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Exhibit M
DISTRIBUTION PLAN
THE ADVISORS' INNER CIRCLE FUND
WHEREAS, The Advisors' Inner Circle Fund (the "Trust") is engaged in
business as an open-end investment company registered under the Investment
Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trustees of the Trust have determined that there is a
reasonable likelihood that the following Distribution Plan will benefit the
Trust and the owners of units (the "shares") of beneficial interest (the
"Shareholders") in the Trust;
NOW, THEREFORE, the Trustees of the Trust hereby adopt this Distribution
Plan pursuant to Rule 12b-1 under the 1940 Act.
Section 1. The Trust has adopted this Distribution Plan (the "Plan") to
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enable the Trust to directly or indirectly bear expenses relating to the
distribution of certain of the classes of shares of certain of the portfolios of
the Trust (each, a "Portfolio") as may, from time to time, be added to the Plan
and listed on Schedule A attached hereto.
Section 2. The Trust will pay the Distributor of each such class of shares
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a fee at the annual rate specified on Schedule A hereto. The Distributor may
retain all or a part of this fee as compensation for distribution or shareholder
services it provides or it may use such fees for compensation of broker/dealers
and other financial institutions and intermediaries that provide distribution or
shareholder services as specified by the Distributor. The actual fee to be paid
by the Distributor to broker/dealers and financial institutions and
intermediaries will be negotiated based on the extent and quality of services
provided.
Section 3. This Plan shall not take effect as to a class of shares of a
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Portfolio until it has been approved (a) by a vote of at least a majority of the
outstanding shares of such class; and (b) together with any related agreements,
by votes of the majority of both (i) the Trustees of the Trust and (ii) the
Qualified Trustees (as defined herein), cast in person at a Board of Trustees
meeting called for the purpose of voting on this Plan or such agreement.
Section 4. This Plan shall continue in effect for a period of more than one
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year after it takes effect only for so long as such continuance is specifically
approved at least annually in the manner provided in Part (b) of Section 3
herein for the approval of this Plan.
Section 5. Any person authorized to direct the disposition of monies paid
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or payable by the Trust pursuant to this Plan or any related agreement shall
provide to the Trustees of the Trust, at least quarterly, a written report of
the amounts so expended and the purposes for which such expenditures were made.
Section 6. This Plan may be terminated at any time by the vote of a
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majority of the Qualified Trustees or, with respect to any such class of shares
of a Portfolio, by vote of a
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majority of the outstanding shares of the class. Termination by the Shareholders
of any class of a Portfolio will not affect the validity of this Plan with
respect to the shares of any other class of the Portfolio.
Section 7. All agreements with any person relating to implementation of
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this Plan shall be in writing, and any agreement related to this Plan shall
provide (a) that such agreement may be terminated at any time, without payment
of any penalty, by the vote of a majority of the Qualified Trustees or with
respect to shares of any class of a Portfolio, by vote of a majority of the
outstanding shares of such class, on not more than 60 days written notice to any
other party to the agreement; and (b) that such agreement shall terminate
automatically in the event of its assignment.
Section 8. This Plan may be amended in the manner provided in Part (b) of
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Section 3 herein for the approval of this Plan; provided, however, that the Plan
may not be amended to increase materially the amount of distribution expenses
permitted pursuant to Section 2 hereof with respect to the shares of any class
of a Portfolio without the approval of a majority of the outstanding shares of
such class.
Section 9. While this Plan is in effect, the selection and nomination of
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those Trustees who are not interested persons of the Trust shall be committed to
the discretion of the Trustees then in office who are not interested persons of
the Trust.
Section 10. As used in this Plan, (a) the term "Qualified Trustees" shall
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mean those Trustees of the Trust who are not interested persons of the Trust,
and have no direct or indirect financial interest in the operation of this Plan
or any agreements related to it, and (b) the terms "assignment" and "interested
person" shall have the respective meanings specified in the 1940 Act and the
rules and regulations thereunder, subject to such exemptions as may be granted
by the Securities and Exchange Commission.
Section 11. This Plan shall not obligate the Trust or any other party to
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enter into an agreement with any particular person.
August 8, 1994
As Revised August 14, 2000
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THE ADVISORS' INNER CIRCLE FUND
SCHEDULE A
DATED AUGUST 8, 1994, AS AMENDED AUGUST 14, 2000
TO THE DISTRIBUTION PLAN DATED AUGUST 8, 1994,
AS AMENDED AUGUST 14, 2000
Subject to any limitations imposed by Rule 2830 of the NASD's Conduct
Rules, the Distributor shall receive Rule 12b-1 fees, which shall be paid on a
monthly basis. These fees will be calculated based on the annual rate set forth
below, as applied to the average daily net assets of the respective Portfolios.
<TABLE>
<CAPTION>
Portfolio Class of Shares Fee
<S> <C> <C>
AIG Money Market Fund B .35%
CRA Realty Shares Portfolio A .25%
HGK Equity Value Fund .25%
GLB New Opportunity Growth Fund .25%
</TABLE>
