Exhibit (h4)
AMENDMENT
TO
TRANSFER AGENCY AND SERVICE AGREEMENT
This AGREEMENT is made as of this 3rd day of August, 2006, by and
between Investors Bank & Trust Company (the "Bank"), a Massachusetts trust
company, and the Merrimac Funds, a Delaware Trust (the "Trust").
WHEREAS, the parties to this Agreement entered into a Transfer Agency
and Service Agreement, as amended, dated November 1, 1996, (the "Transfer
Agency Agreement") pursuant to which the Trust appointed IBT as its transfer
agent, dividend disbursing agent and agent;
WHEREAS, the parties entered into an amendment to the Transfer Agency
Agreement dated October 1, 2003, (the "First Amendment"), pursuant to which the
Trust delegated certain aspects of the Trust's anti-money laundering program to
the Bank;
WHEREAS, the parties hereto wish to further amend the First Amendment
as provided herein;
NOW, THEREFORE, the Trust and the Bank hereby agree as follows:
1. Paragraph 1 to the First Amendment is amended to include an
additional paragraph (f) which shall be read as follows:
"(f) Transaction Monitoring and Suspicious Activity Reporting. The
Bank will monitor transactions in Fund Customer accounts using a risk-based
approach. Any suspicious or unusual activity identified will be reported
promptly to the Bank's AML Compliance Officer. The Bank's AML Compliance
Officer will contact the applicable Fund's AML Compliance Officer who will
determine whether to file with FinCEN a Suspicious Activity Report ("SAR") on
behalf of the Fund. If applicable, the Bank's AML Compliance Officer will
ensure that a SAR is properly filed on behalf of the Bank. Both the Bank and
each of the Funds will ensure that, at all times, they have appropriate and
current section 314(b) certifications on file with FinCEN to permit such
sharing of information."
2. Paragraph 2 of the First Amendment shall be deleted in its entirety
and is replaced with the following:
"2. Certifications. The Bank and the Fund shall certify to the other,
on an annual basis and in such form as they may mutually agree on, that:
(a) it has established an AML Program which is reasonably designed to
prevent money laundering or the financing of terrorist activities in
accordance with the Acts;
(b) it has designated an individual or individuals responsible for
implementing and monitoring its AML Program;
(c) it has provided, and will continue to provide, ongoing training
for the appropriate personnel with respect to its AML Program;
(d) it provides for periodic, but at a minimum annual, independent
testing of those Policies; and
(e) it has performed the functions it has agreed to perform pursuant
to this Agreement."
3. Miscellaneous
3.1 This Amendment shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts, without regard to its conflict of laws provisions.
3.2 This Amendment may be executed in any number of counterparts, each
of which shall be deemed to be an original, but such counterparts shall
together, constitute only one instrument.
3.3 Except as amended hereby, the Transfer Agency Agreement, as
amended, shall remain in full force and effect.
IN WITNESS WHEREOF, this agreement has been executed by the duly authorized
officers of the parties to this agreement as of the date first above written.
INVESTORS BANK & TRUST COMPANY
By: /s/ Xxxxxxx XxXxxxx
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Name: Xxxxxxx XxXxxxx
Title: Managing Director
MERRIMAC FUNDS
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: President
