Exhibit 1
FORM OF ASSUMPTION AGREEMENT
This assumption agreement (the "Agreement") is made as of the 7th day of
May, 2001, by and among Union Planters Investment Advisors, Inc. ("Union
Planters Advisors"), a wholly-owned subsidiary of Union Planters Corporation,
Union Planters Bank, N.A. ("Union Planters Bank"), a wholly-owned subsidiary of
Union Planters Corporation, and LEADER Mutual Funds, a Massachusetts business
trust.
WHEREAS, Union Planters Bank and LEADER Mutual Funds, on behalf of each
of its LEADER Growth & Income Fund, LEADER Balanced Fund, LEADER Tax-Exempt Bond
Fund, LEADER Intermediate Government Bond Fund, LEADER Short Term Bond Fund,
LEADER Tax-Exempt Money Market Fund, LEADER Money Market Fund and LEADER
Treasury Money Market Fund (each a "Fund," and collectively the "Funds"), are
parties to separate Investment Advisory Agreements (each an "Advisory Contract,"
and collectively the "Advisory Contracts") relating to the management of the
Funds;
WHEREAS, Union Planters Bank wishes to assign, and Union Planters
Advisors wishes to assume, all of Union Planters Bank's rights, duties and
obligations under each of the Advisory Contracts;
NOW, THEREFORE, based on the foregoing, the parties agree as follows:
1. ASSUMPTION. Union Planters Advisors, intending to be
legally bound, hereby agrees to assume and perform all
rights, duties and obligations of Union Planters Bank
under each of the Advisory Contracts.
2. CONSENT. LEADER Mutual Funds, on behalf of each Fund,
hereby consents to the assumption by Union Planters
Advisors of all rights, duties and obligations of Union
Planters Bank under each of the Advisory Contracts.
3. UNDERSTANDING OF PARTIES. It is the intention and
understanding of the parties to this Agreement that the
transactions contemplated hereby shall not constitute an
"assignment" of any Advisory Contract within the meaning
of the Investment Company Act of 1940, as amended.
4. EFFECTIVE DATE. This agreement, and the transactions
contemplated hereby, shall take effect immediately upon
the latter to occur of (i) effectiveness of Union
Planters Advisors' registration with the Securities and
Exchange Commission as an "investment adviser" under the
Investment Advisers Act of 1940, as amended, and (ii)
the date of this Agreement.
IN WITNESS WHEREOF, Union Planters Advisors, Union Planters Bank and
LEADER Mutual Funds hereby execute this Agreement as of the day and year first
above written.
UNION PLANTERS INVESTMENT
ADVISORS, INC.
By:
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Name:
Title:
UNION PLANTERS BANK, N.A.
By:
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Name:
Title:
LEADER MUTUAL FUNDS
By:
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Name:
Title:
