SHAREHOLDER SERVICE PLAN AND AGREEMENT
CRA REALTY SHARES PORTFOLIO
CLASS A
CRA Realty Shares Portfolio (the "Portfolio") is a separate series of The
Advisors' Inner Circle Fund (the "Fund"), an open-end investment company
registered under the Investment Company Act of 1940, as amended. The Portfolio
desires to retain SEI Financial Services Company (the "Distributor"), a
Pennsylvania corporation, to itself provide or to compensate service providers
who themselves provide, the services described herein to clients (the "Clients")
who from time to time beneficially own Class A shares ("Shares") of the
Portfolio. The Distributor is willing to itself provide or to compensate
service providers for providing, such shareholder services in accordance with
the terms and conditions of this Agreement.
SECTION 1. The Distributor will provide, [or will enter into written
agreements] in the form attached hereto with service providers pursuant to which
the service providers will provide, one or more of the following shareholder
services to Clients who may from time to time beneficially own Shares:
(i) providing information periodically to Clients showing their
positions in Shares;
(ii) forwarding shareholder communications from the Trust (such as
proxies, shareholder reports, annual and semi-annual financial
statements and dividend, distribution and tax notices) to Clients;
(iii) processing purchase, exchange and redemption requests from
Clients and placing such orders with the Trust or its service
providers;
(iv) providing subaccounting with respect to Shares beneficially owned
by Clients;
(v) processing dividend payments from the Portfolio on behalf of
Clients; and
(vi) providing such other similar services as the Portfolio may
reasonably request to the extent that the Distributor and/or the
service provider is permitted to do so under applicable laws or
regulations.
SECTION 2. The Distributor will provide all office space and equipment,
telephone facilities and personnel (which may be part of the space, equipment
and facilities currently used in the Distributor's business, or any personnel
employed by the Distributor) as may be reasonably necessary or beneficial in
order to fulfill its responsibilities under this Agreement.
SECTION 3. Neither the Distributor nor any of its officers, employees, or
agents is authorized to make any representations concerning the Portfolio or the
Shares except those contained in the Portfolio's
then-current prospectus or Statement of Additional Information for the
Shares, copies of which will be supplied to the Distributor, or in such
supplemental literature or advertising as may be authorized in writing.
SECTION 4. For purposes of this Agreement, the Distributor and each service
provider will be deemed to be independent contractors, and will have no
authority to act as agent for the Trust in any matter or in any respect. By its
written acceptance of this Agreement, the Distributor agrees to and does
release, indemnify, and hold the Portfolio harmless from and against any and all
direct or indirect liabilities or losses resulting from requests, directions,
actions, or inactions of or by the Distributor or its officers, employees, or
agents regarding the Distributor's responsibilities under this Agreement, the
provision of the aforementioned services to Clients by the Distributor or any
service provider, or the purchase, redemption, transfer, or registration of
Shares (or orders relating to the same) by or on behalf of Clients. The
Distributor and its officers and employees will, upon request, be available
during normal business hours to consult with representatives of the Portfolio or
its designees concerning the performance of the Distributor's responsibilities
under this Agreement.
SECTION 5. In consideration of the services and facilities to be provided by
the Distributor or any service provider, the Portfolio will pay to the
Distributor a fee, as agreed from time to time, at an annual rate of up to .25%
(twenty-five basis points) of the average net asset value of all Class A shares
of the Portfolio, which fee will be computed daily and paid monthly. The
Portfolio may, in its discretion and without notice, suspend or withdraw the
sale of its Class A Shares, including the sale of Class A Shares to any service
provider for the account of any Client or Clients. The Distributor may waive
all or any portion of its fee from time to time.
SECTION 6. The Portfolio may enter into other similar servicing agreements with
any other person or persons without the Distributor's consent.
SECTION 7. By its written acceptance of this Agreement, the Distributor
represents, warrants, and agrees that the services provided by the Distributor
under this Agreement will in no event be primarily intended to result in the
sale of Shares.
SECTION 8. This Agreement will become effective on the date a fully executed
copy of this Agreement is received by the Portfolio or its designee and shall
continue until terminated by either party. This Agreement is terminable with
respect to the Class A Shares of the Portfolio, without penalty, at any time by
the Portfolio or by the Distributor upon written notice to the Portfolio.
SECTION 9. All notices and other communications to either the Portfolio or to
the Distributor will be duly given if mailed, telegraphed, telefaxed, or
transmitted by similar communications device to the appropriate address stated
herein, or to such other address as either party shall so provide the other.
SECTION 10. This Agreement will be construed in accordance with the laws of the
Commonwealth of Pennsylvania and may not be "assigned" by either party thereto
as that term is defined in the Investment Company Act of 1940.
SECTION 11. References to the "CRA Realty Shares Portfolio," the "Fund," and
the "Trustees" of the Fund refer respectively to the Fund created and the
Trustees as trustees, but not individually or personally, acting from time to
time under the Declaration of Trust of the Fund dated July 18, 1991, a copy of
which is on file with the Department of State of the Commonwealth of
Massachusetts and at the Fund's principal office. The obligations of the Fund
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 Fund personally. Further, any obligations of
the Fund with respect to the Portfolio shall not be binding upon any other
Portfolio.
By their signatures, the Fund and the Distributor agree to the terms of this
Agreement.
THE ADVISORS' INNER CIRCLE FUND
on behalf of the
CRA REALTY SHARES PORTFOLIO
By: /s/ Xxxxxxx X. Xxxxxx Date: 11/12/96
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SEI FINANCIAL SERVICES COMPANY
By: /s/ Xxxx Xxxxxxxxx Date: 11/12/96
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