Exhibit (h)(8)
AMENDMENT No. 1 to the TRANSFER AGENCY AND SERVICE AGREEMENT
This AMENDMENT NO. 1 is made as of June 11, 2002 to that certain
TRANSFER AGENCY AND SERVICE AGREEMENT (together with the exhibits attached here
and thereto, this "Agreement"), dated October 2, 1989 by and between XXXXXXX
U.S. TREASURY MONEY FUND (the "Company") and XXXXXXX SERVICE CORPORATION, a
Massachusetts corporation (the "Agent").
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 Company has no employees, and account openings and
dealings with shareholders are maintained by the Agent as they relate to the
Company pursuant to the Agreement;
WHEREAS, the Company 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 Article 10, Section 10.01 to comply with the Company'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. Article 1, Section 1.02(a)(x) is hereby replaced in its
entirety with the following:
(x) Maintain records of account for and advise the
Company and its Shareholders as to the foregoing,
create and maintain true and complete books and
records as required for the Company by the USA
PATRIOT Act and the BSA, and establish and implement
an Anti-Money Laundering Program, as defined in
Section 352 of the USA PATRIOT Act;
2. Article 6, Section 6.04 is hereby replaced in its entirety
with the following:
6.04. The Agent shall keep records relating to the
services to be performed hereunder, in the form and
manner as it may deem
advisable, provided all records required to be
created and maintained under the USA PATRIOT Act and
BSA shall be in the form and manner prescribed by
U.S. Department of Treasury's Financial Crimes
Enforcement Network ("FinCEN") and the Securities and
Exchange Commission ("SEC"), as the case may be. To
the extent required by Section 31 of the Investment
Company Act of 1940, as amended, (the "Act") and the
Rules thereunder, the Agent agrees that all such
records prepared or maintained by the Agent relating
to the services to be performed by the Agent
hereunder and those records that the Company and the
Agent agree from time to time to be the records of
the Company are the property of the Company and will
be preserved, maintained and made available in
accordance with the USA PATRIOT Act, the BSA, the
Acts, and all rules and regulations promulgated
thereunder Section and Rules, and will be surrendered
promptly to the Company on and in accordance with its
request. Records surrendered hereunder shall be in
machine readable form, except to the extent that the
Agent has maintained such a record only in paper
form.
3. Article 6, Section 6.06 is hereby replaced in its entirety
with the following:
6.06. In case of any requests or demands for the
inspection of the Shareholders records of the
Company the Agent will endeavor to notify the
Company and to secure instructions from an
authorized officer of the Company as to such
inspection. The Agent reserves the right, however,
to exhibit the Shareholders records to any person
whenever it is reasonably advised by its counsel
that it may be held liable for the failure to
exhibit the Shareholders records to such person.
Notwithstanding the foregoing, all books and records
shall be made available, for inspection and copying,
to the FinCEN and the SEC as may be requested
pursuant to the USA PATRIOT Act and the BSA.
4. The following is hereby inserted as a new Section 6.09 to
Article 6:
6.09. The Agent agrees to comply with the provisions of
the USA PATRIOT Act and the BSA, as they relate to
the Company. In addition to the usual and ordinary
services specifically set forth in Article 1, the
Agent shall perform the services necessary to ensure
that the Company 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf under their seals by and through
their duly authorized officers, as of the day and year first above written.
[SEAL] XXXXXXX U.S. TREASURY MONEY FUND
By: /s/Xxxx Xxxxxxxx
----------------------------------
Xxxx Xxxxxxxx
Vice President
[SEAL] XXXXXXX SERVICE CORPORATION
By: /s/Xxxxxxx X. Xxxxxx
----------------------------------
Xxxxxxx X. Xxxxxx
President
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PREMIUM SHARING AGREEMENT
-------------------------
THIS PREMIUM SHARING AGREEMENT (the "Agreement") is made as of
September 30, 2001, by and among the investment companies listed as signatories
on Schedule A to this Agreement (the "Funds") and Zurich Xxxxxxx Investments,
Inc. ("Zurich Xxxxxxx"), acting on its own behalf and on behalf of certain of
its incorporated and unincorporated affiliates or benefit plans identified by an
asterisk on Schedule A to this Agreement (individually hereinafter referred to
as an "Affiliate" or collectively as "Affiliates") (sometimes individually
hereinafter referred to as a "party" or collectively as "parties").
WHEREAS, Zurich Xxxxxxx and certain Affiliates act as investment
adviser, administrator and/or underwriter to each of the Funds and may from time
to time hereafter act in the same capacity with respect to other investment
companies and also supervise the handling and settlement of claims under joint
fidelity bonds and liability insurance policies purchased for the protection of
Zurich Xxxxxxx and its Affiliates and the Funds;
WHEREAS, the Funds, Zurich Xxxxxxx and the Affiliates have been named
as Insureds under at least one of the following policies: (i) joint insured
fidelity bonds (hereinafter referred to individually as a "Bond" and
collectively as the "Bonds") as may be approved, from time to time, by the
Funds' respective Boards of Directors/Trustees (hereinafter referred to
individually as a "Board" and collectively as the "Boards"), and (ii) directors
and officers/errors and omissions insurance policies and such other insurance
policies as may be approved from time to time by the Funds' respective Boards
(hereinafter referred to individually as a "Policy" and collectively as the
"Policies");
WHEREAS, ICI Mutual Insurance Company ("ICI") requires, as a condition
to issuing its Bond and Policy (the "ICI Bond and Policy"), that its Insureds
furnish a Letter of Credit in an amount determined by the ICI;
WHEREAS, the parties have appointed Zurich Xxxxxxx as their agent to
procure the Letter of Credit and to establish (i) the criteria by which all
costs of the Letter of Credit shall be allocated among the parties covered by
the ICI Bond and/or Policy and (ii) the parties' respective obligations to
reimburse Zurich Xxxxxxx for any draws by ICI on the Letter of Credit and for
any expenses Zurich Xxxxxxx incurs as agent in connection with the Letter of
Credit;
WHEREAS, the parties desire to establish further (i) the criteria by
which the premiums for the Bonds and the Policies shall be allocated among the
parties, (ii) the basis on which additional investment companies for which
Zurich Xxxxxxx or its affiliates may hereafter act as investment adviser may be
added as named Insureds under the Bonds and the Policies, (iii) the criteria by
which recoveries under the Bonds and the Policies shall be allocated among the
parties covered under same, and (iv) the manner in which Zurich Xxxxxxx will
report to the Funds' respective Boards information about claims and recoveries
under any of the Bonds and Policies;
NOW, THEREFORE, it is agreed as follows:
1. Zurich Xxxxxxx shall pay, on behalf of itself and the Affiliates, a
percentage of the premium for the Bonds and for the Policies as shall be
mutually agreed upon among Zurich Xxxxxxx and the Funds. From time to time,
adjustments may be made to the percentage of the premiums paid by Zurich Xxxxxxx
by mutual agreement among Zurich Xxxxxxx and the Funds. Each Fund shall pay a
portion of the balance of the premium of each Bond or Policy under which it is
covered, which portion shall be determined as of a specified date, which date
shall be the same for all Funds, by calculating the proportion of net assets of
a Fund on said date to the aggregate net assets of all of the Funds on said date
and applying said proportion to the balance of the respective premium, unless
the parties determine that it would be more equitable for certain Funds to pay a
different amount. From time to time, adjustments may be made by mutual agreement
of the Funds to the portion of the balance of the premiums theretofore paid by a
Fund, based on a subsequent change or changes in the net assets of one or more
Funds or the addition or withdrawal of a Fund or Funds pursuant to this
Agreement.
2. If each of the insurers issuing either a Bond or a Policy (the
"Insurers") is willing, with or without additional premium, to add, as an
Insured under a Bond and/or Policy, any investment company not listed as a
signatory to this Agreement for which Zurich Xxxxxxx or an Affiliate thereof is
investment adviser, administrator or underwriter, which investment company may
be included in the Bond pursuant to Rule 17g-1(b) under the Investment Company
Act of 1940, as amended (the "Act"), if applicable, or to add, as an Insured
under a Bond and/or Policy, any affiliate of Zurich Xxxxxxx, the Funds and
Zurich Xxxxxxx agree (a) that such addition may be made provided that the
non-interested directors or trustees of the Funds covered by the Bond and/or
Policy shall approve such addition and (b) that such additional entity may
become a party to this Agreement and be included within the terms "Fund" or
"party", provided that in each case such entity shall have executed and
delivered to the Fund and Zurich Xxxxxxx its written agreement to become a party
hereto and to be bound by the terms of this Agreement.
3. In the event that the claims of loss of two or more Insureds under a
Bond or a Policy are so related that the Insurers are entitled to assert that
the claims must be aggregated, or in the event that the aggregate recovery by
two or more Insureds under a Bond or a Policy is less than the aggregate loss
incurred by the Insureds that gave rise to the claims, the following rules shall
determine, as among the claimants, the priority of satisfaction of the claims
under the Bond or Policy:
A. Neither Zurich Xxxxxxx nor any Affiliate, if a claimant, shall
receive any portion of the proceeds with respect to a claim under a
Bond until each Fund claimant with respect to the same claim shall have
received the lesser of (i) proceeds equal to the full amount of its
claim or (ii) the amount which it would have received had it provided
and maintained a single insured bond with a minimum coverage which such
Fund would have been required to carry by Rule 17g-1(d) under the Act
at the time the claim arose. When either condition has been fulfilled,
Zurich Xxxxxxx and any Affiliate may participate in the proceeds on the
same basis as a Fund claimant.
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B. With respect to claims under any of the Policies, the proceeds of
such claims shall be allocated first to any claims made by
disinterested trustees/directors of the Funds for which indemnification
is for any reason not available and the balance of the proceeds shall
be allocated as follows: (i) between or among Zurich Xxxxxxx and any
Affiliate, as one party, and each Fund, each as a party, the parties
shall share equally in the proceeds up to the amount of their
respective claims; or (ii) between or among each Fund, the parties
shall share equally in the proceeds up to the amount of their
respective claims.
4. Zurich Xxxxxxx as agent for each party covered under the ICI Bond
and Policy has procured the Letter of Credit on the terms set forth in the
Standby Letter of Credit Application and Agreement. Zurich Xxxxxxx agrees to pay
all costs and expenses of the Letter of Credit as agent for the covered Funds
but shall be liable therefor as principal only to the extent of the same
percentage of such costs and expenses as the percentage of the applicable
premium or premiums which it is required to pay hereunder. In the event that ICI
shall draw on the Letter of Credit, Zurich Xxxxxxx shall reimburse the issuer of
the Letter of Credit in full as agent for the covered Funds, but shall be liable
therefore as principal only to the extent of the same percentage of such draw as
the percentage of the applicable premium or premiums which it is required to pay
hereunder. Each covered Fund hereby authorizes Zurich Xxxxxxx to be reimbursed
by the Fund for the Fund's share of all costs and expenses, which share shall be
determined by Zurich Xxxxxxx as of a specified date that is the same for all
Funds by calculating the proportion which the net assets of such Fund on said
date bears to the aggregate of the net assets of all of the covered Funds on
said date and applying said proportion to the balance of such costs and expenses
or the reimbursement of the amount drawn on the Letter of Credit, as the case
may be, after deducting the portion for which Zurich Xxxxxxx is liable as
principal.
5. Zurich Xxxxxxx shall provide, on a quarterly basis, a report
to the Funds' respective Boards which shall include:
(i) a description of any claim made during the preceding
calendar quarter under any of the Bonds;
(ii) a description of any claim made during the preceding
calendar quarter under any of the Policies; and
(iii) a description of the current status of any matter
previously reported by Zurich Xxxxxxx to the Funds'
respective Boards pursuant to this Section 5.
Notwithstanding the foregoing, Zurich Xxxxxxx shall provide immediate
notice to the Funds' respective Boards of any claim made under any Policy if, in
Zurich Xxxxxxx'x reasonable judgment, the probable ultimate cost of the claim,
including costs of defense, exceeds $10 million.
