DISTRIBUTION AGREEMENT
THE ADVISORS' INNER CIRCLE FUND
CLOVER CAPITAL FUNDS
THIS AGREEMENT is made as of this 28th day of February, 1997 between The
Advisors' Inner Circle Fund ("the Trust"), a Massachusetts business trust and
CCM Securities, Inc. (the "Distributor"), a New York corporation, with respect
to the portfolios of Clover Capital Management, Inc., as further defined below.
WHEREAS, the Trust is registered as an investment company with the
Securities and Exchange Commission (the "SEC") under the Investment Company Act
of 1940, as amended (the "1940 Act"), and its shares are registered with the SEC
under the Securities Act of 1933, as amended (the "1933 Act"); and
WHEREAS, the Distributor is registered as a broker-dealer with the SEC
under the Securities Exchange Act of 1934, as amended;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, the Trust and Distributor hereby agree as follows:
ARTICLE 1. SALE OF SHARES. The Trust grants to the Distributor the
exclusive right to sell units of beneficial interest (the "Shares") of the
portfolios of the Trust listed on Schedule X hereto (each a "Portfolio" and,
collectively, the "Clover Portfolios") at the net asset value per Share, plus
any applicable sales charges in accordance with the current prospectuses, as
agent and on behalf of the Trust, during the term of this Agreement and subject
to the registration requirements of the 1933 Act, the rules and regulations of
the SEC and the laws governing the sale of securities in the various states
("Blue Sky Laws").
ARTICLE 2. SOLICITATION OF SALES. In consideration of these rights
granted to the Distributor, the Distributor agrees to use all reasonable
efforts, consistent with its other business, in connection with the distribution
of Shares of the Clover Portfolios; provided, however, that the Distributor
shall not be prevented from entering into like arrangements with other issuers.
The provisions of this paragraph do not obligate the Distributor to sell any
particular number of Shares.
ARTICLE 3. AUTHORIZED REPRESENTATIONS. The Distributor is not authorized
by the Trust to give any information or to make any representations other than
those contained in the current registration statements and prospectuses of the
Trust filed with the SEC or contained in Shareholder reports or other material
that may be prepared by or on behalf of the Trust for the Distributor's use.
The Distributor may prepare and distribute sales literature and other material
as it may deem appropriate, provided that such literature and materials have
been prepared in accordance with applicable rules and regulations.
ARTICLE 4. REGISTRATION OF SHARES. The Trust agrees that it will take all
action necessary to register Shares under applicable federal and state
securities laws so that there will be available for sale the number of Shares of
the Clover Portfolios the Distributor may reasonably be expected to sell and to
pay all fees associated with said registration. The Trust shall make available
to the Distributor such number of copies of its currently effective prospectuses
and statements of additional information for the Clover Portfolios as the
Distributor may reasonably request. The Trust shall furnish to the Distributor
copies of all information, financial statements and other papers which the
Distributor may reasonably request for use in connection with the distribution
of Shares of the Clover Portfolios.
ARTICLE 5. COMPENSATION. As compensation for providing the services under
this Agreement:
(a) The Distributor shall receive from the Trust:
(1) all distribution and service fees, as applicable, at the
rate and under the terms and conditions set forth in each Distribution
and Shareholder Services Plan (collectively, "Plans") adopted by
the appropriate class of Shares of each of the Clover Portfolios,
as such Plans may be amended from time to time, and subject to any
further limitations on such fees as the Board of Trustees of the
Trust may impose;
(2) all deferred sales charges ("DSCs"), if any, applied on
redemptions of the applicable classes(es) of Shares of each
Portfolio on the terms and subject to such waivers as are described
in the Trust's Registration Statement and current prospectuses, as
amended from time to time, or as otherwise required pursuant to
applicable law; and
(3) all front-end sales charges, if any, on purchases
the applicable classes(es) of Shares of each Portfolio sold
subject to such charges as described in the Trust's Registration
Statement and current prospectuses, as amended from time to time.
The Distributor, or brokers, dealers and other financial
institutions and intermediaries that have entered into sub-
distribution agreements with the Distributor, may collect the
gross proceeds derived from the sale of such class(es) of Shares,
remit the net asset value thereof to the Trust upon receipt of the
proceeds and retain the applicable sales charge.
(b) The Distributor may reallow any or all of the distribution or
service fees, contingent deferred sales charges and front-end sales charges
which it is paid by the Trust to such brokers, dealers and other financial
institutions and intermediaries as the Distributor may from time to time
determine.
ARTICLE 6. INDEMNIFICATION OF DISTRIBUTOR. The Trust agrees to indemnify
and hold harmless the Distributor and each of its directors and officers and
each person, if any, who controls the Distributor within the meaning of Section
15 of the 1933 Act against any loss, liability, claim, damages or expense
(including the reasonable cost of investigating or defending any alleged loss,
liability, claim, damages, or expense and reasonable counsel fees and
disbursements incurred in connection therewith), arising by
reason of any person acquiring any Shares, based upon the ground
that the Trust's Registration Statement, prospectuses, Shareholder
reports or other information filed or made public by the Trust (as
from time to time amended) included an untrue statement of a
material fact or omitted to state a material fact required to be
stated or necessary in order to make the statements made not
misleading. However, the Trust does not agree to indemnify the
Distributor or hold it harmless to the extent that the statements
or omission was made in reliance upon, and in conformity with,
information furnished to the Trust by or on behalf of the
Distributor.
In no case (i) is the indemnity of the Trust to be deemed to protect the
Distributor against any liability to the Trust or its Shareholders to which the
Distributor or such person otherwise would be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of its reckless disregard of its obligations and duties under this
Agreement, or (ii) is the Trust to be liable to the Distributor under the
indemnity agreement contained in this paragraph with respect to any claim made
against the Distributor or any person indemnified unless the Distributor or
other person shall have notified the Trust in writing of the claim within a
reasonable time after the summons or other first written notification giving
information of the nature of the claim shall have been served upon the
Distributor or such other person (or after the Distributor or the person shall
have received notice of service on any designated agent). However, failure to
notify the Trust of any claim shall not relieve the Trust from any liability
which it may have to the Distributor or any person against whom such action is
brought otherwise than on account of its indemnity agreement contained in this
paragraph.
The Trust shall be entitled to participate at its own expense in the
defense or, if it so elects, to assume the defense of any suit brought to
enforce any claims subject to this indemnity provision. If the Trust elects to
assume the defense of any such claim, the defense shall be conducted by counsel
chosen by the Trust and satisfactory to the indemnified defendants in the suit
whose approval shall not be unreasonably withheld. In the event that the Trust
elects to assume the defense of any suit and retain counsel, the indemnified
defendants shall bear the fees and expenses of any additional counsel retained
by them. If the Trust does not elect to assume the defense of a suit, it will
reimburse the indemnified defendants for the reasonable fees and expenses of any
counsel retained by the indemnified defendants.
The Trust agrees to notify the Distributor promptly of the commencement of
any litigation or proceedings against it or any of its officers or Trustees in
connection with the issuance or sale of any of its Shares.
ARTICLE 7. INDEMNIFICATION OF TRUST. The Distributor covenants and agrees
that it will indemnify and hold harmless the Trust and each of its Trustees and
officers and each person, if any, who controls the Trust within the meaning of
Section 15 of the Act, against any loss, liability, damages, claim or expense
(including the reasonable cost of investigating or defending any alleged loss,
liability, damages, claim or expense and reasonable counsel fees incurred in
connection therewith) based upon the 1933 Act or any other statute or common law
and arising by reason of any person acquiring any Shares, and alleging a
wrongful act of the Distributor or any of its employees or alleging that the
Trust's Registration Statement, prospectuses, Shareholder reports or other
information filed or made public by the Trust (as from time to time amended)
relating to the Clover Portfolios included an untrue statement
of a material fact or omitted to state a material fact required to
be stated or necessary in order to make the statements not
misleading, insofar as the statement or omission was made in
reliance upon and in conformity with information furnished to the
Trust by or on behalf of the Distributor.
