Trust for Credit Unions - Exhibit to Form N-SAR for the Annual Period Ended
August 31, 2003
Exhibit 77Q1 (e):
ASSUMPTION AGREEMENT
AGREEMENT made as of April 26, 2003 between XXXXXXX, XXXXX & CO.
("GS&Co.") and XXXXXXX XXXXX ASSET MANAGEMENT, L.P. ("GSAM LP"), each a
wholly-owned direct and indirect subsidiary of THE XXXXXXX XXXXX GROUP, INC.
WHEREAS, Trust for Credit Unions (the "Trust") is registered as an
open-end management investment company under the Investment Company Act
of 1940, as amended (the "1940 Act");
WHEREAS, GS&Co. has been previously appointed as investment adviser to
the Money Market Portfolio, Government Securities Portfolio and Mortgage
Securities Portfolio (the "Portfolios") of the Trust
pursuant to an Advisory Agreement dated June 20, 1991, and the addenda
thereto (together the "Investment Advisory Agreement"); and
WHEREAS, the parties desire to have GSAM LP act as investment adviser
with respect to each Portfolio pursuant to the Investment Advisory Agreement.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
agree as follows:
1. GSAM LP hereby assumes all rights and obligations of GS&Co. under the
Investment Advisory Agreement with respect to the Portfolios.
2. GS&Co. and GSAM LP hereby represent that: (a) the management personnel of
GS&Co. responsible for providing investment advisory services to the Portfolios
under the Investment Advisory Agreement, including the portfolio managers and
the supervisory personnel, will continue to provide the same services for the
Portfolios as officers or employees of GSAM LP; and (b) both GS&Co. and GSAM LP
remain wholly-owned direct and indirect subsidiaries of Xxxxxxx Xxxxx Group,
Inc. Consequently, GS&Co. and GSAM LP believe that the assumption effected by
this Agreement does not involve a change in actual control or actual management
with respect to the investment adviser for the Portfolios.
3. GSAM LP is hereby bound by all of the terms of the Investment Advisory
Agreement, which will continue in full force and effect with respect to GSAM
LP.
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.
Attest: signature eligible XXXXXXX, XXXXX & CO.
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By: /s/ Xxx Xxxxxx
Name:Xxx X. Xxxxxx
Title: Vice-President
Attest: /s/ Xxxxx Xxxxxxx XXXXXXX XXXXX ASSET
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MANAGEMENT, L.P.
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Managing Director
Acknowledged as of the Date
First Set Forth Above:
TRUST FOR CREDIT UNIONS
By: /s/ Xxxxxxx Xxxxxx
Name:Xxxxxxx Xxxxxx
Title:President
