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Exhibit (d)(15)
ASSUMPTION
AGREEMENT made as of April 28, 1998 among BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION, a banking institution chartered under
the laws of the United States ("Bank of America"), XXXXXXXXX, XXXXXXXX & COMPANY
INVESTMENT MANAGEMENT, L.P., a California limited partnership registered as an
investment adviser pursuant to the Investment Advisers Act of 1940 ("Xxxxxxxxx
Xxxxxxxx"); and WELLINGTON MANAGEMENT COMPANY, LLP, a Massachusetts limited
liability partnership ("Wellington"). Bank of America and Xxxxxxxxx Xxxxxxxx are
each indirect, wholly-owned subsidiaries of BankAmerica Corporation, a
registered bank holding company.
WHEREAS, Pacific Horizon Funds, Inc. (the "Company") is
registered as an open-end management investment company under the Investment
Company Act of 1940 (the "1940 Act");
WHEREAS, Bank of America has been previously appointed as
investment adviser to the Company's International Equity Fund (the "Fund")
pursuant to an Investment Advisory Agreement dated January 1, 1997 and
Wellington has been previously appointed as sub-investment adviser to the Fund
pursuant to a Sub-Advisory Agreement dated January 1, 1997;
WHEREAS, Xxxxxxxxx Xxxxxxxx pursuant to as Assumption
Agreement dated March 1, 1998 assumed the rights, responsibilities, liabilities
and obligations of Bank of America under the Investment Advisory and
Sub-Advisory Agreements;
WHEREAS, Bank of America and Xxxxxxxxx Xxxxxxxx desire to have
Bank of America assume the rights, responsibilities, liabilities and obligations
of Xxxxxxxxx Xxxxxxxx under the Investment Advisory and Sub-Advisory Agreements;
and
NOW THEREFORE, the parties hereto, intending to be legally
bound, agree as follows:
1. Bank of America hereby assumes all rights,
responsibilities, liabilities and obligations of Xxxxxxxxx Xxxxxxxx under the
Investment Advisory and Sub-Advisory Agreements.
2. Bank of America and Xxxxxxxxx Xxxxxxxx hereby represent to
Wellington that (i) the management personnel of Xxxxxxxxx Xxxxxxxx responsible
for providing investment advisory services to the Fund under the Investment
Advisory and Sub-advisory Agreements, including the portfolio managers and the
supervisory personnel, are employees of Bank of America where they continue to
provide such services for the Fund, (ii) Bank of America and Xxxxxxxxx Xxxxxxxx
are indirect, wholly owned subsidiaries of BankAmerica Corporation, and (iii)
the proposed assumption does not involve a change in actual control or actual
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management with respect to the investment adviser, sub-investment adviser or the
Funds and does not result in an "assignment" pursuant to Rule 2a-6 under the
1940 Act.
3. Each party hereby agrees that this Assumption shall be
attached to and made a part of the Investment Advisory and Sub-Advisory
Agreements.
IN WITNESS WHEREOF, intending to be legally bound hereby, the
parties hereto have caused this instrument to be executed by their officers
designated below as of the day and year first above written.
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By:
----------------------------
(Authorized Officer)
XXXXXXXXX, XXXXXXXX & COMPANY
INVESTMENT MANAGEMENT, L.P.
By:
----------------------------
(Authorized Officer)
WELLINGTON MANAGEMENT COMPANY, LLP
By:
----------------------------
(Authorized Officer)
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