Exhibit (h)(1)(c)
AMENDMENT No. 1 to the AGENCY AGREEMENT
This AMENDMENT NO. 1 is made as of July 24, 2002 to that certain AGENCY
AGREEMENT (together with the exhibits and supplements attached here and thereto,
this "Agreement"), dated January 1, 1989, by and between XXXXXXX DYNAMIC GROWTH
FUND (the "Fund") and STATE STREET BANK AND TRUST COMPANY , a state chartered
trust company organized and existing under the laws of the state of
Massachusetts ("SSBTC") (formerly Investors Fiduciary Trust Company, acquired by
SSBTC, effective August 31, 2000, whereupon SSBTC was assigned this Agreement).
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 SSBTC 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 24B 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. SSBTC agrees to comply with the provisions of the USA
PATRIOT Act and the BSA, as they relate to the Fund.
SSBTC 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, SSBTC
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:
SSBTC 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 SSBTC, including a request from
FinCEN or the SEC under Paragraph F of Section 8
hereof, SSBTC will endeavor to notify Fund and to
secure instructions as to permitting or refusing such
inspection. SSBTC 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 DYNAMIC GROWTH FUND
________________________________ By:_________________________________
Xxxx Xxxxxxxx Xxxxxx X. Xxxxxxx
Secretary Vice President
ATTEST: STATE STREET BANK AND TRUST
COMPANY
________________________________ By:_________________________________
Xxxxxxx X. Xxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx
Associate General Counsel Executive Vice President
