shared/domestic/clients/shearson/fund/govt
TRANSFER AND ASSUMPTION OF
INVESTMENT ADVISORY AGREEMENT
for
XXXXX XXXXXX MANAGED GOVERNMENTS FUND INC.
TRANSFER AND ASSUMPTION OF INVESTMENT ADVISORY
AGREEMENT, made as of the 7th day of November, 1994, by and
among Xxxxx Xxxxxx Managed Governments Fund Inc., a Maryland
corporation (the "Company"), Mutual Management Corp., a New
York corporation ("MMC"), and Xxxxx Xxxxxx Mutual Funds
Management Inc. ("SBMFM") a Delaware corporation.
WHEREAS, the Company 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 Company, and MMC entered into an
Investment Advisory Agreement on July 30, 1993, under which
MMC serves as the investment adviser (the "Investment
Adviser") for the Company; and
WHEREAS, MMC desires that its interest, rights,
responsibilities and obligations in and under the Investment
Advisory Agreement be transferred to SBMFM and SBMFM desires
to assume MMC's interest, rights, responsibilities and
obligations in and under the Investment Advisory Agreement;
and
WHEREAS, this Agreement does not result in a change of
actual control or management of the Investment Adviser to
the Company 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 November 7, 1994 (the
"Effective Date"), MMC hereby transfers to SBMFM all of
MMC's interest, rights, responsibilities and obligations in
and under the Investment Advisory Agreement dated July 30,
1993, to which MMC is a party with the Company.
2. Assumption and Performance of Duties. As of the
Effective Date, SBMFM hereby accepts all of MMC's interest
and rights, and assumes and agrees to perform all of MMC's
responsibilities and obligations in, and under the
Investment Advisory Agreement; SBMFM agrees to subject to
all of the terms and conditions of said Agreement; and SBMFM
shall indemnify and hold harmless MMC from any claim or
demand made thereunder arising or incurred after the
Effective Date.
3. Representation of SBMFM. SBMFM represents and
warrants that: (1) it is registered as an investment adviser
under the Investment Advisers Act of 1940, as amended; and
(2) Xxxxx Xxxxxx Holdings Inc. is its sole shareholder.
4. Consent. The Company hereby consents to this
transfer by MMC to SBMFM of MMC's interest, rights,
responsibilities and obligations in and under the Investment
Advisory Agreement and to the acceptance and assumption by
SBMFM of the same. The Company agrees, subject to the terms
and conditions of said Agreement, to look solely to SBMFM
for the performance of the Investment Adviser's
responsibilities and obligations under said Agreement from
and after the Effective Date, and to recognize as inuring
solely to SBMFM the interest and rights heretofore held by
MMC 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 Managed
Governments Fund Inc.
Attest:
By:
Secretary Mutual Management Corp.
Attest:
By:
Secretary Xxxxx Xxxxxx Mutual Funds
Management Inc.
