INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT (the "Agreement") made as of this ___th day
of ______, 201__ by and between THE ADVISORS' INNER CIRCLE FUND (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 AlphaOne Investment Services, LLC (the "Adviser"),
a Delaware limited liability company with its principal place of business at One
Tower Bridge, 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxxxxxxxxx, XX 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.
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(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.
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(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 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.
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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.
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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.
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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 "ALPHAONE". The Adviser has the right to use the name
"AlphaOne" 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 "AlphaOne" 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 "AlphaOne."
(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.
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(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 "ALPHAONE". The Adviser grants to the Trust a license to
use the name "AlphaOne" (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' prospectuses. 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.
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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
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(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.
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.
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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.
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THE ADVISORS' INNER CIRCLE FUND, on behalf of the Fund(s) listed on
Schedule A
By: ___________________
Name: Xxxxxx X. Xxxxxxxxx
Title: President
ALPHAONE INVESTMENT SERVICES, LLC
By: ___________________
Name:
Title:
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SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT
DATED ____________, 201_ BETWEEN
THE ADVISORS' INNER CIRCLE FUND
AND
ALPHAONE INVESTMENT SERVICES, 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
---- ----
AlphaOne Small Cap Growth Fund 0.85%
AlphaOne Micro Cap Equity Fund . 1.00%
AlphaOne U.S. Equity Long Short Fund 1.25%
A-1
