Exhibit d(3)
ASSIGNMENT AND ASSUMPTION OF CONTRACT
THIS ASSIGNMENT AND ASSUMPTION OF CONTRACT, dated as of the 13th day of
May, 2002, between Citi Fund Management Inc. ("Assignor") and Xxxxx Xxxxxx Fund
Management LLC ("Assignee").
WHEREAS Assignor is party to investment advisory and subadvisory
agreements relating to the accounts listed on Annex A (the "Agreements") and
wishes to assign such Agreements to the Assignee.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged and confirmed, the parties hereto
agree as follows:
1. Assignment. Assignor does hereby assign to Assignee all rights,
interests and benefits of the Assignor thereunder.
2. Assumption. Assignee hereby accepts the foregoing assignment of each
such Agreement and assumes and undertakes to discharge, perform and be liable
for such obligations of Assignor under each such Agreement for the period
beginning on the date hereof.
3. Consents. If the account party to which a particular Agreement
relates executes the acknowledgment on the signature page hereto, such
acknowledgment shall release Assignor from any and all obligations under such
Agreement for the period beginning on the date hereof.
4. Miscellaneous. This Assignment and Assumption may be executed in
separate counterparts, each of which shall be deemed an original and all of
which taken together constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Assignment and Assumption as of the date first written above.
CITI FUND MANAGEMENT INC. XXXXX XXXXXX FUND
MANAGEMENT LLC
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxxxxx X. Xxxxx
--------------------------- --------------------------
Name: Xxxxxx X. Xxxxxxx Name: Xxxxxxxxx X. Xxxxx
Title: Secretary Title: Secretary
Acknowledged and Agreed as of the date hereof:
XXXXX XXXXXX TRUST II, on behalf of Xxxxx Xxxxxx Diversified Large Cap Growth
Fund, Xxxxx Xxxxxx Small Cap Growth Opportunities Fund and Xxxxx Xxxxxx
International Large Cap Fund
By: /s/ X. X. Xxxxxx
---------------------------
Name: X. X. Xxxxxx
Title: President
VARIABLE ANNUITY PORTFOLIOS, on behalf of Xxxxx Xxxxxx Small Cap Growth
Opportunities Portfolio
By: /s/ X. X. Xxxxxx
----------------------------
Name: X. X. Xxxxxx
Title: President
ANNEX A
LIST OF FUNDS
Xxxxx Xxxxxx Trust II
- Xxxxx Xxxxxx Diversified Large Cap Growth Fund,
- Xxxxx Xxxxxx Small Cap Growth Opportunities Fund and
- Xxxxx Xxxxxx International Large Cap Fund
Variable Annuity Portfolios
- Xxxxx Xxxxxx Small Cap Growth Opportunities Portfolio
