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Exhibit (d)(14)
ASSUMPTION
AGREEMENT made as of March 1, 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, Bank of America and Xxxxxxxxx Xxxxxxxx desire to have
Xxxxxxxxx Xxxxxxxx assume the rights, responsibilities, liabilities and
obligations of Bank of America under the Investment Advisory and Sub-Advisory
Agreements;
NOW THEREFORE, the parties hereto, intending to be legally
bound, agree as follows:
1. Xxxxxxxxx Xxxxxxxx hereby assumes all rights,
responsibilities, liabilities and obligations of Bank of America 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 Bank of America 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 Xxxxxxxxx Xxxxxxxx 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 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 Agreement.
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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:/s/Signature Illegible
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(Authorized Officer)
XXXXXXXXX, XXXXXXXX & COMPANY
INVESTMENT MANAGEMENT, L.P.
By:/s/Xxxx Xxxxx
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(Authorized Officer)
WELLINGTON MANAGEMENT COMPANY, LLP
By:/s/Signature Illegible
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(Authorized Officer)
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