22.(d)(37)
TRANSFER AGREEMENT
WHEREAS, Xxxx Xxxxxxx Advisers, LLC ("XXX") acts as sub-adviser to the
Active Bond and Strategic Income portfolios (the "Funds") of Xxxx Xxxxxxx Trust
pursuant to a sub-advisory agreement dated April 30, 2004, as amended through
October 17, 2005, between XXX and Xxxx Xxxxxxx Investment Management Services,
LLC ("JHIMS"), a copy of which is attached as Annex A (the "Sub-Advisory
Agreement");
WHEREAS, as part of a restructuring of investment management operations,
XXX is transferring its entire portfolio management staff, including those
portfolio managers involved in the management of the Funds, to Sovereign Asset
Management LLC ("XXX");
WHEREAS, XXX, JHIMS and XXX are all indirect, wholly-owned subsidiaries of
Manulife Financial Corporation; and
WHEREAS, in order to continue to provide the Funds with the same quality
of investment management services, XXX proposes transferring its rights and
obligations under the Sub-Advisory Agreement to XXX.
NOW THEREFORE, XXX, XXX and JHIMS, for good and valuable consideration,
the sufficiency of which is hereby acknowledged, agree as follows:
1. XXX agrees to transfer to XXX, and XXX agrees to assume, all of JHA's rights
and obligations under the Sub-Advisory Agreement. JHIMS consents to such
transfer.
2. As a result of such transfer and assumption, XXX shall act as investment
sub-adviser to each Fund and perform all of JHA's obligations under the
Sub-Advisory Agreement in connection with the management of the Funds.
3. XXX shall be entitled to receive from JHIMS the sub-advisory fee previously
payable to XXX.
4. Notwithstanding anything in this Agreement to the contrary, XXX agrees that
it shall retain ultimate legal liability for satisfying the provisions of the
Sub-Advisory Agreement in the event that XXX fails to comply with the terms
thereof.
5. The transfer contemplated by this Agreement shall be effective on the 31st
day of December 2005.
IN WITNESS WHEREOF, each of the parties have entered into this Agreement
as of the 31st day of December 2005.
XXXX XXXXXXX ADVISERS, LLC
By:____________________________
Name:
Title:
SOVEREIGN ASSET MANAGEMENT LLC
By:____________________________
Name:
Title:
XXXX XXXXXXX INVESTMENT
MANAGEMENT SERVICES, LLC
By: Xxxx Xxxxxxx Life Insurance Company
(U.S.A.), its Managing Member
By:____________________________
Name:
Title:
