jurisdiction
and to make available to examiners from such departments or regulatory
agencies such information and records relating to its AML program as such
examiners shall reasonably request."
3. General. This Amendment contains the entire understanding between the
parties with respect to the services contemplated hereby. Except as
expressly set forth herein, the Agreement shall remain unaffected hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers, as of the day and year first above
written.
XXXXXXXX MUTUAL FUNDS
By: /s/ Xxxxx X. Xxxxx
----------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
PFPC INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President & Director
Transfer Agency Division
