Exhibit (h)(8)
ASSUMPTION AGREEMENT
THIS ASSUMPTION AGREEMENT (together with each amendment, if any, thereto,
this "AGREEMENT") is made as of this fifth day of August, 1998 (the "EFFECTIVE
DATE") by and among National City Bank ("BANK"), a national banking association;
National City Investment Management Company ("IMC"), a Michigan corporation
registered as an investment advisor under the Investment Advisers Act of 1940
(the "ADVISERS ACT"); Armada Funds (the "TRUST"), a Massachusetts business trust
registered as an investment company under the Investment Company Act of 1940;
National Asset Management Corporation ("NAM"), a Kentucky corporation registered
as an investment advisor under the Advisers Act; and SEI Fund Resources (the
"ADMINISTRATOR"), a Delaware business trust.
INTRODUCTION:
WHEREAS, I. Bank and the Trust are parties to the following advisory
agreements (each a "PRIMARY ADVISORY AGREEMENT" and all three such agreements
collectively, the "PRIMARY ADVISORY AGREEMENTS"), specifically
(A) an Advisory Agreement dated November 19, 1997,
pursuant to which, among other things, the Trust appointed Bank to act as
investment advisor to certain securities portfolios of the Trust, namely,
the Armada Money Market Fund, the Armada Treasury Money Market Fund, the
Armada Government Money Market Fund, the Armada Tax Exempt Money Market
Fund, the Armada Pennsylvania Tax Exempt Money Market Fund, the Armada
National Tax Exempt Fund, the Armada Intermediate Bond Fund, the Armada
GNMA Fund, the Armada Bond Fund, the Armada Equity Growth Fund, the Armada
Equity Income Fund, the Armada Ohio Tax Exempt Fund, and the Armada
Pennsylvania Municipal Fund,
(B) an Advisory Agreement dated March 6, 1998 pursuant
to which, among other things, the Trust appointed Bank to act as
investment advisor to certain securities portfolios of the Trust, namely,
the Armada Core Equity Fund, the Armada Enhanced Income Fund, and the
Armada Total Return Advantage Fund, and
(C) an Advisory Agreement dated April 9, 1998 pursuant
to which, among other things, the Trust appointed Bank to act as
investment advisor to certain securities portfolios of the Trust, namely,
the Armada International Equity Fund, the Armada Small Cap Value Fund, the
Armada Small Cap Growth Fund, the Armada Equity Index Fund, the Armada
Real Return Advantage Fund, the Armada Tax Managed Equity Fund, the Armada
Balanced Allocation Fund, and the Armada Ohio Municipal Money Market Fund;
II. Bank and NAM are parties to a Sub-Advisory
Agreement (the "SUB-ADVISORY AGREEMENT") dated March 6, 1998 pursuant to which,
among other things, Bank
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appointed NAM to act as investment sub-advisor to certain securities portfolios
of the Trust, namely, the Armada Core Equity Fund and the Armada Total Return
Advantage Fund;
III. Bank and the Administrator are parties to a
Sub-Administration Agreement (the "SUB-ADMINISTRATION AGREEMENT" and, together
with the Primary Advisory Agreements and the Sub-Advisory Agreement, the
"ASSIGNED AGREEMENTS") dated May 1, 1998 pursuant to which, among other things,
the Administrator retained Bank to assist the Administrator in providing
administrative services with respect to each securities portfolio of the Trust;
and
IV. each signatory to this Agreement desires to effect a
substitution of IMC in lieu of Bank under each of the Assigned Agreements to
which that signatory is a party, subject however, to the terms and conditions of
this Agreement;
THEREFORE, in consideration of the premises, in consideration of the
mutual agreements set forth in this Agreement and for other good and valuable
considerations, the adequacy and receipt of which are hereby acknowledged, Bank,
IMC, the Trust, NAM, and the Administrator hereby agree as follows:
1. NOVATION: PRIMARY ADVISORY AGREEMENTS. Bank hereby delegates to IMC, and IMC
hereby assumes from Bank, all duties, liabilities, and obligations of Bank
arising under, out of, or in connection with each of the Primary Advisory
Agreements, other than any such duties or obligations performed or to have been
performed prior to the Effective Date or any such liabilities arising out of or
in connection with any duties or obligations performed or to have been performed
prior to the Effective Date. Effective immediately after the assumption pursuant
to the next preceding sentence, the Trust hereby releases Bank from, and hereby
agrees to accept performance from IMC of, all duties, liabilities, and
obligations of Bank arising under, out of, or in connection with each of the
Primary Advisory Agreements, other than any such duties or obligations performed
or to have been performed prior to the Effective Date or any such liabilities
arising out of or in connection with any duties or obligations performed or to
have been performed prior to the Effective Date. Bank hereby assigns to IMC,
without recourse to Bank and without any representation or warranty, express or
implied, in fact or by law, except any representation or warranty expressly made
by Bank to IMC in this Agreement, all of Bank's rights (including, without
limitation, any rights to payment of money) under, out of, or in connection
with, each of the Primary Advisory Agreements, other than any such rights
(including, without limitation, any rights to payment of money) arising out of
or in connection with any duties or obligations performed or to have been
performed prior to the Effective Date or any such liabilities arising out of or
in connection with any duties or obligations performed or to have been performed
prior to the Effective Date.
