EXHIBIT 99 (D)(2)
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (this "Assignment and Assumption") is
executed and entered into as of FEBRUARY 28, 2001 by and between The Chase
Manhattan Bank ("Assignor") and X.X. Xxxxxx Xxxxxxx Asset Management (USA) Inc.
("Assignee'").
WITNESSETH:
WHEREAS, the Assignor is a party to an Investment Advisory Agreement
dated as of May 6, 1996 between the Assignor and Mutual Fund Trust (the
"Management Agreement"); and
WHEREAS, the Assignor intends to assign to the Assignee all of the
Assignor's rights and obligations under the Management Agreement as provided
therein;
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 and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:
1. The Assignor hereby assigns, transfers and conveys to the
Assignee and its successors and assigns all of the Assignor's
right, title and interest in the Management Agreement.
2. The Assignee hereby (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 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.
THE CHASE MANHATTAN BANK
By: /s/ Xxxxx X. Xxxxxxxx
------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
X.X. XXXXXX XXXXXXX ASSET
MANAGEMENT (USA) INC.
By: /s/ Xxxx X. Xxxxxxxx
-----------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President
