ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "ASSIGNMENT") is made and
entered into as of January 1, 2008 by and among XXXXXXXXX FUNDS, INC., a
Maryland corporation (the "ASSIGNOR"), on behalf of its Xxxxxxxxx Foreign Fund
series, and XXXXXXXXX FUNDS, a Delaware statutory trust (the "ASSIGNEE"), on
behalf of its Xxxxxxxxx Foreign Fund series, and JPMorgan Chase Bank, N.A. (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 January 1, 2008 between Assignor and Assignee, Assignor has conveyed
and transferred 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 June 1, 1984, amended September 1, 1985 and amended and
restated as of February 11, 1986 and May 15, 1996, and as further amended by
Amendments dated July 5, 1996 and March 2, 1998, and as further amended by a
certain Amendment No. 2 dated July 23, 1998 and 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 FUNDS, INC., a Maryland corporation, on
behalf of its Xxxxxxxxx Foreign Fund
By: /s/XXXXX X. XXXX
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Name: Xxxxx X. Xxxx
Title: Vice President and Assistant Secretary
XXXXXXXXX FUNDS, a Delaware statutory trust, on behalf
of its Xxxxxxxxx Foreign Fund
By: /s/XXXXX X. XXXX
------------------------------------------------
Name: Xxxxx X. Xxxx
Title: Vice President and Assistant Secretary
JPMORGAN CHASE BANK, N.A.
By: /s/XXXXX XXXXXXXX
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Name: Xxxxx Xxxxxxxx
Title: Vice President
