ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement"), effective as of
December 31, 2003, is made by and between AIG Capital Management Corp.
("Assignor") and AIG Global Investment Corp. ("Assignee") with reference to the
following Recitals.
WHEREAS, Assignor serves as the Adviser to the AIG Money Market Fund
(the "Fund") of The Advisors' Inner Circle Fund (the "Trust") pursuant to an
Investment Advisory Agreement between the Trust and Assignor dated November 21,
1994 (the "Advisory Agreement");
WHEREAS, Assignor has agreed to assign all of its rights and delegate
all of its obligations (the "Assignment") under the Advisory Agreement to
Assignee, as of the date first set forth above; and
WHEREAS, Assignee has agreed, that at the time of the Assignment, to
assume all rights and obligations of Assignor under the Advisory Agreement.
NOW THEREFORE, in consideration of the terms and conditions of the
Agreement and other good and valuable consideration, the receipt of which is
hereby acknowledged, and intending to be legally bound, the parties hereto agree
as follows:
1. Assignor hereby grants, sells, conveys, transfers and delivers to Assignee
all of Assignor's right, title and interest in and to the Advisory Agreement.
2. Assignee hereby assumes and agrees to perform or to pay or discharge the
obligations and liabilities of Assignor described in the Advisory Agreement and
agrees to be liable to the Trust for any default or breach of the Advisory
Agreement to the extent the default or breach occurs on or after the date of
execution of this Agreement.
3. This Agreement shall inure to the benefit of and shall be binding upon the
successors and assigns of the respective parties. It is specifically intended
that the Trust shall remain a beneficiary of this Agreement, and it is hereby
acknowledged that the Trust retains all of its rights under the Advisory
Agreement.
4. This Agreement shall be governed and interpreted in accordance with the law
of the Commonwealth of Massachusetts without reference to the conflicts of law
principles of such state.
This Agreement may be executed in counterparts, each of which shall be
deemed an original, but which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the undersigned have caused this instrument to be
duly executed as of ____________, 2003.
AIG CAPITAL MANAGEMENT CORP. ("ASSIGNOR")
By: /s/ Xxxxx Xxxxxxxx
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Title: President
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AIG GLOBAL INVESTMENT CORP. ("ASSIGNEE")
By: /s/ Win X. Xxxxxx
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Title: Chief Executive Officer
