THE ADVISORS' INNER CIRCLE FUND
FORM OF INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this ___ day of ________, 2002, by and between The
Advisors' Inner Circle Fund, a Massachusetts business trust (the "Trust"), and
▇▇▇▇▇▇▇▇ Capital Management, Inc., a ____ corporation (the "Adviser").
WHEREAS, the Trust is an open-end, diversified management investment
company registered under the Investment Company Act of 1940, as amended, (the
"1940 Act") consisting of several series of shares, each having its own
investment policies; and
WHEREAS, the Trust desires to retain the Adviser to render investment
management services with respect to such portfolios listed in Schedule A as the
Trust and the Adviser may agree upon (the "Portfolios"), and the Adviser is
willing to render such services:
NOW, THEREFORE, in consideration of mutual covenants herein contained,
the parties hereto agree as follows:
1. Duties of the Adviser. The Trust employs the Adviser to (a) manage
the investment and reinvestment of the assets, (b) to continuously
review, supervise, and administer the investment program of the
Portfolios, (c) to determine, in its discretion and without prior
consultation, the securities or investment instruments to be purchased,
sold, lent or otherwise traded, (d) to provide the Trust, and any other
agent designated by the Trust, with records concerning the Adviser's
activities which the Trust is required to maintain and (e) to provide
other reports reasonably requested by the Trust's administrator or the
Trust's Officers and Board of Trustees concerning the Adviser's
discharge of the foregoing responsibilities.
The Adviser shall discharge the foregoing responsibilities subject to
the control of the Board of Trustees of the Trust and in compliance
with (x) such policies as the Trustees may from time to time establish
and communicate in writing to the Adviser, (y) the objectives,
policies, and limitations for each Portfolio set forth in its
respective prospectus and statement of additional information, which
may be amended from time to time, and (z) applicable laws and
regulations.
The Adviser accepts such employment and agrees, at its own expense, to
render the services and to provide the office space, furnishings and
equipment and the personnel required by it to perform the services on
the terms and for the compensation provided herein.
2. Portfolio Transactions. The Adviser shall place all orders for
the purchase and sale of portfolio securities for the Portfolios with
brokers or dealers selected by the Adviser, which may include brokers
or dealers affiliated with the Adviser. The Adviser shall use its best
efforts to seek to execute portfolio transactions at prices which are
advantageous to the Portfolios and at commission rates which are
reasonable in relation to the benefits received. In selecting brokers
or dealers qualified to execute a particular transaction, brokers or
dealers may be selected who also provide brokerage and research
services (as those terms are defined in Section 28(e) of the Securities
Exchange Act of 1934) to the Portfolios and/or the other accounts over
which the Adviser or its affiliates exercise investment discretion. The
Adviser is authorized to pay a broker or dealer who provides such
brokerage and research services a commission for executing a portfolio
transaction which is in excess of the amount of commission another
broker or dealer would have charged for effecting that transaction if
the Adviser determines in good faith that such amount of commission is
reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer. This determination may be
viewed in terms of either that particular transaction or the overall
responsibilities which the Adviser and its affiliates have with respect
to the Portfolios and/or other accounts over which they exercise
investment discretion. The Adviser will promptly communicate to the
Trust, and any agent designated by the Trust such information relating
to portfolio transactions as they may reasonably request.
It is understood that the Adviser will not be deemed to have acted
unlawfully, or to have breached a fiduciary duty to the Trust or be in
breach of any obligation owing to the Trust under this Agreement, or
otherwise, by reason of its having directed a securities transaction on
behalf of the Trust to a broker-dealer in compliance with the
provisions of Section 28(e) of the Securities Exchange Act of 1934 or
as described from time to time by the Portfolios' Prospectuses and
Statement of Additional Information.
