Exhibit h(xiv) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
Amendment to
Fund Accounting and Shareholder Recordkeeping Services Agreement
between
Xxxxxxxx Funds, Inc.
and
Federated Services Company
This Amendment to the Fund Accounting and Shareholder Recordkeeping
Services Agreement ("Agreement') between Xxxxxxxx Funds, Inc. ("Funds") and
Federated Services Company ("Transfer Agent") is made and entered into as of the
25th day of September, 2003.
WHEREAS, the Funds have entered into the Agreement, dated September 14,
1992, as amended, with the Transfer Agent;
WHEREAS, the Securities and Exchange Commission and the United States
Treasury Department ("Treasury Department') have adopted a series of rules and
regulations arising out of the USA PATRIOT Act (together with such rules and
regulations, the "Applicable Law"), specifically requiring certain financial
institutions including the Funds, to establish a written anti-money laundering
and customer identification program (the "Program");
WHEREAS, in establishing requirements for registered investment companies,
Applicable Law provides that it is permissible for a mutual fund to
contractually delegate the implementation and operation of its Program to
another affiliated or unaffiliated service provider, such as Transfer Agent, but
that any mutual fund delegating responsibility for aspects of its Program to a
third party must obtain written consent from the third party ensuring the
ability of federal examiners to obtain information and records relating to the
Program and to inspect the third party for purposes of the Program; and
WHEREAS, the Funds have established a Program and wish to amend the
Agreement to: (a) reflect the existence of such Program; (b) to delegate
responsibility for performance under the Funds' Program to the Transfer Agent;
(c) to direct the Transfer Agent to further delegate responsibility for
performance under the Funds' Program to Xxxxxxxx & Xxxxxx Trust Company N.A.,
the Funds' Sub-Transfer Agent (the "Sub-Transfer Agent") and (d) to make such
other changes as are required by Applicable Law.
NOW, THEREFORE, the parties intending to be legally bound agree as follows:
1. The Funds represent and warrant that they have established, and
covenant that during the term of the Agreement they will maintain, a
Program in compliance with Applicable Law.
2. The Funds hereby delegate to the Transfer Agent, the responsibility to
perform or contract for the performance of, for an on behalf of the
Funds, all required activities under the Funds' Program and direct the
Transfer Agent to further delegate such responsibility to its
Sub-Transfer Agent.
3. The Transfer Agent hereby accepts such delegation and represents and
warrants that: (a) it is implemented, and will continue to (i) monitor
the operation of, (ii) assess the effectiveness of, and (iii) modify,
as appropriate or as required by Applicable Law, procedures necessary
to effectuate the Program; (b) it will annually certify, in a manner
acceptable to the Funds under Applicable Law, that it has implemented
the Program and that it will perform or cause to be performed the
customer identification and other activities required by Applicable
Law and the Program; and (c) it will provide such other information
and reports to the Funds' designated Compliance Officer, as may from
time to time be required, and will provide such Compliance Officer
with notice of any contract by any regulatory authority with respect
to the operation of the Program.
4. The Transfer Agent does hereby covenant that : (a) it will provide to
any federal examiners of the Funds such information and records
relating to Program as may be requested; and (b) it will allow such
examiners to inspect the Transfer Agent for purposes of examining the
Program and its operation to the full extent required by Applicable
Law.
5. The Transfer Agent further agrees that its written delegation to the
Sub-Transfer Agent of the responsibility to perform or contract for
the performance of, for and on behalf of the Funds, all required
activities under the Funds' Program will include written
representations, warranties and covenants of the Sub-Transfer Agent
that are consistent with those undertaken by the Transfer Agent in
this Amendment.
In all other respects, the Agreement first referenced above shall remain in
full force and effect.
WITNESS the due execution hereof this 25th day of September, 2003.
XXXXXXXX FUNDS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Secretary and Chief Legal Officer
FEDERATED SERVICES COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxx
Title: Assistant Vice President
