Exhibit 99.(h)(2)
15 August 2002
The Lazard Funds, Inc.
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sir or Madam:
The Lazard Funds, Inc. (the "Fund") and Boston Financial Data Services, Inc.
(the "Transfer Agent") are parties to an agreement (the "Agreement") under which
the Transfer Agent performs certain transfer agency and/or recordkeeping
services for the Fund. In connection with the enactment of the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001 and the regulations proposed and/or 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 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 and transactions in 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 other than as may be otherwise
provided in this Agreement. 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 and
transactions in shares in the Fund for which the Transfer Agent
maintains the applicable shareholder information.
4. Miscellaneous
4.1 In all other regards, the terms and provisions of the Agreement
shall continue to apply with full force and effect.
4.2. 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 on its behalf by its duly authorized representative as
of the date first above written.
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WITNESSED BY: Boston Financial Data Services, Inc.
/s/ Xxxxxx Xxxxxxxx By: /s/ Xxxxx Xxxxxxxxx
--------------------------------- ---------------------------------
Name: Xxxxx Xxxxxxxxx
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Title: Vice President
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WITNESSED BY: The Lazard Funds, Inc.
/s/ Xxxxxxx St. Clair By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------- ---------------------------------
Name: Xxxxxxx X. Xxxxxxx
---------------------------------
Title: Treasurer
---------------------------------
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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 Follow the Fund's third party check and cash equivalent policies
(which may change from time to time). In accordance with the Fund's
current policy, reject third party checks and cash equivalent for new
accounts or for subsequent purchases within the Fund.
o Submit all financial and non-financial transactions through the most
current Office of Foreign Asset Control ("OFAC") database, the
Securities and Exchange Commission ("SEC") Control Lists and any such
other databases and lists as may be required by applicable law or
otherwise agreed to with the Fund and, in the event that a matching
account is found, freeze any such account as required by applicable
law.
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 sent 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 File suspicious activity reports as required by applicable law or the
Fund's Program.
o Retain documentation of the foregoing activities to the extent
required by applicable law.
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Boston Financial Data Services, Inc. The Lazard Funds, Inc.
By: /s/ Xxxxx Xxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------- -----------------------------
Name: Xxxxx Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxx
---------------------------- -----------------------------
Title: Vice President Title: Treasurer
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Date: August 27, 2002 Date: August 25, 2002
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