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Exhibit (h)(iii)
DELEGATION AMENDMENT
July 15, 2003
Xxxx Xxxxx Mutual Funds
Xxxxx Xxxxxxxxx
000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Dear Xx. Xxxxxxxxx
Each of the investment companies set forth below, including each series thereof
(collectively, the "Fund") and State Street Bank and Trust Company (the
"Transfer Agent") are parties to Transfer Agency and Service Agreements (the
"Agreement(s)") under which the Transfer Agent performs certain transfer agency
and/or record-keeping services for the Fund. A list of the Agreements is
attached to this Delegation Amendment as Schedule X.
In connection with the enactment of the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001 and the regulations promulgated thereunder, (collectively, the "USA PATRIOT
Act"), the Fund has requested and the Transfer Agent has agreed to amend the
Agreements as of the date hereof in the manner set forth below:
WHEREAS, the USA PATRIOT Act imposes new anti-money laundering requirements on
financial institutions, including investment companies;
WHEREAS, the Fund recognizes the importance of complying with the USA PATRIOT
Act and the Fund has developed and implemented a written anti-money laundering
program, which is designed to satisfy the requirements of the USA PATRIOT Act,
(the "Fund's Program");
WHEREAS, the USA PATRIOT Act authorizes a the Fund to delegate to a service
provider, including its transfer agent, the implementation and operation of
aspects of the Fund's Program; and
WHEREAS, the Fund desires to delegate to the Transfer Agent the implementation
and operation of certain aspects of the Fund's Program and the Transfer Agent
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
Agreement, pursuant to the terms thereof, as follows:
1. Delegation; Duties
1.1 The Fund hereby delegates to the Transfer Agent those aspects of the
Fund's Program that are set forth on Exhibit A, attached hereto. The
duties set forth on Exhibit A may be amended, from time to time, by mutual
agreement of the parties upon the execution by both parties of a revised
Exhibit A bearing a later date than the date hereof.
1.2 The Transfer Agent agrees to perform such delegated duties, with respect
to the ownership of shares in the Fund for which the Transfer Agent
maintains the applicable shareholder information in accordance with the
terms and conditions of the Agreement. The parties expressly agree that
the Transfer Agent shall not be responsible for performing the delegated
duties with respect to the ownership of shares held in shareholder
accounts that are established by Xxxx Xxxxx Xxxx Xxxxxx, Incorporated
("Xxxx Xxxxx"), the principal underwriter for the Fund, on Xxxx Xxxxx'x
books and records ("Xxxx Xxxxx Broker Controlled Accounts").
2. Consent to Examination
2.1 In connection with the performance by the Transfer Agent of the
above-delegated duties, the Transfer Agent understands and acknowledges
that the Fund remains responsible for assuring compliance with the USA
PATRIOT Act and that the records the Transfer Agent maintains for the Fund
relating to the Fund's Program may be subject, from time to time, to
examination and/or inspection by federal regulators in order that the
regulators may evaluate such compliance. The Transfer Agent hereby: (i)
agrees to maintain any records required by the USA PATRIOT Act in
connection with its performance of the duties set forth on Exhibit A; and
(ii) consents to examination and/or inspection by federal regulators in
order that the regulators may evaluate the Funds' compliance with the
Fund's Program, and agrees to cooperate with such federal examiners in
connection with their review. For purposes of such examination and/or
inspection, the Transfer Agent will use its best efforts to make
available, during normal business hours, all required records and
information for review by such examiners.
3. Limitation on Delegation.
3.1 The Fund acknowledges and agrees that in accepting the delegation
hereunder, the Transfer Agent is agreeing to perform only those aspects of
the Fund's Program that have been expressly delegated hereby and is not
undertaking and shall not be responsible for any other aspect of the
Fund's Program or for the overall compliance by the Fund with the USA
PATRIOT Act. Additionally, the parties acknowledge and agree that the
Transfer Agent shall only be responsible for performing the delegated
duties with respect to the ownership of shares in the Fund for which the
Transfer Agent maintains the applicable shareholder information.
4. Expenses.
4.1 In consideration of the performance of the foregoing duties, the Fund
agrees to pay the Transfer Agent for the reasonable administrative expense
that may be associated with such additional duties. Currently there are
annual fees of $0.15/domestic account and $0.20/foreign account with a
$200/month minimum. The terms of the Agreement shall apply with respect to
the payment of such expense in the same manner and to the same extent as
any other expenses incurred under the Agreement. Fees shall not be payable
with respect to Xxxx Xxxxx Broker Controlled Accounts.
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5. Miscellaneous.
5.1 In all other regards, the terms and provisions of the Agreement shall
continue to apply with full force and effect.
5.2 Each party represents to the other that the execution and delivery of this
Amendment has been duly authorized.
5.3 This Delegation Amendment may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same agreement.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed
in its name and behalf by its duly authorized representative as of the date
first above written.
WITNESSED BY: STATE STREET BANK AND TRUST COMPANY
/s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
--------------------------------- -----------------------------------
Xxxxxx X. Xxxxxx, Executive Vice
President
Name: Xxxxxx X. Xxxxxx
----------------------------
Title: VP & Sr Counsel
---------------------------
WITNESSED BY: XXXX XXXXX XXXX RESERVE TRUST
XXXX XXXXX INCOME TRUST, INC.
XXXX XXXXX TAX-EXEMPT TRUST, INC.
Xxxx X. Xxxxx XXXX XXXXX TAX-FREE INCOME FUND
--------------------------------- XXXX XXXXX FOCUS TRUST, INC.
XXXX XXXXX GLOBAL TRUST, INC.
XXXX XXXXX INVESTORS TRUST, INC.
Name: Xxxx X. Xxxxx XXXX XXXXX LIGHT STREET TRUST, INC.
--------------------------- XXXX XXXXX VALUE TRUST, INC.
XXXX XXXXX SPECIAL INVESTMENT
TRUST, INC.
Title: Vice President and Secretary XXXX XXXXX INVESTMENT TRUST, INC.
-------------------------------- XXXX XXXXX XXXXXXX STREET TRUST, INC.
By: /s/ Xxxxx Xxxxxxxxx
--------------------------------
Xxxxx Xxxxxxxxx, Vice President
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EXHIBIT A
o DELEGATED DUTIES
Date: July 15, 2003
With respect to the ownership of shares in the Fund for which the Transfer Agent
maintains the applicable shareholder information, the Transfer Agent shall:
o Submit all new account and registration maintenance transactions through
the Office of Foreign Assets Control ("OFAC") database and such other
lists or databases of trade restricted individuals or entities as may be
required from time to time by applicable regulatory authorities.
o Submit special payee checks through the OFAC database.
o Review redemption transactions that occur within thirty (30) days of
account establishment or maintenance.
o Review wires sent pursuant to banking instructions other than those on
file with the Transfer Agent.
o Review accounts with small balances followed by large purchases.
o Review accounts with frequent activity within a specified date range
followed by a large redemption.
o On a daily basis, review purchase and redemption activity per tax
identification number ("TIN") within the Funds to determine if activity
for that TIN exceeded the $100,000 threshold on any given day.
o Compare all new accounts and registration maintenance through the Known
Offenders database and notify the Fund of any match.
o Monitor and track cash equivalents under $10,000 for a rolling
twelve-month period and file IRS Form 8300 and issue the shareholder
notices required by the IRS.
o Determine when a suspicious activity report ("SAR") should be filed as
required by regulations applicable to mutual funds; prepare and file the
SAR. Provide the Fund with a copy of the SAR within a reasonable time
after filing; notify the Fund if any further communication is received
from U.S. Department of the Treasury or other law enforcement agencies
regarding the SAR.
o Compare account information to any FinCEN request received by the Fund and
provided to the Transfer Agent pursuant to USA PATRIOT Act Sec. 314(a).
Provide the Fund with documents/information necessary to respond to
requests under USA PATRIOT Act Sec. 314(a) within required time frames.
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EXHIBIT A
DELEGATED DUTIES
Date: July 15, 2003
(continued)
o (i) Verify the identity of any person seeking to open an account with the
Fund, (ii) Maintain records of the information used to verify the person's
identity and (iii) Determine whether the person appears on any lists of
known or suspected terrorists or terrorists organizations provided to the
Fund by any government agency.
In the event that the Transfer Agent detects suspicious activity as a result of
the foregoing procedures, which necessitates the filing by the Transfer Agent of
a SAR, a Form 8300 or other similar report or notice to OFAC or other regulatory
agency, then the Transfer Agent shall also immediately notify the Fund unless
prohibited by applicable Law.
XXXX XXXXX XXXX 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. STATE STREET BANK AND TRUST
COMPANY
By: Xxxxx Xxxxxxxxx By: Xxxxxx X. Xxxxxx
-------------------------------- --------------------------------
Xxxxx Xxxxxxxxx, Vice President Xxxxxx X. Xxxxxx, Executive Vice
President
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SCHEDULE X
1. Transfer Agency and Service Agreement between Xxxx Xxxxx Xxxx Reserve
Trust and State Street Bank and Trust Company dated as of August 1, 1990.
2. Transfer Agency and Service Agreement between Xxxx Xxxxx Income Trust,
Inc. and State Street Bank and Trust Company dated as of June 19, 1987.
3. Transfer Agency and Service Agreement between Xxxx Xxxxx Tax-Exempt Trust,
Inc. and State Street Bank and Trust Company dated as of December 31, 1991.
4. Transfer Agency and Service Agreement between Xxxx Xxxxx Tax-Free Income
Fund and State Street Bank and Trust Company dated as of July 9, 1991.
5. Transfer Agency and Service Agreement between Xxxx Xxxxx Value Trust, Inc.
and State Street Bank and Trust Company dated April 16, 1982.
6. Transfer Agency and Service Agreement between Xxxx Xxxxx Special
Investment Trust, Inc. and State Street Bank and Trust Company dated December
20, 1985.
7. Transfer Agency and Service Agreement between Xxxx Xxxxx Focus Trust, Inc.
and State Street Bank and Trust Company dated August 1, 1998.
8. Transfer Agency and Service Agreement between Xxxx Xxxxx Global Trust,
Inc. and State Street Bank and Trust Company dated May 15, 1993.
9. Transfer Agency and Service Agreement between Xxxx Xxxxx Investors Trust,
Inc. and State Street Bank and Trust Company dated September 1, 1993.
10. Transfer Agency and Service Agreement between Xxxx Xxxxx Light Street
Trust, Inc. and State Street Bank and Trust Company dated November 10, 1998.
11. Transfer Agency and Service Agreement between Xxxx Xxxxx Investment Trust,
Inc. and State Street Bank and Trust Company dated December 30, 1999.
12. Transfer Agency and Service Agreement between Xxxx Xxxxx Xxxxxxx Street
Trust, Inc. and State Street Bank and Trust Company dated August 13, 1998.
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