Exhibit D
ASSIGNMENT AND ASSUMPTION OF CONTRACTS
(Xxxxx Street Funds, Inc.)
THIS ASSIGNMENT AND ASSUMPTION OF CONTRACTS (this "Assignment") is made
and entered into as of January 1, 2002 by and between NORTHWESTERN MUTUAL
INVESTMENT SERVICES, LLC, a Wisconsin limited liability company ("Assignor"),
formerly known as Northwestern Mutual Investment Services, Inc., a Wisconsin
corporation, and XXXXX STREET ADVISERS, LLC, a Delaware limited liability
company ("Assignee").
RECITALS
A. Assignor is registered as an investment adviser under the Investment
Advisers Act of 1940, as amended, and as a broker dealer under the Securities
Exchange Act of 1934, as amended, but is refocusing its business to concentrate
on its broker dealer operations and, in connection therewith effective January
1, 2002 (the "Effective Date"), is transferring all of its investment advisory
contracts with third parties to Assignee;
B. Assignee is registered as an investment adviser under the Investment
Advisers Act of 1940, as amended, and its employees include all of the
individuals who, prior to the Effective Date, in their capacities as officers of
Assignor or otherwise, have been responsible for giving investment advice to
Xxxxx Street Funds, Inc., a Maryland corporation (the "Xxxxx Street Funds")
pursuant to certain Investment Advisory Agreements identified in Schedule A-1
hereto (the "Advisory Agreements") with Xxxxx Street Funds;
C. Assignor and Assignee are entities under the common control
of The Northwestern Mutual Life Insurance Company, a Wisconsin mutual
life insurance company and Wisconsin corporation ("Northwestern
Mutual");
D. Assignor is the Manager named in the Advisory Agreements;
E. Assignee and Northwestern Mutual have entered into a separate
Administrative Services Agreement, dated as of the Effective Date, pursuant to
which Northwestern Mutual will provide certain administrative, back office and
other support services to enable Assignee to perform the investment advisory
duties of Manager under the Advisory Agreements, and Northwestern Mutual's
duties and services under such agreement in no event include the giving of
advice as to the advisability of investing in, purchasing, or selling securities
or the power
to determine what securities or other property shall be purchased or sold by
Portfolios of the Xxxxx Street Funds;
F. Assignor is the "Adviser" or "Advisor" named in the
Sub-Advisory Agreements identified in Schedule A-2 hereto (the
"Sub-Advisory Agreements"); and
G. Assignor desires to assign, and Assignee desires to assume, the rights,
duties, obligations, and liabilities of Assignor as Manager under the Advisory
Agreements as Adviser under the Sub-Advisory Agreements.
NOW, THEREFORE, in consideration of the recitals set forth above, which
are made a part of this Assignment, the mutual covenants hereinafter contained
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. Effective as of the Effective Date, Assignor hereby transfers,
conveys, and assigns to Assignee all of its right, title, and interest in, to
and under the Advisory Agreements and the Sub-Advisory Agreements, together with
all related rights and interests including, without limitation, those with
respect to third party brokers, brokerage accounts, and other accounts and
relationships relating to performance of Assignor's duties and obligations under
the Advisory Agreements and the Sub-Advisory Agreements.
2. Assignee hereby accepts the transfer, conveyance, and assignment
of the Advisory Agreements and Sub-Advisory Agreements from Assignor and assumes
all rights, duties, obligations, and liabilities of Assignor under the Advisory
Agreements and Sub-Advisory Agreements accruing from and after the Effective
Date.
3. Assignor represents and warrants to Assignee that (i) Assignor is
the owner of all of the rights of Manager under the Advisory Agreements; (ii)
Assignor has the power, right and authority to enter into this Assignment and to
assign all of its right, title and interest in and to the Advisory Agreements to
Assignee; and (iii) Assignor has not previously assigned, pledged or otherwise
disposed of or encumbered its interest in the Advisory Agreements.
4. Assignor represents and warrants to the other parties hereto that
(i) Assignor is the owner of all of the rights of Adviser under the Sub-Advisory
Agreements and has the right and authority to enter into this Assignment and to
assign all of its right, title and interest in and to the Sub-Advisory
Agreements to Assignee; (ii) Assignor has the power, right and authority to
enter into this Assignment and to assign all of its right, title and interest in
and to the
Sub-Advisory Agreements to Assignee; and (iii) Assignor has not previously
assigned, pledged or otherwise disposed of or encumbered its interest
in the Sub-Advisory Agreements.
5. Assignee represents and warrants to Assignor that Assignee has the
power, right and authority to enter into this Assignment; and Assignee is
registered as an investment adviser under the Investment Advisers Act of 1940,
as amended.
6. This Assignment shall be governed by the laws of the State of
Wisconsin, and shall be binding upon and shall inure to the benefit of Assignor,
Assignee, and their respective legal representatives, heirs, successors, and
assigns.
7. This Assignment may be executed in any number of
counterparts, all of which taken together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as
of the day and year first above written.
ASSIGNOR:
NORTHWESTERN MUTUAL INVESTMENT SERVICES,
LLC, a Wisconsin limited liability company
By: /S/Xxxxx X. Xxxxxx
------------------------------------
Xxxxx X. Xxxxxx, President and Chief
Executive Officer
ASSIGNEE:
XXXXX STREET ADVISERS, LLC, a Delaware
limited liability company
By: /S/Xxxx X. Xxxx
-----------------------------
Xxxx X. Xxxx, President
ACKNOWLEDGEMENT AND CONSENT
---------------------------
The undersigned acknowledges the terms of the foregoing Assignment and
Assumption of Contracts and consents thereto.
XXXXX STREET FUNDS, INC., a Maryland
corporation
By: /S/Xxxx X. Xxxx
-----------------------------------------
Xxxx X. Xxxx, Vice President and Treasurer
SCHEDULE A-1
INVESTMENT ADVISORY AGREEMENTS BETWEEN NORTHWESTERN MUTUAL INVESTMENT
---------------------------------------------------------------------
SERVICES, LLC* AND XXXXX STREET FUNDS, INC.
-------------------------------------------
Investment Advisory Agreement
Xxxxx Street Funds, Inc. - Small Cap Growth Stock Fund and Index 400
Stock Fund
06/07/99
Investment Advisory Agreement
Xxxxx Street Funds, Inc. - Aggressive Growth Stock Fund,
International Equity Fund, Growth Stock Fund, Growth and Income Stock
Fund, Index 500 Stock Fund, Asset Allocation Fund, High Yield Bond
Fund, Municipal Bond Fund, and Select Bond Fund
03/31/97
* f/k/a Northwestern Mutual Investment Services, Inc.
SCHEDULE A-2
------------
SUB-ADVISORY AGREEMENTS BETWEEN NORTHWESTERN MUTUAL INVESTMENT
--------------------------------------------------------------
SERVICES, LLC* AND CERTAIN SUB-ADVISERS
---------------------------------------
Investment Sub-Advisory Agreement
X.X. Xxxxxx Investment Management Inc.
Xxxxx Street Funds, Inc. - Growth and Income Stock Fund
03/31/97
Investment Sub-Advisory Agreement
Xxxxxxxxx Investment Counsel, Inc.
Xxxxx Street Funds, Inc. - International Equity Fund
03/31/97
* f/k/a Northwestern Mutual Investment Services, Inc.
hol03 174745
