Exhibit 8(b)
Delegation Amendment
September 30, 2003
Xxxxxxx X. Xxxxx, Senior Vice President
and Treasurer
Xxxxxxx Xxxxx Funds for Institutions Series
One Financial Center, 23rd Floor
Boston, MA 02111
Dear Xx. Xxxxx:
Xxxxxxx Xxxxx Funds for Institutions Series (the "Fund") and State Street Bank
and Trust Company (the "Transfer Agent") are parties to an agreement dated as of
February 1, 2000 (the "Agreement") under which the Transfer Agent performs
certain transfer agency and/or record-keeping services for the Fund. 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"), the Fund has requested and the Transfer Agent has agreed to amend the
Agreement as of the date hereof in the manner set forth below:
WHEREAS, the USA PATRIOT Act imposes new anti-money laundering requirements on
financial institutions, including mutual funds;
WHEREAS, the Fund recognizes the importance of complying with the USA PATRIOT
Act and the Fund has developed and implemented a written anti-money laundering
program, which is designed to satisfy the requirements of the USA PATRIOT Act,
(the "Fund's Program");
WHEREAS, the USA PATRIOT Act authorizes a mutual fund to delegate to a service
provider, including its transfer agent, the implementation and operation of
aspects of the fund's anti-money laundering program; and
WHEREAS, the Fund desires to delegate to the Transfer Agent the implementation
and operation of certain aspects of the Fund's Program and the Transfer Agent
desires to accept such delegation.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements hereinafter contained, the parties hereby agree to amend the
Agreement, pursuant to the terms thereof, as follows:
1. Delegation; Duties
1.1 Subject to the terms and conditions set forth in the Agreement, the Fund
hereby delegates to the Transfer Agent those aspects of the Fund's Program
that are set forth on Exhibit A, attached hereto. The duties set forth on
Exhibit A may be amended, from time to time, by mutual agreement of the
parties upon the execution by both parties of a revised Exhibit A bearing
a later date than the date hereof.
1.2. The Transfer Agent agrees to perform such delegated duties, with respect
to the ownership of shares in the Fund for which the Transfer Agent
maintains the applicable shareholder information, subject to and in
accordance with the terms and conditions of the Agreement.
2. Consent to Examination
2.1 In connection with the performance by the Transfer Agent of the
above-delegated duties, the Transfer Agent understands and acknowledges
that the Fund remains responsible for assuring compliance with the USA
PATRIOT Act and that the records the Transfer Agent maintains for the Fund
relating to the Fund's 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. The Transfer Agent 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, the Transfer Agent will use its
best efforts to make available, during normal business hours, all required
records and information for review by such examiners.
3. Limitation on Delegation.
3.1 The Fund acknowledges and agrees that in accepting the delegation
hereunder, the Transfer Agent is agreeing to perform only those aspects of
the Fund's Program that have been expressly delegated hereby and is not
undertaking and shall not be responsible for any other aspect of the
Fund's Program or for the overall compliance by the Fund with the USA
PATRIOT Act. Additionally, the parties acknowledge and agree that the
Transfer Agent shall only be responsible for performing the delegated
duties with respect to the ownership of shares in the Fund for which the
Transfer Agent maintains the applicable shareholder information.
4. Expenses.
4.1 In consideration of the performance of the foregoing duties, the Fund
agrees to pay the Transfer Agent for the reasonable administrative expense
that may be associated with such additional duties. The terms of the
Agreement shall apply with respect to the payment of such expense in the
same manner and to the same extent as any other expenses incurred under
the Agreement.
5. Miscellaneous.
5.1 In all other regards, the terms and provisions of the Agreement shall
continue to apply with full force and effect.
5.2. Each party represents to the other that the execution and delivery of this
Amendment has been duly authorized.
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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.
WITNESSED BY: STATE STREET BANK AND TRUST COMPANY
/s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxx
------------------------- -------------------------------
Name: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxxx,
Title: Executive Vice President
WITNESSED BY: XXXXXXX XXXXX FUNDS FOR INSTITUTIONS
SERIES
/s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxx
--------------------- --------------------
Name: Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxx
Title: Asst. Treasurer Title: Treasurer
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EXHIBIT A
DELEGATED DUTIES
Date: September 30, 2003
Consistent with the services provided by the Transfer Agent and with respect to
the ownership of shares in the Fund for which the Transfer Agent maintains the
applicable shareholder information, the Transfer Agent shall:
o Submit all new account and registration maintenance transactions through
the Office of Foreign Assets Control ("OFAC") database and such other
lists or databases of trade restricted individuals or entities as may be
required from time to time by applicable regulatory authorities.
o Submit special payee checks though the OFAC database.
o Review redemption transactions that occur within thirty (30) days of
account establishment or maintenance.
o Review wires sent pursuant to banking instructions other than those on
file with the Transfer Agent.
o Review accounts with small balances followed by large purchases.
o Review accounts with frequent activity within a specified date range
followed by a large redemption.
o On a daily basis, review purchase and redemption activity per tax
identification number ("TIN") within the Funds to determine if activity
for that TIN exceeded the $100,000 threshold on any given day.
o Compare all new accounts and registration maintenance through the Known
Offenders database and notify the Fund of any match.
o Monitor and track cash equivalents under $10,000 for a rolling
twelve-month period and file IRS Form 8300 and issue the shareholder
notices required by the IRS.
o Determine when a suspicious activity report ("SAR") should be filed as
required by regulations applicable to mutual funds; prepare and file the
SAR. Provide the Fund with a copy of the SAR within a reasonable time
after filing; notify the Fund if any further communication is received
from U.S. Department of the Treasury or other law enforcement agencies
regarding the SAR.
o Compare account information to any FinCEN request received by the Fund and
provided to the Transfer Agent pursuant to USA PATRIOT Act Sec. 314(a).
Provide the Fund with documents/information necessary to respond to
requests under USA PATRIOT Act Sec. 314(a) within required time frames.
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EXHIBIT A
DELEGATED DUTIES
Date: September 30, 2003
(continued)
o (i) Verify the identity of any person seeking to open an account with the
Fund, (ii) Maintain records of the information used to verify the person's
identity and (iii) Determine whether the person appears on any lists of
known or suspected terrorists or terrorists organizations provided to the
Fund by any government agency.
In the event that the Transfer Agent detects activity as a result of the
foregoing procedures, which necessitates the filing by the Transfer Agent of a
SAR, a Form 8300 or other similar report or notice to OFAC or other regulatory
agency, then the Transfer Agent shall also immediately notify the Fund unless
prohibited by applicable Law.
XXXXXXX XXXXX FUNDS FOR STATE STREET BANK AND TRUST COMPANY
INSTITUTIONS SERIES
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxx
----------------------- ---------------------------
Name: Xxxxxxx X. Xxxxx Xxxxxx X. Xxxxxx,
Title: Treasurer Executive Vice President
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