Exhibit (h)(ii)(c)
AMENDMENT No. 1 to the MASTER SERVICES AGREEMENT
This AMENDMENT NO. 1 is made as of June __, 2002 to that certain MASTER SERVICES
AGREEMENT (together with the Appendices, the "Agreement"), dated September 1,
2000 by and between INVESTMENT COMPANY CAPITAL CORP., a Maryland corporation
("ICCC") and each entity listed in Appendix I hereto (collectively, the
"Funds"). Each Fund is a Maryland corporation, except DEUTSCHE INVESTORS
PORTFOLIOS TRUST (formerly, Flag Investors Portfolios Trust), which is a New
York business Trust (the "Trust").
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 and other covered
financial institutions 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 ICCC 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 12(f) 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. Section 4 is hereby replaced in its entirety with the following:
Records. The books and records pertaining to the Fund that are
in the possession of ICCC shall be the property of the Fund,
respectively. Such books and records shall be prepared and
maintained as required by the 1940 Act and other applicable
securities laws and rules and regulations, including the USA
PATRIOT Act and the BSA. The Fund, or the Fund's authorized
representatives, shall have access to such books and records
at all times during ICCC's normal business hours. Upon the
reasonable request of the Fund, ICCC shall provide copies of
any such books and records to the Fund or to the authorized
representative of the Fund at the Fund's expense, as the case
may be. All books and records required to be
maintained 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.
2. Section 6 is hereby replaced in its entirety with the following:
Compliance with Governmental Rules and Regulations. The Fund
and assumes full responsibility for insuring that the Fund
complies with all applicable requirements of the 1933 Act, the
Securities Exchange Act of 1934(the "1934 Act"), the 1940 Act,
and any laws, rules and regulations of governmental
authorities having jurisdiction. ICCC undertakes to comply
with all applicable requirements of the 1933 Act, the 1934
Act, the 1940 Act, the Commodities Exchange Act (if
applicable), and all laws, rules and regulations of
governmental authorities having jurisdiction with respect to
the performance by ICCC of its duties under this Agreement. In
addition, in the performance of its duties under this
Agreement, ICCC shall perform the services set forth herein so
that the Fund is in compliance with the USA PATRIOT Act, 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. ICCC shall establish and implement an Anti-Money
Laundering Program, as defined in Section 352 of the USA
PATRIOT Act.
2
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first above written.
FLAG INVESTORS COMMUNICATIONS FUND, INC.
FLAG INVESTORS SERIES FUNDS, INC.
EMERGING GROWTH FUND, INC.
FLAG INVESTORS EQUITY PARTNERS FUND, INC.
REAL ESTATE SECURITIES FUND, INC.
FLAG INVESTORS SHORT-INTERMEDIATE INCOME FUND, INC.
FLAG INVESTORS VALUE BUILDER FUND, INC.
DEUTSCHE INVESTORS FUNDS, INC.
DEUTSCHE INVESTORS PORTFOLIOS TRUST
------------------------------------
By:
Title: Secretary
INVESTMENT COMPANY CAPITAL CORP.
------------------------------------
By:
Title: President
3
