ASSUMPTION AGREEMENT
This Assumption Agreement is made as of this 30th day of January, 2001,
by and between IBJ Whitehall Bank & Trust Company, a New York chartered,
Federally insured, commercial bank ("IBJ Whitehall"), Whitehall Asset
Management, a New York corporation ("Whitehall") and Whitehall Funds Trust, a
Delaware business trust registered as an investment company under the Investment
Company Act of 1940 (the "Trust"). IBJ Whitehall, Whitehall and the Trust, may
be collectively referred to herein as "Parties".
WHEREAS, IBJ Whitehall and the Trust, are parties to a Master
Investment Advisory Contract dated as of November 18, 1994, as amended on
October 26, 2000, on behalf of the Whitehall Money Market Fund (the "Money
Market Fund Advisory Contract"); and
WHEREAS, IBJ Whitehall and the Trust are parties to a Master Investment
Advisory Contract dated as of January 28, 2000, as amended on October 26, 2000,
on behalf of the Whitehall Growth Fund, Whitehall Growth and Income Fund,
Whitehall Income Fund, Whitehall Enhanced Index Fund and Whitehall High Yield
Fund (together, with the Money Market Fund Advisory Contract, the "Master
Investment Advisory Contracts"); and
WHEREAS, Whitehall wishes to assume IBJ Whitehall's duties and
obligations under the Master Investment Advisory Contracts.
NOW, THEREFORE based on the foregoing, the Parties agree as follows:
1. ASSUMPTION. Whitehall, intending to be legally bound,
hereby agrees to assume and perform all duties and
obligations of IBJ Whitehall under the Master Investment
Advisory Contracts, subject to the express representation
of IBJ Whitehall that it will assume the responsibility
for defending and, if necessary, satisfying any claim that
may arise against Whitehall by or on behalf of any
shareholder of the Trust by reason of the services
Whitehall provides pursuant to the Master Investment
Advisory Contracts;
2. GUARANTY. IBJ Whitehall hereby irrevocably and
unconditionally guarantees to the Trust the full
performance of all of the obligations of Whitehall under
the provisions of the Master Investment Advisory
Contracts, including, without limitation, the obligation
to pay money.
IBJ Whitehall agrees to indemnify, defend and hold
harmless the Trust from and against any and all loss,
cost, damage or expense (including reasonable fees of
counsel) whatsoever resulting from or arising out of any
material breach of any representation, covenant or
obligation of Whitehall contained in the Master Investment
Advisory Contracts.
IBJ Whitehall hereby waives any requirement that the Trust
exhaust any right or remedy or proceed or take any action
against Whitehall or any other person
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or entity before exercising any right or remedy against
IBJ Whitehall under this guaranty and indemnity.
The obligations of IBJ Whitehall and Whitehall hereunder
are absolute and unconditional.
This Guaranty and Indemnity shall be a continuing guaranty and
indemnity and shall continue in full force and effect until
all of the obligations of Whitehall shall have been satisfied
in full by or on behalf of any shareholder of the Trust by
reason of the services Whitehall provides pursuant to the
Master Investment Advisory Contracts.
IN WITNESS WHEREOF, Whitehall, IBJ Whitehall and the Trust hereby has
executed this Assumption and Guaranty as of the day and year first above
written.
WHITEHALL ASSET MANAGEMENT
By:___________________________________
Name:
Title:
IBJ WHITEHALL BANK & TRUST COMPANY
By:___________________________________
Name:
Title:
WHITEHALL FUNDS TRUST
By:___________________________________
Name:
Title:
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