Exhibit h(xv) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
Amendment to
Sub-Transfer Agency and Service Agreement
between
Federated Services Company
and
▇▇▇▇▇▇▇▇ &Ilsley Trust Company N.A.
This Amendment to the Sub-Transfer Agency and Service Agreement ("Sub-TA
Agreement") between Federated Services Company ("Transfer Agent") and ▇▇▇▇▇▇▇▇ &
Ilsley Trust Company N.A., successor in interest by merger to ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇
Trust Company ("Sub-Transfer Agent") is made and entered into as of the 25th day
of September, 2003.
WHEREAS, the ▇▇▇▇▇▇▇▇ Funds, Inc. (the "Funds") has entered into a Fund
Accounting and Shareholder Recordkeeping Services Agreement, dated September 14,
1992, as amended, with the Transfer Agent (the Transfer Agent Agreement) and the
Transfer Agent has entered into the Sub-TA Agreement, dated January 23, 2995,
with the Sub-Transfer Agent;
WHEREAS, the Securities and Exchange Commission and the United States
Treasury Department ("Treasury Department') have adopted a series of rules and
regulations arising out of the USA PATRIOT Act (together with such rules and
regulations, the "Applicable Law"), specifically requiring certain financial
institutions including the Funds, to establish a written anti-money laundering
and customer identification program (the "Program");
WHEREAS, in establishing requirements for registered investment companies,
Applicable Law provides that it is permissible for a mutual fund to
contractually delegate the implementation and operation of its Program to
another affiliated or unaffiliated service provider, such as Transfer Agent, but
that any mutual fund delegating responsibility for aspects of its Program to a
third party must obtain written consent from the third party ensuring the
ability of federal examiners to obtain information and records relating to the
Program and to inspect the third party for purposes of the Program; and
WHEREAS, the Funds have established a Program and wish to amend the TA
Agreement to: (a) reflect the existence of such Program; (b) to delegate
responsibility for performance under the Funds' Program to the Transfer Agent;
(c) to direct the Transfer Agent to further delegate responsibility for
performance under the Funds' Program to Sub-Transfer Agent and (d) to make such
other changes as are required by Applicable Law.
NOW, THEREFORE, the parties intending to be legally bound agree as follows:
1. Pursuant to and in accordance with the direction by the Funds under
the TA Agreement, as amended, to the Transfer Agent, the Transfer
Agent hereby delegates to the Sub-Transfer Agent the responsibility to
perform or contract for the performance of, for an on behalf of the
Funds, all required activities under the Funds'Program.
2. The Sub-Transfer Agent hereby accepts such delegation and represents
and warrants that: (a) it is implemented, and will continue to (i)
monitor the operation of, (ii) assess the effectiveness of, and (iii)
modify, as appropriate or as required by Applicable Law, procedures
necessary to effectuate the Program; (b) it will annually certify, in
a manner acceptable to the Funds under Applicable Law, that it has
implemented the Program and that it will perform or cause to be
performed the customer identification and other activities required by
Applicable Law and the Program; and (c) it will provide such other
information and reports to the Funds' designated Compliance Officer,
as may from time to time be required, and will provide such Compliance
Officer with notice of any contract by any regulatory authority with
respect to the operation of the Program.
3. The Sub-Transfer Agent does hereby covenant that : (a) it will provide
to any federal examiners of the Funds such information and records
relating to Program as may be requested; and (b) it will allow such
examiners to inspect the Transfer Agent for purposes of examining the
Program and its operation to the full extent required by Applicable
Law.
In all other respects, the Agreement first referenced above shall remain in
full force and effect.
WITNESS the due execution hereof this 25th day of September, 2003.
FEDERATED SERVICES COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Assistant Vice President
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ TRUST COMPANY N.A.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President & Securities Counsel