PURCHASE AGREEMENT
Merrimac Series, a trust organized under Delaware law (the "Trust"), and
Funds Distributor, Inc., a Massachusetts corporation (the "Distributor), hereby
agree as follows:
1. The Trust hereby offers the Distributor and the Distributor hereby
agrees to purchase 100,000 shares, par value $.001 per share of the Premium
Class of the Merrimac Cash Series (hereinafter the "Shares"). The
Distributor hereby acknowledges receipt of a purchase confirmation
reflecting the purchase of the Shares, and the Trust hereby acknowledges
receipt from the Distributor of cash in the amount of $100,000 in full
payment for the Shares.
2. The Distributor represents and warrants to the Trust that the
Shares are being acquired for investment purposes and not with a view to
the distribution thereof.
3. The Distributor agrees that if it redeems the Shares prior to the
fifth anniversary of the date the Trust begins its investment activities,
the Distributor will pay to the Trust an amount equal to the number
resulting from multiplying the Trust's total unamortized organizational
expenses by a fraction, the numerator of which is equal to the number of
shares of that Series redeemed by the Distributor and the denominator of
which is equal to the number of shares of that Series outstanding as of the
date of such redemption, as long as the administrative position of the
staff of the Securities and Exchange Commission requires such
reimbursement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the 15th day of June, 1998.
MERRIMAC SERIES FUNDS DISTRIBUTOR, INC.
By: /s/ Xxxx X. Xxxxxxxx By: /s/ Xxxxx X. Xxxxxxxx
Its: Treasurer and Chief Financial Its: President and Chief Executive Officer
Officer
