EXHIBIT 5(1)
ASSUMPTION AGREEMENT
AGREEMENT made as of June 28, 1996 between XXXXXXX XXXXX TRUST
COMPANY, N.A., a nationally chartered banking institution ("BBTC"), and XXXXXXX
CAPITAL ADVISORS, INC. ("BCA"), a wholly-owned, indirect subsidiary of Xxxxxxx
Xxxxx, Inc.
WHEREAS, Emerald Funds is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act");
WHEREAS, BBTC has been previously appointed as investment adviser to
Emerald Funds pursuant to Investment Advisory Agreements between BBTC and
Emerald Funds dated (a) December 7, 1988 with respect to the Treasury Trust and
Prime Trust Funds, (b) December 7, 1988 with respect to the Treasury and Prime
Funds, (c) April 22, 1992 with respect to the Tax-Exempt Fund and (d) June 28,
1991 (as subsequently amended) with respect to Emerald Funds' several equity and
fixed income portfolios (the "Investment Advisory Agreements"); and
WHEREAS, BBTC has entered into two Sub-Investment Advisory Agreements
with Xxxxxx Square Management Corporation each dated April 22, 1992 (a) with
respect to the Treasury Trust and Prime Trust Funds and (b) with respect to the
Tax-Exempt Fund (the "Sub-Investment Advisory Agreements"); and
WHEREAS, BBTC and BCA desire to have BCA be the investment adviser
with respect to the each portfolio of Emerald Funds pursuant to the Investment
Advisory Agreements and Sub-Investment Advisory Agreements.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
agree as follows:
1. BCA hereby assumes all rights and obligations of BBTC under the
Investment Advisory Agreements and Sub-Investment Advisory Agreements.
2. BBTC hereby represents that (i) the management personnel of BBTC
responsible for providing investment advisory services to Emerald Funds under
the Investment Advisory Agreements and Sub-Investment Advisory Agreements,
including the portfolio managers and the supervisory personnel, are employees of
BCA where they will continue to provide such services for Emerald Funds, and
(ii) both BBTC and BCA remain wholly-owned subsidiaries of Xxxxxxx Xxxxx, Inc.
Consequently, BBTC believes
that the proposed assumption does not involve a change in actual control or
actual management with respect to the investment adviser or Emerald Funds.
3. Both parties hereby agree that this Assumption Agreement shall be
attached to and made a part of the Investment Advisory Agreements and Sub-
Investment Advisory Agreements.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
Attest: XXXXXXX XXXXX TRUST COMPANY, N.A.
/s/ Xxxxx Xxxxxxxxx By /s/ Xxxxxxx X. Xxxxx
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(Authorized Officer)
Attest: XXXXXXX CAPITAL ADVISORS, INC.
/s/ Xxxxx Xxxxxxxxx By /s/ Xxxxx X. Xxxxx
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(Authorized Officer)
