AMENDMENT TO OPERATING AGREEMENT
This Amendment ("Amendment") is made as of August 18, 1999, by and
between Xxxxxxx Xxxxxx & Co., Inc. ("Schwab"), a California corporation, and
each registered investment company ("Fund Company") executing this Amendment
on its own behalf and on behalf of each of its series or classes of shares
("Fund(s)") listed on Schedule I hereto, and LSV Asset Management, a Delaware
general partnership ("Fund Affiliate"), and amends the Operating Agreement
between Schwab and Fund Company, made as of January 5, 1996, as amended
thereafter ("Operating Agreement"). Fund Affiliate is added as a party to the
Operating Agreement under this Amendment. All capitalized terms used in the
Amendment and not defined herein shall have the meaning ascribed to them in
the Operating Agreement.
WHEREAS, the parties wish to amend Schedule I to the Operating
Agreement: and
WHEREAS, the parties wish to add Fund Affiliate as a party to the
Operating Agreement, effective as of August 18, 1999, for the purpose of
obligating Fund Affiliate to pay any applicable Account establishment and
maintenance fees with respect to LSV Value Equity Fund, as set forth herein;
WHEREAS, the parties wish to institute the payment of Account
establishment and maintenance fees to be paid by or on behalf of each Fund for
which the effective date of such Fund on Schedule I is on or after the date
on which this Amendment is made, such fees to be set forth on a Schedule III;
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises set forth below, the parties agree as follows:
1. Fund Affiliate is added as a party to the Operating Agreement
effective as of the effective date of this Amendment.
2. Section 4. of the Operating Agreement is hereby deleted in its
entirety and the following Section 4. is inserted in lieu thereof.
4. ACCOUNT ESTABLISHMENT AND MAINTENANCE FEES
Fund Company shall pay to Schwab fees to reimburse Schwab
for its costs in establishing and maintaining Accounts(s) for each Fund.
For each Fund that is designated "FEE 1" on Schedule I, Fund Company
shall pay Schwab the fees that are set forth on Schedule II and in the
following manner. Fees attributable to establishment of the Account(s)
for a Fund shall be paid prior to establishment of the Account(s) for
such fund. Fees attributable to maintaining the Account(s) for each Fund
shall be billed on an annual basis on December 31 and paid promptly in no
event later than thirty (30) days after billing. Such payment shall be by
wire transfer. Such wire transfers shall be separate from wire transfers
of redemption proceeds or distributions under this Agreement. For each
Fund that is designated "FEE 2" on Schedule I, Fund Company, or Fund
Affiliate with respect to LSV Value Equity Fund, shall pay Schwab the fees
at the time and in the manner set forth in Schedule III.
3. Schedule I to the Operating Agreement shall be deleted in its
entirety and the Schedule I attached hereto shall be inserted in lieu thereof.
4. The attached Schedule III is hereby inserted as Schedule III to
the Operating Agreement.
1
5. Schedule III may be amended by Schwab on forty (40) days' written
notice to Fund Company and Fund Affiliate or such earlier time as shall be
agreed to by the parties.
6. Except as specifically set forth herein, all other provisions of
the Operating Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
XXXXXXX XXXXXX & CO., INC. THE ADVISORS' INNER CIRCLE FUND, on
its own behalf and on behalf of each
By: /s/ Xxxx Xxxxx Fund listed on Schedule I hereto
------------------------------
Xxxx Xxxxx By: /s/ Xxxxx X. Xxxxx
Vice President/Mutual Funds ------------------------------
Operations Administration
Name: Xxxxx X. Xxxxx
Date: 9/3/99 ------------------------------
------------------------------
Title: Vice President
LSV ASSET MANAGEMENT, a Delaware ------------------------------
general partnership
Date: 8/18/99
By: /s/ Xxxxxxxx Xxxxxxxx ------------------------------
------------------------------
Name: Xxxxxxxx Xxxxxxxx
------------------------------
Title: COO
------------------------------
Date: 8-26-99
------------------------------
2
SCHEDULE I
TO THE OPERATING AGREEMENT
FUND COMPANY/FUNDS EFFECTIVE DATE
The Advisors' Inner Circle Fund
CRA Realty Shares Portfolio, Institutional Shares* 11/26/97
LSV Value Equity Fund* FEE 2 8/18/99
* Indicates that Fund is a "no-load" or "no sales charge" Fund as
defined in Rule 2830 of the NASDR.
