Exhibit (h)(8)
AMENDMENT No. 1 to the TRANSFER AGENCY AND SERVICE AGREEMENT
This AMENDMENT NO. 1 is made as of June 11, 2002 to that certain
TRANSFER AGENCY AND SERVICE AGREEMENT (together with the exhibits attached here
and thereto, this "Agreement"), dated August 7, 2000 by and between XXXXXXX
MONEY MARKET TRUST (the "Trust") and XXXXXXX SERVICE CORPORATION, a
Massachusetts corporation (the "Agent").
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 Trust has no employees, and account openings and dealings
with shareholders are maintained by the Agent as they relate to the Trust
pursuant to the Agreement;
WHEREAS, the Trust 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 Article 10, Section 10.01 to comply with the Trust'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. Article 1, Section 1.02(a)(x) is hereby replaced in its
entirety with the following:
(x) Maintain records of account for and advise the Trust
and its Shareholders as to the foregoing, create and
maintain true and complete books and records as
required for the Trust by the USA PATRIOT Act and the
BSA, and establish and implement an Anti-Money
Laundering Program, as defined in Section 352 of the
USA PATRIOT Act;
2. Article 6, Section 6.04 is hereby replaced in its entirety
with the following:
6.04. The Agent shall keep records relating to the services
to be performed hereunder, in the form and manner as
it may deem advisable, provided all records required
to be created and maintained under the USA PATRIOT
Act and BSA shall be in the form and manner
prescribed by U.S. Department of Treasury's Financial
Crimes Enforcement Network ("FinCEN") and the
Securities and Exchange Commission ("SEC"), as the
case may be. To the extent required by Section 31 of
the Investment Company Act of 1940, as amended, (the
"Act") and the Rules thereunder, the Agent agrees
that all such records prepared or maintained by the
Agent relating to the services to be performed by the
Agent hereunder and those records that the Trust and
the Agent agree from time to time to be the records
of the Trust are the property of the Trust and will
be preserved, maintained and made available in
accordance with the USA PATRIOT Act, the BSA, the
Acts, and all rules and regulations promulgated
thereunder Section and Rules, and will be surrendered
promptly to the Trust on and in accordance with its
request. Records surrendered hereunder shall be in
machine readable form, except to the extent that the
Agent has maintained such a record only in paper
form.
3. Article 6, Section 6.06 is hereby replaced in its entirety
with the following:
6.06. In case of any requests or demands for the inspection
of the Shareholders records of the Trust the Agent
will endeavor to notify the Trust and to secure
instructions from an authorized officer of the Trust
as to such inspection. The Agent reserves the right,
however, to exhibit the Shareholders records to any
person whenever it is reasonably advised by its
counsel that it may be held liable for the failure to
exhibit the Shareholders records to such person.
Notwithstanding the foregoing, all books and records
shall be made available, for inspection and copying,
to the FinCEN and the SEC as may be requested
pursuant to the USA PATRIOT Act and the BSA.
4. The following is hereby inserted as a new Section 6.09 to
Article 6:
6.09. The Agent agrees to comply with the provisions of the
USA PATRIOT Act and the BSA, as they relate to the
Trust. In addition to the usual and ordinary services
specifically set forth in Article 1, the Agent shall
perform the services necessary to ensure that the
Trust 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
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf under their seals by and through
their duly authorized officers, as of the day and year first above written.
[SEAL] XXXXXXX MONEY MARKET TRUST
By: /s/Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
Vice President
[SEAL] XXXXXXX SERVICE CORPORATION
By: /s/Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
President
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