RED FLAGS SERVICES AMENDMENT
Exhibit (h)(2)(b) |
RED FLAGS SERVICES AMENDMENT |
This Red Flags Services Amendment (“Amendment”) is being entered into as of May 1, 2009 ("Effective Date"), by | |
and between PNC Global Investment Servicing (U.S.) Inc. (formerly known as PFPC Inc.) ("PNC") and the undersigned | |
investment company (the “Fund”) and amends the agreement between PNC and the Fund pursuant to which PNC provides | |
transfer agency services to the Fund, as amended to date ("Existing Agreement"). | |
IN CONSIDERATION of the mutual covenants made herein and other good and valuable consideration, receipt of | |
which is hereby acknowledged, the parties, intending to be legally bound, hereby agree to amend the Existing Agreement as | |
follows: | |
1. | Modifications to Existing Agreement. The Existing Agreement shall be modified as follows: |
(a) | A new section which reads in its entirety as follows shall be added to the end of the Existing Agreement: |
Red Flag Services (the "Red Flag Section"). | |
(a) PNC agrees to provide the Fund, commencing as of the effective date of the Red Flags Requirements (as defined | |
below), with the "Red Flag Services", which is hereby defined to mean the following services: | |
(i) PNC will maintain written controls designed to detect the occurrence of Red Flags (as defined below) in | |
connection with (i) account opening and other account activities and transactions conducted directly through PNC | |
with respect to Direct Accounts (as defined below), and (ii) transactions effected directly through PNC by Covered | |
Persons (as defined below) in Covered Accounts (as defined below). Such controls, as they may be revised from | |
time to time hereunder, are referred to herein as the "Controls". Solely for purposes of the Red Flag Section, the | |
capitalized terms below will have the respective meaning ascribed to each: | |
(A) "Red Flag" means a pattern, practice, or specific activity or a combination of patterns, practices or | |
specific activities which may indicate the possible existence of Identity Theft (as defined below) affecting a | |
Registered Owner (as defined below) or a Covered Person. | |
(B) "Identity Theft" means a fraud committed or attempted using the identifying information of another | |
person without authority. | |
(C) "Registered Owner" means the owner of record of a Direct Account on the books and records of the Fund | |
maintained by PNC as registrar of the Fund (the "Fund Registry"). | |
(D) "Covered Person" means the owner of record of a Covered Account on the Fund Registry. | |
(E) "Direct Account" means an Account established directly with and through PNC as a registered account on | |
the Fund Registry and through which the owner of record has the ability to directly conduct account and | |
transactional activity with and through PNC | |
(F) "Covered Account" means an Account established by a financial intermediary for another as the owner of | |
record on the Fund Registry and through which such owner of record has the ability to conduct transactions in | |
Fund shares directly with and through PNC. | |
(G) "Account" means (1) an account holding Fund Shares with respect to which a natural person is the owner | |
of record, and (2) any other account holding Fund Shares with respect to which there is a reasonably | |
foreseeable risk to the particular account owner customers from identity theft, including financial, operational, | |
compliance, reputation, or litigation risks. | |
(ii) PNC will provide the Fund with a printed copy of or Internet viewing access to the Controls. | |
