ASSIGNMENT AGREEMENT
This Agreement, dated as of May 28, 2008, is between Schroder Fund Advisors Inc. (the
“Assignor”), Xxxxxxxx Investment Management North America Inc. (the “Assignee”), Schroder Capital
Funds (Delaware) (the “Trust”) and SEI Investments Global Funds Services (“SEI”).
WHEREAS, the Trust is an open-end management investment company registered under the
Investment Company Act of 1940, as amended (the “1940 Act”), consisting of several series
portfolios (each a “portfolio”, and collectively the “Portfolios”);
WHEREAS, the Trust, the Assignor and SEI are parties to the Sub-Administration and Accounting
Agreement dated as of October 8, 2001 (the “Original Agreement”), under which SEI acts as
sub-administrator relative to the Assignor with respect to its responsibilities to the Trust;
WHEREAS, the Assignee, as the investment adviser for the Trust, has certain oversight
responsibilities to the Trust with respect to the administration to the Trust that were previously
held by the Assignor;
WHEREAS, the parties wish to agree that all references in the Original Agreement to the
Assignor shall be replaced with references to the Assignee, and that SEI thereunder shall therefore
be the sub-administrator relative to the Assignee, and as a party to this Agreement, the Assignee
consents to the Original Agreement and to the duties of SEI pursuant to the terms and conditions
thereof; and
WHEREAS, the Trust and the Assignee desire that the SEI provide, and SEI is willing to
provide, certain administrative and accounting services to the Portfolios of the Trust as provided
in the Original Agreement, on the terms and conditions therein set forth;
NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the
Assignor, the Assignee, the Trust and SEI hereby agree as follows:
1. Effective Date. The effective date of this Agreement is February 28, 2006.
2. Definitions. Terms defined in the Original Agreement and not otherwise defined
herein are used herein with the meanings so defined.
3. Assignment and Assumption. Pursuant to the terms of the Original Agreement, the
Assignor has the right to assign, with the consent of the other parties to such Original Agreement,
all of the Assignor’s right, title and interest in the Original Agreement. For valuable
consideration, the receipt of which is hereby acknowledged, the Assignor hereby assigns to the
Assignee, and the Assignee hereby assumes from the Assignor, all the Assignor’s rights and
obligations under the Original Agreement. Each of the Trust and SEI hereby consents to such
assignment and assumption. For clarity, under no circumstances shall Assignee have any obligation
or liability in respect of any period prior to the effective time of this Agreement, nor shall
Assignor have any obligation or liability in respect of any period after the effective time of this
Agreement.
4. Miscellaneous. The parties hereto agree to execute and deliver such other
instruments and documents and to take such other actions as any party hereto may reasonably request
in connection with the transactions contemplated by this Agreement. This Agreement
may be executed in any number of counterparts, which together shall constitute one instrument, and shall bind and
inure to the benefit of the parties hereto and their respective successors and assigns. This
Agreement shall be governed by and construed in accordance with the laws (other than the conflict
of laws rules) of the State of Delaware.
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IN WITNESS WHEREOF, the parties hereto
have executed and delivered this Agreement as of the day and year first above written.
| XXXXXXXX CAPITAL FUNDS (DELAWARE) | ||||
By:
|
/s/ Xxxx X. Xxxxxxxx | |||
Name:
|
||||
Title:
|
Authorized Signatory | |||
| SEI INVESTMENTS GLOBAL FUNDS SERVICES | ||||
By:
|
/s/ Xxxxxxx X. Xxxxx | |||
Name:
|
Xxxxxxx X. Xxxxx | |||
Title:
|
President & CEO | |||
| XXXXXXXX INVESTMENT MANAGEMENT NORTH AMERICA INC. | ||||
By:
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/s/ Xxxx X. Xxxxxxxx | |||
Name:
|
Xxxx X. Xxxxxxxx | |||
Title:
|
Authorized Signatory | |||
| SCHRODER FUND ADVISORS INC. | ||||
By:
|
/s/ Xxxxxxxxx X. Xxxxx | |||
Name:
|
Xxxxxxxxx X. Xxxxx | |||
Title:
|
President | |||
