EXPENSE LIMITATION AGREEMENT
EXPENSE LIMITATION AGREEMENT, effective as of December 15, 2011 by and between
Xxxxxx, Xxxxxx & Company, L.P. (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 (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 June 20, 2011 (the "Advisory Agreement"), pursuant to which the
Adviser provides investment advisory services to each Fund;
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 ratio at the
Maximum Annual Operating Expense Limit (as hereinafter defined) specified for
such Fund in Schedule A hereto;
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 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 (but
excluding interest, taxes, brokerage commissions, acquired fund fees and
expenses, other expenditures which are capitalized in accordance with generally
accepted accounting principles, and other extraordinary expenses not incurred in
the ordinary course of such Fund's business) ("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
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of the last day of the month. 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 remit to the appropriate Fund or Funds an amount that is
sufficient to pay such Excess Amount.
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 payments remitted by the
Adviser to the Fund or Funds with respect to the previous fiscal year shall
equal the Excess Amount.
2. TERM AND TERMINATION OF AGREEMENT.
This Agreement shall become effective as of the date hereof and continue in
effect until its termination. This Agreement may be terminated only (i) by the
Board of Trustees, at any time and without payment of any penalty, upon a
majority vote of the Trustees and the Independent Trustees voting separately or
(ii) upon the termination of the Advisory Agreement.
3. MISCELLANEOUS.
3.1. 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.
3.2. 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.
3.3. DEFINITIONS. Any question of interpretation of any term or provision of
this Agreement, including but not limited to 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.
3.4. 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.
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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. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Vice President and Secretary
XXXXXX, XXXXXX & COMPANY, L.P.
/s/ Xxxxx X. Charleston
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Xxxxx X. Charleston
Principal
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SCHEDULE A
MAXIMUM ANNUAL OPERATING EXPENSE LIMITS
This Agreement relates to the following Funds of the Trust:
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NAME OF FUND SHARE CLASS MAXIMUM ANNUAL OPERATING EXPENSE
LIMIT
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Xxxxxx Xxxxxx Full Discretion Institutional 0.10% through October 31, 2012 and
Institutional Securitized Fund 0.20% thereafter
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