DELEGATION AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT
July 24, 2002
Firsthand Funds
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxxxxxxxxx 00000
Dear Sir or Madam:
FIRSTHAND FUNDS (the "Fund") and STATE STREET BANK AND TRUST COMPANY (the
"Transfer Agent") are parties to an agreement dated as of March 15, 2000 (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 Fund recognizes the importance of complying with the PATRIOT Act
and the Fund has developed and implemented a written anti-money laundering
program, 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 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 delegates 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.
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 in order that the regulators may
evaluate such compliance. The Transfer Agent 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, 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.
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 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.
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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
/s/ Xxxxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------- ----------------------------------
Name: Xxxxxx X. Xxxxxx
Name: Xxxxxx Xxxxxx Title: Executive Vice President
--------------------------------
Title: Vice President and Senior Counsel
----------------------------------
WITNESSED BY: FIRSTHAND FUNDS
-------------------------------------- By: /s/ Xxxx Xxxxxxxxx
----------------------------------
Xxxx Xxxxxxxxx
Name:--------------------------------- Secretary
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:
- 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 redemption transactions that occur within thirty (30) days of
account establishment or maintenance.
- Review wires sent pursuant 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 Funds) hit the $100,000 threshold that has been set on the "Unusual
Activity Warning System."
- Review accounts to identify those established by known offenders
attempting fraud and once identified, freeze such accounts.
- 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.
In the event that the Transfer Agent detects suspicious activity as a result of
the foregoing procedures, 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 FIRSTHAND FUNDS
COMPANY
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxx Xxxxxxxxx
---------------------------------- -------------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxx Xxxxxxxxx
Title: Executive Vice President Title: Secretary
Date: July 24, 2002
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