Exhibit (d)(3)
ASSUMPTION AGREEMENT
This Assumption Agreement is made as of this 30th day of January, 2001,
by and between IBJ Whitehall Bank & Trust Company, a New York corporation ("IBJ
Whitehall"), Whitehall Asset Management, a New York corporation ("Whitehall")
and Whitehall Funds Trust, a Delaware business trust registered as an investment
company under the Investment Company Act of 1940 (the "Trust"). IBJ Whitehall,
Whitehall and the Trust, may be collectively referred to herein as "Parties".
WHEREAS, IBJ Whitehall and the Trust are parties to a Master Investment
Advisory Contract dated as of January 28, 2000, as amended on October 26, 2000,
on behalf of the Whitehall Growth Fund, Whitehall Growth and Income Fund,
Whitehall Income Fund, Whitehall Enhanced Index Fund and Whitehall High Yield
Fund (the "Master Investment Advisory Contract"); and
WHEREAS, Whitehall wishes to assume IBJ Whitehall's duties and
obligations under the Master Investment Advisory Contract.
NOW, THEREFORE based on the foregoing, the Parties agree as follows:
1. ASSUMPTION. Whitehall, intending to be legally bound, hereby
agrees to assume and perform all duties and obligations of IBJ
Whitehall under the Master Investment Advisory Contract, subject
to the express representation of IBJ Whitehall that it will
assume the responsibility for defending and, if necessary,
satisfying any claim that may arise against Whitehall by or on
behalf of any shareholder of the Trust by reason of the services
Whitehall provides pursuant to the Master Investment Advisory
Contract;
2. GUARANTY. IBJ Whitehall hereby irrevocably and unconditionally
guarantees to the Trust the full performance of all of the
obligations of Whitehall under the provisions of the Master
Investment Advisory Contract, including, without limitation, the
obligation to pay money.
IBJ Whitehall agrees to indemnify, defend and hold harmless the
Trust from and against any and all loss, cost, damage or expense
(including reasonable fees of counsel) whatsoever resulting from
or arising out of any material breach of any representation,
covenant or obligation of Whitehall contained in the Master
Investment Advisory Contract.
IBJ Whitehall hereby waives any requirement that the Trust
exhaust any right or remedy or proceed or take any action against
Whitehall or any other person or entity before exercising any
right or remedy against IBJ Whitehall under this guaranty and
indemnity. The obligations of IBJ Whitehall and Whitehall
hereunder are absolute and unconditional.
This Guaranty and Indemnity shall be a continuing guaranty and
indemnity and shall continue in full force and effect until all
of the obligations of Whitehall shall have been satisfied in full
by or on behalf of any shareholder of the Trust by reason of the
services Whitehall provides pursuant to the Master Investment
Advisory Contract.
IN WITNESS WHEREOF, Whitehall, IBJ Whitehall and the Trust hereby has
executed this Assumption and Guaranty as of the day and year first above
written.
WHITEHALL ASSET MANAGEMENT
By: /S/ XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx
Title: Sr. Managing Director
IBJ WHITEHALL BANK & TRUST COMPANY
By: /S/ XXXXX X. XXXXX
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Name: Xxxxx X. Xxxxx
Title: Vice President
WHITEHALL FUNDS TRUST
By: /S/ XXXXX X. XXXXX
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Name: Xxxxx X. Xxxxx
Title: Treasurer
Approved: January 30, 2001
Amended: October 25, 2001
