Exhibit No. EX-99.h.2.d
AMENDMENT TO TRANSFER AGENT AGREEMENT
THIS AMENDMENT, dated as of October 1, 2003 amends that certain Transfer Agent
Agreement dated August 27, 1999, as may be amended from time to time, (the
"Agreement") by and between Jacob Internet Fund Inc., a Maryland corporation
(the "Fund") and U.S. Bancorp Fund Services, LLC, a Delaware limited liability
company (formerly, Firstar Mutual Fund Services, LLC) (the "Transfer Agent").
WHEREAS, the Bank Secrecy Act of 1970 and Title III of the USA PATRIOT Act of
2001 (the "USA Patriot Act") and the implementing regulations thereunder require
the Fund to develop and implement anti-money laundering and customer
identification programs;
WHEREAS, the Transfer Agent has developed and implemented certain anti-money
laundering policies and procedures, shareholder activity monitoring procedures
and a customer identification program (collectively, the "AML Procedures");
WHEREAS, the Transfer Agent has represented to the Fund that the AML Procedures
are reasonably designed to: (i) detect, deter and report suspected money
laundering activity; and (ii) comply with the provisions of the Bank Secrecy Act
of 1970 and the USA PATRIOT Act of 2002 and the implementing regulations
thereunder that may be applicable to the Fund (the "AML Laws and Regulations");
WHEREAS, the AML Laws and Regulations permit the Fund to delegate the
implementation and operation of the Fund's anti-money laundering and customer
identification programs to a service provider, such as the Transfer Agent; and
WHEREAS, the Fund desires to contractually delegate to the Transfer Agent the
responsibility for implementation of the Fund's anti-money laundering procedures
and the Transfer Agent desires to implement the AML Procedures on behalf of the
Fund and each of its separate series, if any.
NOW THEREFORE, the parties agree, and the Agreement is hereby amended, as
follows:
1. The Transfer Agent represents and warrants to the Fund that the AML
Procedures are reasonably designed to: (i) detect and report suspected
money laundering activity; and (ii) comply with the AML Laws and
Regulations that may be applicable to the Fund.
2. The Fund represents that it has had an opportunity to review, consider
and comment upon the AML Procedures.
3. The Fund and the Transfer Agent each acknowledge that the AML
Procedures, when fully and properly enforced by Transfer Agent, are
critical to preventing the Fund from being used for money laundering
or the financing of terrorist activities and that the Fund is
primarily relying Transfer Agent and the AML Procedures to detect and
report any suspected money laundering activity that may occur within
the Fund and to ensure the Fund's compliance with the AML Laws and
Regulations.
4. In accordance with the above representations, the Transfer Agent
agrees to:
(a) Implement the AML Procedures on behalf of the Fund and each of
its separate series, if any;
(b) Take all reasonable measures to ensure that the AML Procedures,
as implemented by the Transfer Agent on behalf of the Fund, are
reasonably designed to: (i) detect and report suspected money
laundering activity; and (ii) achieve compliance with the AML
Laws and Regulations with respect to the Fund and each of its
separate series, if any;
(c) Amend the AML Procedures from time to time to ensure the AML
Procedures fully satisfy the various regulatory requirements
under the AML Laws and Regulations as may be applicable to the
Fund;
(d) Develop and implement a customer identification program that
fully complies with the regulatory requirements established
pursuant to Rule 0-11 under the Investment Company Act of 1940,
as amended, and 31 CFR 'SS' 103.131, as applicable to the
Fund;
(e) Provide to the Fund prompt written notification of any
transaction or combination of transactions that Transfer Agent
reasonably believes may involve money laundering activity in
connection with the Fund or any shareholder of the Fund;
(f) Provide to the Fund prompt written notification of any
customer(s) that Transfer Agent reasonably believes to be engaged
in money laundering activity, provided that the Fund agrees not
to communicate this information to the customer;
(g) Provide to the Fund prompt written notification of any other
activity involving the Fund, whether related to an existing
shareholder, a potential investor, or otherwise, that Transfer
Agent reasonably believes may warrant a submission of a
"suspicious activity report," as generally defined and construed
under the AML Laws and Regulations;
(h) Provide to the Fund prompt reports received by Transfer Agent
from any government agency or applicable industry self-regulatory
organization pertaining to Transfer Agent's anti-money laundering
monitoring on behalf of the Fund to the extent permitted by law;
(i) Provide to the Fund prompt written notification of any action
taken in response to anti-money laundering violations as
described above to the extent permitted by law; and
(j) Provide to the Fund a summary report regarding the audit
conducted by Transfer Agent or its designee of the AML
Procedures, as required under the AML Laws and Regulations.
Transfer Agent shall provide such other reports
on the AML Procedures conducted as may be mutually agreed to from
time to time by Transfer Agent and the Fund.
5. Maintain and safeguard all documents, information and data relating to
the AML Program implemented on behalf of the Fund in accordance with
the AML Laws and Regulations, including, at a minimum: (i) the
information required to be maintained pursuant to Section 352 of the
USA Patriot Act and any implementing regulations thereunder; and (ii)
the information required to be maintained under 31 CFR 'SS'
103.131.
6. Transfer Agent shall permit federal regulators to: (i) access such
information and records maintained by Transfer Agent that relate to
Transfer Agent's implementation of the AML Procedures on behalf of the
Fund and each of its separate series, if any; and (ii) inspect
Transfer Agent's implementation of the AML Procedures on behalf of the
Fund and each of its series, if any.
IN WITNESS HEREOF, the undersigned have executed this Amendment as of the date
and year first above written.
JACOB INTERNET FUND INC. U.S. BANCORP FUND SERVICES, LLC
By: /s/ Xxxx Xxxxx By: /s/ Xxxxxx X. Xxxxxxxxx
------------------------- -------------------------------
Name: Xxxx Xxxxx Name: Xxxxxx X. Xxxxxxxxx
Title: Chairman Title: SVP
