EXPENSE LIMITATION AGREEMENT
EXPENSE LIMITATION AGREEMENT, dated as of December 13, 2017, by and between AT
Investment Advisers, Inc. (the "Adviser") and The Advisors' Inner Circle Fund
(the "Trust") (the "Agreement"), on behalf of each series of the Trust set forth
in Schedule A attached hereto (each a "Fund," and collectively, the "Funds").
WHEREAS, the Trust is a Massachusetts voluntary association (commonly known as a
business trust) organized under an Agreement and Declaration of Trust, dated
July 18, 1991, as amended and restated as of February 18, 1997 and amended May
15, 2012 (the "Declaration of Trust"), and is registered under the Investment
Company Act of 1940, as amended (the "1940 Act"), as an open-end management
company of the series type, and each Fund is a series of the Trust;
WHEREAS, the Trust and the Adviser have entered into an Investment Advisory
Agreement dated September 3, 2013, as amended from time to time (the "Advisory
Agreement"), pursuant to which the Adviser provides investment advisory services
to each Fund for compensation based on the value of the average daily net assets
of each such Fund;
WHEREAS, each Fund will be the successor to a series of Trust for Professional
Managers ("TPM" and each such series thereof, a "Predecessor Fund"), whereby (i)
each Fund will acquire the assets and assume the liabilities of its
corresponding Predecessor Fund in exchange for Institutional Class shares of the
Fund of equal value to the net assets of the Predecessor Fund and (ii) each
Predecessor Fund will distribute the corresponding Fund shares to its
shareholders, in connection with the liquidation of the Predecessor Fund (each,
a "Reorganization");
WHEREAS, Geneva Advisors, LLC ("Geneva"), the prior investment adviser to each
Predecessor Fund, completed the sale of 100% of its equity to the Adviser's
corporate parent effective August 31, 2017 (the "Transaction");
WHEREAS, Prior to the Transaction, Geneva had been waiving investment advisory
fees and reimbursing Predecessor Fund expenses in an amount necessary to ensure
that each Predecessor Fund's total annual operating expenses (exclusive of
certain expenses) did not exceed 1.10% of the average net assets of each
Predecessor Fund's Class I shares and 1.45% of the average net assets of each
Predecessor Fund's Class R shares (each, a "Predecessor Fund Expense Cap")
pursuant to an expense limitation agreement with TPM (such amounts waived and/or
reimbursed are hereinafter defined as "Geneva Predecessor Fund Waivers and
Reimbursements");
WHEREAS, the Adviser has been serving as investment adviser to each Predecessor
Fund since the closing of the Transaction and has been waiving investment
advisory fees and reimbursing Predecessor Fund expenses in an amount necessary
to maintain each Predecessor Fund's total annual operating expenses at each
Predecessor Fund's Predecessor Fund Expense Cap pursuant to an expense
limitation agreement with TPM and intends to continue to do so until the close
of each Reorganization (such amounts waived and/or reimbursed are hereinafter
defined as "Adviser Predecessor Fund Waivers and Reimbursements" and together
with Geneva Predecessor Fund Waivers and Reimbursements, "Predecessor Fund
Waivers and Reimbursements");
WHEREAS, the Trust and the Adviser have determined that it is appropriate and in
the best interests of each Fund and its shareholders to maintain the expenses of
each Fund at a level below the level to which each such Fund would normally be
subject in order to maintain each Fund's expense ratios at the Maximum Annual
Operating Expense Limit (as hereinafter defined) specified for such Fund in
Schedule A hereto;
WHEREAS, in connection with its obligation to maintain each Fund's expense
ratios at the Maximum Annual Operating Expense Limit, the Adviser shall be
entitled to a Reimbursement Amount (as hereinafter defined), as provided in
Section 2 hereof;
WHEREAS, each of the Trust and the Adviser have agreed that each Reimbursement
Amount shall include Predecessor Fund Waivers and Reimbursements available to be
reimbursed to the Adviser in accordance with the methodology provided in Section
2; and
WHEREAS, this Agreement shall become effective with respect to each Fund as of
the date of the closing of its respective Reorganization.
NOW THEREFORE, the parties hereto agree as follows:
1. EXPENSE LIMITATION.
1.1. APPLICABLE EXPENSE LIMIT. To the extent that the aggregate expenses of
every character incurred by a Fund in any fiscal year, including but not limited
to investment advisory fees of the Adviser (but excluding interest, taxes,
brokerage commissions, acquired fund fees and expenses, other expenditures which
are capitalized in accordance with generally accepted accounting principles,
other extraordinary expenses not incurred in the ordinary course of such Fund's
business and amounts payable pursuant to any plan adopted in accordance with
Rule 12b-1 under the 1940 Act (collectively, "Excluded Expenses")) and expenses
for which payment has been made through the use of all or a portion of brokerage
commissions (or markups or markdowns) generated by that Fund ("Fund Operating
Expenses"), exceed the Maximum Annual Operating Expense Limit, as defined in
Section 1.2 below, such excess amount (the "Excess Amount") shall be the
liability of the Adviser.