In no case (i) is the indemnity of the Distributor in favor of the Trust or
any other person indemnified to be deemed to protect the Trust or any other
person against any liability to which the Trust or such other person would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Agreement, or (ii) is the
Distributor to be liable under its indemnity agreement contained in this
paragraph with respect to any claim made against the Trust or any person
indemnified unless the Trust or person, as the case may be, shall have notified
the Distributor in writing of the claim within a reasonable time after the
summons or other first written notification giving information of the nature of
the claim shall have been served upon the Trust or upon any person (or after the
Trust or such person shall have received notice of service on any designated
agent). However, failure to notify the Distributor of any claim shall not
relieve the Distributor from any liability which it may have to the Trust or any
person against whom the action is brought otherwise than on account of its
indemnity agreement contained in this paragraph.
The Distributor shall be entitled to participate, at its own expense,
in the defense or, if it so elects, to assume the defense of any suit brought
to enforce the claim, but if the Distributor elects to assume the defense, the
defense shall be conducted by counsel chosen by the Distributor and satisfactory
to the indemnified defendants whose approval shall not be unreasonably withheld.
In the event that the Distributor elects to assume the defense of any suit and
retain counsel, the defendants in the suit shall bear the fees and expenses of
any additional counsel retained by them. If the Distributor does not elect to
assume the defense of any suit, it will reimburse the indemnified defendants in
the suit for the reasonable fees and expenses of any counsel retained by them.
The Distributor agrees to notify the Trust promptly of the commencement of
any litigation or proceedings against it in connection with the issue and sale
of any of the Trusts' Shares.
ARTICLE 8. EFFECTIVE DATE. This Agreement shall be effective upon its
execution, and unless terminated as provided, shall continue in force for two
years from the effective date and thereafter from year to year, provided that
such annual continuance is approved by (i) either the vote of a majority of the
Trustees of the Trust, or the vote of a majority of the outstanding voting
securities of the Trust, and (ii) the vote of a majority of those Trustees of
the Trust who are not parties to this Agreement or the Trust's Distribution
Plan(s), if any, or interested persons of any such party ("Qualified Trustees"),
cast in person at a meeting called for the purpose of voting on the approval.
This Agreement shall automatically terminate in the event of its assignment. As
used in this paragraph the terms "vote of a majority of the outstanding voting
securities," "assignment" and "interested person" shall have the respective
meanings specified in the 1940 Act. In addition, this Agreement may at any time
be terminated without penalty by SFS, by a vote of a majority of Qualified
Trustees, or by vote of a majority of the outstanding voting securities of the
Trust upon not less than sixty days prior written notice to the other party.
ARTICLE 9. NOTICES. 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 Distributor, at 00 Xxxxx Xxxxxxx Xxxxxx Xxxx, Xxxxxxxxx, XX 00000.
ARTICLE 10. LIMITATION OF LIABILITY. A copy of the Declaration of Trust
of the Trust is on file with the Secretary of State of the Commonwealth of
Massachusetts, and notice is hereby given that this Agreement is executed on
behalf of the Trustees of the Trust as Trustees and not individually and that
the obligations of this instrument are 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
Distributor shall look only to the assets of the relevant Clover Portfolio for
payment of fees for services rendered to that Clover Portfolio.
ARTICLE 11. 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.
ARTICLE 12. MULTIPLE ORIGINALS. This Agreement may be executed in two or
more counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
IN WITNESS, the Trust and Distributor have each duly executed this
Agreement, as of the day and year above written.
THE ADVISORS' INNER CIRCLE FUND
By: /s/ Xxxxxxx X. Xxxxxx
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Attest: /s/ Xxxxxxxxx Xxxxxx
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CCM SECURITIES, INC.
By: /s/ Xxx X. Xxxxx, Pres.
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Attest: /s/ Xxxxx X. Xxxxxxx
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Schedule X
to
Distribution Agreement
dated February 28, 1997
between The Advisors' Inner Circle Fund
and
CCM Securities, Inc.
Clover Capital Equity Value Fund
Clover Capital Fixed Income Fund
Clover Capital Small Cap Value Fund
