Exhibit(h)(1)(b)
AMENDMENT No. 1 to the AGENCY AGREEMENT
This AMENDMENT NO. 1 is made as of July 24, 2002 to that certain AGENCY
AGREEMENT (together with the exhibits attached here and thereto, this
"Agreement"), dated March 2, 1998, by and between XXXXXXX EQUITY TRUST ( "Fund")
and XXXXXXX INVESTMENTS SERVICE COMPANY, a Delaware corporation (the "Service
Company").
WHEREAS, the U.S. Congress has enacted the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001, as may be amended from time to time, and all regulations
promulgated pursuant thereto (collectively, the "USA PATRIOT Act") and the Bank
Secrecy Act, as amended, and the regulations promulgated pursuant thereto
(collectively, the "BSA"), to require open-end mutual funds to develop
anti-money laundering compliance programs and procedures ("AML Program");
WHEREAS, the Fund has no employees, and account openings and dealings
with shareholders are maintained by the Service Company as they relate to the
Fund pursuant to the Agreement;
WHEREAS, the Fund has adopted an AML Program to comply with the USA
PATRIOT Act and the BSA which require agreements with certain third parties to
be amended; and
WHEREAS, the parties have agreed to amend the Agreement in accordance
with Section 24.B to comply with the Fund's AML Program and the USA PATRIOT Act
and the BSA;
NOW, THEREFORE, in consideration of the mutual promises set forth and
for other good and valuable consideration, the parties hereby agree to amend the
Agreement as follows:
1. The following is hereby inserted as a new paragraph F to Section 4:
F. Service Company agrees to comply with the provisions of
the USA PATRIOT Act and the BSA, as they relate to the
Fund. Service Company further agrees to establish and
implement an Anti-Money Laundering Program, as defined
in Section 352 of the USA PATRIOT Act. In addition to
the usual and ordinary services of Transfer Agent and
Dividend Disbursing Agent set forth in this Agreement,
Service Company shall perform the services necessary to
ensure that the Fund is in compliance with the USA
PATRIOT Act and the BSA, including but not limited to
implementing policies and procedures, maintaining books
and records and responding to requests for information
pursuant to the USA PATRIOT Act and the BSA. Service
Company acknowledges that, in compliance with the USA
PATRIOT Act and the BSA, the
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Fund has adopted an Anti-Money Laundering Program, the
USA PATRIOT Act and the BSA, as the same may apply to
the Service Company, now or in the future. Service
Company further agrees to provide to the Fund such
reports, certification and contractual assurances as may
be requested by the Fund.
2. Paragraph F of Section 8 is hereby amended by inserting the
following at the end thereof:
All books and records required to be maintained for the
Fund under the USA PATRIOT Act and the BSA shall be made
available, for inspection and copying, to the U.S.
Department of Treasury's Financial Crimes Enforcement
Network and the Securities and Exchange Commission (the
"SEC") as may be requested pursuant to the USA PATRIOT
Act and the BSA.
3. Section 16 is hereby amended by inserting the following at the end
of the paragraph:
(6). Service Company shall create and maintain true and
complete books and records as required for the Fund by
the USA PATRIOT Act and the BSA.
4. Section 17 is amended by inserting the following at the end of the
paragraph:
All books and records required to be maintained under
the USA PATRIOT Act and the BSA shall be retained for
the periods specified therein.
5. Section 18 is hereby replaced in its entirety with the following:
J. In case of any request or demand for the inspection of
the share books of Fund or any other books of Fund in
the possession of Service Company, including a request
from FinCEN or the SEC under Paragraph F of Section 8
hereof, Service Company will notify Fund and to secure
instructions as to permitting or refusing such
inspection. Service Company reserves the right, however,
to exhibit the share books or other books to any person
in case it is advised by its counsel that it may be held
responsible for the failure to exhibit the share books
or other books to such person.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective duly authorized officer as of the day and year
first set forth above.
ATTEST: XXXXXXX EQUITY TRUST
/s/Xxxx Xxxxxxxx By: /s/Xxxxxx X. Xxxxxxx
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Xxxx Xxxxxxxx Xxxxxx X. Xxxxxxx
Secretary Vice President
ATTEST: XXXXXXX INVESTMENTS SERVICE
COMPANY
/s/Xxxxx X. Xxxxxxxx By: /s/Xxxxxxx X. Xxxxxx
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Xxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxx
Assistant Secretary President
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