Exhibit 5.F
INVESTMENT ADVISORY AGREEMENT
THE ADVISORS' INNER CIRCLE FUND
AGREEMENT made this 21st day of November, 1994 by and between The
Advisors' Inner Circle Fund, a Massachusetts business trust (the "Trust"), and
AIG Capital Management Corp. (the "Adviser").
WHEREAS, the Trust is an open-end, diversified management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"), consisting of several series of shares, each having its own
investment policies;
WHEREAS, the Trust has retained SEI Financial Management Corporation
(the "Administrator") to provide administration of the Trust's operations,
subject to the control of the Board of Trustees; and
WHEREAS, the Trust desires to retain the Adviser to render investment
management services with respect to its AIG Money Market Fund portfolio (the
"AIG Portfolio"), and the Adviser is willing to render such services.
NOW, THEREFORE, in consideration of mutual covenants herein contained,
the parties hereto agree as follows:
1. Duties of the Adviser. The Trust employs the Adviser to manage
the investment and reinvestment of the assets, and to
continuously review, supervise, and administer the investment
program of the AIG Portfolio, to determine in its discretion
the securities to be purchased or sold, to provide the
Administrator and the Trust with records concerning the
Adviser's activities which the Trust is required to maintain,
and to render regular reports to the Administrator and to the
Trust's officers and Trustees concerning the Adviser's
discharge of the foregoing responsibilities.
The Adviser shall discharge the foregoing responsibilities
subject to the control of the Board of Trustees of the Trust
and in compliance with such policies as the Trustees may from
time to time establish, and in compliance with the objectives,
policies, and limitations for the AIG Portfolio set forth in
the Trust's prospectus and statement of additional information
as amended from time to time, and applicable laws and
regulations.
The Adviser accepts such employment and agrees, at its own
expense, to render the services and to provide the office
space, furnishings and equipment and the personnel required by
it to perform the services on the terms and for the
compensation provided herein.
2. Portfolio Transactions. The Adviser is authorized to select
the brokers or dealers that will execute the purchases and
sales of portfolio securities for the AIG Portfolio and is
directed to use its best efforts to obtain the best net
results as described in the Trust's prospectus and statement
of additional information from time to time. The Adviser will
promptly communicate to the Administrator and to the officers
and the Trustees of the Trust such information relating to
portfolio transactions as they may reasonably request.
It is understood that the Adviser will not be deemed to have
acted unlawfully, or to have breached a fiduciary duty to the
Trust or be in breach of any obligation owing to the Trust
under this Agreement, or otherwise, solely by reason of its
having directed a securities transaction on behalf of the
Trust to a broker-dealer in compliance with the provisions of
Section 28(e) of the Securities Exchange Act of 1934.
3. Compensation of the Adviser. For the services to be rendered
by the Adviser as provided in Sections 1 and 2 of this
Agreement, the Trust shall pay to the Adviser compensation at
the rate specified in the Schedule which is attached hereto
and made a part of this Agreement. Such compensation shall be
paid to the Adviser at the end of each month, and calculated
by applying a daily rate, based on the annual percentage rates
as specified in the attached Schedule, to the assets. The fee
shall be based on the average daily net assets for the month
involved.
All rights of compensation under this Agreement for services
performed as of the termination date shall survive the
termination of this Agreement.
4. Other Expenses. The Adviser shall pay all expenses of
preparing (including typesetting), printing and mailing
reports, prospectuses, statements of additional information,
and sales literature to prospective clients to the extent
these expenses are not borne by the Trust under a distribution
plan adopted pursuant to Rule 12b-1.
5. Excess Expenses. If the expenses for the AIG Portfolio for any
fiscal year (including fees and other amounts payable to the
Adviser, but excluding interest, taxes, brokerage costs,
litigation, and other extraordinary costs) as calculated every
business day would exceed the expense limitations imposed on
investment companies by any applicable statute or regulatory
authority of any jurisdiction in which Shares are qualified
for offer and sale, the Adviser shall bear such excess cost.
However, the Adviser will not bear expenses of the Trust or
the AIG Portfolio which would result in the Trust's inability
to qualify as a regulated investment company under provisions
of the Internal Revenue Code. Payment of expenses by the
Adviser pursuant to this Section 5 shall be settled on a
monthly basis (subject to fiscal year end reconciliation) by a
reduction in the fee payable to the Adviser for such month
pursuant to Section 3 and, if such reduction shall be
insufficient to offset such expenses, by reimbursing the
Trust.
6. Reports. The Trust and the Adviser agree to furnish to each
other, if applicable, current prospectuses, proxy statements,
reports to shareholders, certified copies of their financial
statements, and such other information with regard to their
affairs as each may reasonably request.
