Exhibit (h)(5)
ADDENDUM TO TRANSFER AGENT SERVICING AGREEMENT
THIS ADDENDUM, dated as of July 24, 2002, modifies the Transfer Agent
Servicing Agreement by and between U.S. BANCORP FUND SERVICES, LLC, a Wisconsin
limited liability company (the "Transfer Agent") and XXXXXXX INVESTMENTS, a
Massachusetts business trust (the "Trust"), such Agreement being hereinafter
referred to as the "Agreement."
WHEREAS, Section 352 of the USA Patriot Act (the "Act") and the Interim
Final Rule (Section 103.130) adopted by the Department of the Treasury's
Financial Crimes Enforcement Network (the "Rule") require the Trust to develop
and implement an anti-money laundering program and monitor the operation of the
program and assess the effectiveness; and
WHEREAS, Section 326 of the Act, as proposed, requires the Trust to
develop and implement a Customer Identification Program ("CIP") as part of the
Trust's overall anti-money laundering program to ensure, among other things,
that the Trust obtain certain information from each of its customers and to be
reasonably sure it knows each of its customers; and
WHEREAS, in order to assist its transfer agent clients with their
anti-money laundering compliance responsibilities under the Act and the Rule,
the Transfer Agent has provided to the Trust for their consideration and
approval written procedures describing various tools designed to promote the
detection and reporting of potential money laundering activity by monitoring
certain aspects of shareholder activity (the "Monitoring Procedures") as well as
written procedures for verifying a customer's identity (the Customer
Identification Procedures"), together referred to as the "Procedures"; and
WHEREAS, the Trust desire to implement the Procedures as part of their
overall anti-money laundering program and, subject to the terms of the Act and
the Rule, delegate to the Transfer Agent the day-to-day operation of the
Procedures on behalf of the Trust.
NOW THEREFORE, the parties agree, and the Agreement is hereby modified,
as follows:
1. The Trust acknowledges that it has had an opportunity to review,
consider and comment upon the Procedures provided by the Transfer Agent
and the Trust has determined that the Procedures, as part of the
Trust's overall anti-money laundering program, are reasonably designed
to prevent the Trust from being used for money laundering or the
financing of terrorist activities and to achieve compliance with the
applicable provision of the Bank Secrecy Act and the implementing
regulations thereunder.
2. Based on this determination, the Trust hereby instructs and direcs the
Transfer Agent to implement the Procedures on the Trust's behalf, as
such may be amended or revised from time to time.
3. It is contemplated that these Procedures will be amended from time to
time by the parties as additional regulations are adopted and/or
regulatory guidance is provided relating to the Trust's anti-money
laundering responsibilities.
4. The Transfer Agent agrees to provide to the Trust (a) prompt written
notification of any transaction or combination of transactions that
the Transfer Agent believes, based on the Procedures, evidence money
laundering activity in connection with the Trust or any shareholder of
the Trust, (b) prompt written notification of any customer(s) that the
Transfer Agent reasonably believes, based upon the Procedures, to be
engaged in money laundering activity, provided that the Trust agrees
not to communicate this information to the customer, (c) any reports
received by the Transfer Agent from any government agency or applicable
industry self-regulatory organization pertaining to the Transfer
Agent's anti-money laundering monitoring on behalf of the Trust as
provided in this Addendum, (d) prompt written notification of any
action taken in response to anti-money laundering violations as
described in (a), (b) or (c), and (e) an annual report of its
monitoring and customer identification activities on behalf of the
Trust. The Transfer Agent shall provide such other reports on the
monitoring and customer identification activities conducted at the
direction of the Trust as may be agreed to from time to time by the
Transfer Agent and the Trust.
5. The Trust hereby directs, and the Transfer Agent acknowledges, that the
Transfer Agent shall (a) permit federal regulators access to such
information and records maintained by the Transfer Agent and relating
to the Transfer Agent's implementation of the Procedures on behalf of
the Trust, as they may request, and (b) permit such federal regulators
to inspect the Transfer Agent's implementation of the Procedures on
behalf of the Trust.
6. Fees and expenses (other than those already set forth in the Agreement)
for services to be provided by the Transfer Agent hereunder shall be
set forth in a fee schedule agreed upon by the Trust and the Transfer
Agent from time to time. A copy of the initial fee schedule is attached
hereto as Exhibit A.
7. This Addendum constitutes the written instructions of the Trust
pursuant to the terms of the Agreement. Except to the extent
supplemented hereby, the Agreement shall remain in full force and
effect.
IN WITNESS HEREOF, the undersigned have executed this Addendum as of
the date and year first above written.
XXXXXXX INVESTMENTS
By: /S/ XXXXXX X. XXXXXX
Authorized Officer
U.S. BANCORP FUND SERVICES, LLC
By: /S/ XXXX X. XXXXXX
Authorized Officer
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