INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT (the "Agreement") made as of this ___th day of
______, 201__ by and between THE ADVISORS' INNER CIRCLE FUND II (the "Trust"),
a Massachusetts voluntary association (commonly known as a business trust)
registered as an investment company under the Investment Company Act of 1940,
as amended (the "1940 Act"), and STW FIXED INCOME MANAGEMENT LLC (the
"Adviser"), a Delaware limited liability company with its principal place of
business at 0000 Xxxxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxxx 00000.
W I T N E S S E T H
WHEREAS, the Board of Trustees (the "Board") of the Trust has selected the
Adviser to act as investment adviser to the Trust on behalf of the series set
forth on Schedule A to this Agreement (the "Funds"), as such Schedule may be
amended from time to time upon mutual agreement of the parties, and to provide
certain related services, as more fully set forth below, and to perform such
services under the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and benefits set forth
herein, the Trust and the Adviser do hereby agree as follows:
1. The Adviser's Services.
(a) Discretionary Investment Management Services. The Adviser shall act as
investment adviser with respect to the Funds. In such capacity, the Adviser
shall, subject to the supervision of the Board, regularly provide the Funds
with investment research, advice and supervision and shall furnish continuously
an investment program for each Fund, consistent with the investment objectives
and policies of each Fund. The Adviser shall determine, from time to time, what
securities shall be purchased for a Fund, what securities shall be held or sold
by a Fund and what portion of a Fund's assets shall be held uninvested in cash,
subject always to the provisions of the Trust's Agreement and Declaration of
Trust, By-Laws and its registration statement on Form N-1A (the "Registration
Statement") under the 1940 Act, and under the Securities Act of 1933, as
amended (the "1933 Act"), covering Fund shares, as filed with the Securities
and Exchange Commission (the "Commission"), and to the investment objectives,
policies and restrictions of the Funds, as each of the same shall be from time
to time in effect. To carry out such obligations, the Adviser shall exercise
full discretion and act for the Funds in the same manner and with the same
force and effect as a Fund itself might or could do with respect to purchases,
sales or other transactions, as well as with respect to all other such things
necessary or incidental to the furtherance or conduct of such purchases, sales
or other transactions. No reference in this Agreement to the Adviser having
full discretionary authority over a Fund's investments shall in any way limit
the right of the Board, in its sole discretion, to establish or revise policies
in connection with the management of a Fund's assets or to otherwise exercise
its right to control the overall management of a Fund.
(b) Compliance. The Adviser agrees to comply with the requirements of the 1940
Act, the Investment Advisers Act of 1940, as amended (the "Advisers Act"), the
1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), the
Commodity Exchange Act and the respective rules and regulations thereunder, as
applicable, as well as with all other applicable federal and state laws, rules,
regulations and case law that relate to the services and relationships
described hereunder and to the conduct of its business as a registered
investment adviser. The Adviser also agrees to comply with the objectives,
policies and restrictions set forth in the Registration Statement, as amended
or supplemented, of the Funds, and with any policies, guidelines, instructions
and procedures approved by the Board and provided to the Adviser. In selecting
a Fund's portfolio securities and performing the Adviser's obligations
hereunder, the Adviser shall cause the Funds to comply with the diversification
and source of income requirements of Subchapter M of the Internal Revenue Code
of 1986, as amended (the "Code"), for qualification as a regulated investment
company. The Adviser shall maintain compliance procedures that it reasonably
believes are adequate to ensure its compliance with the foregoing. No
supervisory activity undertaken by the Board shall limit the Adviser's full
responsibility for any of the foregoing.
(c) Proxy Voting. The Board has the authority to determine how proxies with
respect to securities that are held by each Fund shall be voted, and the Board
has initially determined to delegate the authority and responsibility to vote
proxies for a Fund's securities to the Adviser. So long as proxy voting
authority for each Fund has been delegated to the Adviser, the Adviser shall
exercise its proxy voting responsibilities. The Adviser shall carry out such
responsibility in accordance with any instructions that the Board shall provide
from time to time, and at all times in a manner consistent with Rule 206(4)-6
under the Advisers Act and its fiduciary responsibilities to the Trust. The
Adviser shall provide periodic reports and keep records relating to proxy
voting as the Board may reasonably request or as may be necessary for the Funds
to comply with the 1940 Act and other applicable law. Any such delegation of
proxy voting responsibility to the Adviser may be revoked or modified by the
Board at any time.
The Adviser is authorized to instruct the Funds' custodian and/or broker(s) to
forward promptly to the Adviser or designate service provider copies of all
proxies and shareholder communications relating to securities held in the
portfolio of a Fund (other than materials relating to legal proceedings against
a Fund). The Adviser may also instruct the Funds' custodian and/or broker(s)
to provide reports of holdings in the portfolio of the Funds. The Adviser has
the authority to engage a service provided to assist with administrative
functions related to voting Fund proxies. The Trust shall direct the Funds'
custodian and/or broker(s) to provide any assistance requested by the Adviser
in facilitating the use of a service provider. In no event shall the Adviser
have any responsibility to vote proxies that are not received on a timely
basis. The Trust acknowledges that the Adviser, consistent with the Adviser's
written proxy voting policies and procedures, may refrain from voting a proxy
if, in the Adviser's discretion, refraining from voting would be in the best
interests of the Funds and their shareholders.
(d) Recordkeeping. The Adviser shall not be responsible for the provision of
administrative, bookkeeping or accounting services to the Funds, except as
otherwise provided herein or as may be necessary for the Adviser to supply to
the Trust or its Board the information required to be supplied under this
Agreement.
The Adviser shall maintain separate books and detailed records of all matters
pertaining to Fund assets advised by the Adviser required by Rule 31a-1 under
the 1940 Act (other than those records being maintained by any administrator,
custodian or transfer agent appointed by the Funds) relating to its
responsibilities provided hereunder with respect to the Funds, and shall
preserve such records for the periods and in a manner prescribed therefore by
Rule 31a-2 under the 1940 Act (the "Fund Books and Records"). The Fund Books
and Records shall be available to the Board at any time upon request, shall be
delivered to the Trust upon the termination of this Agreement and shall be
available without delay during any day the Trust is open for business.
(e) Holdings Information and Pricing. The Adviser shall provide regular
reports regarding Fund holdings, and may, on its own initiative, furnish the
Trust and its Board from time to time with whatever information the Adviser
believes is appropriate for this purpose. The Adviser agrees to notify the
Trust promptly if the Adviser reasonably believes that the value of any
security held by the Funds may not reflect fair value. The Adviser agrees to
provide upon request any pricing information of which the Adviser is aware to
the Trust, its Board and/or any Fund pricing agent to assist in the
determination of the fair value of any Fund holdings for which market
quotations are not readily available or as otherwise required in accordance
with the 1940 Act or the Trust's valuation procedures for the purpose of
calculating a Fund's net asset value in accordance with procedures and methods
established by the Board.
(f) Cooperation with Agents of the Trust. The Adviser agrees to cooperate with
and provide reasonable assistance to the Trust, any Trust custodian or foreign
sub-custodians, any Trust pricing agents and all other agents and
representatives of the Trust with respect to such information regarding the
Funds as such entities may reasonably request from time to time in the
performance of their obligations, provide prompt responses to reasonable
requests made by such persons and establish appropriate interfaces with each so
as to promote the efficient exchange of information and compliance with
applicable laws and regulations.
2. Code of Ethics. The Adviser has adopted a written code of ethics that it
reasonably believes complies with the requirements of Rule 17j-1 under the 1940
Act, which it has provided to the Trust. The Adviser shall ensure that its
Access Persons (as defined in the Adviser's Code of Ethics) comply in all
material respects with the Adviser's Code of Ethics, as in effect from time to
time. Upon request, the Adviser shall provide the Trust with a (i) copy of the
Adviser's current Code of Ethics, as in effect from time to time, and (ii)
certification that it has adopted procedures reasonably necessary to prevent
Access Persons from engaging in any conduct prohibited by the Adviser's Code of
Ethics. Annually, the Adviser shall furnish a written report, which complies
with the requirements of Rule 17j-1, concerning the Adviser's Code of Ethics to
the Trust's Board. The Adviser shall respond to requests for information from
the
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Trust as to violations of the Code by Access Persons and the sanctions imposed
by the Adviser. The Adviser shall immediately notify the Trust of any material
violation of the Code, whether or not such violation relates to a security held
by the Funds.
3. Information and Reporting. The Adviser shall provide the Trust and its
officers with such periodic reports concerning the obligations the Adviser has
assumed under this Agreement as the Trust may from time to time reasonably
request.
(a) Notification of Breach / Compliance Reports. The Adviser shall notify the
Trust's chief compliance officer immediately upon detection of (i) any material
failure to manage the Funds in accordance with its investment objectives and
policies or any applicable law; or (ii) any material breach of any of the
Funds' or the Adviser's policies, guidelines or procedures. In addition, the
Adviser shall provide a quarterly report regarding the Funds' compliance with
its investment objectives and policies, applicable law, including, but not
limited to the 1940 Act and Subchapter M of the Code, and the Funds' policies,
guidelines or procedures as applicable to the Adviser's obligations under this
Agreement. The Adviser agrees to correct any such failure promptly and to take
any action that the Board may reasonably request in connection with any such
breach. Upon request, the Adviser shall also provide the officers of the Trust
with supporting certifications in connection with such certifications of Fund
financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx
Act. The Adviser will promptly notify the Trust in the event (i) the Adviser
is served or otherwise receives notice of any action, suit, proceeding, inquiry
or investigation, at law or in equity, before or by any court, public board, or
body, involving the affairs of the Trust (excluding class action suits in which
a Fund is a member of the plaintiff class by reason of a Fund's ownership of
shares in the defendant) or the compliance by the Adviser with the federal or
state securities laws or (ii) an actual change in control of the Adviser
resulting in an "assignment" (as defined in the 1940 Act) has occurred or is
otherwise proposed to occur.
(b) Board and Filings Information. The Adviser will provide the Trust with any
information reasonably requested regarding its management of the Funds required
for any meeting of the Board, or for any shareholder report, Form N-CSR, Form
N-Q, Form N-PX, Form N-SAR, amended registration statement, proxy statement, or
prospectus supplement to be filed by the Trust with the Commission. The Adviser
will make its officers and employees available to meet with the Board from time
to time on due notice to review its investment management services to the Funds
in light of current and prospective economic and market conditions and shall
furnish to the Board such information as may reasonably be necessary in order
for the Board to evaluate this Agreement or any proposed amendments thereto.
(c) Transaction Information. The Adviser shall furnish to the Trust such
information concerning portfolio transactions as may be necessary to enable the
Trust or its designated agent to perform such compliance testing on the Funds
and the Adviser's services as the Trust may, in its sole discretion, determine
to be appropriate. The provision of such information by the Adviser to the
Trust or its designated agent in no way relieves the Adviser of its own
responsibilities under this Agreement.
4. Brokerage.
(a) Principal Transactions. In connection with purchases or sales of securities
for the account of the Funds, neither the Adviser nor any of its directors,
officers or employees will act as a principal or agent or receive any
commission except as permitted by the 1940 Act.
(b) Placement of Orders. The Adviser shall arrange for the placing of all
orders for the purchase and sale of securities for a Fund's account with
brokers or dealers selected by the Adviser. In the selection of such brokers or
dealers and the placing of such orders, the Adviser is directed at all times to
seek for the Funds the most favorable execution and net price available under
the circumstances. It is also understood that it is desirable for the Funds
that the Adviser have access to brokerage and research services provided by
brokers who may execute brokerage transactions at a higher cost to the Funds
than may result when allocating brokerage to other brokers, consistent with
section 28(e) of the 1934 Act and any Commission staff interpretations thereof.
Therefore, the Adviser is authorized to place orders for the purchase and sale
of securities for the Funds with such brokers, subject to review by the Board
from time to time with respect to the extent and continuation of this practice.
It is understood that the services provided by such brokers may be useful to
the Adviser in connection with its or its affiliates' services to other
clients.
(c) Aggregated Transactions. On occasions when the Adviser deems the purchase
or sale of a security to be in the best interest of the Funds as well as other
clients of the Adviser, the Adviser may, to the extent permitted by applicable
law and regulations, aggregate the order for securities to be sold or
purchased. In such event, the Adviser will allocate securities or futures
contracts so purchased or sold, as well as the expenses incurred in the
transaction, in the manner the Adviser reasonably considers to be equitable and
consistent with its fiduciary obligations to the Funds and to such other
clients under the circumstances.
(d) Affiliated Brokers. The Adviser or any of its affiliates may act as broker
in connection with the purchase or sale of securities or other investments for
the Funds, subject to: (a) the requirement that the Adviser seek to obtain best
execution and price within the policy guidelines determined by the Board and
set forth in the Funds' current Registration Statement; (b) the provisions of
the 1940 Act; (c) the provisions of the Advisers Act; (d) the provisions of the
1934 Act; and (e) other provisions of applicable law. These brokerage services
are not within the scope of the duties of the Adviser under this Agreement.
Subject to the requirements of applicable law and any procedures adopted by the
Board, the Adviser or its affiliates may receive brokerage commissions, fees or
other remuneration from the Funds for these services in addition to the
Adviser's fees for services under this Agreement.
5. Custody. Nothing in this Agreement shall permit the Adviser to take or
receive physical possession of cash, securities or other investments of the
Funds.
6. Allocation of Charges and Expenses. The Adviser will bear its own costs of
providing services hereunder. Other than as herein specifically indicated, the
Adviser shall not be responsible for a Fund's expenses, including brokerage and
other expenses incurred in placing orders for the purchase and sale of
securities and other investment instruments.
7. Representations, Warranties and Covenants.
(a) Properly Registered. The Adviser is registered as an investment adviser
under the Advisers Act, and will remain so registered for the duration of this
Agreement. The Adviser is not prohibited by the Advisers Act or the 1940 Act
from performing the services contemplated by this Agreement, and to the best
knowledge of the Adviser, there is no proceeding or investigation that is
reasonably likely to result in the Adviser being prohibited from performing the
services contemplated by this Agreement. The Adviser agrees to promptly notify
the Trust of the occurrence of any event that would disqualify the Adviser from
serving as an investment adviser to an investment company. The Adviser is in
compliance in all material respects with all applicable federal and state law
in connection with its investment management operations.
(b) ADV Disclosure. The Adviser has provided the Trust with a copy of its Form
ADV Part I as most recently filed with the SEC and its current Part II and
will, promptly after filing any amendment to its Form ADV with the SEC updating
its Part II, furnish a copy of such amendments or updates to the Trust. The
information contained in the Adviser's Form ADV is accurate and complete in all
material respects and does not omit to state any material fact necessary in
order to make the statements made, in light of the circumstances under which
they were made, not misleading.
(c) Fund Disclosure Documents. The Adviser has reviewed, and will in the future
review, the Registration Statement, summary prospectus, prospectus, statement
of additional information, periodic reports to shareholders, reports and
schedules filed with the Commission (including any amendment, supplement or
sticker to any of the foregoing) and advertising and sales material relating to
the Funds (collectively the "Disclosure Documents") and represents and warrants
that such Disclosure Documents contain or will contain no untrue statement of
any material fact and do not and will not omit any statement of material fact
required to be stated therein or necessary to make the statements therein not
misleading.
(d) Use Of The Name "STW". The Adviser has the right to use the name "STW" in
connection with its services to the Trust and that, subject to the terms set
forth in Section 8 of this Agreement, the Trust shall have the right to use the
name "STW" in connection with the management and operation of the Funds. The
Adviser is not aware of any threatened or existing actions, claims, litigation
or proceedings that would adversely affect or prejudice the rights of the
Adviser or the Trust to use the name "STW."
(e) Insurance. The Adviser maintains errors and omissions insurance coverage
in an appropriate amount and shall provide prior written notice to the Trust
(i) of any material changes in its insurance policies or insurance coverage; or
(ii) if any
material claims will be made on its insurance policies. Furthermore, the
Adviser shall, upon reasonable request, provide the Trust with any information
it may reasonably require concerning the amount of or scope of such insurance.
(f) No Detrimental Agreement. The Adviser represents and warrants that it has
no arrangement or understanding with any party, other than the Trust, that
would influence the decision of the Adviser with respect to its selection of
securities for the Funds, and that all selections shall be done in accordance
with what is in the best interest of the Funds.
(g) Conflicts. The Adviser shall act honestly, in good faith and in the best
interests of the Trust including requiring any of its personnel with knowledge
of Fund activities to place the interest of the Funds first, ahead of their own
interests, in all personal trading scenarios that may involve a conflict of
interest with the Funds, consistent with its fiduciary duties under applicable
law.
(h) Representations. The representations and warranties in this Section 7 shall
be deemed to be made on the date this Agreement is executed and at the time of
delivery of the quarterly compliance report required by Section 3(a), whether
or not specifically referenced in such report.
8. The Name "STW". The Adviser grants to the Trust a license to use the name
"STW" (the "Name") as part of the name of the Funds. The foregoing
authorization by the Adviser to the Trust to use the Name as part of the name
of the Funds is not exclusive of the right of the Adviser itself to use, or to
authorize others to use, the Name; the Trust acknowledges and agrees that, as
between the Trust and the Adviser, the Adviser has the right to use, or
authorize others to use, the Name. The Trust shall (1) only use the Name in a
manner consistent with uses approved by the Adviser; (2) use its best efforts
to maintain the quality of the services offered using the Name; (3) adhere to
such other specific quality control standards as the Adviser may from time to
time promulgate. At the request of the Adviser, the Trust will (a) submit to
Adviser representative samples of any promotional materials using the Name; and
(b) change the name of a Fund within three months of its receipt of the
Adviser's request, or such other shorter time period as may be required under
the terms of a settlement agreement or court order, so as to eliminate all
reference to the Name and will not thereafter transact any business using the
Name in the name of a Fund; provided, however, that the Trust may continue to
use beyond such date any supplies of prospectuses, marketing materials and
similar documents that the Trust had on the date of such name change in
quantities not exceeding those historically produced and used in connection
with such Funds.
9. Adviser's Compensation. Each Fund shall pay to the Adviser, as compensation
for the Adviser's services hereunder, a fee, determined as described in
Schedule A that is attached hereto and made a part hereof. Such fee shall be
computed daily and paid not less than monthly in arrears by a Fund.
The method for determining net assets of a Fund for purposes hereof shall be
the same as the method for determining net assets for purposes of establishing
the offering and redemption prices of Fund shares as described in the Funds'
prospectus. In the event of termination of this
Agreement, the fee provided in this Section shall be computed on the basis of
the period ending on the last business day on which this Agreement is in effect
subject to a pro rata adjustment based on the number of days elapsed in the
current month as a percentage of the total number of days in such month.
10. Independent Contractor. In the performance of its duties hereunder, the
Adviser is and shall be an independent contractor and, unless otherwise
expressly provided herein or otherwise authorized in writing, shall have no
authority to act for or represent the Trust or the Funds in any way or
otherwise be deemed to be an agent of the Trust or the Funds. If any occasion
should arise in which the Adviser gives any advice to its clients concerning
the shares of the Funds, the Adviser will act solely as investment counsel for
such clients and not in any way on behalf of the Funds.
11. Assignment and Amendments. This Agreement shall automatically terminate,
without the payment of any penalty, in the event of its assignment (as defined
in section 2(a)(4) of the 1940 Act); provided that such termination shall not
relieve the Adviser of any liability incurred hereunder.
This Agreement may not be added to or changed orally and may not be modified or
rescinded except by a writing signed by the parties hereto and in accordance
with the 1940 Act, when applicable.
12. Duration and Termination.
This Agreement shall become effective as of the date executed and shall remain
in full force and effect continually thereafter, subject to renewal as provided
in Section 12(c) and unless terminated automatically as set forth in Section 11
hereof or until terminated as follows:
(a) The Trust may cause this Agreement to terminate either (i) by vote of its
Board or (ii) with respect to the Funds, upon the affirmative vote of a
majority of the outstanding voting securities of the Funds; or
(b) The Adviser may at any time terminate this Agreement by not more than sixty
(60) days' nor less than thirty (30) days' written notice delivered or mailed
by registered mail, postage prepaid, to the Trust; or
(c) This Agreement shall automatically terminate two years from the date of its
execution unless its renewal is specifically approved at least annually
thereafter by (i) a majority vote of the Trustees, including a majority vote of
such Trustees who are not interested persons of the Trust or the Adviser, at a
meeting called for the purpose of voting on such approval; or (ii) the vote of
a majority of the outstanding voting securities of the Funds; provided,
however, that if the continuance of this Agreement is submitted to the
shareholders of a Fund for their approval and such shareholders fail to approve
such continuance of this Agreement as provided herein, the Adviser may continue
to serve hereunder as to the Funds in a manner consistent with the 1940 Act and
the rules and regulations thereunder; and
(d) Termination of this Agreement pursuant to this Section shall be without
payment of any penalty.
In the event of termination of this Agreement for any reason, the Adviser
shall, immediately upon notice of termination or on such later date as may be
specified in such notice, cease all activity on behalf of the Funds and with
respect to any of its assets, except as otherwise required by any fiduciary
duties of the Adviser under applicable law. In addition, the Adviser shall
deliver the Fund Books and Records to the Trust by such means and in accordance
with such schedule as the Trust shall direct and shall otherwise cooperate, as
reasonably directed by the Trust, in the transition of portfolio asset
management to any successor of the Adviser.