SI Indicates that Fund is available only to MFMP investors through
Schwab Institutional or another advice program offered or made available
by financial institutions clearing transactions through Schwab.
FEE 1 Indicates that Fund is subject to Account Establishment and
Maintenance Fees and the terms thereof as set forth on Schedule II.
FEE 2 Indicates that Fund is subject to Account Establishment and
Maintenance Fees and the terms thereof as set forth on Schedule III.
Accepted by:
XXXXXXX XXXXXX & CO., INC. THE ADVISORS' INNER CIRCLE FUND, on
its own behalf and on behalf of each
By: /s/ Xxxx Xxxxx Fund listed on this Schedule I
------------------------------
Xxxx Xxxxx By: /s/ Xxxxx X. Xxxxx
Vice President/Mutual Funds ------------------------------
Operations Administration
Name: Xxxxx X. Xxxxx
Date: 9/3/99 ------------------------------
------------------------------
Acknowledged by: Title: Vice President
LSV ASSET MANAGEMENT, a Delaware ------------------------------
general partnership
Date: 8/18/99
By: /s/ Xxxxxxxx Xxxxxxxx ------------------------------
------------------------------
Name: Xxxxxxxx Xxxxxxxx
------------------------------
Title: COO
------------------------------
Date: 8-26-99
------------------------------
3
SCHEDULE III
TO THE OPERATING AGREEMENT
Fees to Establish and Maintain Account(s) for a Fund
Establishment Fee
The Establishment Fee for the Account(s) for each Fund for which the
effective date of such Fund on Schedule I is August 18, 1999, or any date
thereafter, is $6,000. The Establishment Fee for each Fund shall be paid
prior to establishment of the Account(s) for such Fund.
Maintenance Fee
a. The Maintenance Fee as to the Account(s) for each Fund for which
the effective date of such Fund on Schedule 1 is August 18, 1999, or any date
thereafter, shall be billed in arrears on February 28 (or February 29 in a
leap year) and August 31 (each an "Assessment Date") commencing on the first
Assessment Date after the establishment of the Account(s) for the Fund on the
Schwab system. The Maintenance Fee as to the Account(s) of a Fund shall
continue to be paid as long as there are any shares held in the Account(s).
The Maintenance Fee shall be paid by wire transfer within thirty (30) days
after Fund Affiliate or Fund Company's receipt of the invoice. Such wire
transfers shall be separate from wire transfers of redemption proceeds or
distributions under this Agreement.
b. The Maintenance Fee as to the Account(s) for a Fund is $1,000 per
full month of establishment on Xxxxxx'x system since the previous Assessment
Date unless the assets held in the Account(s) for the Fund are in excess of
$5 million on the Assessment Date. If the assets held in the Account(s) for a
Fund are in excess of $5 million on the Assessment Date, then the Maintenance
Fee as to the Account(s) for the Fund for such period is $0.
c. For purposes of this calculation, the value of the shares of each
Fund will be the net asset value reported by such Fund to the National
Association of Securities Dealers, Inc. Automated Quotation System. No
adjustments will be made to the net asset values to correct errors in the net
asset values so reported for any Assessment Date unless such error is
corrected and the corrected net asset value per share is reported to Schwab
before 5 o'clock p.m., San Francisco time, on the next business day after the
Assessment Date to which the error relates. For purposes of this Exhibit, a
"Business Day" is any day the New York Stock Exchange is open for trading.
4
