Exhibit (d)(2)
Xxxxxx Insight Funds Trust
Assumption, Release and Termination Agreement
This agreement is made as of April 30, 2001, among Xxxxxx
Insight Funds Trust, a business trust organized under the laws of the
Commonwealth of Massachusetts (the "Trust"), Xxxxxx Trust and Savings Bank, an
Illinois banking corporation ("Xxxxxx"), and Xxxxxx Investment Management, Inc,
a Delaware corporation ("HIM").
Recitals
A. Pursuant to the investment advisory contract between the Trust and
Xxxxxx dated April 28, 2000, as supplemented on September 5, 2000 (the "Advisory
Contract"), Xxxxxx currently provides services to the Trust, and the Trust
compensates Xxxxxx, with respect to the following series of the Trust:
Xxxxxx Insight Equity Fund
Xxxxxx Insight Equity Income Fund
Xxxxxx Insight Growth Fund
Xxxxxx Insight Index Fund
Xxxxxx Insight Small-Cap Opportunity Fund
Xxxxxx Insight Small-Cap Value Fund
Xxxxxx Insight International Fund
Xxxxxx Insight Emerging Markets Fund
Xxxxxx Insight Balanced Fund
Xxxxxx Insight Convertible Securities Fund
Xxxxxx Insight Bond Fund
Xxxxxx Insight Short/Intermediate Bond Fund
Xxxxxx Insight Intermediate Government Bond Fund
Xxxxxx Insight Tax-Exempt Bond Fund
Xxxxxx Insight Intermediate Tax-Exempt Bond Fund
Xxxxxx Insight Money Market Fund
Xxxxxx Insight Tax-Exempt Money Market Fund
Xxxxxx Insight Government Money Market Fund
Xxxxxx Insight Large-Cap Aggressive Growth Fund
Xxxxxx Insight Small-Cap Aggressive Growth Fund
Xxxxxx Insight Technology Fund
B. Pursuant to the portfolio management contract between Xxxxxx and HIM
dated April 28, 2000, as supplemented on September 5, 2000 (the "Portfolio
Management Contract"), HIM currently provides services to the Trust, and Xxxxxx
compensates HIM, with respect to each of such series of the Trust.
X. Xxxxxx wishes to transfer to HIM its rights and obligations under
the Advisory Contract and HIM wishes to accept such rights and assume such
obligations, and both Xxxxxx and HIM wish to terminate the Portfolio Management
Contract.
D. The Trust is willing to consent to such transfer of rights and
obligations under the Advisory Contract and to such termination of the
Portfolio Management Contract.
Agreement
In consideration of the mutual covenants and agreements of the parties
hereto as herein set forth, the parties covenant and agree as follows:
1. From and after the close of business on the date hereof, HIM shall
become a party to the Advisory Contract in place and stead of Xxxxxx, and Xxxxxx
shall be released from its obligations under the Advisory Contract for all
periods following the date hereof.
2. As of the close of business on the date hereof, the Portfolio
Management Contract is terminated.
3. The Declaration of Trust of the Trust is on file at the office of
the Secretary of State of the Commonwealth of Massachusetts and at the principal
office of the Trust. The obligations of the Trust entered into in the name or on
behalf thereof by any of the Trustees, officers, representatives or agents are
not made individually, but in such capacities, and are not binding upon any of
the Trustees, shareholders, officers, representatives or agents of the Trust
personally but bind only the Trust Property, and all persons dealing with any
class of shares of the Trust must look solely to the Trust Property belonging to
such class for the enforcement of any claims against the Trust.
The parties have executed and delivered this agreement as of
the date first written above.
XXXXXX INSIGHT FUNDS
By /x/ Xxxxx Xxxxxxxx
---------------------
Name: Xxxxx Xxxxxxxx
Title: President
XXXXXX TRUST AND SAVINGS BANK
By /x/ Xxxxx Xxxxxxxx
---------------------
Name: Xxxxx Xxxxxxxx
Title: Senior Vice President
XXXXXX INVESTMENT MANAGEMENT, INC.
By /x/ W. O. Leszinske
---------------------
Name: W.O. Leszinske
Title: President