3. Compensation of the Adviser. For the services to be rendered by the
Adviser as provided in Sections 1 and 2 of this Agreement, the Trust
shall pay to the Adviser compensation at the rate specified in Schedule
A, which is attached hereto and made a part of this Agreement. Such
compensation shall be paid to the Adviser at the end of each month, and
calculated by applying a daily rate, based on the annual percentage
rates as specified in the attached Schedule A, to the assets. The fee
shall be based on the average daily net assets for the month involved.
All rights of compensation under this Agreement for services performed
as of the termination date shall survive the termination of this
Agreement.
4. Other Expenses. The Adviser shall pay all expenses, not otherwise paid
by third parties, of printing and mailing reports, prospectuses,
statements of additional information, and sales literature relating to
the solicitation of prospective clients. The Trust shall pay all
expenses relating to mailing to existing shareholders prospectus(es),
statement(s) of additional information, proxy solicitation material and
shareholder reports.
5. Excess Expenses. If the expenses for any Portfolio for any fiscal year
(including fees and other amounts payable to the Adviser, but excluding
interest, taxes, brokerage costs, litigation, and other extraordinary
costs) as calculated every business day would exceed the expense
limitations imposed on investment companies by any applicable statute
or regulatory authority of any jurisdiction in which shares of a
Portfolio are qualified for offer and sale, the Adviser shall bear such
excess cost.
However, the Adviser will not bear expenses of any Portfolio which
would result in the Portfolio's inability to qualify as a regulated
investment company under provisions of the Internal Revenue Code.
Payment of expenses by the Adviser pursuant to this Section 5 shall be
settled on a monthly basis (subject to fiscal year end reconciliation)
by a reduction in the fee payable to the Adviser for such month
pursuant to Section 3 and, if such reduction shall be insufficient to
offset such expenses, by reimbursing the Trust.
6. Reports. The Trust and the Adviser agree to furnish to each other, if
applicable, current prospectuses, proxy statements, reports to
shareholders, certified copies of their financial statements, and such
other information with regard to their affairs as each may reasonably
request.
7. Status of the Adviser. The services of the Adviser to the Trust are not
to be deemed exclusive, and the Adviser shall be free to render similar
services to others so long as its services to the Trust are not, during
the term of this Agreement, materially impaired thereby. The Adviser
shall be deemed to be an independent contractor and shall, unless
otherwise expressly provided or authorized, have no authority to act
for or represent the Trust in any way or otherwise be deemed an agent
of the Trust.
8. Certain Records. Any records required to be maintained and preserved
pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated
under the 1940 Act which are prepared or maintained by the Adviser on
behalf of the Trust are the property of the Trust and will be
surrendered promptly to the Trust on request.
9. Limitation of Liability of the Adviser. The duties of the Adviser
shall be confined to those expressly set forth herein, and no implied
duties are assumed by or may be asserted against the Adviser hereunder.
The Adviser shall not be liable for any error of judgment or mistake of
law or for any loss arising out of any investment or for any act or
omission in carrying out its duties hereunder, except a loss resulting
from willful misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of reckless disregard of its
obligations and duties hereunder, except as may otherwise be provided
under provisions of applicable state law or Federal securities law
which cannot be waived or modified hereby. (As used in this Paragraph
9, the term "Adviser" shall include directors, officers, employees and
other corporate agents of the Adviser as well as that corporation
itself).
10. Permissible Interests. Trustees, agents, and shareholders of the Trust
are or may be interested in the Adviser (or any successor thereof) as
directors, partners, officers, or shareholders, or otherwise;
directors, partners, officers, agents, and shareholders of the Adviser
are or may be interested in the Trust as Trustees, shareholders or
otherwise; and the Adviser (or any successor) is or may be interested
in the Trust as a shareholder or otherwise. In addition, brokerage
transactions for the Trust may be effected through affiliates of the
Adviser to the extent permitted by applicable law and any procedures
approved by the Board of Trustees of the Trust.
11. License of the Adviser's Name. The Adviser hereby agrees to grant a
limited-purpose, non-exclusive, world-wide license to the Trust for use
of its name in the names of the Portfolios for the term of this
Agreement and such license shall terminate upon termination of this
Agreement.
