AGREEMENT made this 1st day of March 2002, by and between The Advisors' Inner
Circle Fund, a Massachusetts business trust (the "Trust"), and Prospect Asset
Management (the "Adviser")(together, the "Parties").
The Adviser hereby agrees to waive its fee and/or reimburse expenses to the
extent necessary to limit the total operating expenses at the following levels
for a period of three (3) years from the date of this Agreement for each of the
following funds:
Fund(s) Total Operating Expenses
------- ------------------------
Japan Smaller Companies Fund 2.00%
The Trust acknowledges that the Adviser may engage in brokerage transactions
using Fund assets with brokers who agree to pay a portion of the Fund's
expenses, and that the Adviser's guarantee of Fund expense ratios takes into
account these expense-limiting arrangements. This Agreement shall be renewable
at the end of each three-year period for an additional one, three, five or
ten-year period upon the written agreement of the Parties hereto.
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 Prospect Asset Management
By: /s/Xxxxxxx Xxxxxxx By: /s/Xxxxxx Xxxxxx
------------------ ----------------
Xxxxxxx Xxxxxxx Xxxxxx Xxxxxx
This Agreement embodies the entire agreement of the Parties relating to the
subject matter hereof. This Agreement supersedes all prior agreements and
understandings, and all rights and obligations thereunder are hereby canceled
and terminated. No amendment or modification of this Agreement will be valid or
binding unless it is in writing and signed by the Parties.
