LMIS - XXXX XXXXX FUNDS
ANTI-MONEY LAUNDERING DELEGATION AGREEMENT
This Delegation Agreement, made as of this 3rd day of November, 2006 by
and between each open end investment company listed on Attachment A (each a
"Fund" or collectively the "Funds") and Xxxx Xxxxx Investor Services ("LMIS"), a
registered broker-dealer and the principal underwriter of the Funds. This
Delegation Agreement supersedes and replaces the delegation agreement between
the parties dated as of July 5, 2006.
WHEREAS, the Bank Secrecy Act, as amended by the USA PATRIOT Act, and
regulations thereunder (the "Bank Secrecy Act") impose anti-money laundering
requirements on financial institutions, including open-end investment companies;
and
WHEREAS, the Funds recognize the importance of complying with the Bank
Secrecy Act and the Funds have adopted and implemented a written anti-money
laundering program (the "Funds' Program") designed to satisfy the requirements
of the Bank Secrecy Act; and
WHEREAS, the Bank Secrecy Act authorizes a Fund to delegate to a
service provider, such as LMIS, the implementation and operation of certain
aspects of the Funds' Program; and
WHEREAS, the Funds desire to delegate to LMIS the implementation and
operation of certain aspects of the Funds' Program and LMIS desires to accept
such delegation; and
WHEREAS, LMIS is willing and able to furnish such services on the terms
and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed as follows:
1. (a) LMIS agrees that it has adopted and implemented an
anti-money-laundering program in compliance with the Bank Secrecy Act and
applicable NASD Conduct Rules, including without limitation procedures for (i)
customer identification and (ii) suspicious activity monitoring.
(b) LMIS agrees that it will maintain anti-money
laundering procedures on behalf of the Funds reasonably designed to: (i) with
respect to Funds accounts the opening of which it facilitates, promptly obtain
and submit all required customer identification information regarding the Funds'
customers (as defined in 31 CFR ss.103.130) to the Funds' transfer agent and
promptly respond to any exceptions identified by LMIS or by the Funds' transfer
agent with respect to such customer information; (ii) coordinate with the Funds
to complete and file with the Financial Crimes Enforcement Network ("FinCEN"),
as appropriate and necessary in accordance with 31 CFR ss.103.15), a Suspicious
Activity Report ("SAR") relating to suspicious activity involving the Funds of
which LMIS knows or has reason to know; (iii) assist the Funds in responding to
FinCEN Section 314 requests for information and request, if necessary, that the
Funds' transfer agent search the Funds' accounts to identify any responsive
accounts; (iv) screen, with respect to the accounts that it facilitates opening
in the Funds, for foreign financial institutions (as defined in 31 CFR
ss.103.176), and if it identifies such an account it shall notify the Funds' AML
Compliance Officer promptly and, if the account has not yet been opened, shall
not open the account without written direction to do so from the Funds' AML
Compliance Officer, and, in any case, shall notify the Funds' AML Compliance
Officer and comply with the written directions of the AML Compliance Officer
with respect to such account, and shall keep (on behalf of the Funds) records of
such screening, all in accordance with instructions provided by the Funds; (v)
maintain copies of each SAR filed by LMIS on behalf of the Funds, along with any
supporting documentation relating thereto, for five years from the date of the
filing of the SAR filed by LMIS; and (vi) maintain copies of any Section 314
information requests relating to the Funds and the responses thereto for a
period of five years from the request (collectively, the "Delegated Duties").
(c) If LMIS engages another entity (a "Sub-Service
Provider") to carry out the Delegated Duties, LMIS will remain fully responsible
to the Funds for the acts and omissions of the Sub-Service Provider to the same
extent as LMIS is for its own acts and omissions and will contractually ensure
access in accordance with paragraph (d) below.
(d) LMIS consents to provide any government agency
having jurisdiction over the Funds: (i) information and records relating to
LMIS's provision of anti-money laundering services to the Funds and (ii) the
ability to inspect LMIS for purposes of evaluating the Funds' compliance with
their anti-money laundering obligations under applicable law.
(e) LMIS will provide upon request to the Funds: (i)
written copies of LMIS's anti-money laundering program and (ii) such other
information, certifications, audits and assurances relating to LMIS's anti-money
laundering policies and procedures as the Funds shall reasonably request.
2. No provision of this Agreement may be changed, waived,
discharged or terminated, except by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought. This Agreement may be executed in multiple counterparts.
3. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Maryland.
4. Notices shall be provided to each party, as noted below:
To LMIS: To the Funds:
Xxx Xxxxx Secretary
000 Xxxxx Xxxxxx Xxxx Xxxxx Xxxxx
Xxxxxxxxx, XX 00000 000 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
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5. This Agreement is terminable with respect to some or all of
the Funds without penalty by the respective Fund or by LMIS, on not less than 60
days' written notice to the other party, and such notice period may be waived
upon the mutual written consent of the LMIS and the respective Fund.
IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed by
their officers thereunto duly authorized.
ATTEST: Xxxx Xxxxx Investment Companies as
listed on Attachment A
By: /s/ Xxxxxxx X. Xxxxxxxxxx By: /s/ Xxxxxxx Xxxx
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Xxxxxxx X. Xxxxxxxxxx Xxxxxxx Xxxx
Secretary Vice President and Chief
Legal Officer
ATTEST: XXXX XXXXX INVESTOR SERVICES, LLC
By: /s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxxxx X. Xxxxx
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Attachment A
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Investment Company Fund
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Xxxx Xxxxx Income Trust, Inc. Limited Duration Portfolio
Investment Grade Income Portfolio
High Yield Portfolio
Core Bond Portfolio
Xxxx Xxxxx Tax-Free Income Fund MD Tax-Free Income Trust
PA Tax-Free Income Trust
Tax-Free Intermediate-Term Income Trust
Xxxx Xxxxx Value Trust, Inc. Value Trust
Xxxx Xxxxx Special Investment Trust, Inc. Special Investment Trust
Xxxx Xxxxx Growth Trust, Inc. Growth Trust
Xxxx Xxxxx Global Trust, Inc. Global Income Trust
International Equity Trust
Emerging Markets Trust
Xxxx Xxxxx Investors Trust, Inc. American Leading Companies Trust
Balanced Trust
U.S. Small-Capitalization Value Trust
Financial Services Fund
Xxxx Xxxxx Light Street Trust, Inc. Classic Valuation Fund
Xxxx Xxxxx Investment Trust, Inc. Opportunity Trust
Xxxx Xxxxx Xxxxxxx Street Trust, Inc. Batterymarch U.S. Small-Cap Equity Portfolio
Global Opportunities Bond Fund
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