12. Duration, Amendment and Termination. This Agreement, unless sooner
terminated as provided herein, shall remain in effect until two years
from date of execution, and thereafter, for periods of one year so long
as such continuance thereafter is specifically approved at least
annually (a) by the vote of a majority of those Trustees of the Trust
who are not parties to this Agreement or interested persons of any such
party, cast in person at a meeting called for the purpose of voting on
such approval, and (b) by the Trustees of the Trust or by vote of a
majority of the outstanding voting securities of each Portfolio;
provided, however, that if the shareholders of any Portfolio fail to
approve the Agreement as provided herein, the Adviser may continue to
serve hereunder in the manner and to the extent permitted by the 1940
Act and rules and regulations thereunder. The foregoing requirement
that continuance of this Agreement be "specifically approved at least
annually" shall be construed in a manner consistent with the 1940 Act
and the rules and regulations thereunder.
This Agreement may be modified by mutual consent subject to the
provisions of Section 15 of the 1940 Act, as modified by or interpreted
by any applicable order or orders of the U.S. Securities and Exchange
Commission (the "Commission") or any rules or regulations adopted by,
or interpretative releases of, the Commission.
This Agreement may be terminated as to any Portfolio at any time,
without the payment of any penalty by vote of a majority of the Board
of Trustees of the Trust or by vote of a majority of the outstanding
voting securities of the Portfolio on not less than 30 days nor more
than 60 days written notice to the Adviser, or by the Adviser at any
time without the payment of any penalty, on 90 days written notice to
the Trust. This Agreement will automatically and immediately terminate
in the event of its assignment. Any notice under this Agreement shall
be given in writing, addressed and delivered, or mailed postpaid, to
the other party at any office of such party.
As used in this Section 12, the terms "assignment," "interested
persons," and a "vote of a majority of the outstanding voting
securities" shall have the respective meanings set forth in the 1940
Act and the rules and regulations thereunder; subject to such
exemptions as may be granted by the Commission under said Act.
13. Change in the Adviser's Ownership. The Adviser agrees that it
shall notify the Trust of any change in the ownership of the Adviser
within a reasonable time after such change.
14. Notice. Any notice required or permitted to be given by either party to
the other shall be deemed sufficient if sent by registered or certified
mail, postage prepaid, addressed by the party giving notice to the
other party at the last address furnished by the other party to the
party giving notice: if to the Trust, at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇,
▇▇ ▇▇▇▇▇ and if to the Adviser, at ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇.
15. Severability. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.
16. Governing Law. This Agreement shall be governed by the
internal laws of the Commonwealth of Massachusetts, without regard to
conflict of law principles; provided, however, that nothing herein
shall be construed as being inconsistent with the 1940 Act.
A copy of the Agreement and Declaration of Trust of the Trust is on
file with the Secretary of the Commonwealth of Massachusetts, and notice is
hereby given that this instrument is executed on behalf of the Trustees of the
Trust as Trustees, and is not binding upon any of the Trustees, officers, or
shareholders of the Trust individually but binding only upon the assets and
property of the Trust.
No portfolio of the Trust shall be liable for the obligations of any
other portfolio of the Trust. Without limiting the generality of the foregoing,
the Adviser shall look only to the assets of the Portfolios for payment of fees
for services rendered to the Portfolios.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed as of the day and year first written above.
THE ADVISORS' INNER CIRCLE FUND
By: ____________________
Attest: __________________
▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, INC.
By: ____________________
Attest: __________________
Schedule A
to the
Investment Advisory Agreement
between
The Advisors' Inner Circle Fund
and
▇▇▇▇▇▇▇▇ Capital Management, Inc.
Pursuant to Article 3, the Trust shall pay the Adviser compensation at an annual
rate as follows:
Portfolio Fee
▇▇▇▇▇▇▇▇ Large Cap Growth Fund 0.75%