2. NOVATION: SUB-ADVISORY AGREEMENT. Bank hereby delegates to IMC, and IMC
hereby assumes from Bank, all duties, liabilities, and obligations of Bank
arising under, out of, or in connection with the Sub-Advisory Agreement, other
than any such duties or obligations performed or to have been performed prior to
the Effective Date or any liabilities arising out of
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or in connection with any duties or obligations performed or to have been
performed prior to the Effective Date. Effective immediately after the
assumption pursuant to the next preceding sentence, NAM hereby releases Bank
from, and hereby agrees to accept performance from IMC of, all duties,
liabilities, and obligations of Bank arising under, out of, or in connection
with the Sub-Advisory Agreement, other than any such duties or obligations
performed or to have been performed prior to the Effective Date or any
liabilities arising out of or in connection with any duties or obligations
performed or to have been performed prior to the Effective Date. Bank hereby
assigns to IMC, without recourse to Bank and without any representation or
warranty, express or implied, in fact or by law, except any representation or
warranty expressly made by Bank to IMC in this Agreement, all of Bank's rights
(including, without limitation, any rights to payment of money) under, out of,
or in connection with, the Sub-Advisory Agreement, other than any such rights
(including, without limitation, any rights to payment of money) arising out of
or in connection with any duties or obligations performed or to have been
performed prior to the Effective Date or any such liabilities arising out of or
in connection with any duties or obligations performed or to have been performed
prior to the Effective Date.
3. NOVATION: SUB-ADMINISTRATION AGREEMENT. Bank hereby delegates to IMC, and IMC
hereby assumes from Bank, all duties, liabilities, and obligations of Bank
arising under, out of, or in connection with the Sub-Administration Agreement,
other than any such duties or obligations performed or to have been performed
prior to the Effective Date or any liabilities arising out of or in connection
with any duties or obligations performed or to have been performed prior to the
Effective Date. Effective immediately after the assumption pursuant to the next
preceding sentence, the Administrator hereby releases Bank from, and hereby
agrees to accept performance from IMC of, all duties, liabilities, and
obligations of Bank arising under, out of, or in connection with the
Sub-Administration Agreement, other than any such duties or obligations
performed or to have been performed prior to the Effective Date or any
liabilities arising out of or in connection with any duties or obligations
performed or to have been performed prior to the Effective Date. Bank hereby
assigns to IMC, without recourse to Bank and without any representation or
warranty, express or implied, in fact or by law, except any representation or
warranty expressly made by Bank to IMC in this Agreement, all of Bank's rights
(including, without limitation, any rights to payment of money) under, out of,
or in connection with, the Sub-Administration Agreement, other than any such
rights (including, without limitation, any rights to payment of money) arising
out of or in connection with any duties or obligations performed or to have been
performed prior to the Effective Date or any such liabilities arising out of or
in connection with any duties or obligations performed or to have been performed
prior to the Effective Date.
4. REPRESENTATIONS AND WARRANTIES. Bank hereby represents and warrants to IMC
that Bank is the legal and beneficial owner of the rights being assigned by Bank
pursuant to this Agreement and that such rights are free and clear of any
adverse claim. Each party that is, pursuant to section 7, an intended
beneficiary of any provision of this Agreement represents and warrants to each
other intended beneficiary of that provision that such provision is enforceable
in accordance its terms against the party so representing and warranting,
subject, however, to any applicable insolvency, receivership, or bankruptcy laws
and general principles of equity.
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5. PAYMENT OVER. If Bank or IMC shall receive any fee or other payment under the
Assigned Agreements or any thereof to which fee or other payment the other is,
by the terms of this Agreement, entitled in whole or in part, then, and in each
such case, the party receiving such fee or other payment shall, promptly
following the receipt thereof, pay over to such other such fee or other payment
or such part thereof to which such other is entitled.
6. WAIVERS, CONSENTS, AND AMENDMENTS. Each party to this Agreement may from time
to time in its discretion grant waivers and consents in respect of this
Agreement or assent to amendments thereof, but no such waiver, consent, or
amendment shall be binding upon that party unless set forth in a writing (which
writing shall be narrowly construed) signed by that party. If the consummation
of any transaction contemplated by this Agreement requires the agreement,
approval, or consent of any party to this Agreement, then, and in each such
case, that party's execution and delivery of this Agreement shall constitute
conclusive evidence that such party has agreed to, approved of, and consented to
the consummation of such transaction.
