ANTI-MONEY LAUNDERING AMENDMENT
This ANTI-MONEY LAUNDERING AMENDMENT (this "Amendment") amends as of the
23rd day of October 2002 (the "Effective Date"), the Transfer Agency Service
Agreement, dated as of November 7, 1997, between Xxxxxxxxx Tax-Free Trust (the
"Trust") and PFPC Inc. ("PFPC") (the "Agreement").
For valuable consideration the receipt and sufficiency of which the parties
hereto hereby acknowledge, the Trust and PFPC hereby agree that, as of the
Effective Date, the Agreement shall (without any further action by either of the
parties hereto) be amended as follows:
1. Anti-Money Laundering. As of the Effective Date, the Agreement is amended
by adding the following new provision:
"Anti-Money Laundering. PFPC has implemented various anti-money laundering
("AML") procedures as described below, which it has found to be reasonable,
and the Trust desires to delegate certain AML procedures to PFPC, as
permitted by the USA PATRIOT Act (the "PATRIOT Act") and the regulations
promulgated hereunder. Consequently, the Trust and PFPC desire to amend the
Agreement to reflect such services explicitly as follows:
To the extent the other provisions of this Agreement require PFPC to
establish, maintain and monitor accounts of investors in the Trust
consistent with securities laws, PFPC shall perform all reasonable actions
necessary to help the Trust be in compliance with United States Federal AML
laws applicable to investor activity, including the Bank Secrecy Act and
the PATRIOT Act as follows: In this regard, PFPC shall: (a) establish and
implement written internal policies, procedures and internal controls
reasonably designed to prevent the Trust from being used to launder money
or finance terrorist activities and to achieve compliance with the
applicable provisions of the Bank Secrecy Act and the implementing
regulations thereunder; (b) undertake to revise such AML procedures as
necessary or appropriate; (c) provide for independent testing, by an
employee who is not responsible for the operation of PFPC's AML program or
by an outside party, for compliance with PFPC's established policies and
procedures; (d) designate a person or persons responsible for implementing
and monitoring the operation and internal controls of PFPC's AML program;
and (e) provide ongoing training of PFPC personnel relating to the
prevention of money-laundering activities. Upon the reasonable request of
the Trust, PFPC shall provide to the Trust's AML Compliance Officer: (x) a
copy of PFPC's written AML policies and procedures (it being understood
such information is to be considered confidential and treated as such and
afforded all protections provided to confidential information under this
Agreement): (y) a copy of a written assessment or report prepared by the
party performing the independent testing for compliance (or a summary
thereof, at PFPC's option), or a certification that the findings of the
independent party are satisfactory; and (z) a summary of the AML training
provided for appropriate personnel. In addition, PFPC shall provide the
Trust with information necessary for the Trust to prepare and file Form
8300 and any other suspicious activity reports, required under AML laws, in
connection with suspicious activity PFPC detects. PFPC agrees to permit
inspections relating to its AML program by U.S. Federal departments or
regulatory agencies with appropriate jurisdiction and to make available to
examiners from such departments or regulatory agencies such information and
records relating to its AML program as such examiners shall reasonably
request."
2. General. This Amendment contains the entire understanding between the
parties with respect to the services contemplated hereby. Except as
expressly set forth herein, the Agreement shall remain unaffected hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers, as of the day and year first above
written.
XXXXXXXXX TAX-FREE TRUST
By: _____________________________________
Name:
Title:
PFPC INC.
By: ______________________________________
Name:
Title:
