GINTEL FUND
Amendment to the Transfer Agent Servicing Agreement
THIS AMENDMENT dated as of January 1, 2002 to the Transfer Agent Servicing
Agreement dated as of April 14, 2000, by and between the Gintel Fund, a
Massachusetts business trust, and Firstar Mutual Fund Services, LLC, a Wisconsin
limited liability company, shall be as follows:
Effective January 1, 2002, the name Firstar Mutual Fund Services, LLC has
been changed to U.S. Bancorp Fund Services, LLC. Accordingly, all references to
Firstar Mutual Fund Services, LLC in this Agreement should be replaced with U.S.
Bancorp Fund Services, LLC. Similarly, any references to Firstar Bank, N.A.
should be replaced with U.S. Bank, N.A.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by a duly authorized officer on one or more counterparts as of the day
and year first written above.
GINTEL FUND U.S. BANCORP FUND SERVICES, LLC
By: _____________________________ By: _____________________________
GINTEL FUND
Amendment to the Transfer Agent Servicing Agreement
THIS AMENDMENT dated as of April 17, 2002 to the Transfer Agent Servicing
Agreement, as amended, dated as of April 14, 2000, by and between Gintel Fund, a
Massachusetts business trust, and U.S Bancorp Fund Services, LLC (formerly
Firstar Mutual Fund Services, LLC), a Wisconsin limited liability company shall
be as follows:
Paragraph 7 Proprietary and Confidential Information shall be amended and
replaced in its entirety as follows:
7. Proprietary and Confidential Information
USBFS agrees on behalf of itself and its directors, officers, and employees
to treat confidentially and as proprietary information of the Company all
records and other information relative to the Company and prior, present,
or potential shareholders (and clients of said shareholders) and not to use
such records and information for any purpose other than the performance of
its responsibilities and duties hereunder, except after prior notification
to and approval in writing by the Company, which approval shall not be
unreasonably withheld and may not be withheld where USBFS may be exposed to
civil or criminal contempt proceedings for failure to comply after being
requested to divulge such information by duly constituted authorities, or
when so requested by the Company.
Further, USBFS will adhere to the privacy policies adopted by the Trust
pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from
time to time (the "Act"). Notwithstanding the foregoing, USBFS will not
share any nonpublic personal information concerning any of the Trust's
shareholders with any third party unless specifically directed by the Trust
or allowed under one of the exceptions noted under the Act.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by a duly authorized officer on one or more counterparts as of the day
and year first written above.
GINTEL FUND U.S. BANCORP FUND SERVICES, LLC
By: _____________________________ By: _____________________________
ADDENDUM TO TRANSFER AGENT SERVICING AGREEMENT
THIS ADDENDUM, dated as of July 24, 2002, modifies the Transfer Agent
Servicing Agreement by and between U.S. Bancorp Fund Services, LLC (the
"Transfer Agent") and Gintel Fund (the "Fund"), such Agreement being hereinafter
referred to as the "Agreement."
WHEREAS, Section 352 of the USA Patriot Act (the "Act") and the Interim
Final Rule (Section 103.130) adopted by the Department of the Treasury's
Financial Crimes Enforcement Network (the "Rule") requires the Fund to develop
and implement an anti-money laundering program and monitor the operation of the
program and assess the effectiveness; and
WHEREAS, Section 326 of the Act, as proposed, requires the Fund to develop
and implement a Customer Identification Program ("CIP") as part of the Fund's
overall anti-money laundering program to ensure, among other things, that the
Fund obtains certain information from each of its customers and to be reasonably
sure it knows each of its customers; and
WHEREAS, in order to assist its transfer agent clients with their
anti-money laundering compliance responsibilities under the Act and the Rule,
the Transfer Agent has provided to the Fund for their consideration and approval
written procedures describing various tools designed to promote the detection
and reporting of potential money laundering activity by monitoring certain
aspects of shareholder activity (the "Monitoring Procedures") as well as written
procedures for verifying a customer's identity (the "Customer Identification
Procedures"), together referred to as the "Procedures"; and
WHEREAS, the Fund desires to implement the Procedures as part of their
overall anti-money laundering program and, subject to the terms of the Act and
the Rule, delegate to the Transfer Agent the day-to-day operation of the
Procedures on behalf of the Fund.
NOW THEREFORE, the parties agree, and the Agreement is hereby modified, as
follows:
1. The Fund acknowledges that they have had an opportunity to review, consider
and comment upon the Procedures provided by the Transfer Agent and the Fund
has determined that the Procedures, as part of the Fund's overall
anti-money laundering program, are reasonably designed to prevent the Fund
from being used for money laundering or the financing of terrorist
activities and to achieve compliance with the applicable provision of the
Bank Secrecy Act and the implementing regulations thereunder.
2. Based on this determination, the Fund hereby instructs and directs the
Transfer Agent to implement the Procedures on the Fund's behalf, as such
may be amended or revised from time to time.
3. It is contemplated that these Procedures will be amended from time to time
by the parties as additional regulations are adopted and/or regulatory
guidance is provided relating to the Fund's anti-money laundering
responsibilities.
4. The Transfer Agent agrees to provide to the Fund (a) prompt written
notification of any transaction or combination of transactions that the
Transfer Agent believes, based on the Procedures, evidence money laundering
activity in connection with the Fund or any shareholder of the Fund, (b)
prompt written notification of any customer(s) that the Transfer Agent
reasonably believes, based upon the Procedures, to be engaged in money
laundering activity, provided that the Fund agrees not to communicate this
information to the customer, (c) any reports received by the Transfer Agent
from any government agency or applicable industry self-regulatory
organization pertaining to the Transfer Agent's anti-money laundering
monitoring on behalf of the Fund as provided in this Addendum, (d) prompt
written notification of any action taken in response to anti-money
laundering violations as described in (a), (b) or (c), and (e) an annual
report of its monitoring and customer identification activities on behalf
of the Fund. The Transfer Agent shall provide such other reports on the
monitoring and customer identification activities conducted at the
direction of the Fund as may be agreed to from time to time by the Transfer
Agent and the Fund.
5. The Fund hereby directs, and the Transfer Agent acknowledges, that the
Transfer Agent shall (a) permit federal regulators access to such
information and records maintained by the Transfer Agent and relating to
the Transfer Agent's implementation of the Procedures on behalf of the
Fund, as they may request, and (b) permit such federal regulators to
inspect the Transfer Agent's implementation of the Procedures on behalf of
the Fund.
6. Fees and expenses (other than those already set forth in the Agreement) for
services to be provided by the Transfer Agent hereunder shall be set forth
in a fee schedule agreed upon by the Fund and the Transfer Agent from time
to time. A copy of the initial fee schedule is attached hereto as Exhibit
A.
7. This Addendum constitutes the written instructions of the Fund pursuant to
the terms of the Agreement. Except to the extent supplemented hereby, the
Agreement shall remain in full force and effect.
IN WITNESS HEREOF, the undersigned have executed this Addendum as of the
date and year first above written.
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Gintel Fund U.S. Bancorp Fund Services, LLC
By: By: _____________________________
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Authorized Officer Authorized Officer
Amendment to Transfer Agent Servicing Agreement
WHEREAS, The Gintel Fund (the "Trust") and U.S. Bancorp Fund Services, LLC,
("USBFS") entered into a Transfer Agent Servicing Agreement (the "Agreement")
dated April 14, 2000, and
WHEREAS, The Trust and USBFS desire to amend this Agreement to reflect
certain regulatory changes since the Agreement was initially executed as further
detailed below:
NOW THEREFORE, the parties agree that the following sentence be added to
the end of the paragraph of Section seven (7) of the Agreement:
"Further, federal examiners shall have access to information and records
relating to anti-money laundering activities performed by USBFS hereunder
and USBFS consents to any inspection authorized by law or regulation in
connection thereof."
Dated this 13th day of August, 2002
GINTEL FUND U.S. BANCORP FUND SERVICES, LLC
By: _____________________________ By: _____________________________
Attest: ___________________________ Attest: ____________________________
