EXHIBIT 24 (B) (9) (VII)
ASSIGNMENT AGREEMENT
This Agreement is entered into as of January 5, 1998 by and among
▇▇▇▇▇▇ Mutual Fund (the "Fund"), ▇▇▇▇▇▇ Square Management Corporation ("RSMC")
and PFPC Inc. ("PFPC").
WHEREAS, the Fund and RSMC entered into a Transfer Agency Agreement
(the "Fund Agreement") as of February 19, 1997 pursuant to which RSMC provides
certain services to the Fund as described therein;
WHEREAS, RSMC and PFPC have reached an agreement pursuant to which
RSMC will sell its mutual fund servicing business to PFPC;
WHEREAS, RSMC wishes to assign its right, title and interest in and
under the Fund Agreement and its duties and obligations under the Fund Agreement
to PFPC, and such assignment is acceptable to the Fund;
NOW THEREFORE, the parties hereto, in consideration of the premises
and agreements contained herein, and intending to be legally bound hereby, agree
as follows:
1. ASSIGNMENT. RSMC hereby assigns all of its right, title and
interest in and under the Fund Agreement, and its duties and obligations under
the Fund Agreement arising from the date hereof, to PFPC. PFPC hereby accepts
such assignment.
2. ACCEPTANCE BY FUND. The Fund hereby accepts and agrees to the
assignment described in Section 1 hereof.
3. FUND AGREEMENT. The Fund Agreement shall remain unchanged except as
is consistent with the provisions hereof.
4. GOVERNING LAW. This Agreement shall be governed by Delaware law,
without regard to principles of conflicts of law.
5. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and permitted assigns.
6. EXECUTION. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. The facsimile signature
of any party to this Agreement shall constitute the valid and binding execution
hereof by such party.
7. FURTHER ACTIONS. Each party agrees to perform such further acts and
execute such further documents as may be necessary to effectuate the purposes
hereof.
IN WITNESS WHEREOF, the parties to this Agreement have caused this
Agreement to be executed as of the day and year first above written.
▇▇▇▇▇▇ MUTUAL FUND ▇▇▇▇▇▇ SQUARE MANAGEMENT
CORPORATION
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Chief Financial Officer Title: V.P. and Treasurer
PFPC INC.
By: /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Chairman