Draft 6/6/02
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (the "Assignment and Assumption")
is executed and entered into as of June ___, 2002, by and between X.X. Xxxxxx
Xxxxxxx Asset Management (USA) Inc. ("Assignor") and X.X. Xxxxxx Investment
Management Inc. ("Assignee").
WITNESSETH
WHEREAS, The Chase Manhattan Bank entered into an Investment Advisory
Agreement, dated as of May 6, 1996, by and between Mutual Fund Group and The
Chase Manhattan Bank (the "Investment Advisory Agreement");
WHEREAS, The Chase Manhattan Bank entered into an Assignment and Assumption
Agreement, dated as of February 28, 2001, by and between the Assignor and The
Chase Manhattan Bank (together with the Investment Advisory Agreement, the
"Management Agreement");
WHEREAS, the Assignor intends to assign to the Assignee all of the
Assignor's rights and obligations under the Management Agreement with respect to
the JPMorgan Xxxxxxx Pacific Region Fund (the "Pacific Region Fund"); and
WHEREAS, this Assignment and Assumption does not constitute an "assignment"
for purposes of Section 15(a)(4) of the Investment Company Act of 1940, as
amended (the "1940 Act"), in accordance with Rule 2a-6 under the 1940 Act.
NOW, THEREFORE, in consideration of the mutual promises and agreements
herein made for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. The Assignor hereby assigns, transfers and conveys to the
Assignee and its successors and assigns all the Assignor's right,
title and interest in the Management Agreement with respect to
the Pacific Region Fund.
2. The Assignee hereby, with respect to the Pacific Region Fund, (a)
agrees to observe and perform all the terms and conditions of the
Management Agreement applicable to Assignor and (b) otherwise
agrees to assume all liabilities imposed upon the Assignor under
the Management Agreement.
3. The Assignee hereby covenants to indemnify the Assignor against
all liabilities, claims and demands incurred by or made on the
Assignor under the terms of the Management Agreement, with
respect to the Pacific Region Fund, and against all costs that
the Assignor may reasonably incur in resisting or defending any
such claim or demand, including legal costs.
4. [Nothing contained herein shall release Assignor from any
liability under the Management Agreement.]
5. This Assignment and Assumption shall be governed by the laws of
the State of New York; PROVIDED, HOWEVER, that nothing herein
shall be construed as being inconsistent with the 1940 Act.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Assumption to be executed as of the date first above written.
X.X. XXXXXX XXXXXXX ASSET MANAGEMENT
(USA) INC.
By:
---------------------------------
Name:
Title:
X.X. XXXXXX INVESTMENT MANAGEMENT INC.
By:
---------------------------------
Name:
Title:
ACKNOWLEDGED and AGREED TO:
MUTUAL FUND GROUP, on behalf of the JPMorgan
Xxxxxxx Pacific Region Fund
By:
---------------------------------
Name:
Title:
