EXHIBIT (h)(3)(D)
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; The Mutual
Benefit Life Insurance Company ("MBL"), a mutual life insurance company
incorporated under the laws of the State of New Jersey, on its own behalf
and on behalf of Mutual Benefit Variable Contract Account-11; 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
WHEREAS, the Trust, Western Capital, and MBL entered into a
Settlement Agreement dated May 21, 1990 ("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 28, 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, MBL 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
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assigns to DSI all of its interest in the Settlement Agreement.
2. Performance of Duties. DSI hereby assumes and agrees to perform all
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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
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Western Capital shall not be responsible for any claim or demand
arising under the Settlement Agreement from services rendered after
the effective date ofthis Assignment Agreement unless otherwise
agreed by Western Capital.
3. Representation of DSI. DSI represents and warrants that it is
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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 MBL hereby consent to this assignment by
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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 caused 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
X. X. Xxxxxxxxxxx BY: /s/ Xxxxxx X. Xxxxxxx
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Attest Xxxxxx X. Xxxxxxx
Vice President President
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Title Title
Directed Services, Inc.
Xxxxxxx X. Xxxxxxxxxxx BY: /s/ Xxxx X. Xxxxxxxx
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Attest Xxxx X. Xxxxxxxx
Secretary Executive Vice President
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Title Title
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The Mutual Benefit Life
Insurance Company
Xxxxxxx Xxxxx BY: /s/ Xxxxx X. Xxxxxxxx
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Attest Xxxxx X. Xxxxxxxx
Assistant Secretary V.P. Deputy General Counsel
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Title Title
The Specialty Managers Trust
Xxxxxxx X. Xxxxxx BY: /s/ X.X. Xxxxxxxx
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Attest X.X. Xxxxxxxx
Outside Counsel Vice President
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Title Title
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