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EXHIBIT D 10
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this __st day of December, 2000, by and between The
Advisors' Inner Circle Fund, a Massachusetts business trust (the "Trust"), and
Sterling Capital Management LLC, a North Carolina limited liability company
(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; and
WHEREAS, the Trust desires to retain the Adviser to render investment
management services with respect to such portfolios (each a "Portfolio", and
collectively, the "Portfolios") as the Trust and the Adviser may agree upon and
are listed in the Schedule attached hereto, 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
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investment and reinvestment of the assets, and to continuously review,
supervise, and administer the investment program of the 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 set
forth in the Portfolio'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
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brokers or dealers that will execute the purchases and sales of
portfolio securities for the Portfolio and is directed to use its best
efforts to obtain the best net results as described from time to time
in the Portfolio's prospectus and statement of additional information.
The Adviser will promptly communicate to the Administrator, the
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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, 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 or
as described from time to time by the Portfolio's prospectus and
statement of additional information.
3. Compensation of the Adviser. For the services to be rendered by the
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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(s) which are 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(s), 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, not otherwise
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paid by third parties, of printing and mailing reports, prospectuses,
statements of additional information, and sales literature relating to
the solicitation of prospective clients. The Trust shall pay all
expenses relating to mailing to existing shareholders prospectuses,
statements of additional information, proxy solicitation material and
shareholder reports.
5. Excess Expenses. If the expenses for the Portfolio for any fiscal
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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 of
the Portfolio are qualified for offer and sale, the Adviser shall bear
such excess cost.
However, the Adviser will not bear Portfolio expenses which would
result in the Portfolio'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.
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6. Reports. The Trust and the Adviser agree to furnish to each other, if
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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
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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
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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. The duties of the Adviser
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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 arising out of any investment or for
any act or omission in carrying out its duties hereunder, except a
loss 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 or Federal
securities law which cannot be waived or modified hereby. (As used in
this Paragraph 9, the term "Adviser" shall include directors,
officers, employees and other corporate agents of the Adviser as well
as that corporation itself.)
10. Permissible Interests. Trustees, agents, and shareholders of the
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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. License of the Adviser's Name. The Adviser hereby agrees to grant a
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license to the Trust for use of its name in the name of the Portfolio
and such other portfolios as the Trust and Adviser may agree upon for
the term of this Agreement and such license shall terminate upon
termination of this Agreement.
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12. Duration and Termination. This Agreement, unless sooner terminated as
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provided herein, shall remain in effect until two years from date of
execution, 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 Portfolio;
provided, however, that if the shareholders of the 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 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 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 their 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.
14. Change in the Adviser's Ownership. The Adviser agrees that it shall
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notify the Trust of any change in the ownership of the Adviser within
a reasonable time after such change.
15. Notice. Any notice required or permitted to be given by either party
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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 One Freedom Valley Road,
Oaks, Pennsylvania 19456 and if to the Adviser, at One First Union
Center, 301 S. College Street, Suite 3200, Charlotte, North Carolina
28202.
16. Severability. If any provision of this Agreement shall be held or
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made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.
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17. Governing Law. This Agreement shall be governed by the internal laws
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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.
A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary 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
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 Portfolio for payment of fees for
services rendered to the Portfolio.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed as of the day and year first written above.
THE ADVISORS' INNER CIRCLE FUND
By: ___________________________________
Attest: ______________________________
STERLING CAPITAL MANAGEMENT LLC
By: ___________________________________
Attest: ______________________________
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Schedule to the
Investment Advisory Agreement
between
The Advisors' Inner Circle Fund
and
Sterling Capital Management LLC
Pursuant to Article 3, the Trust shall pay the Adviser compensation at an annual
rate as follows:
Portfolio Fee:
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Sterling Partners' Balanced Portfolio 0.75%
Sterling Partners' Small Cap Value Portfolio 1.00%
