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EXHIBIT 99.B6.(c)
ASSIGNMENT AND ASSUMPTION
ASSIGNMENT AND ASSUMPTION ("Assignment and Assumption") made and
entered into as of February 1, 1995 by and between Xxxxxx Financial Services,
Inc., a Delaware corporation ("Assignor"), and Xxxxxx Distributors, Inc., a
Delaware corporation ("Assignee").
WHEREAS, Assignor serves as principal underwriter for Cash Equivalent
Fund, a Massachusetts business trust (the "Fund"), pursuant to that certain
Administration, Shareholder Services and Distribution Agreement dated October
14, 1988 by and between Assignor and the Fund (the "Agreement");
WHEREAS, Assignee is a wholly-owned subsidiary of Assignor;
WHEREAS, It has been proposed that the rights, duties and
responsibilities of Assignor under the Agreement be transferred to and assumed
by Assignee;
WHEREAS, The Fund has determined that such transfer of rights, duties
and responsibilities is reasonable and in the best interests of the Fund and
the Fund's shareholders; and
NOW, THEREFORE, in consideration of the covenants hereinafter
contained, it is hereby agreed by and between the parties hereto as follows:
1. Assignment and Assumption. Assignor assigns and transfers to
Assignee all of Assignor's rights, interests, liabilities, duties and
obligations under the Agreement ("Assigned Rights and Obligations"). Assignee
accepts the foregoing assignment and transfer of the Assigned Rights and
Obligations and agrees to assume, pay, perform and otherwise be fully
responsible for the same.
2. Further Assurances. From time to time, at the request of either
party, the other party will execute and deliver such further instruments of
assignment, transfer and assumption and take such further action as may be
required to assign, transfer and assume the Assigned Rights and Obligations.
3. Applicable Law. This Assignment and Assumption shall be governed
by the laws of the State of Illinois.
4. Amendments. This Assignment and Assumption may only be amended by
the written agreement of the parties.
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IN WITNESS WHEREOF, the parties have each caused this Assignment and
Assumption to be executed on its behalf by a duly authorized officer as of the
date first written above.
XXXXXX FINANCIAL SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Its: Senior Vice President
XXXXXX DISTRIBUTORS, INC.
By: /s/ Xxxxx X. Xxxxxxxxxx
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Its: Executive Vice President
The undersigned hereby acknowledges and consents to the foregoing Assignment
and Assumption as of February 1, 1995.
CASH EQUIVALENT FUND
By: /s/ Xxxx X. Xxxxxx
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Its: Vice President
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