Exhibit (e)(iv)
AMENDMENT TO UNDERWRITING AGREEMENTS
Each of the investment companies, including each series thereof as set
forth below (the "Funds"), and Xxxx Xxxxx Xxxx Xxxxxx, Incorporated ("LMWW"),
make this Amendment to Underwriting Agreements ("Amendment") as of this 24th day
of July 2003. In accordance with the amendment section of each Underwriting
Agreement listed on Schedule A attached (the "Agreements"), the parties desire
to amend the Agreements as set forth herein.
WHEREAS, the USA PATRIOT Act of 2001 and the regulations promulgated
thereunder (collectively, the "PATRIOT Act") impose anti-money laundering
requirements on financial institutions, including investment companies;
WHEREAS, in accordance with the PATRIOT Act, the Funds have implemented an
Anti-Money Laundering Program ("AML Program");
WHEREAS, the PATRIOT Act permits the Funds to contractually delegate the
implementation and operation of the AML Program to the Funds' service providers,
including to LMWW;
WHEREAS, the Funds desire to delegate to LMWW the implementation and
operation of the AML Program as it applies to the ownership of shares held in
shareholder accounts that are established by LMWW on LMWW's books and records
(the "LMWW Accounts"), and LMWW desires to accept such delegation.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements hereinafter contained, the parties hereby agree to amend the
Agreements to include the following:
1. DELEGATION. The Funds hereby direct LMWW, and LMWW agrees, to implement
and operate the following aspects of the AML Program:
A. Verify, at the time of opening a new LMWW Account and on a daily
basis thereafter, that no account owner or person authorized to
effectuate transactions in an account appears on any government list
of persons with whom the Funds are prohibited from transacting
business;
B. Implement by October 1, 2003 a Customer Identification Program for
the LMWW Accounts meeting the standards set forth in the AML Program;
C. To the extent required under applicable law, monitor cash equivalent
transactions in the LMWW Accounts and file Form 8300 in accordance
with Internal Revenue Code Section 6050I;
D. Monitor each LMWW Account for unusual or suspicious activity and file
suspicious activity reports as necessary or appropriate;
E. Institute a system to train all employees who will perform the duties
delegated herein;
F. Institute an independent audit program designed to verify that LMWW
has adopted adequate policies and procedures to insure performance of
the duties delegated herein; and
G. Maintain any records required by the PATRIOT Act to be maintained in
connection with the performance of the delegated duties.
2. CONSENT TO EXAMINATION. LMWW understands and acknowledges that any records
LMWW maintains on behalf of the Funds relating to the AML Program may be
subject, from time to time, to examination or inspection by the Funds or a
government agency having jurisdiction over the Funds so that the Funds or the
government agency may evaluate the Funds' compliance with the PATRIOT Act. LMWW
hereby consents to such examination or inspection and agrees to cooperate with
the Funds or such government agency in connection with its review. For purposes
of such examination or inspection, LMWW will use its best efforts to make
available, during normal business hours, all required records and information
for review by the Funds or such government agency.
3. LIMITATION ON DELEGATION. The Funds acknowledge and agree that LMWW, in
accepting the delegation hereunder, is agreeing to perform only those aspects of
the AML Program that have been expressly delegated hereby and is not undertaking
and shall not be responsible for any other aspect of the AML Program or for the
overall compliance by the Funds with the PATRIOT Act.
4. NOTICE TO FUNDS. In the event that LMWW files a suspicious activity
report, a Form 8300, or other report or notice with any regulatory or government
agency, then LMWW shall immediately notify the Funds' Anti-Money Laundering
Compliance Officer, unless prohibited by applicable law.
5. PAYMENT FOR SHARES. LMWW shall follow the Funds' policies regarding
acceptable methods of payment for the purchase of Fund shares, which may change
from time to time.
6. DEALER AGREEMENTS. In the event that LMWW retains one or more brokers in
connection with the offering and sale of shares of the Funds, LMWW shall obtain
representations from such broker to the effect that such broker has implemented
an anti-money laundering program complying with such broker's legal obligations
under the PATRIOT Act.
7. AGENTS. LMWW may engage one or more agents to perform the anti-money
laundering services on behalf of the Funds contemplated hereby, provided that in
such event LMWW shall remain responsible to the Funds for the acts or omissions
of such agent to the same extent as LMWW is for its own acts or omissions.
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8. REPORTING. At the written request of the Funds, LMWW will provide promptly
to the Funds, upon receipt or creation, the following documents or information:
(a) any policies or procedures adopted by LMWW to insure performance of the
duties delegated herein, and any material amendments thereto; (b) any report or
notice filed on behalf of the Funds with any regulatory or government agency;
(c) the results of any examination by any regulatory or government agency as
contemplated by Section 2, above; (d) any audit report produced pursuant to
Section 1.F. herein; and (e) any other information reasonably requested by the
Funds.
9. BINDING EFFECT. This Agreement shall inure to the benefit of and be
binding upon the parties and their respective permitted successors and assigns.
10. CONFLICTS. All defined terms and definitions in the Agreement shall be
the same in this Amendment except as specifically revised by this Amendment.
Except as specifically set forth in this Amendment, all other terms and
conditions of the Agreements shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
XXXX MASON CASH RESERVE TRUST
XXXX XXXXX INCOME TRUST, INC.
