Exhibit 99(d)(2)
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (the "Assignment and Assumption")
is executed and entered into as of February 28, 2001 by and between The Chase
Manhattan Bank ("Assignor") and X.X. Xxxxxx Xxxxxxx Asset Management (USA) Inc.
("Assignee").
WITNESSETH:
WHEREAS, the Assignor is a party to an Investment Advisory Agreement dated
as of May 6, 1996 between the Assignor and Growth and Income Portfolio (the
"Management Agreement"); and
WHEREAS, the Assignor intends to assign to the Assignee all of the
Assignor's rights and obligations under the Management Agreement as provided
therein;
WHEREAS, this Assignment and Assumption does not constitute an "assignment"
for purposes of Section 15(a)(4) of the Investment Company Act of 1940, as
amended (the "1940 Act"), in accordance with Rule 2a-6 under the 1940 Act;
NOW, THEREFORE, in consideration of the mutual promises and agreements
herein made and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. The Assignor hereby assigns, transfers and conveys to the Assignee and
its successors and assigns all of the Assignor's right, title and
interest in the Management Agreement.
2. The Assignee hereby (a) agrees to observe and perform all the terms
and conditions of the Management Agreement applicable to Assignor and
(b) otherwise agrees to assume all liabilities imposed upon the
Assignor under the Management Agreement.
3. The Assignee hereby covenants to indemnify the Assignor against all
liabilities, claims and demands incurred by or made on the Assignor
under the terms of the Management Agreement and against all costs that
the Assignor may reasonably incur in resisting or defending any such
claim on demand, including legal costs.
4. Nothing contained herein shall release Assignor from any liability
under the Management Agreement.
5. This Assignment and Assumption shall be governed by the laws of the
State of New York; PROVIDED, HOWEVER, that nothing herein shall be
construed as being inconsistent with the 1940 Act.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Assumption to be executed as of the date first above written.
THE CHASE MANHATTAN BANK
By:
---------------------------
Name:
Title:
X.X.XXXXXX XXXXXXX ASSET MANAGEMENT
(USA) INC.
By:
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Name:
Title:
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