Exhibit (h)(4)(a)
AMENDMENT No. 1 to the AGENCY AGREEMENT
This AMENDMENT NO. 1 is made as of July 24, 2002 to that certain AGENCY
AGREEMENT (together with the exhibits and supplements attached here and thereto,
this "Agreement"), dated January 1, 1989, by and between XXXXXXX STRATEGIC
INCOME FUND (the "Fund") and STATE STREET BANK AND TRUST COMPANY , a state
chartered trust company organized and existing under the laws of the state of
Massachusetts ("SSBTC") (formerly Investors Fiduciary Trust Company, acquired by
SSBTC, effective August 31, 2000, whereupon SSBTC was assigned this Agreement).
WHEREAS, the U.S. Congress has enacted the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001, as may be amended from time to time, and all regulations
promulgated pursuant thereto (collectively, the "USA PATRIOT Act") and the Bank
Secrecy Act, as amended, and the regulations promulgated pursuant thereto
(collectively, the "BSA"), to require open-end mutual funds to develop
anti-money laundering compliance programs and procedures ("AML Program");
WHEREAS, the Fund has no employees, and account openings and dealings
with shareholders are maintained by SSBTC as they relate to the Fund pursuant to
the Agreement;
WHEREAS, the Fund has adopted an AML Program to comply with the USA
PATRIOT Act and the BSA which require agreements with certain third parties to
be amended; and
WHEREAS, the parties have agreed to amend the Agreement in accordance
with Section 24B to comply with the Fund's AML Program and the USA PATRIOT Act
and the BSA.
NOW, THEREFORE, in consideration of the mutual promises set forth and
for other good and valuable consideration, the parties hereby agree to amend the
Agreement as follows:
1. The following is hereby inserted as a new paragraph F to Section 4:
F. SSBTC agrees to comply with the provisions of the USA PATRIOT
Act and the BSA, as they relate to the Fund. SSBTC further
agrees to establish and implement an Anti-Money Laundering
Program, as defined in Section 352 of the USA PATRIOT Act. In
addition to the usual and ordinary services of Transfer Agent
and Dividend Disbursing Agent set forth in this Agreement,
SSBTC shall perform the services necessary to ensure that the
Fund is in compliance with the USA PATRIOT Act and the BSA,
including but not limited to implementing policies and
procedures, maintaining books and records and responding to
requests for information pursuant to the USA PATRIOT Act and
the BSA.
2. Paragraph F of Section 8 is hereby amended by inserting the following
at the end thereof:
All books and records required to be maintained for the Fund
under the USA PATRIOT Act and the BSA shall be made available,
for inspection and copying, to the U.S. Department of
Treasury's Financial Crimes Enforcement Network and the
Securities and Exchange Commission as may be requested
pursuant to the USA PATRIOT Act and the BSA.
3. Section 16 is hereby amended by inserting the following at the end of
the paragraph:
SSBTC shall create and maintain true and complete books and
records as required for the Fund by the USA PATRIOT Act and
the BSA.
4. Section 17 is amended by inserting the following at the end of the
paragraph:
All books and records required to be maintained under the USA
PATRIOT Act and the BSA shall be retained for the periods
specified therein.
5. Paragraph J of Section 18 is hereby replaced in its entirety with the
following:
In case of any request or demand for the inspection of the
share books of Fund or any other books of Fund in the
possession of SSBTC, including a request from FinCEN or the
SEC under Paragraph F of Section 8 hereof, SSBTC will endeavor
to notify Fund and to secure instructions as to permitting or
refusing such inspection. SSBTC reserves the right, however,
to exhibit the share books or other books to any person in
case it is advised by its counsel that it may be held
responsible for the failure to exhibit the share books or
other books to such person.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective duly authorized officer as of the day and year
first set forth above.
ATTEST: XXXXXXX STRATEGIC INCOME FUND
/s/Xxxx Xxxxxxxx By: /s/Xxxxxx X. Xxxxxxx
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Xxxx Xxxxxxxx Xxxxxx X. Xxxxxxx
Secretary Vice President
ATTEST: STATE STREET BANK AND TRUST COMPANY
/s/Xxxxxxx X. Xxxxxxx By: /s/Xxxxxxx Xxxxxxxx Xxxxxxx
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Xxxxxxx X. Xxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx
Associate General Counsel Executive Vice President