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6. This Agreement shall become effective as of the date first above
written, and shall remain in full force and effect with respect to the Bonds
during the effective period of the Bonds as specified therein and with respect
to the Policies during the effective period of the Policies as specified
therein. Any party may withdraw from this Agreement and the Bonds and Policies
upon sixty (60) days' written notice to each of the other parties and the
Securities and Exchange Commission in accordance with Rule 17g-1 under the Act,
if applicable. The withdrawing party shall be entitled to receive its
proportionate share of any premium refund received from the Insurer.
7. The obligations of the Funds which are organized as Massachusetts
business trusts, or any other investment company organized as a Massachusetts
business trust which may be added pursuant to Section 2 under this Agreement,
are not binding upon any of the trustees or holders of shares of beneficial
interest of any such trust individually, but bind only the respective trust
estate of each.
This Agreement shall supersede all prior premium sharing agreements
entered into among the Funds and Zurich Xxxxxxx, acting on its own behalf and on
behalf of its Affiliates. Notwithstanding the foregoing, claims made under a
Bond or Policy during a period prior to the effective date of this Agreement
(and any recoveries related to any such claims) shall be subject to the terms of
the premium sharing agreement in effect during that period.
IN WITNESS WHEREOF the parties have caused this Agreement to be
executed by their officers, as appropriate, hereunto duly authorized all as of
the day and year first above written.
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Schedule A
Xxxxxxx Investments Marketing Services, Inc.
Zurich Xxxxxxx Insurance Agency of Alabama, Inc. (formerly ZKI Agency of
Alabama, Inc.)
Xxxxxxx Financial Services Inc.
SS&C Overseas Corporation
Xxxxxxx Investor Services, Inc.
Xxxxxxx Service Corporation
Xxxxxxx Trust Company (dba Zurich Xxxxxxx Trust Company)
Xxxxxxx Realty Advisors, Inc.
Xxxxxxx Fund Advertising, Inc.
Xxxxxxx Insurance Agency of Massachusetts, Inc.
Xxxxxxx Insurance Agency of New York, Inc.
Xxxxxxx Insurance Agency of California, Inc.
AARP Xxxxxxx Financial Management Company
Xxxxxxx Fund Accounting Corp.
Xxxxxxx Realty Holdings Corporation
The Xxxxxxx Charitable Foundation
Xxxxxxx Capital Asset Corporation
Xxxxxxx Capital Planning Corporation
SS&C Investment Corporation
SIS Investment Corporation
SRV Investment Corporation
Xxxxxxx Defined Contribution Services, Inc.
Xxxxxxx Realty Holdings (II) L.L.C.
Xxxxxxx, Xxxxxxx & Xxxxx Corporation
Xxxxxxx Investments Service Company (formerly Xxxxxx Service Company)
Xxxxxxx Distributors, Inc. (formerly Xxxxxx Distributors, Inc.)
Zurich Xxxxxx Investments, Inc.
Zurich Investment Management, Inc.
Zurich Xxxxxxx Insurance Agency, Inc. (formerly ZKI Agency, Inc.)
Xxxxxxx Capital Stock Corporation
Zurich Xxxxxxx Investments, Inc. Omnibus Welfare Benefit Plan
Zurich Xxxxxxx Investments, Inc. Defined Benefit Plan and Trust
Scudder, Stevens, and Xxxxx Supplemental Retirement Income Plan
Xxxxxxx Xxxxxx Investments, Inc. Profit Sharing and 401(k) Plan
Xxxxxxx, Xxxxxxx & Xxxxx Dependent Care Assistance Plan
Xxxxxx Corporation Cafeteria Benefit Plan
Zurich Xxxxxxx Investments, Inc. Money Purchase Plan
Xxxxxx Corporation General Benefit Plan
Zurich Insurance Company
Zurich Xxxxxx Investments, Inc. Supplemental Profit Sharing Plan
Xxxxxx Distributors, Inc. Supplemental Profit Sharing Plan
Zurich Xxxxxx Value Advisors, Inc. Supplemental Profit Sharing Plan
Zurich Xxxxxx Service Company Supplemental Profit Sharing Plan
Zurich Investment Management, Inc. Supplemental PSP
Zurich Xxxxxxx Excess Retirement Plan
Global/International Fund, Inc.
