THE ADVISORS' INNER CIRCLE FUND
SHAREHOLDER SERVICES AGREEMENT
COMMERCE CAPITAL FUNDS
WHEREAS, The Advisors' Inner Circle Fund (the "Trust") is engaged in
business as an open-end investment company registered under the Investment
Company Act of 1940, as amended (the " 1940 Act"); and
WHEREAS, the Trustees of the Trust have adopted a Distribution Plan to
enable the Trust to directly or indirectly bear expenses relating to the
distribution of certain classes of shares of certain portfolios of the Trust,
including the Commerce Capital Funds (the "Funds"); and
WHEREAS, pursuant to the Distribution Plan, the Trust, on behalf of
the Funds, pays SEI Investments Distribution Co. (the "Distributor") a fee at
the annual rate specified on Exhibit A hereto, and the Distributor may use
such fees for compensation of broker-dealers or other financial institutions
that provide distribution or shareholder services as specified by the
Distributor;
NOW, THEREFORE, in consideration of the covenants and agreements
contained herein, the Distributor agrees to compensate [Commerce Bank,
Corporate Trust Department] for the services set forth below, and [Commerce
Bank, Corporate Trust Department] agrees to provide such services.
Section 1. [Commerce Bank, Corporate Trust Department ("Commerce
Trust")] will provide one or more of the following services to customers of
Commerce Trust ("Customers") who may from time to time invest in shares of the
Funds ("Shares"):
(i) establishing and maintaining accounts and records
relating to Customers that invest in Shares;
(ii) arranging for bank wires;
(iii) responding to Customer inquiries relating to the services
performed by Commerce Trust;
(iv) responding to inquiries from Customers concerning their
investment in Shares;
(v) assisting Customers in changing dividend options, account
designations and addresses;
(vi) providing information periodically to Customers showing
their position in Shares;
(vii) forwarding shareholder communications from the Funds
(such as proxies, shareholder reports, annual and
semi-annual reports, and dividend distribution and tax
notices) to Customers;
(viii) processing purchase, exchange and redemption requests on
behalf of Customers and placing such orders with the
Funds' transfer agent;
(ix) providing sub-accounting with respect to Shares owned of
record or beneficially by Customers; and
(x) processing dividend payments from the Funds on behalf of
Customers.
Section 2. Commerce Trust represents that it (a) has in place anti-money
laundering procedures which comply with applicable law; (b)
shall take all reasonable steps to determine (i) the true
identity of its Customers, (ii) the source of its Customers'
funds, and (iii) that its Customers are not involved in money
laundering activities; (c) shall comply with any other "know
your customer" requirements under applicable law; and (d)
shall monitor its Customers' transactions in order to detect
attempted or actual money laundering involving Shares.
Commerce Trust further agrees to notify the Distributor of
any suspicious activity relating to transactions involving
Shares to the extent permitted by applicable law. Upon the
reasonable request of the Funds or the Distributor, Commerce
Trust agrees to promptly provide documentation relating to
its anti-money laundering program.
Section 3. Commerce Trust will provide all office space and equipment,
telephone facilities and personnel (which may be part of the
space, equipment and facilities currently used in Commerce
Trust's business, or any personnel employed by Commerce
Trust) as may be reasonably necessary or beneficial in order
to fulfill its responsibilities under this Agreement.
Section 4. Neither Commerce Trust nor any of its officers, employees, or
agents is authorized to make any representations concerning
the Trust, the Funds or the Shares except those contained in
the Funds' then-current prospectus(es) or Statement(s) of
Additional Information for the Shares, copies of which will
be supplied to Commerce Trust, or in such supplemental
literature or advertising as may be authorized in writing by
the Distributor. NO PERSON IS AUTHORIZED TO DISTRIBUTE ANY
SALES MATERIAL RELATING TO THE FUNDS WITHOUT THE PRIOR
WRITTEN APPROVAL OF THE DISTRIBUTOR.
Section 5. For purposes of this Agreement, Commerce Trust will be
deemed to be an independent contractor, and will have no
authority to act as agent for the Funds or the Trust in any
matter or in any respect.
Section 6. The Distributor shall be under no liability to Commerce Trust
hereunder except for its failure to exercise good faith in
discharging the obligations expressly assumed by it
hereunder. In carrying out its obligations, Commerce Trust
agrees to act in good faith and without negligence. By its
written acceptance of this Agreement, Commerce Trust agrees
to and does release, indemnify and hold harmless the
Distributor and the Funds and their respective successors and
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assigns, each of their respective officers and directors, and
each person who controls either the Distributor or the Funds
within the meaning of Section 15 of the Securities Act
against any loss, liability, claim, damages or expense
(including reasonable attorneys' fees and expenses) arising
by reason of (1) any direct or indirect actions or inactions
of or by Commerce Trust or its officers, employees or agents
regarding your responsibilities hereunder, (ii) the purchase,
redemption, transfer or registration of Shares (or orders
relating to the same) by Customers or (iii) any breach of the
provisions of this Agreement by Commerce Trust or its
successors or permitted assigns. Nothing contained in this
Agreement is intended to operate as a waiver by the
Distributor or Commerce Trust of compliance with any
provision of the Investment Company Act, the Securities Act,
the Securities Exchange Act of 1934, as amended, the
Investment Advisors Act of 1940, or the rules and regulations
promulgated by the Securities and Exchange Commission
thereunder.
Section 7. Commerce Trust and its officers and employees will, upon
request, be available during normal business hours to consult
with representatives of the Trust or its designees concerning
the performance of Commerce Trust's responsibilities under
this Agreement.
Section 8. Commerce Trust agrees to comply with the provisions
contained in the Securities Act governing the delivery of a
Prospectus to any person to whom you offer Shares. You
further agree to deliver, upon our request, copies of any
amended Prospectus to persons whose Shares you are holding as
record owner.
Section 9. Commerce Trust represents that its has been duly authorized
by proper corporate action to enter into this Agreement and
to perform its obligations hereunder, evidence of which has
been properly maintained and made part of its corporate
records and further represents that it possesses the legal
authority to perform the services contemplated by this
Agreement without violating applicable law (and this
Agreement shall automatically terminate in the event that
Commerce Trust no longer possesses such authority). Commerce
Trust agrees that it will not offer or sell Shares in
violation of applicable law.
Section 10. Commerce Trust will (i) maintain all records required by law
to be kept by you relating to transactions in Shares and,
upon request by the Funds, promptly make such records
available to the Funds as the Funds may reasonably request in
connection with their operations and (ii) promptly notify the
Funds if you experience any difficulty in maintaining the
records described in the foregoing clauses in an accurate and
complete manner. If you hold Shares as a record owner for
your Customers, you will be responsible for maintaining all
necessary books and Customer account records which reflect
their beneficial ownership of Shares, which records shall
specifically reflect that you are holding Shares as agent,
custodian or nominee for your Customers.
Section 11. In consideration of the services and facilities to be
provided by Commerce Trust, each Fund will pay to Commerce
Trust a fee, as agreed from time to time, at an annual rate
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of up to 0.50% (fifty basis points) of the average daily net
asset value of Shares owned of record or beneficially
by Customers of Commerce Trust, which fee will be computed
daily and paid monthly. Such compensation will be computed
and paid in accordance with the distribution plan adopted by
the Funds pursuant to Rule l2b-1 under the Investment Company
Act, as they may be amended from time to time. Commerce Trust
acknowledges that any compensation to be paid to it by the
Distributor shall be paid from proceeds paid to the
Distributor by the Funds pursuant to such distribution plan
and, to the extent the Distributor does not receive such
proceeds for any reason, the amounts payable to you will be
reduced accordingly. The Trust may, in its discretion and
without notice, suspend or withdraw the sale of Shares of any
Fund, including the sale of Shares for the account of any
Customer(s). Commerce Trust may waive all or any portion of
its fee from time to time.
Section 12. The Trust may enter into other similar servicing agreements
with any other person or persons without the consent of
Commerce Trust.
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Section 13. This Agreement will become effective on the date a fully
executed copy of this Agreement is received by the
Distributor and shall continue until terminated by either
party. This Agreement is terminable with respect to any class
of Shares of any Fund, without penalty, upon ten (10) days'
notice to the other party. In addition, (a) this Agreement
may be terminated at any time, without payment of any
penalty, by the vote of a majority of the Qualified Trustees
(as defined below) or, with respect to any class of a Fund,
by vote of a majority of the outstanding shares of such
class, on not more than 60 days written notice; and (b) this
Agreement shall terminate automatically in the event of its
assignment. This Agreement shall also automatically terminate
at any time without penalty in the event the Funds terminate
the Distribution Agreement between the Trust and the
Distributor with respect to the Funds.
Section 14. Commerce Trust acknowledges and agrees that this Agreement
has been entered into pursuant to Rule l2b-I under the
Investment Company Act, and is subject to the provisions of
said Rule (as it may be amended from time to time), as well
as any other applicable rules promulgated by the Securities
and Exchange Commission.
Section 15. All notices and other communications to either the
Distributor or Commerce Trust will be duly given if mailed,
faxed, or transmitted by similar communications device to the
appropriate address stated below, or to such other address as
either party shall so provide the other.
Section 16. This Agreement will be construed in accordance with the
laws of the Commonwealth of Massachusetts and may not be
"assigned" by either party thereto as that term is defined in
the Investment Company Act of 1940.
Section 17. As used in this Agreement, (a) the term "Qualified Trustees"
shall mean those Trustees of the Trust who are not interested
persons of the Trust, and have no direct or indirect
financial interest in the operation of this Plan or any
agreements related to it, and (b) the term "assignment" shall
have the meaning specified in the 1940 Act and the rules and
regulations thereunder, subject to such exemptions as may be
granted by the Securities and Exchange Commission.
Section 18. References to "The Advisors' Inner Circle Fund," the
"Trust," and the "Trustees" of the Trust refer respectively
to the Trust created and the Trustees as trustees, but not
individually or personally, acting from time to time under
the Declaration of Trust of the Trust dated July 18, 1991, a
copy of which is on file with the Secretary of State of the
Commonwealth of Massachusetts and at the Trust's principal
office. The obligations of the Trust entered into in the name
or on behalf thereof by any of the Trustees, officers,
representatives, or agents are made not individually, but in
such capacities, and are not binding upon any of the
Trustees, shareholders, officers, representatives, or agents
of the Trust personally. Further, any obligations of the
Trust with respect to any one Fund shall not be binding upon
any other Fund.
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By their signatures, the Distributor and Commerce Trust agree to the terms of
this Agreement.
SEI INVESTMENTS DISTRIBUTION CO. COMMERCE BANK
Attn: Legal Department Corporate Trust Department
One Freedom Valley Drive 000 Xxxxx 00 Xxxx
Xxxx, Xxxxxxxxxxxx 00000 Xxxxxxx, XX 00000
By: /S/ XXXX XXXXX By: /S/ XXXXXXX
Name: XXXX XXXXX Title: VICE PRESIDENT
Title: VICE PRESIDENT
Dated: 2/05/03 Dated: 1/21/03
To enable the processing of this Agreement, please provide the following
information. This information is being solicited in order for the Distributor
and the Funds to comply with applicable anti-money laundering laws and
regulations. Failure to complete the following will delay, and possibly
prevent, the Distributor from processing this Agreement.
Xxxx'x FDIC Number: 211401
Xxxx'x Principal Address: 0000 Xx. 00 Xxxx
Xxxxxx Xxxx, XX 00000
Xxxx'x Primary Telephone Number: 000-000-0000
Xxxx'x SEC Registration Number: N/A
Xxxx'x Tax Identification Number (TIN): 2486057
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EXHIBIT A
COMMERCE CAPITAL FUNDS
DISTRIBUTION AND SHAREHOLDER SERVICE FEES
JANUARY [3], 2003
COMMERCE CAPITAL FUNDS
Commerce Capital Government Money Market Fund, Administration Class Shares
Commerce Capital Treasury Obligations Money Market Fund, Service Class Shares
ADMINISTRATION CLASS SHARES
Commerce Capital Government Money Market Fund Twenty-Five basis points (0.25%)
Commerce Capital Treasury Obligations Money Market Fund Not Yet Offered
SERVICE CLASS SHARES
Commerce Capital Government Money Market Fund Not Yet Offered
Commerce Capital Treasury Obligations Money Market Fund Fifty basis points (0.50%)
CALCULATION OF FEES
Distribution and Shareholder Service fees are based on a percentage of the
Funds' average daily net assets attributable to the Administration Class
and/or Service Class Shares of the Funds.
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