1
Exhibit (d)(12)
ASSUMPTION
AGREEMENT made as of March 1, 1998 among PACIFIC HORIZON
FUNDS, INC., a Maryland corporation (the "Company"), BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION, a banking institution chartered under the laws of
the United States ("Bank of America"), and XXXXXXXXX, XXXXXXXX & COMPANY
INVESTMENT MANAGEMENT, L.P., a California limited partnership registered as an
investment adviser pursuant to the Investment Advisers Act of 1940 ("Xxxxxxxxx
Xxxxxxxx"). Bank of America and Xxxxxxxxx Xxxxxxxx are each indirect,
wholly-owned subsidiaries of BankAmerica Corporation, a registered bank holding
company.
WHEREAS, the Company is registered as an open-end management
investment company under the Investment Company Act of 1940 (the "1940 Act");
WHEREAS, Bank of America has been previously appointed as
investment adviser to the Company's (1) Prime, Treasury, Government, Treasury
Only, Tax-Exempt Money and California Tax-Exempt Money Market Funds pursuant to
an Investment Advisory Agreement dated April 22, 1992 as amended March 1, 1993;
(2) Aggressive Growth, U.S. Government Securities, and California Tax-Exempt
Bond Fund pursuant to an Investment Advisory Agreement dated April 22, 1992; (3)
Capital Income Fund pursuant to an Investment Advisory Agreement dated November
1, 1994; (4) National Municipal Bond Fund pursuant to an Investment Advisory
Agreement dated July 1, 1996; (4) Short-Term Government Fund pursuant to an
Investment Advisory Agreement dated July 30, 1996; (5) Corporate Bond Fund
pursuant to an Investment Advisory Agreement dated September 1, 1996; (6)
International Equity Fund pursuant to an Investment Advisory Agreement dated
January 1, 1997; and (7) Asset Allocation Fund (collectively, with the other
Funds named in this paragraph and the Blue Chip and Intermediate Bond Funds, the
"Funds") pursuant to an Investment Advisory Agreement dated June 23, 1997
(collectively, the "Investment Advisory Agreements");
WHEREAS, Bank of America has been previously appointed as the
Company's administrator pursuant to an Administration Agreement dated September
15, 1997 (the "Administration Agreement");
WHEREAS, Bank of America and Xxxxxxxxx Xxxxxxxx desire to have
Xxxxxxxxx Xxxxxxxx assume the rights, responsibilities, liabilities and
obligations of Bank of America under the Investment Advisory Agreements and
Administration Agreement;
NOW THEREFORE, the parties hereto, intending to be legally
bound, agree as follows:
1. Xxxxxxxxx Xxxxxxxx hereby assumes all rights,
responsibilities, liabilities and obligations of Bank of America under the
Investment Advisory Agreements and Administration Agreement.
2
2. Bank of America and Xxxxxxxxx Xxxxxxxx hereby represent to
the Company that (i) the management personnel of Bank of America responsible for
providing investment advisory and administrative services to the Funds under the
Investment Advisory Agreements and Administration Agreement, including the
portfolio managers and the supervisory personnel, are employees of Xxxxxxxxx
Xxxxxxxx where they continue to provide such services for the Funds, (ii) Bank
of America and Xxxxxxxxx Xxxxxxxx are indirect, wholly owned subsidiaries of
BankAmerica Corporation, and (iii) the proposed assumption does not involve a
change in actual control or actual management with respect to the investment
adviser, administrator or the Funds and does not result in an "assignment"
pursuant to Rule 2a-6 under the 1940 Act.
3. Each party hereby agrees that this Assumption shall be
attached to and made a part of the Investment Advisory Agreements and
Administration Agreement.
-2-
3
IN WITNESS WHEREOF, intending to be legally bound hereby, the
parties hereto have caused this instrument to be executed by their officers
designated below as of the day and year first above written.
PACIFIC HORIZON FUNDS, INC.
By:/s/Xxxxxxxxx X. Pings
---------------------------------
(Authorized Officer)
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By:/s/Signature Illegible
---------------------------------
(Authorized Officer)
XXXXXXXXX, XXXXXXXX & COMPANY
INVESTMENT MANAGEMENT, L.P.
By:/s/Xxxx Xxxxx
---------------------------------
(Authorized Officer)
-3-