XXXX XXXXX TAX-EXEMPT TRUST, INC.
XXXX XXXXX TAX-FREE INCOME FUND
XXXX XXXXX FOCUS TRUST, INC.
XXXX XXXXX GLOBAL TRUST, INC.
XXXX XXXXX INVESTORS TRUST, INC.
XXXX XXXXX LIGHT STREET TRUST, INC.
XXXX XXXXX VALUE TRUST, INC.
XXXX XXXXX SPECIAL INVESTMENT TRUST, INC.
XXXX XXXXX INVESTMENT TRUST, INC.
XXXX XXXXX XXXXXXX STREET TRUST, INC.
/s/ Xxxxx Xxxxxxxxx
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By: Xxxxx Xxxxxxxxx
Title: Vice President
XXXX XXXXX XXXX XXXXXX, INCORPORATED
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/s/ Xxxxxxxxx X. Xxxxx
--------------------------------------
By: Xxxxxxxxx X. Xxxxx
-----------------------------------
Title Vice President
---------------------------------
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SCHEDULE A
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1. Amended Underwriting Agreement between Xxxx Mason Cash Reserve Trust and
Xxxx Xxxxx Xxxx Xxxxxx, Inc. dated May 10, 1996.
2. Amended Underwriting Agreement between Xxxx Xxxxx Income Trust, Inc. and
Xxxx Xxxxx Xxxx Xxxxxx, Inc. dated February 7, 1996.
3. Amended Underwriting Agreement between Xxxx Xxxxx Tax-Exempt Trust, Inc.
and Xxxx Xxxxx Xxxx Xxxxxx, Inc. dated February 7, 1996.
4. Underwriting Agreement between Xxxx Xxxxx Tax-Free Income Fund and Xxxx
Xxxxx Xxxx Xxxxxx, Inc. dated February 7, 1996.
5. Underwriting Agreement between Xxxx Xxxxx Value Trust, Inc. and Xxxx Xxxxx
Xxxx Xxxxxx, Inc. dated February 7, 1996.
6. Underwriting Agreement between Xxxx Xxxxx Special Investment Trust, Inc.
and Xxxx Xxxxx Xxxx Xxxxxx, Inc. dated February 7, 1996.
7. Underwriting Agreement between Xxxx Xxxxx Focus Trust, Inc. and Xxxx Xxxxx
Xxxx Xxxxxx, Inc. dated June 30, 1998.
8. Underwriting Agreement between Xxxx Xxxxx Global Trust, Inc. on behalf of
Xxxx Xxxxx Global Government Trust and Xxxx Xxxxx Xxxx Xxxxxx, Inc. dated
February 7, 1996.
9. Underwriting Agreement between Xxxx Xxxxx Global Trust, Inc. on behalf of
Xxxx Xxxxx Global Equity Trust (now Xxxx Xxxxx International Equity Trust) and
Xxxx Xxxxx Xxxx Xxxxxx, Inc. dated February 7, 1996.
10. Underwriting Agreement between Xxxx Xxxxx Global Trust, Inc. on behalf of
Xxxx Xxxxx Emerging Markets Trust and Xxxx Xxxxx Xxxx Xxxxxx, Inc. dated May 1,
1996.
11. Underwriting Agreement between Xxxx Xxxxx Global Trust, Inc. on behalf of
Xxxx Xxxxx Europe Fund and Xxxx Xxxxx Xxxx Xxxxxx, Inc. dated October 5, 1999.
12. Underwriting Agreement between Xxxx Xxxxx Investors Trust, Inc. on behalf
of Xxxx Xxxxx American Leading Companies Trust and Xxxx Xxxxx Xxxx Xxxxxx, Inc.
dated February 7, 1996.
13. Underwriting Agreement between Xxxx Xxxxx Investors Trust, Inc. on behalf
of Xxxx Xxxxx Balanced Trust and Xxxx Xxxxx Xxxx Xxxxxx, Inc. dated May 10,
1996.
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14. Underwriting Agreement between Xxxx Xxxxx Investors Trust, Inc. on behalf
of U.S. Small-Capitalization Value Trust and Xxxx Xxxxx Xxxx Xxxxxx, Inc. dated
May 1, 1998.
15. Underwriting Agreement between Xxxx Xxxxx Investors Trust, Inc. on behalf
of Xxxx Xxxxx Financial Services Fund and Xxxx Xxxxx Xxxx Xxxxxx, Inc. dated as
of October 5, 1999.
16. Underwriting Agreement between Xxxx Xxxxx Light Street Trust, Inc. on
behalf of Classic Valuation Fund and Xxxx Xxxxx Xxxx Xxxxxx, Inc. dated
November 1, 1999.
17. Underwriting Agreement between Xxxx Xxxxx Investment Trust, Inc. on behalf
of Xxxx Xxxxx Opportunity Trust and Xxxx Xxxxx Xxxx Xxxxxx, Inc. dated
December 23, 1999.
18. Underwriting Agreement between Xxxx Xxxxx Xxxxxxx Street Trust, Inc. and
Xxxx Xxxxx Xxxx Xxxxxx, Inc. dated June 3, 1998.
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