EXHIBIT(h)(i)(2)
ANTI-MONEY LAUNDERING AND PRIVACY AMENDMENT
This ANTI-MONEY LAUNDERING AND PRIVACY AMENDMENT (this "AMENDMENT")
amends as of the 29th day of December, 2002 (the "EFFECTIVE DATE"), the Transfer
Agency Agreement, dated as of December 29, 2002, between Undiscovered Managers
Funds (the "COMPANY" or the "FUND") and PFPC Inc. ("PFPC") (the "AGREEMENT").
For valuable consideration the receipt and sufficiency of which the
parties hereto hereby acknowledge, the Company and PFPC hereby agree that, as of
the Effective Date, the Agreement shall (without any further action by either of
the parities hereto) be amended as follows:
1. PRIVACY. As of the Effective Date, the Agreement is amended by adding the
following new provision:
"Privacy. Each party hereto acknowledges and agrees that, subject to
the reuse and re-disclosure provisions of ▇▇▇▇▇▇▇▇▇▇ ▇-▇, ▇▇ ▇▇▇ Part
248.11, it shall not disclose the non-public personal information of
investors in the Fund obtained under this agreement, except as
necessary to carry out the services set forth in this agreement or as
otherwise permitted by law or regulation."
2. ANTI-MONEY LAUNDERING. As of the Effective Date, the Agreement is amended by
adding the following new provision:
"Anti-Money Laundering. PFPC shall perform the following actions
necessary to ensure that the Fund is in compliance with Section 352 of
the USA PATRIOT Act: (a) establish and implement written internal
policies, procedures and controls reasonably designed to help prevent
the Fund from being used to launder money or finance terrorist
activities and to ensure the Fund's compliance with Section 352; (b)
provide for independent testing, by an employee who is not responsible
for the operation of PFPC's AML program or by a qualified outside
party, for compliance with PFPC's established policies and procedures;
(c) designate a person or persons responsible for implementing and
monitoring the operation and internal controls of PFPC's AML program;
(d) provide ongoing training of PFPC personnel relating to the
prevention of money-laundering activities; and (e) unless restricted by
law, notify the Fund (specifically, endeavor to notify the Fund's
designee as specified by the Fund to the PFPC Relationship Manager
assigned to with which the Fund interacts) promptly whenever PFPC
determines activity of a shareholder within the Fund to be suspicious
and reportable, consistent with PFPC's established criteria (as
attached hereto subject to being revised from time to time)(without
limitation, this includes when shareholder names match names on OFAC
lists and such matches are confirmed). Upon the reasonable request of
the Fund, PFPC shall provide to the Fund: (x) a copy of PFPC's written
AML policies and procedures (it being understood such information is to
be considered confidential and treated as such and afforded all
protections provided to confidential information under this agreement);
(y) to the extent permitted by PFPC's parent company, a copy of a
written assessment or report prepared by the party performing the
independent testing for compliance, or a summary thereof, or a
certification that the findings of the independent party are
satisfactory; and (z) a summary of the AML training provided for
appropriate personnel. PFPC agrees to permit inspections relating to
its AML program by U.S. Federal departments or regulatory agencies with
appropriate jurisdiction and to make available to examiners from such
departments or regulatory agencies such information and records
relating to its AML program as such examiners shall reasonably request.
Without limiting or expanding the foregoing, the parties
agree the provisions herein do not apply to Section 326 of the USA
PATRIOT Act (or other sections other than Section 352) or regulations
promulgated thereunder."
3. ANNUAL CERTIFICATION. Upon request, PFPC shall provide to the Fund a
certification in the form attached, or substantially similar thereto, or, if
such certification would not be accurate, an explanation of inaccuracies.
4 GENERAL. This Amendment contains the entire understanding between the parties
with respect to the services contemplated hereby. Except as expressly set forth
herein, the Agreement shall remain unaffected hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers, as of the day and year first above
written.
Undiscovered Managers Funds
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
PFPC INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Director
Transfer Agency Division