EX-99.(h)2
July 22, 2002
Xxxxxx X. Xxxxxxx
Dodge & Xxx
One Sansome Street, 35th Fl.
Xxx Xxxxxxxxx, XX 00000
Dear Xxx:
Dodge & Xxx Funds (the "Trust") and Boston Financial Data Services, Inc.
("Boston Financial") are parties to an agreement dated as of November 10, 1997,
as amended (the "Agreement") under which the Boston Financial performs certain
transfer agency and/or recordkeeping services for the Trust. In connection with
the enactment of the USA Patriot Act of 2001 and the regulations promulgated
thereunder, (collectively, the "Patriot Act"), the Trust has requested and
Boston Financial has agreed to amend the Agreement as of the date hereof in the
manner set forth below:
WHEREAS, the Patriot Act imposes new anti-money laundering requirements on
financial institutions, including mutual funds;
WHEREAS, the Trust recognizes the importance of complying with the Patriot Act
and the Trust has developed and implemented a written anti-money laundering
program, which is designed to satisfy the requirements of the Patriot Act, (the
"Trust's Program");
WHEREAS, the Patriot Act authorizes a mutual fund to delegate to a service
provider, including its transfer agent, the implementation and operation of
aspects of its anti-money laundering program; and
WHEREAS, the Trust desires to delegate to Boston Financial the implementation
and operation of certain aspects of the Trust's Program and Boston Financial
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, by adding the attached Appendices to
the Agreement.
APPENDIX A
1. Delegation; Duties
1.1 Subject to the terms and conditions set forth in the Agreement, the
Trust hereby delegates to Boston Financial those aspects of the Trust's
anti-money laundering program (the "Trust's Program") that are set forth
on Xxxxxxxx X-0, attached hereto. The duties set forth on Appendix A-1
may be amended, from time to time, by mutual agreement of the parties
upon the execution by both parties of a revised Appendix A-1 bearing a
later date than the date hereof.
1.2 Boston Financial agrees to perform such delegated duties, with respect
to the ownership of shares in the Trust for which Boston Financial
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 Boston Financial of the
above-delegated duties, Boston Financial understands and acknowledges
that the Trust remains responsible for assuring compliance with the USA
Patriot Act of 2001 and the regulations promulgated thereunder
(collectively, the "Patriot Act") and that the records Boston Financial
maintains for the Trust relating to the Trust'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.
Boston Financial 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, Boston
Financial 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 Trust acknowledges and agrees that in accepting the delegation
hereunder, Boston Financial is agreeing to perform only those aspects of
the Trust's Program that have been expressly delegated hereby and is not
undertaking and shall not be responsible for any other aspect of the
Trust's Program or for the overall compliance by the Trust with the
Patriot Act. Additionally, the parties acknowledge and agree that Boston
Financial shall only be responsible for performing the delegated duties
with respect to the ownership of shares in the Trust for which Boston
Financial maintains the applicable shareholder information.
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4. Expenses.
4.1 In consideration of the performance of the foregoing duties, the Trust
agrees to pay Boston Financial 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: Boston Financial Data Services, Inc.
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxx Xxxxxxxxx
--------------------------- ----------------------------
Name: Xxxxxx X. Xxxxxxx Name: Xxxxx Xxxxxxxxx
--------------------------- ----------------------------
Title: V.P.
----------------------------
WITNESSED BY: Dodge & Xxx Funds
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxx
--------------------------- ----------------------------
Name: Xxxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxx
--------------------------- ----------------------------
SECRETARY Title: CHAIRMAN
----------------------------
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Appendix A-1
Delegated Duties
With respect to the ownership of shares in the Trust for which Boston Financial
maintains the applicable shareholder information, Boston Financial shall:
. Follow the Trust's third party check policies (which may change from
time to time). In accordance with the Trust's current policy, reject
third party checks for new accounts or for subsequent purchases within
the Trust.
. Review and submit all financial and non-financial transactions through
the Office of Foreign Assets Control ("OFAC") database and the
Securities and Exchange Commission ("SEC") Control Lists.
. Review all maintenance transactions to shareholder registrations that
occur within thirty (30) days of an account being established.
. Appoint an anti-money laundering compliance officer to administer the
servicing of those aspects of the Trust's Program that have been
expressly delegated to Boston Financial.
. Review redemption transactions that occur within thirty (30) days of
account establishment or maintenance.
. Comply with the Patriot Act and anti-money laundering recordkeeping
requirements as they apply to those aspects of the Trust's Program
that have been expressly delegated to Boston Financial.
. 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 Trust) hit the $100,000 threshold that has been set on the
"Unusual Activity Warning System."
. As required by the Patriot Act, maintain an independent audit function
to test the viability of its compliance with the Patriot Act.
. Review accounts to identify those established by known offenders
attempting fraud and once identified, freeze such accounts.
. Maintain an ongoing anti-money laundering training program of the its
own associates as required by the Patriot Act
. 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.
Boston Financial Data Services, Inc. Dodge & Xxx Funds
By: /s/ Xxxxx Xxxxxxxxx By: /s/ Xxxxx X. Xxxxx
--------------------------- ----------------------------
Name: Xxxxx Xxxxxxxxx Name: Xxxxx X. Xxxxx
--------------------------- ----------------------------
Title: V.P. Title: CHAIRMAN
--------------------------- ----------------------------
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