FORM OF
AMENDMENT NO. 1 TO
DISTRIBUTION AGREEMENT
THIS AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT (this "AMENDMENT"), effective as
of August ____, 2010, by and between The Advisors' Inner Circle Fund (the
"Trust") and SEI Investments Distribution Co. ("SIDCO").
WHEREAS:
1. The Trust and SIDCO entered into a Distribution Agreement, dated as
of November 14, 1991 (the "DISTRIBUTION AGREEMENT"), pursuant to
which, among other things, SIDCO agreed to act as the Distributor with
respect to Shares of the Portfolios of the Trust; and
2. The parties hereto desire to amend the Distribution Agreement on the
terms and subject to the conditions provided herein.
NOW, THEREFORE, in consideration of the premises, covenants, representations
and warranties contained herein and intending to be legally bound hereby, the
parties hereto agree as follows:
1. ARTICLE 6 INDEMNIFICATION OF DISTRIBUTOR AND ARTICLE 7 INDEMNIFICATION OF
TRUST of Distribution Agreement are hereby revised and replaced in their
entirety with the following and subsequent sections of the Distribution
Agreement are renumbered accordingly:
ARTICLE 6. INDEMNIFICATION AND CONTRIBUTION
(a) The Trust will indemnify and hold harmless the Distributor and
each person, if any, who controls the Distributor within the meaning of either
Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934
("Exchange Act") from and against any losses, claims, damages or liabilities,
joint or several, to which the Distributor or controlling person may become
subject, under the 1933 Act, Exchange Act, 1940 Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in the registration statement or any prospectus,
including any summary prospectus (as defined in Rule 498(a)(7) under the 0000
Xxx) or any amendment, supplement or sticker thereto, or any periodic reports
to shareholders, or any document incorporated by reference therein or filed as
an exhibit thereto, or any marketing literature or materials distributed on
behalf of the Trust with respect to the securities covered by the Registration
Statement or Prospectus (the "Covered Documents") or the omission or alleged
omission therefrom of a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse the
Distributor for any legal or other expenses reasonably incurred by the
Distributor in connection with investigating or defending any such action or
claim as such expenses are incurred; provided, however, that the Trust shall
not be liable in any such case to the extent that any such loss, claim, damage
or liability arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission made in the Covered Documents
about the Distributor in reliance upon and in conformity with written
information furnished to the Trust by the Distributor expressly for use
therein. In no case 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 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.
(b) The Distributor will indemnify and hold harmless the Trust and
each person, if any, who controls the Trust within the meaning of either
Section 15 of the Act or Section 20 of the Exchange Act from and against any
losses, claims, damages or liabilities to which the Company may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect
thereof) arise out of a wrongful act or alleged wrongful act of the Distributor
or any of its employees or an untrue statement or alleged untrue statement of a
material fact contained in the Covered Documents or the omission or alleged
omission therefrom of a material fact required to be stated therein or
necessary to make the statements therein not misleading, to the extent, but
only to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in the Covered Document in reliance upon
and in conformity with written information furnished to the Trust by the
Distributor about the Distributor expressly for use therein; and will reimburse
the Trust for any legal or other expenses reasonably incurred by the Trust in
connection with investigating or defending any such action or claim as such
expenses are incurred. In no case is the indemnity of the Distributor in favor
of the Trust or any 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.
(c) Promptly after receipt by an indemnified party under subsection
(a) or (b) above of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party except to the extent such indemnifying party has been
materially prejudiced by such failure. In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the
indemnifying party), and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party under such
subsection for any legal expenses of other counsel or any other expenses, in
each case subsequently incurred by such indemnified party, in connection with
the defense thereof other than reasonable costs of investigation. No
indemnifying party shall, without the written consent of the indemnified party,
effect the settlement or compromise of, or consent to the entry of any judgment
with respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified party is an actual or potential party to such action or claim)
unless such settlement, compromise or judgment (i) includes an unconditional
release of the indemnified party from all liability arising out of such action
or claim and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act, by or on behalf of any indemnified party.
(d) If the indemnification provided for in this Article 6 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities
(or actions in respect thereof) in such proportion as is appropriate to reflect
the relative benefits received by the Trust on the one hand and the Distributor
on the other from the offering of the Shares. If, however, the allocation
provided by the immediately preceding sentence is not permitted by applicable
law or if the indemnified party failed to give the notice required under
subsection (c) above, then each indemnifying party shall contribute to such
amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Trust on the one hand and the Distributor on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities (or actions in respect thereof), as well as any
other relevant equitable considerations. The relative benefits received by the
Trust on the one hand and the Distributor on the other shall be deemed to be in
the same proportion as the amount of gross proceeds received by the Trust from
the offering of the Shares under this Agreement (expressed in dollars) bears to
the total profit to the Distributor and its affiliates from providing services
to the Trust. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Trust on the one hand or the Distributor on the
other and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The Trust and the Distributor agree that it would
not be just and equitable if contributions pursuant to this subsection (d) were
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to above in this
subsection (d). The amount paid or payable by an indemnified party as a result
of the losses, claims, damages or liabilities (or actions in respect thereof)
referred to above in this subsection (d) shall be deemed to include any legal
or other expenses reasonably incurred by such indemnified party in connection
with investigating or defending any such action or claim. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.
(e) The obligations of the Trust under this Article 6 shall be in
addition to any liability which the Trust may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Distributor within the meaning of Section 15 of the 1933 Act; and the
obligations of the Distributor under this Article 6 shall be in addition to any
liability which the Distributor may otherwise have and shall extend, upon the
same terms and conditions, to each officer and trustee of the Trust (including
any person who, with his or her consent, is named in the registration statement
as about to become a trustee of the Trust) and to each person, if any, who
controls the Trust within the meaning of Section 15 of the 1933 Act.
(f) The Trust confirms, represents and warrants that the execution,
delivery and performance of the Agreement, including without limitation the
provisions of this Article 6, have been duly and validly approved by unanimous
affirmative vote of all of the Trustees who are not "interested persons" of the
Trust, within the meaning of the 1940 Act.
2. RATIFICATION OF AGREEMENT. Except as expressly amended and provided
herein, all of the terms, conditions and provisions of the Distribution
Agreement shall continue in full force and effect.
3. COUNTERPARTS. This Amendment may be executed in two or more counterparts,
all of which shall constitute one and the same instrument. Each such
counterpart shall be deemed an original, and it shall not be necessary in
making proof of this Amendment to produce or account for more than one such
counterpart. This Amendment shall be deemed executed by each party when any
one or more counterparts hereof or thereof, individually or taken together,
bears the original, facsimile or scanned signatures of each of the parties.
4. ENTIRE AGREEMENT. The Agreement as modified by this Amendment constitutes
the entire agreement among the parties with respect to the subject matter
contained herein and therein and may only be amended by a writing executed
by all parties.
5. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware without giving effect to
any conflict of laws or choice of laws rules or principles thereof.
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Amendment as of the date set forth above.
THE ADVISORS' INNER CIRCLE FUND SEI INVESTMENTS DISTRIBUTION CO.
By: By:
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Name: Name:
Title: Title: