Exhibit (d)(3)
ASSIGNMENT AND ASSUMPTION AGREEMENT
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This ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment and Assumption
Agreement") dated as of April 26, 2007 among Xxxxxxxxx Xxxxxx, LLC ("Assignor"),
a Delaware limited liability company, and a wholly owned subsidiary of Xxxxxxxxx
Xxxxxx Inc. which in turn is a indirect, wholly-owned subsidiary of Xxxxxx
Brothers Holdings Inc. ("Xxxxxx Brothers"), and Xxxxxx Brothers Asset Management
LLC ("Assignee"), a Delaware limited liability company and a wholly-owned
subsidiary of Xxxxxx Brothers.
W I T N E S S E T H:
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WHEREAS, Assignor and Xxxxxxxxx Xxxxxx Management Inc. ("Investment
Adviser") are parties to that certain sub-advisory agreement dated as of
November 3, 2003 (the "Sub-Advisory Agreement"), whereby Assignor serves as the
subadviser to certain series of Xxxxxxxxx Xxxxxx Advisers Management Trust (the
"Trust"), as listed on Schedule A and any supplements thereto of the
Sub-Advisory Agreement;
WHEREAS, Assignor desires to assign to Assignee, and Assignee desires to
accept all of Assignor's right, title and interest in the Sub-Advisory Agreement
with respect to the portfolios listed on Appendix A of this Assignment and
Assumption Agreement (the "Portfolios"), and (ii) Assignee desires to acquire
and to assume all of the duties and obligations of Assignor under the
Sub-Advisory Agreement with respect to the Portfolios;
WHEREAS, this Assignment and Assumption Agreement does not result in a
change of actual control or management of the subadviser to the Trust and,
therefore, is not an "assignment" as defined in Section 2(a)(4) of the
Investment Company Act of 1940 (the "Act") nor an "assignment" for purposes of
Section 15(a)(4) of the Act.
NOW, THEREFORE, in consideration of the mutual premises herein contained,
and other good and valuable consideration, the mutual receipt and legal
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, hereby agree as follows:
1. Effective as of May 1, 2007, Assignor hereby designates Assignee as its
successor under the Sub-Advisory Agreement with respect to the Portfolios and
hereby assigns, conveys, transfers and sets over absolutely to Assignee, and
Assignee hereby accepts, all of Assignor's right, title and interest in and to
the Sub-Advisory Agreement with respect to the Portfolios and Assignee hereby
assumes and agrees to perform and discharge all of Assignor's duties and
obligations under the Sub-Advisory Agreement with respect to the Portfolios.
2. The Trust and the Investment Adviser hereby agree and consent to the
assignment to and assumption by Assignee of the Sub-Advisory Agreement with
respect to the Portfolios, and as of the date of this Assignment and Assumption
Agreement agree that all of the representations, covenants, and agreements in
the Sub-Advisory Agreement of the Assignor with respect to the Portfolios shall
now apply to the Assignee as though Assignee were a named party
to the Sub-Advisory Agreement with respect to the Portfolios, except that any
claim by the Trust and the Investment Adviser under the Sub-Advisory Agreement
with respect to the Portfolios, or liability with respect to services performed
prior to the date of this Assignment and Assumption Agreement by the Assignor,
shall not be made against the Assignee.
3. Assignor, Assignee and Investment Adviser hereto further agree that by
signing this Assignment and Assumption Agreement, Assignee shall become a party
to the Sub-Advisory Agreement with respect to the Portfolios with the same
effect as if Assignee had executed the Sub-Advisory Agreement with respect to
the Portfolios as a party thereto as of the date of this Assignment and
Assumption Agreement, and Assignee shall have all of the rights and obligations
of Assignor under the Sub-Advisory Agreement with respect to the Portfolios and
as of the date of this Assignment and Assumption Agreement shall be deemed to
have made all of the representations, covenants and agreements of Assignor
contained in the Sub-Advisory Agreement with respect to the Portfolios.
4. Neither this Assignment and Assumption Agreement nor any term hereof may
be changed, waived, discharged or terminated, except by an instrument in writing
signed by the parties hereto.
5. In case any provision in or obligation under this Assignment and
Assumption Agreement shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.
6. This Assignment and Assumption Agreement shall be governed by, and shall
be construed and enforced in accordance with, the internal laws of the State of
New York, without regard to conflicts of law principles.
7. This Assignment and Assumption Agreement may be executed in one or more
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument.
8. This Assignment and Assumption Agreement shall inure to the benefit of,
and be binding upon, the parties hereto and their respective successors and
assigns.
9. This Agreement sets forth the entire agreement of the parties hereto
with respect to the subject matter hereof and may not be altered, amended,
changed, waived, terminated or modified in any respect or particular unless the
same shall be in writing and signed by each of the parties hereto.
[signatures on following page]
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IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Assumption Agreement to be duly executed and delivered by their respective
officers thereunto duly authorized, as of the date first above written.
TRUST:
XXXXXXXXX XXXXXX ADVISERS MANAGEMENT TRUST
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Chairman and CEO
INVESTMENT ADVISER:
XXXXXXXXX XXXXXX MANAGEMENT INC.
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Vice President
ASSIGNEE:
XXXXXX BROTHERS ASSET MANAGEMENT LLC
By: /s/ Xxxxxx X'Xxxxxx
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Name: Xxxxxx X'Xxxxxx
Title: Senior Vice President
ASSIGNOR:
XXXXXXXXX XXXXXX, LLC
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Vice President
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APPENDIX A
Xxxxxx Brothers High Income Bond Portfolio
Xxxxxx Brothers Short Duration Bond Portfolio
DATED: MAY 1, 2007
