Exhibit 9(c)(ii)
Assignment Agreement for Settlement Agreement
(for Golden American Life Insurance Company)
ASSIGNMENT AGREEMENT FOR
SETTLEMENT AGREEMENT
AGREEMENT, made this 20th day of March, 1991, by and among
Western Capital Financial Group ("Western Capital"), a California
corporation; Directed Services, Inc. ("DSI"), a New York
corporation; Golden American Life Insurance Company ("Golden
American"), a stock life insurance company incorporated under the
laws of the State of Minnesota, on its own behalf and on behalf
of any separate accounts of Golden American shown on Exhibit A to
the Settlement Agreement as defined below; and The Specialty
Managers Trust, a Massachusetts business trust ("Trust").
WHEREAS, the Trust is registered with the Securities and
Exchange Commission as an open-end management investment company
under the Investment Company Act of 1940, as amended ("Act"), and
the Trust issues shares in several different classes, each of
which is known as a "Series"; and
WHEREAS, the Trust, Western Capital and Golden American
entered into an Settlement Agreement dated December 28, 1988
("Settlement Agreement"); and
WHEREAS, Western Capital has served as Distributor to the
Trust pursuant to a Distribution Agreement between the Trust and
Western Capital dated December 27, 1988; and
WHEREAS, the Trust and Western Capital have terminated the
Distribution Agreement with Western Capital, effective at the
close of business on March 20, 1991; and
WHEREAS, commencing Xxxxx 00, 0000, XXX has agreed to serve
as Distributor to the Trust pursuant to a new Distribution
Agreement between the Trust and DSI dated March 20, 1991; and
WHEREAS, Western Capital, Golden American and the Trust
desire to assign Western Capital's interest in the Settlement
Agreement to DSI, and DSI desires to be the assignee of Western
Capital's interest.
NOW, THEREFORE, it is agreed as follows:
1. ASSIGNMENT. Effective as of March 21, 1991, Western
Capital hereby assigns to DSI all of its interest in the
Settlement Agreement.
2. PERFORMANCE OF DUTIES. DSI hereby assumes and agrees
to perform all of Western Capital's duties and obligations under
the Settlement Agreement and be subject to all of the terms and
conditions of said Agreement as if they applied to Western
Capital. DSI shall not be responsible for any claim or demand
arising under the Settlement Agreement from services rendered
prior to the effective date of this Assignment Agreement unless
otherwise agreed by DSI, and Western Capital shall not be
responsible for any claim or demand arising under the Settlement
Agreement from services rendered after the effective date of this
Assignment Agreement unless otherwise agreed by Western Capital.
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3. REPRESENTATION OF DSI. DSI represents and warrants
that it is registered as a broker-dealer under the Securities
Exchange Act of 1934, as amended and is a member in good standing
of the National Association of Securities Dealers, Inc. ("NASD").
4. CONSENT. The Trust and Golden American hereby consent
to this assignment by Western Capital of its rights under the
Settlement Agreement to DSI and the assumption by DSI of Western
Capital's interest in such Agreement and the duties and
obligations thereunder, and agree, subject to the terms and
conditions of said Agreement, to look to DSI for the performance
of the duties and obligations formerly owed by Western Capital
under said Agreement.
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IN WITNESS WHEREOF, the parties hereto have cause this
Assignment Agreement to be executed by their duly authorized
officers hereunto duly attested as of the date and year written
above.
WESTERN CAPITAL FINANCIAL GROUP
_______________________ By: _______________________________
Attest Xxxxxx X. Xxxxxxx
Vice President President
Title Title
DIRECTED SERVICES, INC.
_______________________ By: _______________________________
Attest
Secretary Executive Vice President
Title Title
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GOLDEN AMERICAN LIFE INSURANCE COMPANY
_______________________ By: _______________________________
Attest X. X. Xxxxxxxx
Executive Vice President President
Title Title
THE SPECIALTY MANAGERS TRUST
_______________________ By: _______________________________
Attest X. X. Xxxxxxxx
Outside Counsel Vice President
Title Title
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