EXHIBIT (h)(2)
CONSENT AGREEMENT
This Consent Agreement (this "Agreement") is made as of April 14, 2008,
by and between Citigroup Fund Services, LLC, a Delaware limited liability
company formerly known as Forum Shareholders Services, LLC ("Citi") and the
undersigned customer of Citi ("Customer"), for good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged.
1. SUBJECT CONTRACT. Reference is made to the Transfer Agency and
Services Agreement, dated June 14, 2002, between Citi and Customer
(the "Contract"), pursuant to which Citi provides transfer agency services to
Customer.
2. ASSIGNMENT AND ASSUMPTION. Citi desires to assign its rights under the
Contract to Atlantic Fund Administration, LLC ("Assignee"), together with all
property of the Customer to which the Contract relates that is in the possession
of Citi, together with all related paper and electronic files (the effective
date of such assignment being the "Effective Date"). The parties hereto
acknowledge that on or prior to the Effective Date Assignee will enter into an
agreement with Citi pursuant to which, among other things, Assignee will assume
all liabilities under the Contract that relate to or arise out of any facts,
circumstances or events that occur on or after the Effective Date and do not
arise as a result of a breach by Citi of the Contract prior to the Effective
Date.
3. CONSENT. Customer hereby consents to the assignment and assumption described
above and releases Citi from any and all liability that may arise under or by
reason of the Contract on or after the Effective Date, other than as a result of
breach by Citi of the Contract before the Effective Date. Customer represents
and warrants that it is authorized and empowered to execute and deliver this
Agreement. Customer may revoke this Agreement only in a writing delivered to
Citi before the Effective Date.
4. MISCELLANEOUS. This Agreement reflects the entire agreement of the parties
with respect to its subject matter, and supersedes all previous written or oral
negotiations, commitments and writings. For the convenience of the parties and
to facilitate execution, this Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same document. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns. This Agreement shall be governed by and construed under the internal
laws of the State of placeStateNew York. If any term, covenant or condition of
this Agreement is held to be invalid, illegal or unenforceable in any respect,
all other terms, covenants and conditions of this Agreement shall remain legal,
valid and enforceable and in full force and effect. This Agreement and any
provisions hereof may not be modified, amended, waived, extended, changed,
discharged or terminated orally, or by any act of failure to act on the part of
any party (or parties) hereto, but only by an agreement in writing signed by the
party (or parties) against whom the enforcement of any modification, amendment,
waiver, extension, change, discharge or termination is sought.
[SIGNATURES FOLLOW]
CITI Citigroup Fund Services, LLC
By: /s/ Xxxx X. Xxxxxxxx
-------------------------
Name: Xxxx X. Xxxxxxxx
Title: Director
Date: 5/9/08
CUSTOMER The Xxxxxx Managed Equity Trust
By: /s/ Xxxxx X. Xxxxxxx
---------------------------
Name: Xxxxx X. Xxxxxxx
Title: President
Date: 4/14/08