7. Status of the Adviser. The services of the Adviser to the
Trust are not to be deemed exclusive, and the Adviser shall be
free to render similar services to others so long as its
services to the Trust are not impaired thereby. The Adviser
shall be deemed to be an independent contractor and shall,
unless otherwise expressly provided or authorized, have no
authority to act for or represent the Trust in any way or
otherwise be deemed an agent of the Trust.
8. Certain Records. Any records required to be maintained and
preserved pursuant to the provisions of Rule 31a-1 and Rule
31a-2 promulgated under the 1940 Act which are prepared or
maintained by the Adviser on behalf of the Trust are the
property of the Trust and will be surrendered promptly to the
Trust on request.
9. Limitation of Liability of the Adviser. (a) The duties of the
Adviser shall be confined to those expressly set forth herein,
and no implied duties are assumed by or may be asserted
against the Adviser hereunder. The Adviser shall not be liable
for any error of judgment or mistake of law or for any loss,
liability, claim,
damage or expense arising out of any investment or for any act
or omission in carrying out its duties hereunder, except a
loss resulting from a breach of fiduciary duty with respect to
the receipt of compensation for services (in which case any
award of damages shall be limited to the period and amount set
forth in Section 36(b)(3) of the 1940 Act), or a loss,
liability, claim, damage or expense resulting from willful
misfeasance, bad faith or gross negligence in the performance
of its duties, or by reason of reckless disregard of its
obligations and duties hereunder, except as may otherwise be
provided under provisions of applicable state law which cannot
be waived or modified hereby. As used in this Section 9, the
term "Adviser" shall include directors, officers, employees
and other corporate agents and affiliates of the Adviser as
well as that corporation itself.
(b) Notwithstanding clause (a) of this Section 9, the Trust,
utilizing solely the assets of the AIG Portfolio, shall
indemnify the Adviser from, and hold it harmless against, any
and all losses, liabilities, claims, damages or expenses
(including, without limitation, amounts paid in settlement,
court costs, and reasonable fees and disbursements of counsel
incurred in connection with any pending or threatened
investigation, litigation or other proceedings) to which the
Adviser may become subject under the Securities Act of 1933,
the Securities Exchange Act of 1934 or the Investment Advisers
Act of 1940, each as amended, under the 1940 Act, under any
other statute, common law or otherwise, arising out of or by
reason of any investigation, litigation or other proceeding
brought or threatened, arising out of any untrue statement or
alleged untrue statement of a material fact supplied by a
party other than the Adviser and contained in the Registration
Statement or prospectus or statement of additional information
covering shares of the AIG Portfolio, or any amendment thereof
or any supplement thereto, provided, however, that in no case
shall the Adviser be indemnified where such loss, liability,
claim, damage or expense is based upon the Adviser's willful
misfeasance, gross negligence, bad faith or reckless disregard
of its duties hereunder or under law.
(c) In order that the indemnification provision contained
herein shall apply, however, it is understood that if in any
case the Trust may be asked to indemnify or hold the Adviser
harmless, a determination must be made either by a vote of a
majority of the disinterested Trustees or by opinion of
independent legal counsel that indemnification is available.
In addition, the Trust shall be fully and promptly advised of
all pertinent facts concerning the situation in question, and
it is further understood that the Adviser will use all
reasonable care to identify and notify the Trust promptly
concerning any situation which presents or appears likely to
present the probability of such a claim for indemnification
against the Trust, but failure to do so in good faith shall
not affect the Adviser's rights hereunder.
10. Permissible Interests. Trustees, agents, and
shareholders of the Trust are or may be interested in the
Adviser (or any successor thereof) as directors, partners,
officers, or shareholders, or otherwise; directors, partners,
officers, agents, and shareholders of the Adviser are or may
be interested in the Trust as Trustees, shareholders or
otherwise; and the Adviser (or any successor) is or may be
interested in the Trust as a shareholder or otherwise. In
addition, brokerage transactions for the Trust may be effected
through affiliates of the Adviser if approved by the Board of
Trustees, subject to the rules and regulations of the
Securities and Exchange Commission.
11. Duration and Termination. This Agreement, unless sooner
terminated as provided herein, shall remain in effect until
November 21, 1996, and thereafter, for periods of one year so
long as such continuance thereafter is specifically approved
at least annually (a) by the vote of a majority of those
Trustees of the Trust who are not parties to this Agreement or
interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such approval, and
(b) by the Trustees of the Trust or by vote of a majority of
the outstanding voting securities of the AIG Portfolio;
provided, however, that if the shareholders of the AIG
Portfolio fail to approve the Agreement as provided herein,
the Adviser may continue to serve hereunder in the manner and
to the extent permitted by the 1940 Act and rules and
regulations thereunder. The foregoing requirement that
continuance of this Agreement be "specifically approved at
least annually" shall be construed in a manner consistent with
the 1940 Act and the rules and regulations thereunder.
This Agreement may be terminated as to the AIG Portfolio at
any time, without the payment of any penalty by vote of a
majority of the Trustees of the Trust or by vote of a majority
of the outstanding voting securities of the AIG Portfolio on
not less than 30 days nor more than 60 days written notice to
the Adviser, or by the Adviser at any time without the payment
of any penalty, on 90 days written notice to the Trust. This
Agreement will automatically and immediately terminate in the
event of its assignment. Any notice under this Agreement shall
be given in writing, addressed and delivered, or mailed
postpaid, to the other party at any office of such party. As
used in this Section 11, the terms "assignment", "interested
persons", and a "vote of a majority of the outstanding voting
securities" shall have the respective meanings set forth in
the 1940 Act and the rules and regulations
thereunder; subject to such exemptions as may be
granted by the Securities and Exchange Commission under said
Act.
12. Use of Word "AIG" in the Name of the AIG Portfolio. The Trust
acknowledges that the name "AIG" has become distinctive in
connection with investment advisory and related services
provided by the Adviser and the word "AIG" in the name of the
AIG Portfolio is understood to be used by the Trust with the
Adviser's consent, and the Adviser hereby grants to the Trust
a non-exclusive license to use the name "AIG Money Market
Fund" upon the conditions hereinafter set forth; provided that
the Trust may use such name only so long as the Adviser shall
be retained as the investment manager of the Trust with
respect to the AIG Portfolio pursuant to the terms of this
Agreement. Any such use by the Trust shall in no way prevent
the Adviser or any of its successors, assigns or affiliates
from using or permitting the use of the word "AIG" or the name
"AIG Money Market Fund" with any other word or words, for, by
or in connection with any other entity or business, other than
the Trust or its business, whether or not the same directly
competes or conflicts with the Trust or its business in any
manner. The Trust acknowledges that the Trust shall use the
word "AIG" for the period set forth herein in a manner not
inconsistent with AIG's interests and that the Trust's rights
in the word "AIG" are limited to the use of the word "AIG" as
a component of the legal name of the AIG Portfolio and in
connection with accurately describing the activities of the
AIG Portfolio. In the event that the Adviser shall cease to be
the investment manager of the AIG Portfolio, the Trust at its
own expense, upon the Adviser's written request, (i) shall
amend the name of the AIG Portfolio to delete from its name
the word "AIG" and shall thereafter cease to use the word
"AIG" or any combination thereof as part of the name of the
AIG Portfolio or for any other commercial purpose (other than
the right to refer to its former name in the prospectus
relating to the Trust for a one year period after such name
change), (ii) shall, in connection with such amendment, inform
shareholders of the AIG Portfolio that the Adviser has ceased
to be the investment adviser of the AIG Portfolio, and (iii)
shall use reasonable efforts to cause the Trust's officers,
Trustees, and shareholders to take any and all actions which
may be necessary to effect the foregoing and to reconvey to
the Adviser all rights which the Trust may have to such word.
The Trust and the Adviser agree to take any and all actions as
may be reasonably necessary to effect the foregoing.
The Adviser hereby agrees and consents to the use of the word
"AIG" upon the foregoing terms and conditions.
13. Notice. 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 000 Xxxx Xxxxxxxxxx Xxxx, Xxxxx, XX 00000 and if
to the Adviser at: 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
14. Severability. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be
affected thereby.
15. Governing Law. This Agreement shall be governed by the
internal laws of the Commonwealth of Massachusetts, without
regard to conflict of law principles; provided, however, that
nothing herein shall be construed as being inconsistent with
the 1940 Act.
16. Entire Agreement. This Agreement embodies the entire agreement
and understanding between the parties hereto, and supersedes
all prior agreements and understandings relating to this
Agreement's subject matter. This Agreement may be executed in
any number of counterparts, each of which shall be deemed to
be an original, but such counterparts shall together,
constitute only one instrument.
A copy of the Agreement and 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 instrument is executed on behalf of the Trustees of the
Trust as Trustees, and is not binding upon any of the Trustees, officers, or
shareholders of the Trust individually but binding only upon the assets and
property of the AIG Portfolio 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
Adviser shall look only to the assets of the AIG Portfolio for payment of fees
for services rendered to the AIG Portfolio.
IN WITNESS WHEREOF, the parties hereto have caused this Investment Advisory
Agreement to be executed as of the day and year first written above.
THE ADVISORS' INNER CIRCLE FUND
By:
------------------------------------
Name:
Title:
Attest:
------------------------------------
AIG CAPITAL MANAGEMENT CORP.
By:
------------------------------------
Name:
Title:
Attest:
------------------------------------
Schedule A dated November 21, 1994
to the
Investment Advisory Agreement dated
November 21, 1994
between
The Advisors' Inner Circle Fund
and
AIG Capital Management Corp.
Pursuant to Article 3, the Trust shall pay the Adviser compensation at an annual
rate as follows:
Portfolio Fee (in basis points)
AIG Money Market Fund .25%
