AMENDMENT NO. [1] TO [AMENDED AND RESTATED] TRANSFER AGENCY AND
ADMINISTRATIVE AGREEMENT
THIS AMENDMENT is made as of the 24th day of July, 2002, between Accessor Funds,
Inc. a Maryland corporation (the "Fund") and Accessor Capital Management, LP
("Accessor"), a Washington limited partnership. The parties hereby amend their
[Amended and Restated] Transfer Agency and Administrative Agreement dated as of
December 1, 1995 ("Agreement"), as set forth below.
WHEREAS, the Bank Secrecy Act, as amended by the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act (together, the "BSA"), requires the Fund to develop and implement
an anti-money laundering program; and
WHEREAS, the Fund has adopted the anti-money laundering program ("AML Program")
set forth in Schedule 1 hereto, as it may be amended from time to time; and
WHEREAS, the regulations under the BSA permit a mutual fund to contractually
delegate the implementation of a fund's anti-money laundering program to a
service provider; pursuant to that authority, the Fund wishes to delegate the
implementation of certain aspects of its AML Program to Accessor; and
WHEREAS, Accessor is willing to perform such services on the terms and
conditions set forth herein.
NOW THEREFORE, in consideration of the foregoing and the mutual promises set
forth below, the parties agree as follows:
1. EFFECTIVENESS OF AGREEMENT. This Agreement shall become effective
immediately as of the date first written above.
2. DELEGATION. The Fund hereby delegates to Accessor, and Accessor hereby
accepts, implementation of certain aspects of the Fund's AML Program, as
further set out in the AML Program, including provisions relating to:
(i) No Cash Policy; (ii) Check Acceptance Policy; (iii) Customer
Identification Program and Risk Assessment; (iv) Suspicious Activity
Monitoring and Reporting; (v) Recordkeeping; and (vi) Education and
Training of Accessor Personnel. Accessor further agrees to cooperate
with the Fund's Anti-Money Laundering Compliance Officer with respect to
Accessor's performance of its responsibilities under this Agreement.
3. REPRESENTATION AND WARRANTIES BY ACCESSOR. Accessor hereby represents
and warrants that:
a. Accessor has received a copy of the Fund's AML Program and undertakes
to perform all delegated responsibilities thereunder;
b. Accessor has adopted and will maintain a written anti-money laundering
program that includes policies and procedures that enable it to
perform its responsibilities under this Agreement;
c. Accessor has provided a copy of its anti-money laundering program to
the Fund; and
d. Accessor will pre-clear any amendment to its anti-money laundering
program with the Fund.
4. REPRESENTATIONS OF WARRANTIES BY THE FUND. The Fund hereby represents
and warrants that:
a. The Fund will promptly provide Accessor any amendment(s) to the Fund's
AML Program, which will be subject to the terms of this Agreement upon
delivery to Accessor.
5. REPORTS. Accessor will provide a copy of the results of any audits, or
any exam carried out by federal examiners, with respect to its
anti-money laundering program to the Fund.
6. CONSENT OF EXAMINATION. Accessor hereby consents to: (i) provide the
federal examiners information and records relating to the Fund's AML
Program maintained by Accessor upon request by federal examiners or the
Fund; and (ii) the inspection of Accessor by federal examiners for
purposes of the Fund's AML Program.
7. WAIVER. No waiver of any provision of this Agreement shall be binding
unless in writing and executed by the party granting such waiver. Any
valid waiver of a provision set forth herein shall not constitute a
waiver of any other provision of this Agreement and shall not constitute
a permanent or future waiver of such provision.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first above written.
ACCESSOR CAPITAL MANAGEMENT LP ACCESSOR FUNDS, INC.
By __________________________ By __________________________
Name: Name:
Title: Title:
