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Exhibit (d)(7)
ASSUMPTION AGREEMENT
This assumption agreement (the "Agreement") is made as of this 3rd day
of April, 2001 by and between Glenwood Capital Management Company, a North
Carolina corporation ("Glenwood"), Centura Bank, a North Carolina state bank,
("Centura Bank") and Centura Funds, Inc., a Maryland corporation registered as
an investment company under the Investment Company Act of 1940, as amended
("Centura Funds").
WHEREAS, Centura Bank and Centura Funds, are parties to a Master
Investment Advisory Contract dated as of April 26, 1994, as amended (the
"Advisory Contract"); and
WHEREAS, Glenwood wishes to assume Centura Bank's duties and
obligations under the Advisory Contract.
NOW, THEREFORE, based on the foregoing, the parties agree as follows:
1. ASSUMPTION. Glenwood, intending to be legally bound,
hereby agrees to assume and perform all duties and
obligations of Centura Bank under the Advisory
Contract.
2. GUARANTY AND INDEMNITY. Centura Bank hereby
irrevocably and unconditionally guarantees to Centura
Funds the full performance of all of the obligations
of Glenwood under the provisions of the Advisory
Contract hereby assumed by Glenwood.
Centura Bank agrees to indemnify, defend and hold
harmless the Centura Funds from and against any and
all loss, cost, damage or expense (including
reasonable fees of counsel) whatsoever resulting from
or arising out of any breach by Glenwood of any
obligation of the Advisory Contract hereby assumed by
Glenwood.
Centura Bank hereby waives any requirement that
Centura Funds exhaust any right or remedy or proceed
or take any action against Glenwood or any other
person or entity before exercising any right or
remedy against Centura Bank under this Agreement.
The obligations of Centura Bank hereunder are
absolute and unconditional. Centura Bank's guaranty
and indemnity shall be a continuing guaranty and
indemnity and shall continue in full force and effect
until all of the obligations hereby assumed by
Glenwood shall have been satisfied in full.
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IN WITNESS WHEREOF, Glenwood , Centura Bank and Centura Funds hereby
execute this Agreement as of the day and year first above written.
GLENWOOD CAPITAL MANAGEMENT COMPANY
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: President
CENTURA BANK
By: /s/ Xxxx X. Xxxxxxx, Xx.
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Name: Xxxx X. Xxxxxxx, Xx.
Title: Assistant General Counsel
CENTURA FUNDS, INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: President