(iii) PNC will notify the Fund of Red Flags which it detects and reasonably determines to indicate a risk of | |
Identity Theft to a Registered Owner or Covered Person ("Possible Identity Theft") and assist the Fund in | |
determining the appropriate response of the Fund to the Possible Identity Theft. |
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(iv) PNC will (A) engage an independent auditing firm or other similar firm of independent examiners to conduct |
an annual testing of the Controls and issue a report on the results of the testing (the "Audit Report"), and (B) |
furnish a copy of the Audit Report to the Fund; and |
(v) Upon Fund request, issue a certification in a form determined to be appropriate by PNC in its reasonable |
discretion, certifying to PNC's continuing compliance with the Controls after the date of the most recent Audit |
Report. |
(b) The Fund agrees it is responsible for complying with Red Flag Requirements, for determining the applicability to |
the Fund of Section 114 of the Fair and Accurate Credit Transaction Act of 2003 and regulations promulgated |
thereunder by the Federal Trade Commission (the "Red Flag Requirements"), for determining the extent to which the |
Red Flag Services assist the Fund in complying with the Red Flag Requirements, and for furnishing any |
supplementation or augmentation to the Red Flag Services it determines to be appropriate, and that PNC has given no |
advice and makes no representations with respect to such matters. This Red Flag Section shall not be interpreted in |
any manner which imposes a duty on PNC to act on behalf of the Fund or otherwise, including any duty to take any |
action upon the occurrence of a Red Flag, other than as expressly provided for in the Controls and this Red Flag |
Section. The Controls and the Red Flag Services may be changed at any time and from time to time by PNC in its |
reasonable sole discretion exercised in good faith to include commercially reasonable provisions appropriate to the Red |
Flag Requirements, as they may be constituted from time to time, and PNC shall provide to the Fund a copy or notice |
of material changes as soon thereafter as practicable, which such notice may among other forms of notice consist of a |
link, text or other content on the Internet site provided for viewing of the Controls. |
(c) Notwithstanding any other provision of the Agreement: |
(i) PNC shall not be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, |
whether or not the likelihood of such damages was know by PNC. The foregoing limitation on liability shall not |
apply to damages to the extent arising from the bad faith, intentional misconduct or gross negligence of PNC; and |
(ii) In the event of a material breach of this Red Flag Section by PNC, the Fund shall be entitled exclusively to |
terminate the Red Flag Services by complying with the notice and cure period provisions in the Agreement |
applicable to a material breach of the Agreement, but shall not be entitled to terminate the Agreement. |
2. Remainder of Existing Agreement; Governing Law. Except as specifically modified by this Amendment, all terms and |
conditions of the Existing Agreement shall remain in full force and effect. The governing law of the Agreement shall be |
the governing law of this Amendment. |
3. Entire Agreement; Facsimile Signatures; Counterparts. This Amendment constitutes the final, complete, exclusive and |
fully integrated record of the agreement of the parties with respect to the subject matter herein and the amendment of the |
