Exhibit D
ASSIGNMENT AND ASSUMPTION OF CONTRACTS
(Northwestern Mutual Series Fund, 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 ("NMIS"),
formerly known as Northwestern Mutual Investment Services, Inc., a Wisconsin
corporation, and THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, a Wisconsin
mutual life insurance company and Wisconsin corporation ("Northwestern Mutual";
NMIS and Northwestern Mutual hereinafter, collectively, "Assignor") and XXXXX
STREET ADVISERS, LLC, a Delaware limited liability company ("Assignee").
RECITALS
A. NMIS 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
NMIS or otherwise, have been responsible for giving investment advice to
Northwestern Mutual Series Fund, Inc. (the "Series Fund"), formerly known as
Northwestern Mutual Variable Life Series Fund, Inc., pursuant to certain
Investment Advisory Agreements identified in Schedule A-1 hereto (the "Advisory
Agreements") with the Series Fund;
C. NMIS and Assignee are entities under the common control of
Northwestern Mutual;
D. Assignor is the Manager named in the Advisory Agreements;
E. Although co-named as a Manager under the Advisory Agreements,
Northwestern Mutual's duties thereunder have been limited to providing certain
administrative, back office and other support services to enable NMIS to perform
the investment advisory duties of Manager thereunder, and Northwestern Mutual's
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duties and services under the Advisory Agreements in no event have included 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 Series Fund;
F. Assignee and Northwestern Mutual have entered into a separate
Administrative Services Agreement, dated as of the Effective Date, pursuant to
which Northwestern Mutual will continue to provide certain administrative, back
office and other support services to enable Assignee to perform the investment
advisory duties of Manager under the Advisory Agreements;
G. NMIS is the "Adviser" or "Advisor" named in the Sub-Advisory
Agreements identified in Schedule A-2 hereto (the "Sub-Advisory Agreements");
and
H. Assignor desires to assign, and Assignee desires to assume, the
rights, duties, obligations, and liabilities of Assignor as Manager under the
Advisory Agreements, and NMIS desires to assign, and Assignee desires to assume,
the rights, duties, obligations, and liabilities of NMIS 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 NMIS hereby transfers,
conveys, and assigns to Assignee all of its right, title, and interest in, to
and under the Sub-Advisory Agreements, in each case, 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 NMIS's duties and obligations under 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.
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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. NMIS represents and warrants to the other parties hereto
that (i) NMIS 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.
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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
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, a
Wisconsin corporation
By: /s/ Xxxxx X. Xxxx
-----------------------------------------------
Xxxxx X. Xxxx, Executive Vice
President and Chief Investment Officer
ASSIGNEE:
XXXXX STREET ADVISERS, LLC, a Delaware limited
liability company
By: /s/ Xxxx X. Xxxx
---------------------------------------
Xxxx X. Xxxx, President
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ACKNOWLEDGEMENT AND CONSENT
The undersigned acknowledges the terms of the foregoing Assignment and
Assumption of Contracts and consents thereto.
NORTHWESTERN MUTUAL SERIES
FUND, INC., a Maryland corporation
By: /s/ Xxxx X. Xxxx
-----------------------------------------
Xxxx X. Xxxx, Vice President and Treasurer
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SCHEDULE A-1
INVESTMENT ADVISORY AGREEMENTS BETWEEN NORTHWESTERN MUTUAL INVESTMENT
SERVICES, LLC* AND NORTHWESTERN MUTUAL SERIES FUND, INC.**
Investment Advisory Agreement
Northwestern Mutual Series Fund, Inc. -
X. Xxxx Price Small Cap Value Portfolio, International Growth Portfolio,
Capital Guardian Domestic Equity Portfolio and Asset Allocation Portfolio
6/29/01
Investment Advisory Agreement
Northwestern Mutual Series Fund, Inc. - Small Cap Growth Stock Portfolio
4/29/99
Investment Advisory Agreement
Northwestern Mutual Series Fund, Inc. - Index 400 Stock Portfolio
4/29/99
Investment Advisory Agreement
Northwestern Mutual Variable Life Series Fund, Inc. - International Equity
Portfolio
4/29/94
Investment Advisory Agreement
Northwestern Mutual Variable Life Series Fund, Inc. - Growth and Income Stock
Portfolio
4/29/94
Investment Advisory Agreement
Northwestern Mutual Variable Life Series Fund, Inc. - Index 500 Stock Portfolio
4/29/94
Investment Advisory Agreement
Northwestern Mutual Variable Life Series Fund, Inc. - Balanced Portfolio
4/29/94
Investment Advisory Agreement
Northwestern Mutual Variable Life Series Fund, Inc. - Money Market Portfolio
4/29/94
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Investment Advisory Agreement
Northwestern Mutual Variable Life Series Fund, Inc. - Select Bond Portfolio
4/29/94
Investment Advisory Agreement
Northwestern Mutual Variable Life Series Fund, Inc. - High Yield Bond Portfolio
4/29/94
Investment Advisory Agreement
Northwestern Mutual Variable Life Series Fund, Inc. - Aggressive Growth Stock
Portfolio
4/29/94
Investment Advisory Agreement
Northwestern Mutual Variable Life Series Fund, Inc. - Growth Stock Portfolio
4/15/94
* f/k/a Northwestern Mutual Investment Services, Inc.
** f/k/a Northwestern Mutual Variable Life Series Fund, Inc.
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SCHEDULE A-2
SUB-ADVISORY AGREEMENTS BETWEEN NORTHWESTERN MUTUAL INVESTMENT
SERVICES, LLC* AND CERTAIN SUB-ADVISERS
Investment Sub-Advisory Agreement
Xxxxxxxxx Investment Counsel, Inc.
Northwestern Mutual Life Series Fund, Inc. - International Equity Portfolio
04/24/94
Investment Sub-Advisory Agreement
X.X. Xxxxxx Investment Management Inc.
Northwestern Mutual Variable Life Series Fund, Inc. - Growth and Income Stock
Portfolio
04/15/94
Sub-Advisory Agreement
Capital Guardian Trust Company
Northwestern Mutual Series Fund, Inc. - Capital Guardian Domestic Equity
Portfolio
6/29/01
Sub-Advisory Agreement
X. Xxxx Price Associated, Inc.
Northwestern Mutual Series Fund, Inc. - X. Xxxx Price Small Cap Value Portfolio
6/29/01
* f/k/a Northwestern Mutual Investment Services, Inc.
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