Exhibit 99(d)(2)
ASSUMPTION AGREEMENT
THIS ASSUMPTION AGREEMENT is made as of February 1, 2004, by and between
Ariel Capital Management, LLC, a Delaware limited liability company, and Lincoln
Capital Fixed Income Management Company, LLC, a Delaware limited liability
company ("Lincoln Capital").
WHEREAS, Ariel Capital Management, Inc. has employed Lincoln Capital to
serve as sub-adviser responsible for managing the assets of the Ariel Premier
Bond Fund, a series of Ariel Investment Trust, pursuant to a currently effective
Sub-Advisory Agreement between the parties dated May 20, 2003 (the "Agreement");
and
WHEREAS, effective as of the date of this Assumption Agreement, Ariel
Capital Management, Inc. is restructuring from a subchapter S corporation to a
limited liability company named Ariel Capital Management, LLC to facilitate
increased employee ownership; and
WHEREAS, the reorganization of Ariel Capital Management, Inc. into Ariel
Capital Management, LLC does not result in a change of actual control or
management of the company, and thus does not constitute an "assignment" of the
Agreement as that term is defined under the Investment Company Act of 1940.
NOW, THEREFORE, the parties hereto agree as follows:
1. The Agreement currently in effect between Ariel Capital Management,
Inc. and Lincoln Capital relating to the Ariel Premier Bond Fund is hereby
assumed in its entirety by Ariel Capital Management, LLC, except that all
references to Ariel Capital Management, Inc. shall be replaced with references
to Ariel Capital Management, LLC.
2. Ariel Capital Management, LLC assumes and agrees to perform and be
bound by all of the terms of the Agreement and the obligations, duties and
covenants of Ariel Capital Management, Inc. thereunder.
3. The Agreement shall continue in full force and effect as set forth
therein for the remainder of its term.
4. This Assumption Agreement may be executed in one or more
counterparts which, taken together, shall constitute one and the same document.
IN WITNESS WHEREOF, the undersigned have executed this Assumption Agreement
as of the date set forth above.
Ariel Capital Management, LLC Lincoln Capital Fixed Income Management
Company, LLC
By: /s/ XXXXX X. XXXXXXXXX By: /s/ XXXXXXXX X. XXXXXXX
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Name: XXXXX X. XXXXXXXXX Name: XXXXXXXX X. XXXXXXX
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Title: VICE PRESIDENT Title: MANAGING DIRECTOR
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