ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement"), effective as of
September 30, 2001, is made by and between Friends Ivory & Sime,
Inc.("Assignor") and Friends Ivory & Sime plc ("Assignee") with reference to the
following Recitals.
a. Assignor serves as the Adviser to the Friends Ivory Social Awareness
Fund and Friends Ivory European Social Awareness Fund (the "Funds") of
Friends Ivory Funds (the "Trust") pursuant to an Investment Advisory
Agreement with the Trust dated December 16, 1999;
b. 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
c. 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:
a. Assignor hereby grants, sells, conveys, transfers and delivers to
Assignee all of Assignor's right, title and interest in and to the
Advisory Agreement.
b. 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.
c. 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. This Agreement shall
be governed and interpreted in accordance with the law of the State of
Delaware 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.
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IN WITNESS WHEREOF, the undersigned have caused this instrument to be duly
executed as of Sept. 30, 2001.
FRIENDS IVORY & SIME, INC. FRIENDS IVORY & SIME PLC
By: /s/ Xxxxxx Xxxxxx By: /s/ Xxxxxxx Back
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Name: Xxxxxx Xxxxxx Name: Xxxxxxx Back
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Title: Chief Marketing Officer Title: Chief Operating Officer
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