7. BINDING EFFECT. The provisions of this Agreement shall bind and benefit the
parities to this Agreement and their respective successors and assigns. No duty
arising by reason of this Agreement may be delegated without the prior written
consent of each party to whom that duty is owed, no right arising by reason of
this Agreement may be assigned without the prior written consent of each party
against whom that right may be enforced, and each actual or attempted delegation
or assignment in contravention of this section 7 shall be null and void AB
INITIO. Except for the parties to this Agreement and their respective successors
and permitted assigns, there are no intended beneficiaries of any of the
provisions of this Agreement. Other than Bank, IMC, the Trust, and their
respective successors and permitted assigns, there are no intended beneficiaries
of section 1 of this Agreement. Other than Bank, IMC, NAM, and their respective
successors and permitted assigns, there are no intended beneficiaries of section
2 of this Agreement. Other than Bank, IMC, Administrator, the Trust, and their
respective successors and permitted assigns, there are no intended beneficiaries
of section 3 of this Agreement. Other than Bank, IMC, and their respective
successors and permitted assigns, there are no intended beneficiaries of section
5 of this Agreement or of the first sentence of section 4 of this Agreement.
8. SURVIVAL. Each representation or warranty made in or pursuant to this
Agreement shall survive the execution and delivery of this Agreement.
9. CAPTIONS. The several captions to different sections of this Agreement are
inserted for convenience only and shall be ignored in interpreting the
provisions thereof.
10. SEVERABILITY. If any provision in this Agreement shall be or become illegal
or unenforceable in any case, then that provision shall be deemed modified in
that case so as to be legal and enforceable to the maximum extent permitted by
law while most nearly preserving its original intent, and in any case the
illegality or unenforceability of that provision shall affect neither that
provision in any other case nor any other provision.
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11. GOVERNING LAW. This Agreement shall be governed by the law (excluding
conflict of laws rules) of the State of Ohio.
12. NOTICES AND OTHER COMMUNICATIONS. Each notice, demand, or other
communication to a party pursuant to this Agreement shall be in writing and
shall be deemed received by that party upon the earliest to occur of
(a) the date of that party's actual receipt thereof, regardless of the
method of delivery,
(b) the date upon which a copy of that notice, demand, or other
communication, as the case may be, shall have been transmitted to the
telecopier number set forth opposite that party's signature below (or any
other telecopier number of which that party shall have given notice to the
other parties to this Agreement after the execution and delivery of this
Agreement), whether or not actually received by that party, or
(c) the fifth (5th) day following the date upon which that notice, demand,
or other communication, as the case may be, shall have been mailed by
certified or registered mail to that party at the address of that party
set forth opposite that party's signature below (or any other address of
which that party shall have given notice to the other parties to this
Agreement after the execution and delivery of this Agreement), whether or
not actually received by that party.
13. INTEGRATION. This Agreement and, to the extent consistent with this
Agreement, the Assigned Agreements, set forth the entire agreement of the
parties to this Agreement as to the subject matter of this Agreement, and the
provisions of this Agreement may not be contradicted by evidence of any
agreement or statement unless made in a writing (which writing shall be narrowly
construed) signed by the party alleged to have made such agreement or statement
contemporaneously with or after the execution and delivery of this Agreement.
14. EXECUTION AND DELIVERY. This Agreement may be executed and delivered in one
or more counterparts, each of which shall be deemed an original, but all of
which shall, taken together, constitute but one agreement. Any party named in
this Agreement may deliver an executed signature page to this Agreement by
telecopier transmission to any other party, and the party so delivering that
signature page shall be deemed to have executed and delivered that signature
page with the intent to be bound by this Agreement.
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Address: National City Bank
0000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000 By: ________________________________
Attention: Xxxxxxxx X. Xxxx
Locator No. 2220 Name: ______________________________
Telecopier No. (000) 000-0000
Title: _____________________________
Address: National City Investment Management Company
0000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000 By: ________________________________
Attention: Xxxxxx X. Xxxxxxx
Locator No. 2220 Name: ______________________________
Telecopier No. (000) 000-0000
Title: _____________________________
Address: Armada Funds
0000 Xxxx Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxx 00000 By: ________________________________
Attention: Xxxxxxx X. Xxxxxxx, Xx.
Telecopier No. (000) 000-0000 Name: ______________________________
Title: _____________________________
Address: National Asset Management Corporation
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000 By: ________________________________
Attention: Xxxxxxx X. Xxxxxxx
Telecopier No. (000) 000-0000 Name: ______________________________
Title: _____________________________
Address: SEI Fund Resources
Xxx Xxxxxxx Xxxxx
Xxxx, Xxxxxxxxxxxx 00000 By: ________________________________
Attention: Xxxxx Xxxxxxxx
Telecopier No. (000) 000-0000 Name: ______________________________
Title: _____________________________
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