ASSUMPTION AGREEMENT
This assumption agreement (the "Agreement") is made as of this 12th day of
May, 2001 by and among Boston Trust Investment Management, Inc., a Massachusetts
corporation ("Boston Trust"), United States Trust Company of Boston, ("USTB"),
Professionally Managed Portfolios (the "Trust"), a Massachusetts business trust
and Pro-Conscience Funds Inc., a California corporation. ("Pro-Conscience").
WHEREAS, the Trust, USTB and Pro-Conscience, are parties to a Sub-Advisory
Agreement dated as of May 22, 1005, as amended (the "Sub-Advisory Agreement");
and
WHEREAS, Boston Trust wishes to assume the duties and obligations of USTB
under the Sub-Advisory Agreement:
NOW, THEREFORE, based on the foregoing, the parties agree as follows:
1. Assumption. Boston Trust, intending to be legally bound, hereby agrees
to assume and perform all duties and obligations of USTB under the
Sub-Advisory Agreement.
2. Guaranty and Indemnity. USTB hereby irrevocably and unconditionally
guarantees to Pro-Conscience the full performance of all the obligations of
Boston Trust under the provisions of the Sub-Advisory Agreement hereby
assumed by Boston Trust.
USTB agrees to indemnify, defend and hold harmless the Pro-Conscience 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
Boston Trust of any obligation of the Sub-Advisory Agreement hereby assumed
by Boston Trust.
USTB hereby waives any requirement that Pro-Conscience exhaust any right or
remedy or proceed or take any action against Boston Trust or any other
person or entity before exercising any right or remedy against USTB under
this Agreement.
The obligations of USTB hereunder are absolute and unconditional. USTB'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 Boston Trust shall have been satisfied in full.
IN WITNESS WHEREOF, USTB, Boston Trust, the Trust and Pro-Conscience hereby
execute this Agreement as of the day and year first above written.
BOSTON TRUST INVESTMENT MANAGEMENT, INC.
By:
/s/ Xxxxxxx Xxxxxxxxx
---------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: President
UNITED STATES TRUST COMPANY OF BOSTON
By:
/s/ Xxxxx X. Xxxxxxx
---------------------------
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
PROFESSIONALLY MANAGED PORTFOLIOS
By:
/s/ Xxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxx
Title: Treasurer
PRO-CONSCIENCE FUNDS, INC.
By:
/s/ Xxxxx X.X. Xxx
---------------------------
Name: Xxxxx C.Y. Pei
Title: President