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13. Certain Definitions. For the purposes of this Agreement:
(a) "Affirmative vote of a majority of the outstanding voting securities of the
Fund" shall have the meaning as set forth in the 1940 Act, subject, however, to
such exemptions as may be granted by the Commission under the 1940 Act or any
interpretations of the Commission staff.
(b) "Interested persons" and "Assignment" shall have their respective meanings
as set forth in the 1940 Act, subject, however, to such exemptions as may be
granted by the Commission under the 1940 Act or any interpretations of the
Commission staff.
14. Liability of the Adviser.
(a) The Adviser shall have responsibility for the accuracy and completeness
(and liability for the lack thereof) of statements in the Funds' Disclosure
Documents.
(b) The Adviser shall be liable to the Funds for any loss (including
transaction costs) incurred by the Funds as a result of any investment made by
the Adviser in contravention of: (i) any investment policy, guideline or
restriction set forth in the Registration Statement or as approved by the Board
from time to time and provided to the Adviser; or (ii) applicable law,
including but not limited to the 1940 Act and the Code (including but not
limited to a Fund's failure to satisfy the diversification or source of income
requirements of Subchapter M of the Code) (the investments described in this
subsection (b) collectively are referred to as "Improper Investments").
(c) The Adviser shall indemnify and hold harmless the Trust, each affiliated
person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and
each person who controls the Trust within the meaning of Section 15 of the 1933
Act (any such person, an "Indemnified Party") against any and all losses,
claims, damages, expenses or liabilities (including the reasonable cost of
investigating and defending any alleged loss, claim, damage, expense or
liability and reasonable counsel fees incurred in connection therewith) to
which any such person may become subject under the 1933 Act, the 1934 Act, the
1940 Act or other federal or state statutory law or regulation, at common law
or otherwise, insofar as such losses, claims, damages, expenses or liabilities
(or actions in respect thereof) arise out of or are based upon: (i) a breach by
the Adviser
of this Agreement or of the representations and warranties made by the Adviser
herein; (ii) any Improper Investment; (iii) any untrue statement or alleged
untrue statement of a material fact contained in any Disclosure Document or the
omission or alleged omission from a Disclosure Document of a material fact
required to be stated therein or necessary to make the statements therein not
misleading; or (iv) the Adviser's performance or non-performance of its duties
hereunder; provided, however, that nothing herein shall be deemed to protect
any Indemnified Party who is a Trustee or officer of the Trust against any
liability to the Trust or to its shareholders to which such Indemnified Party
would otherwise be subject by reason or willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of such
person's office with the Trust.
15. 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.
16. Limitation of Liability. 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 Funds shall be personally liable for any of the
foregoing liabilities. The Trust's Certificate 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 Certificate of Trust and the Trust's Agreement and
Declaration of Trust describe in detail the respective responsibilities and
limitations on liability of the Trustees, officers, and holders of shares of
beneficial interest.
17. Change in the Adviser's Ownership. The Adviser agrees that it shall notify
the Trust of any anticipated or otherwise reasonably foreseeable change in the
ownership of the Adviser within a reasonable time prior to such change being
effected.
18. Jurisdiction. This Agreement shall be governed by and construed in
accordance with the substantive laws of Commonwealth of Massachusetts and the
Adviser consents to the jurisdiction of courts, both state or federal, in
Massachusetts, with respect to any dispute under this Agreement.
19. Paragraph Headings. The headings of paragraphs contained in this Agreement
are provided for convenience only, form no part of this Agreement and shall not
affect its construction.
20. Counterparts. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be signed
on their behalf by their duly authorized officers as of the date first above
written.
THE ADVISORS' INNER CIRCLE FUND II, on behalf of the
Fund(s) listed on Schedule A
By:
Name: Xxxxxx X. Xxxxxxxxx
Title: President
STW FIXED INCOME MANAGEMENT LLC
By:
Name:
Title:
SCHEDULE A
to the
INVESTMENT ADVISORY AGREEMENT
dated ____________, 201_ between
THE ADVISORS' INNER CIRCLE FUND II
and
STW FIXED INCOME MANAGEMENT LLC
The Trust will pay to the Adviser as compensation for the Adviser's services
rendered, a fee, computed daily at an annual rate based on the average daily
net assets of each Fund in accordance the following fee schedule:
Fund Rate
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STW Short Duration Investment-Grade Bond Fund............................0.33%
STW Core Investment-Grade Bond Fund......................................0.33%
STW Long Duration Investment-Grade Bond Fund.............................0.33%
STW Broad Tax-Aware Value Bond Fund......................................0.33%