Exhibit 99h
ANTI-MONEY LAUNDERING AND PRIVACY AMENDMENT
TO
THE TRANSFER AGENT AND SERVICES AGREEMENT
AND
THE SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
THIS ANTI-MONEY LAUNDERING AND PRIVACY AMENDMENT, dated as of the 20th
of May, 2002 (this " Amendment") is made to the Transfer Agent and Services
Agreement dated as of April 28, 1998, between E.I.I. Realty Securities Trust
(the "Company" or the "Fund") and PFPC Inc. ("PFPC") (the "Transfer Agent
Agreement") and to the Sub-Administration and Accounting Services Agreement
dated as of April 28, 1998, as amended July 1, 2000, between the Company and
PFPC (the " Sub-Administration Agreement").
WITNESSETH
WHEREAS, pursuant to the Transfer Agent Agreement and the
Sub-Administration Agreement, PFPC acts as the Company's transfer agent,
accountant and sub-administrator;
WHEREAS, the Company desires to ensure compliance with recent
legislation that requires registered investment companies to (i) comply with the
privacy requirements of Regulation S-P, adopted pursuant to the Xxxxx-Xxxxx
Xxxxxx Act, and (ii) comply with the USA PATRIOT Act of 2001 (the "Patriot Act")
amending the Bank Secrecy Act, which requires financial institutions, including
the Company, to adopt comprehensive procedures, policies and controls regarding
the detection and prevention of money laundering;
WHEREAS, the Company desires PFPC to provide certain services pursuant
to the Transfer Agent Agreement and the Sub-Administration Agreement relating to
compliance with Regulation S-P and the Patriot Act, and PFPC is willing to
perform such services.
NOW THEREFORE, in consideration of the premises and the mutual
covenants herein contained, and intending to be legally bound hereby, the
Company and PFPC agree that as of the date first referenced above, each of the
Transfer Agent Agreement and the Sub-Administration Agreement shall be amended
as follows:
1. PRIVACY. Each party acknowledges and agrees that, subject to the reuse
and re-disclosure provisions of Xxxxxxxxxx X-X, 00 XXX Part 248.11, it
shall not disclose the non-public personal information obtained in
conjunction with the Transfer Agent Agreement or the Sub-Administration
Agreement, except as necessary to carry out the services set forth in
the Transfer Agent Agreement, the Sub-Administration Agreement or as
otherwise permitted by Regulation S-P.
2. ANTI-MONEY LAUNDERING. PFPC shall establish, maintain and monitor
shareholder accounts of the Funds consistent with the Securities Laws
(as defined in the Transfer Agent Agreement) and the anti-money
laundering rules and regulations applicable to shareholder activity,
including the Bank Secrecy Act and the Patriot Act. In this regard,
PFPC shall: (a) establish and implement written policies, procedures
and internal controls reasonably designed to prevent the Company from
being used to launder money or finance terrorist activities; (b)
provide for independent testing, by an employee who is not responsible
for the operation of PFPC's anti-money laundering program or by an
outside party, for compliance with PFPC's established policies and
procedures; (c) designate a person or persons responsible for
implementing and monitoring the operations and internal controls of
PFPC's anti-money laundering program; and (d) provide ongoing training
of personnel relating to the prevention of anti-laundering activities.
At the Company's request, PFPC shall provide to the Company: (w) a copy
of its written policies and procedures; (x) a copy of a written
assessment or report (or summary thereof) prepared by the party
performing the independent testing for compliance; and (y) a summary of
the training provided for appropriate personnel. PFPC agrees to permit
inspections relating to its anti-money laundering program by federal
departments or regulatory agencies and to make available to examiners
from such departments or regulatory agencies such information and
records relating to its anti-money laundering program as shall be
requested. Where applicable, as required by law, records shall be
created and maintained for the periods and in the places required by
Rule 31a-2 under the 1940 Act (as defined in the Transfer Agent
Agreement). To the extent reasonably requested, PFPC will provide
copies of procedures and audits of anti-money laundering processes to
the Company and its regulators.
3. This Amendment contains the entire understanding between the parties
with respect to the services contemplated herby. To the extent that any
provision of this Amendment modifies or is otherwise inconsistent with
any provision of the Transfer Agent Agreement or the Sub-Administration
Agreement, this Amendment shall control, but the Transfer Agent
Agreement, the Sub-Administration Agreement and all related documents
shall otherwise remain in full force and effect.
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.
EII REALTY SECURITIES TRUST
By : /s/ XXXXXX X. XXX
Title: Secretary and Treasurer
PFPC INC.
By : /s/ XXXX XXXXXX
Title: Vice President and Director, Transfer Agency Division
