Exhibit (h) (6)
ASSIGNMENT, ASSUMPTION AND GUARANTEE
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AGREEMENT made as of May11, 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 administrator to
M.S.D. & T. Funds pursuant to an Administration Agreement between Mercantile and
M.S.D. & T. Funds dated May 28, 1993, as subsequently amended to add additional
portfolios (as so amended, the "Administration Agreement");
WHEREAS, Mercantile Bankshares Corporation has decided to reorganize
the administrative 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 administrator with respect to each portfolio of
M.S.D. & T. Funds pursuant to the Administration Agreement; and
WHEREAS, substantially all of the personnel of Mercantile responsible
for providing administrative 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 hereby assigns to Mercantile Capital, and Mercantile
Capital hereby assumes, all rights and obligations of Mercantile under the
Administration Agreement.
2. Mercantile hereby unconditionally guarantees the due performance
of its obligations by Mercantile Capital in connection with the Administration
Agreement.
3. Mercantile hereby represents that the management personnel of
Mercantile responsible for providing administrative services to M.S.D. & T Funds
under the Administration
Agreement, including supervisory personnel, are or will be employees of
Mercantile Capital where they will continue to provide the same administrative
services for M.S.D. & T. Funds.
4. Both parties hereby agree that this Assignment, Assumption and
Guarantee shall be attached to and made a part of the Administration Agreement.
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)
M.S.D. & T. Funds, Inc.
hereby consents to the
foregoing Assignment,
Assumption and Guarantee.
By:/s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
President
Dated: May 11, 2001
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