Exhibit (h)(12)
AMENDMENT No. 1 to the AGENCY AGREEMENT
This AMENDMENT NO. 1 is made as of June 11, 2002 to that certain AGENCY
AGREEMENT (together with the exhibits attached here and thereto, this
"Agreement"), dated November 13, 2000 by and between XXXXXXX STATE TAX FREE
TRUST (the "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.
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 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:
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. Paragraph J of Section 18 is hereby replaced in its entirety
with the following:
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 endeavor to 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.
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 STATE TAX FREE TRUST, on behalf of Xxxxxxx
Massachusetts Tax Free Fund, Class A, B, and C shares
By: /s/Xxxxxxxx Xxxxxxx By: /s/Xxxx Xxxxxxxx
------------------------------------------------- -----------------------------------------------
Xxxxxxxx Xxxxxxx Xxxx Xxxxxxxx
Assistant Secretary Vice President
ATTEST: XXXXXXX INVESTMENTS SERVICE COMPANY
By: /s/Xxxxxxxx Xxxxxxx By: /s/Xxxxxxx X. Xxxxxx
------------------------------------------------- -----------------------------------------------
Xxxxxxxx Xxxxxxx Xxxxxxx X. Xxxxxx
Assistant Secretary President
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