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 Investment
Counselors of Maryland, LLC, a Delaware limited liability company (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.
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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
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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 Xxx Xxxxxxx Xxxxxx Xxxx, Xxxx, XX 00000 and if to the
Adviser, at 000 Xxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000.
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.
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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:____________________
INVESTMENT COUNSELORS OF MARYLAND, LLC
By:________________________
Attest:____________________
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SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT
BETWEEN
THE ADVISORS' INNER CIRCLE FUND
AND
INVESTMENT COUNSELORS OF MARYLAND, LLC
Pursuant to Article 3, the Trust shall pay the Adviser compensation at an annual
rate as follows:
PORTFOLIO FEE
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ICM Small Company Portfolio 0.70%
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