ASSUMPTION AGREEMENT
Exhibit (d)(13)
AGREEMENT made as of January 1, 2012 between Xxxxxx Investment Partners, Inc. (“Xxxxxx”) and Xxxxxx Investments, LP (“TIP”).
WHEREAS, Xxxxxx Funds (the “Trust”) is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);
WHEREAS, Xxxxxx had been previously appointed as investment adviser to the Market Neutral Fund, Medical Sciences Long/Short Fund, Spectrum Fund, Titan Fund, All Cap Growth Fund, Concentrated Growth Fund, Emerging Growth Fund, Large Growth Fund, Midcap Growth Fund, Small Cap Growth Fund, International Growth Fund, and Global Opportunities Fund (collectively, the “Funds”) of the Trust pursuant to an Investment Advisory Agreement dated April 28, 1996, as amended (the “Investment Advisory Agreement”);
WHEREAS, Xxxxxx had entered into contractual waiver agreements dated January 31, 2011 and February 2, 2011 (“Waiver Agreements”) with the Trust on behalf of the Funds; and
WHEREAS, Xxxxxx and TIP intend that TIP act as investment adviser with respect to the Funds pursuant to the Investment Advisory Agreement.
NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:
1. TIP hereby assumes all rights and obligations of Xxxxxx under the Investment Advisory Agreement and Waiver Agreements with respect to the Funds.
2. Xxxxxx and TIP hereby represent that, after the assumption referred to above: (a) the management personnel of Xxxxxx responsible for providing investment advisory services to the Funds under the Investment Advisory Agreement, including the portfolio managers and the supervisory personnel, will be the same and will provide the same services for the Funds as officers or employees of TIP; and (b) both Xxxxxx and TIP will be 100% owned by its employees, with Xxxxxx X. Xxxxxx as Chairman and Chief Investment Officer and majority and controlling shareholder. Consequently, Xxxxxx and TIP believe that the assumption effected by this Agreement does not involve a change in actual control or actual management with respect to the investment adviser for the Funds.
3. TIP is hereby bound by all of the terms of the Investment Advisory Agreement and Waiver Agreements, which will continue in full force and effect with respect to TIP.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.
Attest: |
/s/ Xxxxx Xxxxxx |
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XXXXXX INVESTMENT PARTNERS, INC. | |
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By: |
/s/ Xxxxx X. XxXxxxx |
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(Authorized Officer) |
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Name: |
Xxxxx X. XxXxxxx |
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Title: |
General Counsel & CCO |
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Attest: |
/s/ Xxxxx Xxxxxx |
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XXXXXX INVESTMENTS, LP | |
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By: |
/s/ Xxxxxx X. Xxxxx, Xx. |
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(Authorized Officer) |
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Name: |
Xxxxxx X. Xxxxx, Xx. |
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Title: |
Executive Managing Director & COO |
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Acknowledged and Accepted as of the Date |
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First Set Forth Above: |
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XXXXXX FUNDS |
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By: |
/s/ Xxxxx X. XxXxxxx |
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Name: |
Xxxxx X. XxXxxxx |
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Title: |
Vice President, Secretary & CCO |
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