1.2. MAXIMUM ANNUAL OPERATING EXPENSE LIMIT. The Maximum Annual Operating
Expense Limit with respect to each Fund shall be the amount specified in
Schedule A based on a percentage of the average daily net assets of each Fund.
That Maximum Annual Operating Expense Limit for each Fund contemplates that
certain expenses for each Fund may be paid through the use of all or a portion
of brokerage commissions (or markups or markdowns) generated by that Fund.
1.3. METHOD OF COMPUTATION. To determine the Adviser's liability with respect to
the Excess Amount, each month the Fund Operating Expenses for each Fund shall be
annualized as of the last day of the month. For the avoidance of doubt, the
parties agree that Fund Operating Expenses shall not include Excluded Expenses.
If the annualized Fund Operating Expenses for any month of a Fund exceed the
Maximum Annual Operating Expense Limit of such Fund, the Adviser shall first
waive or reduce its investment advisory fee for such month by an amount
sufficient to reduce the annualized Fund Operating Expenses to an amount no
higher than the Maximum Annual Operating Expense Limit. If the amount of the
waived or reduced investment advisory fee for any such month is insufficient to
pay the Excess Amount, the Adviser may also remit to the appropriate Fund or
Funds an amount that, together with the waived or reduced investment advisory
fee, is sufficient to pay such Excess Amount.
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1.4. YEAR-END ADJUSTMENT. If necessary, on or before the last day of the first
month of each fiscal year, an adjustment payment shall be made by the
appropriate party in order that the amount of the investment advisory fees
waived or reduced and other payments remitted by the Adviser to the Fund or
Funds with respect to the previous fiscal year shall equal the Excess Amount.
2. REIMBURSEMENT OF FEE WAIVERS AND EXPENSE REIMBURSEMENTS.
2.1. REIMBURSEMENT. If in any year in which the Advisory Agreement is still in
effect and the estimated aggregate Fund Operating Expenses of such Fund for the
fiscal year are less than the Maximum Annual Operating Expense Limit for that
year, the Adviser shall be entitled to reimbursement by such Fund, in whole or
in part as provided below, of the investment advisory fees waived or reduced and
other payments remitted by the Adviser to such Fund pursuant to Section 1 hereof
and for Predecessor Fund Waivers and Reimbursements. The total amount of
reimbursement to which the Adviser may be entitled ("Reimbursement Amount")
shall equal, at any time, the sum of all investment advisory fees previously
waived or reduced by the Adviser and all other payments remitted by the Adviser
to the Fund, pursuant to Section 1 hereof, and for Predecessor Fund Waivers and
Reimbursements made, during any of the previous three (3) fiscal years, less (i)
with respect to a Fund, any reimbursement previously paid by such Fund to the
Adviser, pursuant to this Section 2, with respect to such waivers, reductions,
and payments, and (ii) with respect to a Predecessor Fund, any reimbursements
previously paid by such Predecessor Fund to the Adviser or Geneva with respect
to such Predecessor Fund Waivers and Reimbursements. The Reimbursement Amount
shall not include any additional charges or fees whatsoever, including, e.g.,
interest accruable on the Reimbursement Amount.
2.2. BOARD NOTIFICATION. The Fund shall provide to the Board a quarterly report
of any reimbursements paid to the Adviser pursuant to this Agreement.
2.3. METHOD OF COMPUTATION. To determine each Fund's accrual, if any, to
reimburse the Adviser for the Reimbursement Amount, each month the Fund
Operating Expenses of each Fund shall be annualized as of the last day of the
month. If the annualized Fund Operating Expenses of a Fund for any month are
less than the Maximum Annual Operating Expense Limit of such Fund, such Fund
shall accrue into its net asset value an amount payable to the Adviser
sufficient to increase the annualized Fund Operating Expenses of that Fund to an
amount no greater than the Maximum Annual Operating Expense Limit of that Fund,
provided that such amount paid to the Adviser will in no event exceed the total
Reimbursement Amount. For accounting purposes, amounts accrued pursuant to this
Section 2 shall be a liability of the Fund for purposes of determining the
Fund's net asset value.
