EXHIBIT 5(i)
ASSIGNMENT AND ASSUMPTION OF RIGHTS AND OBLIGATIONS UNDER
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of January l, 1997, between Flagship Financial, Inc., a
Delaware corporation (the "Assignor"), and Nuveen Advisory Corp., a Delaware
corporation (the Assignee").
RECITALS
WHEREAS, Flagship Resources Inc. has entered into an Agreement and Plan of
Merger dated as of July 16, 1996, pursuant to which Flagship Resources Inc. and
its subsidiaries, Flagship Financial, Inc. and Flagship Funds Inc., will be
acquired by The Xxxx Nuveen Company (the "Acquisition"); and
WHEREAS, Flagship Financial, Inc. acts as investment manager to the Golden
Rainbow Fund A Xxxxx Advised Mutual Fund ("Golden Rainbow Fund"), a series of
Flagship Admiral Funds, Inc., pursuant to a Management Agreement dated May 30,
1991 the ("Management Agreement"); and Xxxxx Investment Research, Inc. acts as
investment adviser to the Golden Rainbow Fund pursuant to an Investment Advisory
Agreement dated May 30, 1991 among Xxxxx Investment Research, Inc., Flagship
Financial, Inc. and the Golden Rainbow Fund (the "Advisory Agreement"); and
WHEREAS, on December 20, 1996, shareholders of the Golden Rainbow Fund approved
a new investment management agreement identical to the existing Management
Agreement, except that Nuveen Advisory Corp. will be substituted for Flagship
Financial, Inc.; and
WHEREAS, by approving the new investment management agreement that is identical
to the existing Management Agreement with Nuveen Advisory Corp. being
substituted for Flagship Financial, Inc. shareholders of the Golden Rainbow Fund
also reapproved the existing Advisory Agreement with Xxxxx Investment Research,
Inc., with Nuveen Advisory Corp. being substituted for Flagship Financial, Inc.
NOW, THEREFORE, IT IS AGREED THAT:
1. The Assignor hereby assigns to the Assignee, and Assignee hereby accepts,
all of Assignor's rights and interests under the Advisory Agreement.
2. The Assignee hereby assumes and covenants to perform all the duties and
obligations of the Assignor under the Advisory Agreement.
IN WITNESS WHEREOF the parties have signed this instrument.
FLAGSHIP FINANCIAL, INC.
/s/Xxxxxxx X. Xxxxx
-------------------------
By: Xxxxxxx X. Xxxxx
Its: President
NUVEEN ADVISORY CORP.
/s/Xxxxx X. Xxxxxxxxxx
-------------------------
By: Xxxxx X. Xxxxxxxxxx
Its: Vice President
The undersigned hereby consent to and acknowledge the assignment and assumption
of rights and obligations contemplated by this agreement.
THE GOLDEN RAINBOW A XXXXX ADVISED
MUTUAL FUND, a series of Flagship Admiral Funds Inc.
/s/Xxxxxxx X. Xxxxx Dated as of: December 20, 1996
-------------------------------
By: Xxxxxxx X. Xxxxx
Its: President
XXXXX INVESTMENT RESEARCH, INC.
/s/Xxxxxxx X. Xxxxx, Xx., Ph.D. Dated as of: 24 December 1996
-------------------------------
By: Xxxxxxx X. Xxxxx, Xx., Ph.D.
Its: President
