Exhibit 13(o)
AMENDMENT
DATED: January 1, 2004
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TO ADMINISTRATIVE SERVICES AGREEMENT
BETWEEN ARMADA FUNDS
AND BOSTON FINANCIAL DATA SERVICES, INC.
1. GENERAL BACKGROUND. Armada Funds ("Company") and Boston Financial Data
Services, Inc. ("Boston Financial") are parties to an Administrative
Services Agreement dated as of April 2002 (the "Agreement") pursuant to
which Company has employed and appointed Boston Financial to perform
certain record-keeping services for employers sponsoring certain
retirement plans covered under the Agreement.
2. AMENDMENT
2.1 In accordance with the Amendments provision in SECTION 6 of the
Agreement the parties hereby agree to amend the Agreement to add the
following SECTION 3.6 as set forth below and SCHEDULE 3.6 attached, to
include (i) delegated duties to be performed by Boston Financial and
(ii) terms under which delegated duties are to be performed:
"3.6 ANTI-MONEY LAUNDERING ("AML") DELEGATION. If Company
elects to delegate to Boston Financial certain AML duties
under this Agreement, the parties will agree to such duties
and terms as stated in the attached schedule ("Schedule 3.6")
entitled "AML Delegation" which may be changed from time to
time subject to mutual written agreement between the parties.
In consideration of the performance of the duties by Boston
Financial pursuant to this SECTION 3.6, Company agrees to pay
Boston Financial for the reasonable administrative expense
that may be associated with such additional duties in the
amount as the parties may from time to time agree in writing
in accordance with SECTION 4 (Compensation) below."
2.2 All defined terms and definitions in the Agreement shall be the same in
this amendment (the "AML Amendment") except as specifically revised by
the AML Amendment.
2.3 Except as specifically set forth in this Amendment, all other terms and
conditions of the Agreement shall remain in full force and effect.
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.
ARMADA FUNDS BOSTON FINANCIAL DATA SERVICES, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Chief Administrative Officer Title: Vice President
and Chief Compliance Officer -----------------------------
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SCHEDULE 3.6
AML DELEGATION
1. DELEGATION. 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"), Company
developed and implemented a written anti-money laundering program (the
"AML Program"), which is designed to satisfy the requirements of the USA
PATRIOT Act. Under the USA PATRIOT Act, a financial institution can
elect to delegate certain duties with respect to the implementation and
operation of its AML Program to a service provider. Company is desirous
of having Boston Financial perform certain delegated duties pursuant to
the AML Program and Boston Financial desires to accept such delegation.
2. LIMITATION ON DELEGATION. Company acknowledges and agrees that in
accepting the delegation hereunder, Boston Financial is agreeing to
perform only those services that have been expressly delegated hereby as
the same may from time to time be amended and is not undertaking and
shall not be responsible for any other aspect of the AML Program or for
the overall compliance by Company with the USA PATRIOT Act or for any
other matters that have not been further delegated hereunder.
Additionally, the parties acknowledge and agree that Boston Financial
shall only be responsible for performing the delegated duties with
respect to the ownership of, and transactions in, those Plans for which
Boston Financial maintains the applicable Participant information.
3. CONSENT TO EXAMINATION. In connection with the performance by Boston
Financial of the delegated duties below, Boston Financial understands
and acknowledges that Company remains responsible for assuring
compliance with the USA PATRIOT Act and that the records Boston
Financial maintains for Company relating to the AML 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.
Boston Financial 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, Boston
Financial will use its best efforts to make available, during normal
business hours and on reasonable notice all required records and
information for review by such examiners.
4. DELEGATED DUTIES.
4.1 Consistent with the services provided by Boston Financial and with
respect to the beneficial ownership of, and transactions in, the Plans
for which Boston Financial maintains the applicable Participant
information, Boston Financial shall:
(a) 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;
(b) Review special payee checks through OFAC database;
(c) Review redemption transactions that occur within thirty (30) days of
account establishment or maintenance;
SCHEDULE 3.6
AML DELEGATION
(continued)
(d) Review wires sent pursuant to banking instructions other than those
on file with Boston Financial;
(e) Review accounts with small balances followed by large purchases;
(f) Review accounts with frequent activity within a specified date range
followed by a large redemption;
(g) On a daily basis, review purchase and redemption activity per tax
identification number ("TIN") within the Plans to determine if activity
for that TIN exceeded the $100,000 threshold on any given day;
(h) Monitor and track cash equivalents under $10,000 for a rolling
twelve-month period and file IRS Form 8300 and issue the Participant
notices required by the IRS;
(i) Determine when a suspicious activity report ("SAR") should be filed
as required by regulations applicable to financial institutions; prepare
and file the SAR. Provide Company with a copy of the SAR within a
reasonable time after filing; notify Company if any further
communication is received from U.S. Department of the Treasury or other
law enforcement agencies regarding the SAR; and
(j) Compare account information to any FinCEN request received by
Company and provided to Company pursuant to USA PATRIOT Act Sec. 314(a).
Provide Company with documentation/information necessary to respond to
requests under USA PATRIOT Act Sec. 314(a) within required time frames.
(k) In accordance with procedures agreed upon by the parties (which may
be amended from time to time by mutual agreement of the parties) (i)
verify the identity of any Participant seeking to open an account with a
Plan, (ii) maintain records of the information used to verify the
Participant's identity and (iii) determine whether the Participant
appears on any lists of known or suspected terrorists or terrorists
organizations provided to Company by any government agency.
4.2 In the event that Boston Financial detects suspicious activity as a
result of the foregoing procedures, which necessitates the filing by
Boston Financial of a SAR, a Form 8300 or other similar report or notice
to OFAC, then Boston Financial shall also immediately notify Company;
unless prohibited by applicable law.
ARMADA FUNDS BOSTON FINANCIAL DATA SERVICES, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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