Existing Agreement with respect to such subject matter. This Amendment may be executed in one or more counterparts; |
such execution of counterparts may occur by manual signature, facsimile signature, manual signature transmitted by means |
of facsimile transmission or manual signature contained in an imaged document attached to an email transmission; and each |
such counterpart executed in accordance with the foregoing shall be deemed an original, with all such counterparts together |
constituting one and the same instrument. |
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized |
officers, as of the day and year first above written. |
PNC Global Investment Servicing (U.S.) Inc. | The Funds listed on Schedule A to the Agreement |
By: /s/ Xxxxx X. Xxxxx | By: /s/ Xxxxxxx X. Gemma |
Name: Xxxxx X. Xxxxx | Name: Xxxxxxx X. Gemma |
Title: Sr. Vice President/Mng. Dir. | Title: Secretary |
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Schedule A Effective April 30, 2009 |
XXXXX XXXXX GROWTH TRUST |
Xxxxx Xxxxx-Atlanta Capital Large-Cap Growth Fund – Class A and I |
Xxxxx Xxxxx-Atlanta Capital XXXX-Cap Fund – Class A and I |
Xxxxx Xxxxx Asian Small Companies Fund – Class A and B |
Xxxxx Xxxxx Global Growth Fund – Class A, B and C |
Xxxxx Xxxxx Multi-Cap Growth Fund – Class A, B and C |
Xxxxx Xxxxx Greater China Growth Fund – Class A, B and C |
Xxxxx Xxxxx Worldwide Health Sciences Fund – Class A, B, C and R |
XXXXX XXXXX INVESTMENT TRUST |
Xxxxx Xxxxx AMT Free Limited Maturity Municipals Fund – Class A, B and C |
Xxxxx Xxxxx California Limited Maturity Municipals Fund – Class A, B and C |
Xxxxx Xxxxx Massachusetts Limited Maturity Municipals Fund – Class A, B and C |
Xxxxx Xxxxx National Limited Maturity Municipals Fund – Class A, B and C |
Xxxxx Xxxxx New Jersey Limited Maturity Municipals Fund – Class A, B and C |
Xxxxx Xxxxx New York Limited Maturity Municipals Fund – Class A, B and C |
Xxxxx Xxxxx Ohio Limited Maturity Municipals Fund – Class A, B and C |
Xxxxx Xxxxx Pennsylvania Limited Maturity Municipals Fund – Class A, B and C |
XXXXX XXXXX MUNICIPALS TRUST |
Xxxxx Xxxxx Alabama Municipals Fund – Class A, B, C and I |
Xxxxx Xxxxx Arizona Municipals Fund – Class A,B and C |
Xxxxx Xxxxx Arkansas Municipals Fund – Class A. B and C |
Xxxxx Xxxxx California Municipals Fund – Class A, B, C and I |
Xxxxx Xxxxx Colorado Municipals Fund – Class A, B and C |
Xxxxx Xxxxx Connecticut Municipals Fund – Class A, B, C and I |
Xxxxx Xxxxx Georgia Municipals Fund – Class A, B, C and I |
Xxxxx Xxxxx Kentucky Municipals Fund – Class A, B and C |
Xxxxx Xxxxx Louisiana Municipals Fund – Class A,B and C |
Xxxxx Xxxxx Maryland Municipals Fund – Class X, X,X and I |
Xxxxx Xxxxx Massachusetts Municipals Fund – Class A, B, C and I |
Xxxxx Xxxxx Michigan Municipals Fund – Class A and C |
Xxxxx Xxxxx Minnesota Municipals Fund – Class A, B and C |
Xxxxx Xxxxx Mississippi Municipals Fund – Class A, B and C |
Xxxxx Xxxxx Missouri Municipals Fund – Class A, B and C |
Xxxxx Xxxxx National Municipals Fund – Class A, B, C and I |
Xxxxx Xxxxx New Jersey Municipals Fund – Class A, C and I |
Xxxxx Xxxxx New York Municipals Fund – Class X, X,X and I |
Xxxxx Xxxxx North Carolina Municipals Fund – Class X, X,X and I |
Xxxxx Xxxxx Ohio Municipals Fund – Class A and C |
Xxxxx Xxxxx Oregon Municipals Fund – Class A, B and C |
Xxxxx Xxxxx Pennsylvania Municipals Fund – Class X, X,X and I |
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XXXXX XXXXX MUNICIPALS TRUST (cont.) |
Xxxxx Xxxxx Rhode Island Municipals Fund – Class A, B and C |
