Exhibit (d) (9)
ASSUMPTION AND GUARANTEE
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AGREEMENT made as of May 11, 2001 between MERCANTILE-SAFE DEPOSIT &
TRUST COMPANY ("Mercantile"), a Maryland banking corporation and a wholly-owned
subsidiary of Mercantile Bankshares Corporation, and MERCANTILE CAPITAL
ADVISORS, INC. ("Mercantile Capital"), a Maryland corporation and a wholly-
owned, indirect subsidiary of Mercantile Bankshares Corporation.
WHEREAS, M.S.D. & T. Funds, Inc. ("M.S.D. & T. Funds") is registered
as an open-end management investment company under the Investment Company Act of
1940, as amended (the "1940 Act");
WHEREAS, Mercantile has been previously appointed as investment
adviser to M.S.D. & T. Funds pursuant to an Advisory Agreement between
Mercantile and M.S.D. & T. Funds dated July 24, 1998 together with Addendum No.
1 thereto dated July 5, 2000 and Amendment No. 1 thereto dated April 27, 2001
(the "Advisory Agreement");
WHEREAS, Mercantile has entered into (a) a Sub-Advisory Agreement with
Delaware Management Company dated as of July 5, 2000 with respect to the M.S.D.
& T. Capital Opportunities Fund; (b) a Sub-Advisory Agreement with Xxxxxx
Xxxxxxx Xxxx Xxxxxx Investment Management Limited dated April 27,2001 with
respect to the M.S.D. & T. International Equity Fund; and (c) a Sub-Advisory
Agreement with Xxxxxx Xxxx Investment Management, Inc. dated April 27, 2001 with
respect to the M.S.D. & T. International Equity Fund (collectively, the "Sub-
Advisory Agreements);
WHEREAS, Mercantile Bankshares Corporation has decided to reorganize
the investment advisory services provided by Mercantile with respect to M.S.D. &
T. Funds;
WHEREAS, as a result of such reorganization, Mercantile desires to
have Mercantile Capital be the investment adviser with respect to each portfolio
of M.S.D. & T. Funds pursuant to the Advisory Agreement and Sub-Advisory
Agreements; and
WHEREAS, substantially all of the personnel of Mercantile responsible
for providing investment advisory services to M.S.D. & T. Funds will be
employees of Mercantile Capital as a result of such reorganization.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
agree as follows:
1. Mercantile Capital hereby assumes all rights and obligations of
Mercantile under the Advisory Agreement and Sub-Advisory Agreements.
2. Mercantile hereby represents that (i) the management personnel of
Mercantile responsible for providing investment advisory services to M.S.D. & T.
Funds under the Advisory Agreement and Sub-Advisory Agreements, including its
portfolio managers and supervisory personnel, are or will be employees of
Mercantile Capital where they will continue to provide the same investment
advisory services for M.S.D. & T. Funds, and (ii) both Mercantile and Mercantile
Capital remain wholly-owned subsidiaries of Mercantile Bankshares Corporation.
Consequently, Mercantile believes that the proposed reorganization and this
assumption do not involve a change in actual control or management with respect
to the investment adviser for M.S.D. & T. Funds.
3. Mercantile hereby unconditionally guarantees the due performance
of its obligations by Mercantile Capital in connection with the Advisory
Agreement and Sub-Advisory Agreements.
4. Both parties hereby agree that this Assumption and Guarantee shall
be attached to and made a part of the Advisory Agreement and Sub-Advisory
Agreements.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
MERCANTILE-SAFE DEPOSIT & TRUST COMPANY
By: /s/ Xxxx X. XxXxxxx
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Xxxx X. XxXxxxx
(Authorized Officer)
MERCANTILE CAPITAL ADVISORS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
(Authorized Officer)
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