ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "ASSIGNMENT") is made
and entered into as of December 31, 2002 by and among XXXXXXXXX DEVELOPING
MARKETS TRUST, a Massachusetts business trust (the "ASSIGNOR"), XXXXXXXXX
DEVELOPING MARKETS TRUST, a Delaware statutory trust (the "ASSIGNEE"), and
JPMorgan Chase Bank (the "BANK"), formerly The Chase Manhattan Bank, N.A.
W I T N E S S E T H:
WHEREAS, pursuant to a certain Agreement and Plan of Reorganization
dated as of May 10, 2002 between Assignor and Assignee, Assignor has sold and
conveyed to Assignee certain assets of Assignor; and
WHEREAS, in connection with such conveyance of assets, Assignor and
Assignee have agreed that Assignor shall transfer and assign to Assignee all
rights, title and interests of Assignor in and to certain contracts to which
Assignor is a party; and
WHEREAS, Assignor and Assignee have further agreed that Assignee shall
expressly assume all of the obligations of Assignor arising under such contracts
from and after the date of this Assignment; and
WHEREAS, the Assignor and the Bank are parties to a certain Custody
Agreement dated as of October 16, 1991, as amended by Amendments dated, May 10,
1996, March 2, 1998, and as further amended by a certain Amendment No. 2 dated
July 23, 1998, and as further amended by a certain Amendment No. 3 dated as of
May 1, 2001 (collectively, the "CUSTODY AGREEMENT"); and
WHEREAS, the parties hereto desire that the Custody Agreement be
transferred from Assignor to Assignee, as more specifically set forth below.
NOW, THEREFORE, for and in consideration of the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by each party hereto, the parties
hereto, intending to be legally bound, hereby agree as follows:
1. TRANSFER AND ASSIGNMENT. Assignor hereby sells, transfers
and assigns to Assignee, its successors and assigns, all rights, title and
interests of Assignor in, to and under the Custody Agreement.
2. ASSUMPTION OF OBLIGATIONS. Assignee hereby assumes and
agrees to observe and perform all of the obligations and duties of Assignor
under the Custody Agreement from and after the date of this Assignment.
3. CONSENT TO ASSIGNMENT. Notwithstanding the provisions of
Section 22 of the Custody Agreement, the Bank hereby acknowledges, consents and
agrees to the foregoing assignment and assumption of the Custody Agreement.
4. GOVERNING LAW. This Assignment shall be governed by and
construed in accordance with the laws of the State of New York, without
reference to the conflicts of laws provisions thereof.
5. BINDING EFFECT. This Assignment shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and assigns.
6. COUNTERPARTS. This Assignment may be executed in any number
of counterparts, each of which so executed shall be deemed an original, and all
of which, when taken together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Assumption Agreement to be executed as of the day and year first above written.
XXXXXXXXX DEVELOPING MARKETS TRUST FUND,
a Massachusetts business trust
By: /s/XXXXX X. XXXX
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Name: Xxxxx X. Xxxx
Title: Vice President and Assistant Secretary
XXXXXXXXX DEVELOPING MARKETS TRUST,
a Delaware statutory trust
By: /s/XXXXXXX X. XXXXX
-------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President and Secretary
JPMORGAN CHASE BANK
By: /s/XXXXX XXXXXXXX
----------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President