Xxxxx Xxxxx South Carolina Municipals Fund – Class X, X,X and I |
Xxxxx Xxxxx Tennessee Municipals Fund – Class A, B and C |
Xxxxx Xxxxx Virginia Municipals Fund – Class A, B C and I |
Xxxxx Xxxxx West Virginia Municipals Fund – Class A, B and C |
XXXXX XXXXX MUNICIPALS TRUST II |
Xxxxx Xxxxx Insured Municipals Fund – Class A, B and C |
Xxxxx Xxxxx Hawaii Municipals Fund – Class A, B and C |
Xxxxx Xxxxx High Yield Municipals Fund – Class A, B , C and I |
Xxxxx Xxxxx Kansas Municipals Fund – Class A, B and C |
XXXXX XXXXX MUTUAL FUNDS TRUST |
Xxxxx Xxxxx AMT- Free Municipal Bond Fund – Class A, B, C and I |
Xxxxx Xxxxx Cash Management Fund |
Xxxxx Xxxxx Diversified Income Fund – Class A,B and C |
Xxxxx Xxxxx Dividend Income Fund - Class A,C, I and R |
Xxxxx Xxxxx Emerging Markets Local Income Fund – Class A |
Xxxxx Xxxxx Floating-Rate Fund – Advisers Class, Class A, B, C, and I |
Xxxxx Xxxxx Floating-Rate Advantage Fund Classes Adviser, A, B, C and I |
Xxxxx Xxxxx Floating-Rate & High Income Fund – Advisers Class, Class A, B, C, and I |
Xxxxx Xxxxx Global Macro Fund – Class A and I |
Xxxxx Xxxxx Government Obligations Fund – Class A, B, C, I and R |
Xxxxx Xxxxx High Income Opportunities Fund – Class A B and C |
Xxxxx Xxxxx International Equity Fund – Classes A, C and I |
Xxxxx Xxxxx International Income Fund – Class A |
Xxxxx Xxxxx Large-Cap Core Research Fund - Class A and I (1) |
Xxxxx Xxxxx Low Duration Fund – Class A, B and C |
Xxxxx Xxxxx Money Market Fund |
Xxxxx Xxxxx Strategic Income Fund – Class A, B, C and I |
Xxxxx Xxxxx Structured Emerging Markets Fund – Class A, C and I |
Xxxxx Xxxxx Tax Free Reserves |
Xxxxx Xxxxx Tax-Managed Dividend Income Fund – Class A, B , C and I |
Xxxxx Xxxxx Tax-Managed Equity Asset Allocation Fund – Class A, B and C |
Xxxxx Xxxxx Tax-Managed Growth Fund 1.1 – Class A, B, C, I and S |
Xxxxx Xxxxx Tax-Managed Growth Fund 1.2 – Class A, B, C and I |
Xxxxx Xxxxx Tax-Managed International Equity Fund – Class A, B, C and I |
Xxxxx Xxxxx Tax-Managed Mid-Cap Core Fund – Class A, B and C |
Xxxxx Xxxxx Tax-Managed Multi-Cap Growth Fund - Class A, B and C |
Xxxxx Xxxxx Tax-Managed Small-Cap Fund - Class A, B and C |
Xxxxx Xxxxx Tax-Managed Small-Cap Value Fund – Class A, B and C |
Xxxxx Xxxxx Tax-Managed Value Fund – Class A, B , C and I |
XXXXX XXXXX SERIES TRUST |
Xxxxx Xxxxx Tax-Managed Growth Fund 1.0 |
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XXXXX XXXXX SERIES TRUST II |
Xxxxx Xxxxx Income Fund of Boston – Class A, B, C, I and R |
Xxxxx Xxxxx Tax-Managed Emerging Markets Fund – Class I |
XXXXX XXXXX SPECIAL INVESTMENT TRUST |
Xxxxx Xxxxx Balanced Fund – Class A, B and C |
Xxxxx Xxxxx Capital & Income Strategies Fund – Class A, C and I |
Xxxxx Xxxxx Dividend Builder Fund – Class A, B, C and I |
Xxxxx Xxxxx Enhanced Equity Option Income Fund Class A, C and I |
Xxxxx Xxxxx Emerging Markets Fund – Class A and B |
Xxxxx Xxxxx Equity Asset Allocation Fund – Class A, C and I |
Xxxxx Xxxxx Greater India Fund – Class A, B and C |
Xxxxx Xxxxx Institutional Short Term Income Fund |
Xxxxx Xxxxx Investment Grade Income Fund - Class A and I |
Xxxxx Xxxxx Large-Cap Growth Fund - Class A, B , C and I |
Xxxxx Xxxxx Large-Cap Value Fund – Class A, B, C, I and R |
Xxxxx Xxxxx Real Estate Fund – Class I |
Xxxxx Xxxxx Risk-Managed Equity Option Income Fund Class A, C and I |
Xxxxx Xxxxx Small-Cap Fund – Class A, B, C and I |
Xxxxx Xxxxx Small-Cap Value Fund – Class A, B and C |
Xxxxx Xxxxx Special Equities Fund – Class A, B and C |
(1) formerly Xxxxx Xxxxx Equity Research Fund
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