ASSIGNMENT AND ASSUMPTION OF CONTRACT
THIS ASSIGNMENT AND ASSUMPTION OF CONTRACT, dated as of the 21st day of
November, 2001, between Xxxxx Xxxxxx Fund Management LLC, a Delaware limited
liability company ("Assignor") and Salomon Brothers Asset Management Inc., a
Delaware corporation ("Assignee").
WHEREAS Assignor is party to investment advisory 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,
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interests and benefits of the Assignor under each Agreement.
2. Assumption. Assignee hereby accepts the foregoing assignment of each
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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
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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
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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.
SALOMON BROTHERS ASSET XXXXX XXXXXX FUND
MANAGEMENT INC. MANAGEMENT LLC
By: /s/ Xxxxx Xxxxxxx By: /s/ Xxxxx X. XxXxxxxx
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Name: Xxxxx Xxxxxxx Name: Xxxxx X. XxXxxxxx
Title: Director Title: Director
Acknowledged and Agreed
as of the date hereof:
Greenwich Street Series Fund, on behalf of:
International Equity Portfolio (name to be changed to Salomon Brothers Variable
International Equity Fund)
Growth & Income Portfolio (name to be changed to Salomon Brothers Variable
Growth & Income Fund)
Emerging Growth Portfolio (name to be changed to Salomon Brothers Variable
Emerging Growth Fund)
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title: Assistant Secretary
ANNEX A
List of Investment Advisory Agreements
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Investment advisory agreements between Greenwich Street Series Fund and Xxxxx
Xxxxxx Fund Management LLC with respect to each of:
International Equity Portfolio (name to be changed to Salomon Brothers Variable
International Equity Fund)
Growth & Income Portfolio (name to be changed to Salomon Brothers Variable
Growth & Income Fund)
Emerging Growth Portfolio (name to be changed to Salomon Brothers Variable
Emerging Growth Fund)