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2.4. PAYMENT AND YEAR-END ADJUSTMENT. Amounts accrued pursuant to this Agreement
shall be payable to the Adviser as of the last day of each month. If necessary,
on or before the last day of the first month of each fiscal year, an adjustment
payment shall be made by the appropriate party in order that the actual Fund
Operating Expenses of a Fund for the prior fiscal year (including any
reimbursement payments hereunder with respect to such fiscal year) do not exceed
the Maximum Annual Operating Expense Limit.
3. TERM AND TERMINATION OF AGREEMENT.
This Agreement shall continue in effect with respect to each Fund until the date
indicated on Schedule A ("Initial Term End Date") and shall thereafter continue
in effect from year to year for successive one-year periods, provided that this
Agreement may be terminated, without payment of any penalty:
(i) by the Trust, for any reason and at any time;
(ii) by the Adviser, for any reason, upon ninety (90) days' prior written
notice to the Trust at its principal place of business, such
termination to be effective as of the close of business on the Initial
Term End Date or as of the close of business on the last day of the
then-current one-year period, as appropriate, or at such earlier time
provided that such termination is approved by majority vote of the
Trustees and the Independent Trustees voting separately; and
(iii) automatically upon the termination of the Advisory Agreement.
4. MISCELLANEOUS.
4.1. CAPTIONS. The captions in this Agreement are included for convenience of
reference only and in no other way define or delineate any of the provisions
hereof or otherwise affect their construction or effect.
4.2. INTERPRETATION. Nothing herein contained shall be deemed to require the
Trust or the Funds to take any action contrary to the Trust's Declaration of
Trust or By-Laws, or any applicable statutory or regulatory requirement to which
it is subject or by which it is bound, or to relieve or deprive the Trust's
Board of Trustees of its responsibility for and control of the conduct of the
affairs of the Trust or the Funds. The parties to this Agreement acknowledge and
agree that all litigation arising hereunder, whether direct or indirect, and of
any and every nature whatsoever shall be satisfied solely out of the assets of
the affected Fund and that no Trustee, officer or holder of shares of beneficial
interest of the Fund shall be personally liable for any of the foregoing
liabilities. The Trust's Declaration of Trust, as amended from time to time, is
on file in the Office of the Secretary of State of the Commonwealth of
Massachusetts. Such Declaration of Trust describes in detail the respective
responsibilities and limitations on liability of the Trustees, officers, and
holders of shares of beneficial interest.
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4.3. DEFINITIONS. Any question of interpretation of any term or provision of
this Agreement, including but not limited to the investment advisory fee, the
computations of net asset values, and the allocation of expenses, having a
counterpart in or otherwise derived from the terms and provisions of the
Advisory Agreement or the 1940 Act, shall have the same meaning as and be
resolved by reference to such Advisory Agreement or the 0000 Xxx.
4.4. ENFORCEABILITY. Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction be ineffective
to the extent of such invalidity or unenforceability without rendering invalid
or unenforceable the remaining terms or provisions of this Agreement or
affecting the validity or enforceability of any of the terms or provisions of
this Agreement in any other jurisdiction.
4.5. GOVERNING LAW AND JURISDICTION. This Agreement shall be governed by and
construed in accordance with the substantive laws of the Commonwealth of
Massachusetts without giving effect to the conflicts of law principles thereof,
and the parties consent to the jurisdiction of courts, both state or federal, in
the Commonwealth of Massachusetts, with respect to any dispute under this
Agreement.
4.6. AMENDMENT. This Agreement may not be amended except pursuant to a writing
signed by the parties hereto and in accordance with the 1940 Act, when
applicable.
4.7. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute or rule, or shall be otherwise rendered
invalid, the remainder of this Agreement shall not be affected thereby.
4.8. ENTIRE AGREEMENT. This Agreement, including any schedules hereto (each of
which is incorporated herein and made a part hereof by these references),
represents the entire agreement and understanding of the parties hereto, and
shall supersede any prior agreements.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their
respective officers thereunto duly authorized, as of the day and year first
above written.
THE ADVISORS INNER CIRCLE FUND,
on behalf of each series of the Trust set forth in Schedule A
/s/ Xxxxxx X. Xxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxx
Title: Vice President and Secretary
AT INVESTMENT ADVISERS, INC.
/s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Managing Director
- Signature Page -
ATIA Expense Limitation Agreement
AT All Cap Growth Fund and AT Equity Income Fund
SCHEDULE A
MAXIMUM ANNUAL OPERATING EXPENSE LIMITS
This Agreement relates to the following Funds of the Trust:
MAXIMUM ANNUAL OPERATING
NAME OF FUND EXPENSE LIMIT INITIAL TERM END DATE
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AT All Cap Growth Fund 1.10% February 28, 2020
AT Equity Income Fund 1.10% February 28, 2020
