STATE STREET BANK AND TRUST COMPANY
July 24, 2002
Xxxxx X. Xxxxx
Artisan Funds, Inc.
0000 Xxxxx Xxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxxx, Xxxxxxxxx 00000
Dear Xx. Xxxxx:
Artisan Funds, Inc. (the "Fund") and State Street Bank and Trust Company (the
"Transfer Agent) are parties to a Transfer Agency and Service Agreement dated as
of May 1, 2001 (the "Agreement") under which the Transfer Agent, through its
service provider, Boston Financial Data Services, Inc. ("Boston Financial"),
performs certain transfer agency and/or recordkeeping 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 Any notification to be given to the Fund pursuant to Exhibit A, attached
hereto, shall be given to any of such persons as the Fund shall have
designated in a written notice to the Transfer Agent as authorized to
receive such notifications, and until changed those persons shall be Jevad
Xxxxxx, Xxxxx X. Xxxxxxx, Xxxxx X. Xxxxx, Xxxx X. Xxxxxxx and Xxxxxxxx X.
Xxxxxx.
1.3 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.
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4. Expenses.
---------------
4.1 In consideration of the performance of the foregoing duties, the Fund
agrees to reimburse the Transfer Agent for its reasonable out-of-pocket
expense associated with such additional duties. Any such expense shall
be reflected as a separate item on the Fund's regular monthly invoice.
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. Representationa and Warranties of the Transfer Agent.
-----------------------------------------------------------
5.1 Upon execution of this letter agreement, the Transfer Agent will deliver
to the Fund a certification letter from Boston Financial (in the form of
Exhibit B, attached hereto).
5.2 No party, including the Transfer Agent, Boston Financial or any affiliate
or subsidiary of Boston Financial to which the performance of any transfer
agency services under the Agreement have been delegated in writing under
Section 14.1 thereof, will provide to the Fund any transfer agency
services pursuant to the Agreement, until the party providing such
services has provided to the Fund a letter substantially in the form set
forth in Exhibit B.
5.2 Any party providing transfer agency services to the Fund pursuant to the
Agreement, including the Transfer Agent, Boston Financial or any affiliate
or subsidiary of Boston Financial to which the performance of any transfer
agency services under the Agreement have been delegated in writing under
Section 14.1 thereof, will provide to the Fund an annual confirmation of
compliance of the type referred to in Section 2 of Exhibit B.
6. Miscellaneous.
--------------------
6.1 In all other regards, the terms and provisions of the Agreement shall
continue to apply with full force and effect.
6.2 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/ illegible By: /s/ Xxxxxx X. Xxxxxx
------------------------ ------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
WITNESSED BY: ARTISAN FUNDS, INC.
/s/ Xxxxxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxx
----------------------- ------------------------------
Name: Xxxxxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxx
------------------------ ------------------------------
Title: Chief Financial Officer Title: General Counsel and Secretary
------------------------ ------------------------------
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Exhibit A
Delegated Duties
----------------
With respect to the beneficial ownership of shares in the Fund for which the
Transfer Agent maintains the applicable shareholder information, the Transfer
Agent shall:
o Adhere to the Fund's third party check policies (which may change from
time to time). In accordance with the Fund's current policy, reject
third party checks for new accounts or for subsequent purchases within
the Fund.
o 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.
o Review all maintenance transactions to shareholder registrations that
occur within thirty (30) days of an account being established.
o Review redemption transactions that occur within thirty (30) days of
account establishment or maintenance.
o Review wires transfers sent other than in accordance with banking
instructions already on file for an account.
o Review a shareholder's account for unusual activity when cumulative
purchases or redemptions by the shareholder (based on social security
number within the Funds) reach 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, 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.
0
XXXXX XXXXXX BANK AND TRUST COMPANY ARTISAN FUNDS, INC.
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxx
------------------------- -------------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxxx X. Xxxxx
Title: Executive Vice President Title: General Counsel and Secretary
Date: 12 Aug 02
-------------------------
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EXHIBIT B
[Form of Certification Letter]
Artisan Funds, Inc.
0000 Xxxxx Xxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxxx, Xxxxxxxxx 00000
Dear Sir or Madam:
Artisan Funds, Inc. (the "Fund") and State Street Bank and Trust Company ("State
Street") are parties to a Transfer Agency and Service Agreement dated as of May
1, 2001 (the "Agreement") under which State Street, through its service
provider, Boston Financial Data Services, Inc. ("Boston Financial") performs
transfer agency services for each of the Funds listed on Schedule A to the
Agreement. At the Fund's request, we confirm the following:
1. Boston Financial understands that pursuant to various U.S. regulations, it
is required to establish an anti-money laundering program which satisfies
the requirements of Title III of the USA PATRIOT Act.
2. Boston Financial agrees to (i) maintain an anti-money laundering
program that includes: internal policies, procedures and controls
reasonably designed to prevent Boston Financial from being used for
money laundering or the financing of terrorist activities and to
achieve compliance with the Patriot Act; a designated Boston Financial
compliance officer or officers; an ongoing training program for
appropriate Boston Financial employees; and an independent audit
function and (ii) consistent with instruction from the Funds, with
respect to the ownership of shares in the Funds for which Boston
Financial maintains the applicable shareholder information, comply with
all laws and regulations applicable to Boston Financial that are
designed to guard against money laundering activities set out in such
program. Boston Financial will provide the Fund with annual
reaffirmation of compliance with this paragraph 2.
3. Boston Financial confirms that, as soon as possible, following the
request from the Fund, Boston Financial will supply the Fund with
copies of (i) Boston Financial's anti-money laundering policy and
procedures and (ii) such other relevant certifications and
representations regarding such policy and procedures as the Fund may
reasonably request from time to time. If Boston Financial materially
amends its anti-money laundering policy and procedures, Boston
Financial will provide the Fund with revised policies and procedures as
soon as reasonably practicable after they become available.
4. Boston Financial's internal Audit Department audits Boston Financial
regularly for compliance with anti-money laundering procedures. Boston
Financial is also in the process of working with its outside accounting
firm to establish a representation related to the adequacy of its anti-
money laundering in Boston Financial's Statement on Auditing Standards No.
70 a copy of which is provided to the Funds annually.
5. Boston Financial also confirms that, within a reasonable time, following
the Fund's request, it will supply the Fund with evidence of the due
diligence work that it has carried out for particular introduced clients.
Sincerely,
By:
------------------------------
Name:
------------------------------
Title:
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