EXHIBIT (4)(e)
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (the "Agreement") is made
as of the 17th day of August, 2001, between Xxxxxx Xxxxxx Global Investors
Limited, a Scottish corporation ("Xxxxxx Xxxxxx Global") and Xxxxxx Xxxxxx,
Inc., a New York corporation ("Xxxxxx Xxxxxx, Inc.").
WHEREAS, Xxxxxx Xxxxxx Global has entered into an Investment
Advisory Agreement (the "Advisory Contract") with the Xxxxxx Xxxxxx Business
Trust, an unincorporated business trust organized under the laws of The
Commonwealth of Massachusetts (the "Trust"), on behalf of its MCBT Pan
European Mid Cap Fund series (the "Fund");
WHEREAS, Xxxxxx Xxxxxx Global and Xxxxxx Xxxxxx, Inc. are
wholly-owned subsidiaries of Xxxxxx Xxxxxx Limited, a Scottish corporation,
and share the same directors, officers and other personnel; and
WHEREAS, Xxxxxx Xxxxxx Global wishes to assign, and Xxxxxx Xxxxxx,
Inc. wishes to assume, all of Xxxxxx Xxxxxx Global's rights, duties and
obligations under the Advisory Contract;
NOW, THEREFORE, based on the foregoing, the parties hereby agree as
follows:
1. ASSIGNMENT AND ASSUMPTION. Xxxxxx Xxxxxx Global hereby assigns
to Xxxxxx Xxxxxx, Inc. and Xxxxxx Xxxxxx, Inc., intending to be legally
bound, hereby agrees to assume and perform, all rights, duties and
obligations of Xxxxxx Xxxxxx Global under the Advisory Contract.
2. UNDERSTANDING OF PARTIES. It is the intention and
understanding of the parties to this Agreement that the transactions
contemplated hereby shall not constitute an "assignment" of the Advisory
Contract within the meaning of the Investment Company Act of 1940, as amended.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first written above.
XXXXXX XXXXXX GLOBAL INVESTORS LIMITED
By: /s/ J. K. R. Falconer
-------------------------
Name: J. K. R. Falconer
Title: Director
XXXXXX XXXXXX, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. XxxXxxx
Title: Vice President
