Exhibit 99. (h)(2)
[Form of] 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 each entity listed on Appendix I to the Agreement, each a
Maryland corporation (each a "Fund, collectively the "Funds"); the DEUTSCHE
INVESTORS PORTFOLIOS TRUST, a New York business Trust (the "Trust"); and
INVESTMENT COMPANY CAPITAL CORP., a Maryland corporation ("ICCC").
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, each Fund and the Trust have no employees, and account
openings and dealings with shareholders are maintained by ICCC as they relate to
each Fund and the Trust pursuant to the Agreement;
WHEREAS, each Fund and the Trust have 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 each Fund's and the Trust'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 each of the Funds
and the Trust that are in the possession of ICCC shall be the
property of each of the Funds and the Trust, 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. Each of the Funds and the Trust, or each of the
Funds' or the Trust'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 each of
the Funds or the Trust, ICCC shall provide copies of any such
books and records to each of the Funds or
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the Trust or to the authorized representative of each of the
Funds or the Trust at each of the Funds' or the Trust'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. Each of
the Funds and the Trust assumes full responsibility for
insuring that each Fund and the Trust comply 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 each Fund and the Trust 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.
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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.
SHORT-INTERMEDIATE INCOME FUND, INC.
FLAG INVESTORS VALUE BUILDER FUND, INC.
DEUTSCHE INVESTORS FUNDS, INC.
DEUTSCHE INVESTORS PORTFOLIOS TRUST
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By: Xxx X. Xxxxxx
Title: Secretary
INVESTMENT COMPANY CAPITAL CORP.
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By: Xxxxxxx X. Xxxx
Title: President
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