Form of
TRANSFER AND ASSUMPTION OF ADVISORY AGREEMENT
XXXXX XXXXXX TELECOMMUNICATIONS TRUST
ON BEHALF OF XXXXX XXXXXX TELECOMMUNICATIONS INCOME FUND
TRANSFER AND ASSUMPTION OF ADVISORY AGREEMENT, made as of the ___day
of ________, 1998, by and among Xxxxx Xxxxxx Telecommunications Trust
(the "Trust"), a trust organized under the laws of the Commonwealth
of Massachusetts, on behalf of the Xxxxx Xxxxxx Telecommunications
Income Fund (the "Portfolio"), Xxxxx Xxxxxx Strategy Advisers Inc.
("SBSA"), a Delaware corporation, and Mutual Management
Corporation., a Delaware corporation ("MMC").
WHEREAS, the Trust is registered with the Securities and
Exchange Commission as an open-end management investment company
under the Investment Company Act of 1940, as amended (the "Act"); and
WHEREAS, the Trust consists of one investment portfolio or
series; and
WHEREAS, the Trust, on behalf of the Portfolio, and SBSA
entered into an Advisory Agreement on June 16, 1994, under which SBSA
serves as the investment adviser (the "Investment Adviser") for the
Portfolio; and
WHEREAS, SBSA desires that its interest, rights,
responsibilities and obligations in and under the Advisory Agreement
be transferred to MMC and MMC desires to assume SBSA's interest,
rights, responsibilities and obligations in and under the Advisory
Agreement; and
WHEREAS, this Agreement does not result in a change of actual
control or management of the Investment Adviser to the Trust and,
therefore, is not an "assignment" as defined in Section 2(a)(4) of
the Act nor an "assignment" for the purposes of Section 15(a)(4) of
the Act.
NOW, THEREFORE, in consideration of the mutual covenants set
forth in this Agreement and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the
parties hereby agree as follows:
1. Assignment. Effective as of_______, 1998 (the "Effective
Date"), SBSA hereby transfers to MMC all of SBSA's interest, rights,
responsibilities and obligations in and under the Advisory Agreement
dated June 16, 1994, to which SBSA is a party with the Trust.
2. Assumption and Performance of Duties. As of the
Effective Date, MMC hereby accepts all of SBSA's interest and rights,
and assumes and agrees to perform all of SBSA's responsibilities and
obligations in and under the Advisory Agreement; MMC agrees to be
subject to all of the terms and conditions of said Advisory
Agreement; and MMC shall indemnify and hold harmless SBSA from any
claim or demand made thereunder arising or incurred after the
Effective Date.
3. Representation of MMC. MMC represents and warrants that:
(1) it is registered as an investment adviser under the Investment
Advisers Act of 1940, as amended; and (2) is an indirect wholly owned
subsidiary of Xxxxxxx Xxxxx Barney Holdings Inc.
4. Consent. The Trust hereby consents to this transfer by
SBSA to MMC of SBSA's interest, rights, responsibilities and
obligations in and under the Advisory Agreement and to acceptance and
assumption by MMC of the same. The Trust agrees, subject to the
terms and conditions of said Advisory Agreement, to look solely to
MMC for the performance of the Investment Adviser's responsibilities
and obligations under said Advisory Agreement from and after the
Effective Date, and to recognize as inuring solely to MMC the
interest and rights heretofore held by SBSA thereunder.
5. Counterparts. This Agreement may be signed in any number
of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized officers hereunto
duly attested.
Attest:
By:
Secretary Xxxxx Xxxxxx Telecommunications
Trust
on behalf Xxxxx Xxxxxx
Telecommunications Income Fund
Date:
Attest:
By:
Secretary Mutual Management
Corporation
Date:
Attest:
By:
Secretary Xxxxx Xxxxxx Strategy
Advisers Inc
Date:
Attest:
