FORM OF SHAREHOLDER SERVICING AGREEMENT
Shareholder Servicing Agreement (the "Agreement"), dated as of ___________,
19__, by and between AIG Equity Sales Corp. ("AIGES") and ____________________
(the "Agent").
W I T N E S S E T H :
WHEREAS, SEI Investments Distribution Co. (the "Distributor") serves as the
principal underwriter for the shares of beneficial interest of the AIG Money
Market Fund (the "Fund"), a separate series of The Advisors' Inner Circle Fund,
an open-end management investment company consisting of separate series and
organized as a business trust under the laws of the State of Massachusetts (the
"Trust"), pursuant to a Distribution Agreement, dated as of November 14, 1991,
as amended on August 8, 1994, between the Trust and the Distributor; and
WHEREAS, AIGES serves as the sub-distributor and servicing agent of the
Fund's Class B shares of beneficial interest (the "Shares") pursuant to a
Sub-Distribution and Servicing Agreement, dated as of July 28, 1995, as amended
by Amendment No. 1 thereto dated as of ___________, 1997, between the
Distributor and AIGES (the "Sub-Distribution Agreement"); and
WHEREAS, the Shares are subject to a plan of distribution (the "Plan")
adopted by the Trust pursuant to Rule 12b-1 under the Investment Company Act of
1940, as amended (the "1940 Act"), and pay certain fees to the Distributor
thereunder; and
WHEREAS, the Distributor pays sub-distribution fees to AIGES pursuant to
the Sub-Distribution Agreement; and
WHEREAS, the Shares and the Plan are more fully described in the prospectus
of the Fund relating to the Shares (the term "Prospectus" refers to the
then-current prospectus relating to the Shares and statement of additional
information relating to the Fund on file with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, and the 0000 Xxx); and
WHEREAS, the Trust has authorized AIGES to enter into shareholder servicing
agreements with other financial institutions to perform certain
shareholder-related services with respect to the Shares.
NOW, THEREFORE, AIGES and the Agent hereby agree as follows:
1. APPOINTMENT, SERVICES. AIGES hereby appoints the Agent as a shareholder
servicing agent for the Shares and retains the Agent to perform certain
shareholder account, administrative and servicing functions for the Agent's
customers ("Customers"). The services to be performed by the Agent and
shall be in accordance with the terms and
conditions set forth in the Prospectus and shall include, without
limitations, the following:
a. aggregating and processing purchase and redemption requests from
Customers and placing net purchase and redemption orders with
AIGES;
b. answering inquiries from Customers regarding account status and
history, the manner in which purchases and redemptions of the
Shares may be effected, the services provided by the Agent and
certain other matters pertaining to the Fund;
c. processing Customer dividends, and assisting Customers in
designating and changing dividend options, account designations
and addresses and in enrolling into any pre-authorized automatic
investment program or tax sheltered retirement plans that may
from time to time be offered in connection with the purchase of
the Shares;
d. arranging for bank wires;
e. forwarding Fund shareholder communications to Customers, if
required by law;
f. providing Customers periodically with information showing their
positions in Shares and confirming all purchases and redemptions
of Shares in Customer accounts; and
g. providing such other related services as AGES or a Customer may
reasonably request.
The Agent shall be responsible for providing all such office space and
equipment, telephone facilities and personnel (which may be any part of the
space, equipment and facilities currently used in its business or any
personnel employed by it) as may be reasonably necessary or beneficial to
perform the functions described in this Section.
2. STANDARD OF PERFORMANCE. All services to be rendered by the Agent
hereunder shall be performed in a professional, competent and timely
manner. The details of the operating standards and procedures to be
followed by the Agent in its performance of the services required to be
performed by it hereunder shall be determined from time to time by
agreement between AGES and the Agent.
3. LIMITATION OF AUTHORITY. No person is authorized to make any
representations concerning the Trust, the Fund, or the Shares except those
contained in the Prospectus and in such printed information as the
Distributor of AGES may prepare. No person is authorized to
distribute any sales materials relating to the Shares without the prior
written approval of AGES (it being understood that in such instance, AGES
will be required to obtain the written approval of the Distributor in order
to give its written approval). The Fund shall have full authority to take
such action as it deems advisable in respect to all matters pertaining to
the offering of its Shares, including the right not to accept any order for
the purchase of Shares. For all purposes hereunder, the Agent shall be
deemed an independent contractor, and not an agent of the Fund, and shall
have no authority to act for or represent the Fund. The Agent shall not
act as an "underwriter" or "distributor" of Shares, as those terms are used
in the 1940 Act, the Securities Act of 19933, as amended, and the rules and
regulations promulgated thereunder.
4. COMPENSATION. In consideration of the services to be performed by the
Agent pursuant to Section 1 of this Agreement, AGES agrees to pay or
arrange to be paid to the Agent a service fee, [computed daily and payable
monthly], equal to [. %] of the average daily net asset value of the
Shares for which the Agent from time to time performs services under this
Agreement on behalf of Customers, and under the terms and conditions set
forth in the Plan, as such plan may be amended from time to time, and
subject to such further limitations as the trustees of the Trust may
impose. For purposes of determining the fees payable to the Agent
hereunder, the value of the Fund's net assets shall be computed in the
manner specified in the Prospectus. The above fees constitute all fees to
be paid to the Agent by AGES with respect to the services contemplated
hereby, and the Agent will bear all of its own expenses for providing such
services.
5. RECORDKEEPING; COMPLIANCE WITH LAWS. The Agent agrees that it will
maintain and preserve all records required by applicable law, rule or
regulation to be maintained and preserved by it in connection with the
services to be provided by it hereunder, and that it will promptly make
such of these records available to AGES or the Trust as shall be reasonably
requested. The Agent further agrees to promptly notify AGES if it
experiences any difficulty in maintaining the records described above in an
accurate and complete manner. The Agent further agrees that it will at all
times act in compliance with all applicable laws, rules and regulations,
including without limitation federal and state securities laws and the
rules and regulations of self-regulating organizations, in connection with
the performance of its duties hereunder.
6. LIABILITY. AGES shall be under no liability to the Agent except for lack
of good faith or negligence in connection with obligations expressly
assumed by AGES hereunder.
In carrying out its obligations hereunder, the Agent agrees to act in good
faith, with negligence and in compliance with all applicable laws, rules
and regulations. By its acceptance of this Agreement, the Agent agrees to
and does release, indemnify and hold AGES, the Distributor and the Trust
harmless from and against any and all liabilities, losses and costs
(including, without limitation, reasonable attorneys' fees and expenses)
arising from any direct or indirect actions or omissions of or by the Agent
or its officers,
employees or agents regarding its responsibilities hereunder; PROVIDED,
HOWEVER, that, notwithstanding the foregoing, the Agent shall not be
liable for any actions or omissions performed by it or by its officers,
employees or agents, in good faith, without negligence and in conformity
with all applicable laws, rules and regulations. AGES agrees to and does
indemnify and hold harmless the Agent from and against any and all
liabilities, losses and costs (including, without limitation, reasonable
attorneys' fees and expenses) arising out of or by reason of the offering
of the Shares based upon any untrue statement of a material fact contained
in the Prospectus (or any amendment thereof or any supplement thereto), or
any omission to state any material fact necessary, in light of the
circumstances under which it was made, in order to make the statements
contained therein not misleading. Nothing contained in this Agreement is
intended to operate as a waiver by AGES or the Agent of compliance with any
provision of the 1940 Act, the Securities Act of 1933, as amended (the
"1933 Act"), the Securities Exchange Act of 1934, as amended (the "1934
Act"), the Investment Advisers Act of 1940, as amended, or the rules and
regulations promulgated by the Securities and Exchange Commission
thereunder.
7. NON-EXCLUSIVE SERVICES. The Agent acknowledges and agrees that AGES may
enter into other similar shareholder servicing agreements with other
financial institutions without any notice to, or the consent of, the Agent.
8. AMENDMENT. This agreement may be amended only in a writing signed by both
parties hereto.
9. TERM: TERMINATION. This Agreement shall be effective upon its execution,
and unless terminated as provided, shall continue in force for one year
from its execution and thereafter from year to year. This Agreement may be
terminated by either party, without penalty, upon ten days' notice to the
other party and shall automatically terminate in the event of its
assignment (as defined in the 0000 Xxx) or upon termination of either or
both of the Distribution Agreement between the Trust and the Distributor
or the Sub-Distribution Agreement. This Agreement may also be terminated
at any time, without penalty, by the vote of a majority of the members of
the Board of Trustees of the Trust who are not "interested persons" (as
defined in the 0000 Xxx) and who have no direct or indirect financial
interest in the operation of the Plan or in any agreements related to such
plan, or by the vote of a majority of the Shares. Notwithstanding anything
to the contrary, the obligations of the parties set forth in Section 6
hereof shall survive the termination of this Agreement.
10. COMMUNICATIONS. All communications to AGES should be directed to it at 00
Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: [ ],
telephone: , facsimile: , with a copy
to Xxxxx Xxxxxxx, American International Group, Inc., 00 Xxxx Xxxxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, telephone: 000-000-0000, facsimile:
000-000-0000. All communications to the Agent should be directed to it at
[address], Attention: [ ], telephone: ,
facsimile: . Any notice hereunder shall be duly given if sent
by registered mail or confirmed facsimile transmission.
11. SEVERABILITY AND GOVERNING LAW. If any provision of this Agreement shall
be held or made invalid by a decision in a judicial or administrative
proceeding, statute, rule or otherwise, the enforceability of the remainder
of this Agreement will not be impaired thereby. This Agreement shall be
governed by the laws of the State of New York; provided, however, that
nothing contained in this Agreement shall be construed in any manner
consistent with the 1940 Act, the 1934 Act or the 1933 Act or any rule,
regulation or order of the SEC promulgated thereunder.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first written above.
AIG EQUITY SALES CORP.
Date: By:
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Authorized Signature
Print Name and Title
The undersigned agrees to abide by the foregoing terms and conditions.
Date: By:
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Signature
Print Name and Title
Financial Institution's Name
Address
City State Zip
