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EXHIBIT 99.B9(e)
ASSIGNMENT AND ASSUMPTION
ASSIGNMENT AND ASSUMPTION ("Assignment and Assumption") made and
entered into as of February 1, 1995 by and between Xxxxxx Financial
Services, Inc., a Delaware corporation ("Assignor"), and Xxxxxx
Distributors, Inc., a Delaware corporation ("Assignee").
WHEREAS, Assignor serves as administrator for Xxxxxx Growth
Fund, a Massachusetts business trust (the "Fund"), pursuant to that
certain Administrative Services Agreement dated August 1, 1990 by and
between Assignor and the Fund, as may have been amended, (the
"Agreement");
WHEREAS, Assignee is a wholly-owned subsidiary of Assignor;
WHEREAS, It has been proposed that the rights, duties and
responsibilities of Assignor under the Agreement be transferred to
and assumed by Assignee;
WHEREAS, The Fund has determined that such transfer of rights,
duties and responsibilities is reasonable and in the best interests
of the Fund and the Fund's shareholders; and
NOW, THEREFORE, in consideration of the covenants hereinafter
contained, it is hereby agreed by and between the parties hereto as
follows:
1. Assignment and Assumption. Assignor assigns and
transfers to Assignee all of Assignor's rights, interests,
liabilities, duties and obligations under the Agreement ("Assigned
Rights and Obligations"). Assignee accepts the foregoing assignment
and transfer of the Assigned Rights and Obligations and agrees to
assume, pay, perform and otherwise be fully responsible for the same.
2. Further Assurances. From time to time, at the request of
either party, the other party will execute and deliver such further
instruments of assignment, transfer and assumption and take such
further action as may be required to assign, transfer and assume the
Assigned Rights and Obligations.
3. Applicable Law. This Assignment and Assumption shall be
governed by the laws of the State of Illinois.
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4. Amendments. This Assignment and Assumption may only be
amended by the written agreement of the parties.
IN WITNESS WHEREOF, the parties have each caused this Assignment
and Assumption to be executed on its behalf by a duly authorized
officer as of the date first written above.
XXXXXX FINANCIAL SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Its: Senior Vice President
XXXXXX DISTRIBUTORS, INC.
By: /s/ Xxxxx X. Xxxxxxxxxx
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Its: Executive Vice President
The undersigned hereby acknowledges and consents to the foregoing
Assignment and Assumption as of February 1, 1995.
XXXXXX GROWTH FUND
By: /s/ Xxxx X. Xxxxxx
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Its: Vice President
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