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EX-99.(H)(II)
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FORM OF DELEGATION AMENDMENT
Exhibit (h)(ii)
DELEGATION AMENDMENT
July 24, 2002
Mr. Alan Mandel
Schroder Investment Management North America Inc.
875 Third Avenue, 22nd Floor
New York, NY 10022-6225
Dear Mr. Mandel:
Schroder Series Trust, ( the "Fund"), on behalf of each of its individual
series, and State Street Bank and Trust Company (the "Transfer Agent") are
parties to an agreement dated as of October 27, 1993 (the "Agreement") under
which the Transfer Agent performs certain transfer agency and/or record-keeping
services for the Fund. In connection with the enactment of the USA PATRIOT Act
of 2001 and the regulations promulgated thereunder (collectively, the "PATRIOT
Act"), the Fund has requested and the Transfer Agent 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 Funds recognize the importance of complying with the PATRIOT Act
and the Fund has developed and implemented a written anti-money laundering
program, as amended from time to time, which is designed to satisfy the
requirements of the PATRIOT Act, (the "Fund'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 the mutual fund's anti-money laundering program; and
WHEREAS, the Fund desires to delegate to the Transfer Agent the implementation
and operation of certain aspects of the Fund's Program and the Transfer Agent
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, as follows:
1. Delegation; Duties
1.1 Subject to the terms and conditions set forth in the Agreement, the
Fund hereby delegate to the Transfer Agent those aspects of the Fund's
Program that are set forth on Exhibit A, attached hereto. The duties
set forth on Exhibit A may be amended, from time to time, by mutual
agreement of the parties upon the execution by both parties of a
revised Exhibit A bearing a later date than the date hereof.
1.2 The Transfer Agent agrees to perform such delegated duties, with
respect to the ownership of shares in the Fund for which the Transfer
Agent maintains the applicable shareholder information, subject to and
in accordance with the terms and conditions of the Agreement.
1.3 In connection with the performance of the duties delegated pursuant to
Exhibit A hereto, the Transfer Agent will provide documentation
detailing its anti-money laundering compliance program to the Fund and
in any event, as such times as said documentation is updated to reflect
changes to the program. Transfer Agent also undertakes to notify the
Fund whenever changes in its program have a material impact on the
services provided to the Fund pursuant hereto.
2. Consent to Examination
2.1 In connection with the performance by the Transfer Agent of the above
delegated duties, the Transfer Agent understands and acknowledges that
the Fund remains responsible for assuring compliance with the PATRIOT
Act and that the records the Transfer Agent maintains for the Fund
relating to the Fund's Program may be subject, from time to time, to
examination and/or inspection by federal regulators and the Fund in
order that the regulators and the Fund may evaluate such compliance.
The Transfer Agent hereby consents to such examination and/or
inspection and agrees to cooperate with such federal examiners and the
Fund in connection with their review. For purposes of such examination
and/or inspection, the Transfer Agent will use its best efforts to make
available, during normal business hours, all required records and
information for review by such examiners and the Fund. The Transfer
Agent agrees that the Fund's investment adviser shall have simultaneous
inspection and examination rights with the Fund.
3. Limitation on Delegation.
3.1 The Fund acknowledges and agrees that in accepting the delegation
hereunder, the Transfer Agent is agreeing to perform only those aspects
of the Fund's Program that have been expressly delegated hereby and is
not undertaking and shall not be responsible for any other aspect of
the Fund's Program or for the overall compliance by the Fund with the
PATRIOT Act. Additionally, the parties acknowledge and agree that the
Transfer Agent shall only be responsible for performing the delegated
duties with respect to the ownership of shares in the Fund for which
the Transfer Agent maintains the applicable shareholder information.
4. Expenses.
4.1 In consideration of the performance of the foregoing duties, the Fund
agrees to pay the Transfer Agent for the reasonable out-of-pocket
administrative expense that may be associated with such additional
duties, as agreed to by the Fund and the Transfer Agent. The Transfer
Agent agrees to provide the Fund with thirty (30) days prior notice of
such fees. 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.
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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: STATE STREET BANK AND TRUST COMPANY
By:
--------------------------------- ---------------------------------
Joseph L. Hooley
Name: Executive Vice President
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Title:
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WITNESSED BY: SCHRODER SERIES TRUST, on behalf of
each of its individual series
By:
--------------------------------- --------------------------------
Name: Name:
---------------------------- ------------------------------
Title: Title:
--------------------------- -----------------------------
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Exhibit A
Delegated Duties
With respect to the ownership of shares in the Fund for which the Transfer Agent
maintains the applicable shareholder information, the Transfer Agent shall:
o Submit all financial and non-financial transactions through the Office
of Foreign Assets Control ("OFAC") database and such other lists or
databases as may be required from time to time by applicable regulatory
authorities.
o Review redemption transactions that occur within thirty (30) days of
account establishment or maintenance.
o Review wires sent pursuant to banking instructions other than those on
file.
o Review a shareholder's account for unusual activity when purchases and
redemptions by the shareholder (based on social security number within
the Fund) hit the $100,000 threshold that has been set on the "Unusual
Activity Warning System."
o Review accounts to identify those established by known offenders
attempting fraud and once identified, freeze such accounts.
o Monitor and track cash equivalents under $10,000 for a rolling
twelve-month period and file Form 8300 as necessary.
o File suspicious activity reports as necessary.
In the event that the Transfer Agent detects suspicious activity as a
result of the foregoing procedures or as a result of its performance of periodic
reviews of the Fund accounts pursuant to an updated OFAC list, which
necessitates the filing by the Transfer Agent of a suspicious activity report, a
Form 8300 or other similar report or notice to OFAC or other regulatory agency,
then the Transfer Agent shall also immediately notify the Fund, unless
prohibited by applicable law.
STATE STREET BANK AND TRUST SCHRODER SERIES TRUST, on behalf of
COMPANY each of its individual series
By: By:
-------------------------------- --------------------------------
Joseph L. Hooley
Executive Vice President Name:
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Title:
-----------------------------
Date:
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