Exhibit 99.B 5(g)
THE ADVISORS' INNER CIRCLE FUND
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 3rd day of May, 1995, by and between The Advisors'
Inner Circle Fund, a Massachusetts business trust (the "Trust"), and First
Manhattan Co., a New York limited partnership (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 has retained SEI Financial Management Corporation (the
"Administrator") to provide administration of the Trust's operations, subject to
the control of the Board of Trustees; and
WHEREAS, the Trust desires to retain the Adviser to render investment
management services with respect to its FMC Select Fund and such other
portfolios 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 manage the
investment and reinvestment of the assets, and to continuously review,
supervise, and administer the investment program of the Portfolios, to
determine in its discretion the securities to be purchased or sold, to
provide the Administrator and the Trust with records concerning the
Adviser's activities which the Trust is required to maintain, and to render
regular reports to the Administrator and to the Trust's officers and
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 such
policies as the Trustees may from time to time establish, and in compliance
with the objectives, policies, and limitations for each such Portfolio set
forth in the Portfolios' Prospectuses and Statement of Additional
Information as amended from time to time, and 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 is authorized to select the brokers or
dealers that will execute the purchases and sales of portfolio securities
for the Portfolios and is directed to use its best efforts to obtain the
best net results as described from time to time in the Portfolios'
Prospectuses and Statement of Additional Information. The Adviser expects
that it, a registered broker/dealer, will execute all or a substantial
portion of the Portfolios' brokerage transactions. The Adviser will
execute, and maintain and preserve information regarding, such transactions
in accordance with applicable law. The Adviser will promptly communicate to
the Administrator and to the officers and the Trustees of 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 the Schedule(s) which are
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(s), 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 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
prospectuses, statements 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 of 1986, as amended.
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 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 partners,
employees and agents of the Adviser as well as that partnership 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
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transactions for the Trust may be effected through the Adviser and/or its
affiliates if approved by the Board of Trustees, subject to the rules and
regulations of the Securities and Exchange Commission.
11. License of the Adviser's Name. The Adviser hereby grants a license to the
Trust for use of its name in the names of the Portfolios for the term of
this Agreement. Such license shall terminate upon termination of this
Agreement.
12. Duration 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 terminated as to any Portfolio at any time, without
the payment of any penalty by vote of a majority of the 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
Securities and Exchange Commission under said Act.
13. Change in the Adviser's Membership. The Adviser agrees that it shall notify
the Trust of any change in the membership of the Adviser within a
reasonable time after such change.
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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 000 Xxxx Xxxxxxxxxx Xxxx, Xxxxx, XX 00000-0000
and if to the Adviser at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 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.
16. Governing Law. This Agreement shall be construed in accordance with the
laws of the Commonwealth of Massachusetts and the applicable provisions of
the 1940 Act. To the extent that the applicable laws of the Commonwealth of
Massachusetts, or any of the provisions herein, conflict with the
applicable provisions of the 1940 Act, the latter shall control.
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: [SIGNATURE APPEARS HERE]
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Attest: [SIGNATURE APPEARS HERE]
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FIRST MANHATTAN CO.
By: [SIGNATURE APPEARS HERE]
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Attest: [SIGNATURE APPEARS HERE]
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SCHEDULE DATED MAY 3,1995
TO THE
INVESTMENT ADVISORY AGREEMENT DATED MAY 3,1995
BETWEEN
THE ADVISORS' INNER CIRCLE FUND
AND
FIRST MANHATTAN CO.
Pursuant to Article 3, the Trust shall pay the Adviser compensation at an annual
rate as follows:
Portfolio Fee
FMC Select Fund .80%
