AMENDMENT TO THE AMENDED AND RESTATED MASTER TRANSFER
AGENCY AND SERVICE AGREEMENT BETWEEN XXXX XXXXXXX FUNDS
AND XXXX XXXXXXX SIGNATURE SERVICES, INC. DATED JUNE 1, 1998
ANTI-MONEY LAUNDERING AND PRIVACY
This Amendment ("Amendment") is made as of July 1, 2003 between the registered
investment companies specified in Schedule A of the Amended and Restated Master
Transfer Agency and Service Agreement (the "Agreement"), each a Massachusetts
business trust (each individually referred to as "Fund" and collectively
referred to as "Funds"), having a principal office and place of business at 000
Xxxxxxxxxx Xxxxxx, Xxxxxx, XX 00000, and Xxxx Xxxxxxx Signature Services, Inc, a
Delaware corporation, having its principal place of business at 000 Xxxxxxxxxx
Xxxxxx, Xxxxxx, XX 00000 (the "Transfer Agent"). The parties hereby amend the
Master Transfer Agency and Service Agreement dates as of June 1, 1998 (the
"Agreement"), as set forth below. Unless otherwise provided, capitalized terms
used herein shall have the same meanings given to such terms in the Agreement.
For purposes of this Amendment only, Xxxx Xxxxxxx Funds, LLC ("JHF") having a
principal place of business at 000 Xxxxxxxxxx Xxxxxx, Xxxxxx, XX 00000, shall be
a party.
Privacy of Consumer Information
-------------------------------
WHEREAS, it is reasonably necessary for each Fund to furnish to Transfer Agent
and/or JHF certain information about Fund customers or prospective customers
("customer information"), to enable Transfer Agent and/or JHF to perform
services for Fund; and
WHEREAS, Fund and/or its representative has provided and/or will provide
customer information to Transfer Agent and JHF for the purpose of performing one
or more tasks for Fund; and
WHEREAS, Fund is legally required to protect the confidentiality of customer
information; and
WHEREAS, JHF and Transfer Agent are required to comply with the Xxxx Xxxxxxx
Financial Services, Inc. Privacy Policy;
NOW THEREFORE, Transfer Agent, JHF and Fund agree as follows:
1. Transfer Agent and JHF will not disclose any customer information provided
to it by or on behalf of Fund to any unaffiliated third party except to the
extent reasonably necessary to satisfy the purpose for which the customer
information was provided to Transfer Agent and/or JHF, and provided that
Transfer Agent and JHF will impose on such third party the same
confidentiality requirements that Transfer Agent and JHF are required to
abide by with respect to the customer information.
2. Transfer Agent and JHF will not use customer information for any purpose
other than the specific purpose for which it was provided to Transfer Agent
and/or JHF by or on behalf of Fund, and will make customer information
available to its employees only as reasonably necessary to satisfy the
purpose for which the customer information was provided.
3. Transfer Agent and JHF will maintain reasonable security guidelines to
ensure its ability to comply with these requirements.
4. This Agreement shall be in addition to any confidentiality provisions in
any existing agreement between the parties; provided, however, that in the
event of a conflict, the provision that provides the most confidentiality
or security protection for customer information shall prevail.
Anti-Money Laundering
---------------------
WHEREAS, the Bank Secrecy Act, as amended by the USA PATRIOT Act, requires the
Fund to develop and implement an anti-money laundering program ("AML Program");
and
WHEREAS, the Fund and JHF have adopted the Xxxx Xxxxxxx Funds Anti-Money
Laundering Program ("JHF AML Program") set forth in Schedule 1 hereto; and
WHEREAS, pursuant to this Amendment the Funds will rely on each other's
performance and/or delegation of customer identification and other AML Program
requirements, and will provide appropriate certification to each other when
required under USA PATRIOT Act regulations; and
WHEREAS, the Transfer Agent has adopted the Xxxx Xxxxxxx Signature Services
Anti-Money Laundering Program ("JHSS AML Program") set forth in Schedule 2
hereto; and
WHEREAS, the Fund and JHF wish to delegate certain aspects of the implementation
and operation of the JHF AML Program to the Transfer Agent as specified in the
JHF Anti-Money Laundering Program; and
WHEREAS, the Transfer Agent desires to accept such delegation.
