[BFDS Letterhead]
__________,2003
[Anti-Money Laundering Compliance Officer]
[Name of Fund Complex]
[Address]
Dear __________:
[Fund Complex] (the "Fund") and State Street Bank and Trust Company (the
"Transfer Agent") are parties to an agreement dated as of [Date] (the
"Agreement") under which the Transfer Agent performs certain transfer agency
and/or recordkeeping services for the Fund. In connection with the enactment of
the Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001 and the regulations promulgated
thereunder, (collectively, the "USA PATRIOT Act"), the Fund has requested and
the Transfer Agent has agreed to amend the Agreement as of the date hereof in
the manner set forth below:
WHEREAS, the USA PATRIOT Act imposes new anti-money laundering requirements on
financial institutions, including mutual funds;
WHEREAS, the Fund recognizes the importance of complying with the USA PATRIOT
Act and the Fund has developed and implemented a written anti-money laundering
program, which is designed to satisfy the requirements of the USA PATRIOT Act,
(the "Fund's Program");
WHEREAS, the USA PATRIOT Act authorizes a mutual fund to delegate to a service
provider, including its transfer agent, the implementation and operation of
aspects of the fund's anti-money laundering program; and
WHEREAS, the Fund desires to delegate to the Transfer Agent the implementation
and operation of certain aspects of the Fund's Program and the Transfer Agent
desires to accept such delegation.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements hereinafter contained, the parties hereby agree to amend the
Agreement, pursuant to the terms thereof, as follows:
1. Delegation; Duties
1.1. Subject to the terms and conditions set forth in the
Agreement, the Fund hereby delegates to the Transfer Agent
those aspects of the Fund's Program that are set
forth on Exhibit A, attached hereto. The duties set forth on
Exhibit A may be amended, from time to time, by mutual
agreement of the parties upon the execution by both parties of
a revised Exhibit A bearing a later date than the date hereof.
1.2. The Transfer Agent agrees to perform such delegated duties,
with respect to the ownership of shares in the Fund for which
the Transfer Agent maintains the applicable shareholder
information, subject to and in accordance with the terms and
conditions of the Agreement,
2. Consent to Examination
2.1. In connection with the performance by the Transfer Agent of
the above-delegated duties, the Transfer Agent understands and
acknowledges that the Fund remains responsible for assuring
compliance with the USA PATRIOT Act and that the records the
Transfer Agent maintains for the Fund relating to the Fund's
Program may be subject, from time to time, to examination
and/or inspection by federal regulators in order that the
regulators may evaluate such compliance. The Transfer Agent
hereby consents to such examination and/or inspection and
agrees to cooperate with such federal examiners in connection
with their review. For purposes of such examination and/or
inspection, the Transfer Agent will use its best efforts to
make available, during normal business hours, all required
records and information for review by such examiners.
3. Limitation on Delegation
3.1. The Fund acknowledges and agrees that in accepting the
delegation hereunder, the Transfer Agent is agreeing to
perform only those aspects of the Fund's Program that have
been expressly delegated hereby and is not undertaking and
shall not be responsible for any other aspect of the Fund's
Program or for the overall compliance by the Fund with the USA
PATRIOT Act. Additionally, the parties acknowledge and agree
that the Transfer Agent shall only be responsible for
performing the delegated duties with respect to the ownership
of shares in the Fund for which the Transfer Agent maintains
the applicable shareholder information.
4. Expenses
4.1. In consideration of the performance of the foregoing duties,
the Fund agrees to pay the Transfer Agent for the reasonable
administrative expense that may be associated with such
additional duties. The terms of the Agreement shall apply with
respect to the payment of such expense in the same manner and
to the same extent as any other expenses incurred under the
Agreement.
5. Miscellaneous
5.1. In all other regards, the terms and provisions of the
Agreement shall continue to apply with full force and effect.
5.2. Each party represents to the other that the execution and
delivery of this Amendment has been duly authorized.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed
in its name and behalf by its duly authorized representative as of the date
first above written.
Witnessed By: STATE STREET BANK AND TRUST COMPANY
______________________________ By: _______________________________
Name:
Title:
Witnessed By: [FUND COMPLEX]
______________________________ By: _______________________________
Name: Name:
Title: Title:
Exhibit A
Delegated Duties
With respect to the ownership of shares in the Fund for which the Transfer Agent
maintains the applicable shareholder information, the Transfer Agent shall:
- Submit all financial and non-financial transactions through
the Office of Foreign Assets Control ("OFAC") database and
such other lists or databases as may be required from time to
time by applicable regulatory authorities.
- Review redemption transactions that occur within thirty (30)
days of account establishment or maintenance.
- Review wires sent to banking instructions other than those on
file.
- Review a shareholder's account for unusual activity when
purchases and redemptions by the shareholder (based on social
security number within the Funds) hit the $100,000 threshold
that has been set on the "Unusual Activity Warning System."
- Review accounts to identify those established by known
offenders attempting fraud and once identified, freeze such
accounts.
- Monitor and track cash equivalents under $10,000 for a rolling
twelve-month period and file Form 8300 as necessary.
- File suspicious activity reports as necessary.
In the event that the Transfer Agent detects suspicious activity as a result of
the foregoing procedures, which necessitates the filing by the Transfer Agent of
a suspicious activity report, a Form 8300 or other similar report or notice to
OFAC or other regulatory agency, then the Transfer Agent shall also immediately
notify the Fund, unless prohibited by applicable law.
[FUND COMPLEX] STATE STREET BANK AND TRUST COMPANY
By: ______________________________ By: _______________________________
Name: Name:
Title: Title
Date: ____________________________
