Exhibit d(2)
FORM OF
ASSIGNMENT AND ASSUMPTION OF CONTRACT
THIS ASSIGNMENT AND ASSUMPTION OF CONTRACT, dated as of the 1st day of
April, 2001, between Citibank, N.A., a national banking association ("Assignor")
and Citi Fund Management Inc., a Delaware corporation ("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. CITIBANK, N.A.
By: ___________________________ By: ______________________
Name: Name:
Title: Title:
Acknowledged and Agreed as of the date hereof:
Variable Annuity Portfolios, on behalf of
Xxxxx Xxxxxx Small Cap Growth Opportunities Portfolio
By:__________________________
Name:
Title:
ANNEX A
LIST OF FUNDS
Variable Annuity Portfolios
- Xxxxx Xxxxxx Small Cap Growth Opportunities Portfolio