NOW THEREFORE, in consideration of the mutual premises and covenants set forth
herein, the parties agree as follows:
1. Delegation. The Fund hereby delegates to the Transfer Agent
responsibility for the implementation and operation of the
following policies and procedures in connection with the JHF AML
Program: (i) customer identification procedures ("CIP") by
October 1, 2003, including Office of Foreign Asset Control list
screening procedures; (ii) monitoring accounts and identifying
high risk accounts according to the current Transfer Agency
procedures; (iii) no cash policy; (iv) policies and procedures
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for correspondent accounts for foreign financial institutions and
for private banking accounts for non-U.S. persons; (v) detecting
and reporting suspicious activity to the Office of Business
Conduct; (vi) procedures for researching and responding to law
enforcement requests to Financial Institutions under Section
314(a) of the USA PATRIOT Act; (vii) policies and procedures for
reliance on third parties with whom JHSS contracts, and (vii) all
related recordkeeping requirements. The Transfer Agent accepts
such delegation and further agrees to cooperate with the Fund's
AML Compliance Officer in the performance of the Transfer Agent's
responsibilities under the JHF AML Program.
2. The AML Program. The Transfer Agent hereby represents and warrants
that the Transfer Agent has received a copy of the Fund's current
JHF AML Program and undertakes to perform all responsibilities
imposed on the Transfer Agent as a service provider as determined
therein. The Fund hereby agrees to provide to the Transfer Agent
any amendment(s) to the JHF AML Program promptly after adoption of
any such amendment(s) by the Fund.
3. Consent to Examination. The Transfer Agent hereby consents to: (a)
provide to federal examination authorities information and records
relating to the JHF AML Program maintained by the Transfer Agent;
and (b) the inspection of the Transfer Agent AML Program by
federal examination authorities or the Fund's delegate.
4. Anti-Money Laundering Program. The Transfer Agent hereby
represents and warrants that it has implemented and enforces an
Anti-Money Laundering Program that complies with laws, regulations
and regulatory guidance applicable to the Funds and the Transfer
Agent and includes, or will include, not later than the effective
date(s) of such laws, regulations and regulatory guidance the
following:
a. customer identification procedures ("CIP"), separately,
or in conjunction with JHF or Fund procedures, including
Office of Foreign Asset Control list screening procedures;
b. due diligence policies for correspondent accounts for
foreign financial institutions and for private banking
accounts for non-U.S. persons;
c. reasonable internal procedures and controls to detect and
report suspicious activities to the Office of Business
Conduct;
d. procedures to monitor accounts and identify high-risk
accounts;
e. procedures for researching and escalating responses to
law enforcement requests to Financial Institutions under
Section 314(a) of the USA PATRIOT Act;
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f. a compliance officer or committee with responsibility for
implementing the anti-money xxxx. employee training,
including that: (i) new employees receive anti-money
laundering training upon the commencement of their
employment; and (ii) existing employees receive anti-money
laundering training at the time such employees assume duties
that bring them into contact with possible money laundering
activities;
g. procedures to address all related recordkeeping
requirements.
5. Delivery of Documents. The Transfer Agent agrees to furnish to the
Fund and JHF the following documents:
a. a copy of the JHSS AML Program as in effect on the date
hereof, and any material amendment thereto, including the
CIP, promptly after the adoption of any such amendment;
b. a copy of any deficiency letter sent by federal
examination authorities concerning the JHSS AML Program; and
c. periodic reports concerning the Transfer Agent's
compliance with the JHSS AML Program and/or the JHF AML
Program at such times as may be reasonably requested by the
Fund's Board of Trustees or Anti-Money Laundering Compliance
Officer.
d. annual certification to the Funds and JHF that the
Transfer Agent has implemented an anti-money laundering
program, including the CIP, and will perform (or its agent
will perform) the specified requirements of the anti-money
laundering programs, including the CIP, of the Funds and JHF
as specified in this Agreement.
6. Miscellaneous. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective corporate officers hereunder duly authorized as
of the day and year first above written.
FUND (Listed in Schedule A of the Master
Transfer Agency and Service Agreement)
By: /s/Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
XXXX XXXXXXX SIGNATURE SERVICES, INC.
By: /s/Xxxx Xxxxx
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Xxxx Xxxxx
XXXX XXXXXXX FUNDS, LLC.
By: /s/Xxxxxxx X. Xxxxx
-------------------
Xxxxxxx X. Xxxxx
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