Investment Trust
Xxxxxxx Cash Investment Trust
Xxxxxxx Funds Trust
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Xxxxxxx Income Trust
Xxxxxxx International Fund, Inc.
Xxxxxxx Money Market Trust
Xxxxxxx Municipal Trust
Xxxxxxx Mutual Funds, Inc.
Xxxxxxx Pathway Series
Xxxxxxx Portfolio Trust
Xxxxxxx Securities Trust
Xxxxxxx State Tax Free Trust
Xxxxxxx Tax Free Money Fund
Xxxxxxx Tax Free Trust
Xxxxxxx U.S. Treasury Money Fund
Xxxxxxx Variable Series I
Value Equity Trust
The Argentina Fund, Inc.
The Brazil Fund, Inc.
The Korea Fund, Inc.
Xxxxxxxxxx Street Income Securities, Inc.
Xxxxxxx Global High Income Fund, Inc.
Xxxxxxx New Asia Fund, Inc.
Xxxxxxx Aggressive Growth Fund
Xxxxxxx Blue Chip Fund
Xxxxxxx Equity Trust
Xxxxxxx Floating Rate Fund
Xxxxxxx Growth Fund
Xxxxxxx High Yield Series
Xxxxxxx International Research Fund, Inc.
Xxxxxxx Investors Trust
Xxxxxxx New Europe Fund, Inc.
Xxxxxxx Portfolios
x Xxxxxxx Cash Reserves Fund
Xxxxxxx Small Capitalization Equity Fund
Xxxxxxx State Tax-Free Income Series:
x Xxxxxxx California Tax-Free Income Fund
x Xxxxxxx Florida Tax-Free Income Fund
x Xxxxxxx New York Tax-Free Income Fund
Xxxxxxx Strategic Income Fund
Xxxxxxx Target Equity Fund
Xxxxxxx Technology Fund
Xxxxxxx Total Return Fund
Xxxxxxx U.S. Government Securities Fund
Xxxxxxx Focus Value Plus Growth Fund
Xxxxxxx Value Series, Inc.
Xxxxxxx Variable Series II:
x Xxxxxxx Aggressive Growth Portfolio
x Xxxxxxx Blue Chip Portfolio
x Xxxxxxx Contrarian Value Portfolio
x Xxxxxxx Global Blue Chip Portfolio
x Xxxxxxx Government Securities Portfolio
x Xxxxxxx Growth Portfolio
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x Xxxxxxx High Yield Portfolio
x Xxxxxxx International Research Portfolio
x Xxxxxxx Investment Grade Bond Portfolio
x Xxxxxxx Money Market Portfolio
x Xxxxxxx New Europe Portfolio
x Xxxxxxx Small Cap Growth Portfolio
x Xxxxxxx Small Cap Value Portfolio
x Xxxxxxx Strategic Income Portfolio
x Xxxxxxx Technology Growth Portfolio
x Xxxxxxx Total Return Portfolio
x Xxxxxxx Focus Value+Growth Portfolio
o SVS Dreman Financial Services Portfolio
o SVS Dreman High Return Equity Portfolio
o SVS Focused Large Cap Growth Portfolio
o SVS Growth and Income Portfolio
o SVS Growth Opportunities Portfolio
o SVS Index 500 Portfolio
o SVS Dynamic Growth Portfolio
o SVS Mid Cap Growth Portfolio
o SVS Strategic Equity Portfolio
o SVS Venture Value Portfolio
Cash Account Trust
Cash Equivalent Fund
Investors Cash Trust
Investors Municipal Cash Fund
Tax-Exempt California Money Market Fund
Zurich Money Funds:
o Zurich Money Market Fund
o Zurich Government Money Fund
o Zurich Tax-Free Money Fund
Zurich YieldWise Funds:
o Zurich YieldWise Money Fund
o Zurich YieldWise Government Money Fund
o Zurich YieldWise Municipal Money Fund
Xxxxxxx High Income Trust
Xxxxxxx Intermediate Government Trust
Xxxxxxx Multi-Market Income Trust
Xxxxxxx Municipal Income Trust
Xxxxxxx Strategic Income Trust
Xxxxxxx Strategic Municipal Income Trust
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