INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT (the "Agreement") made as of this 3rd day of
July, 2013 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 Xxxxx Xxxxxxx & Co. (the "Adviser"), a Texas
corporation with its principal place of business at Xxx Xxxxxxx Xxxxxx, Xxxxx
0000, Xxxxxxx, XX 00000-0000.
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 "Fund"), as such Schedule
may be amended from time to time upon mutual agreement of the parties hereto,
and the Adviser accepts such appointment and agrees to render the services
herein set forth for the compensation herein provided.
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 Fund. In such capacity, the
Adviser shall, subject to the supervision of the Board of Trustees of the
Trust (the "Board"), regularly provide the Fund with investment research,
advice and supervision and shall furnish continuously an investment program
for the Fund, consistent with the investment objectives and policies of the
Fund. The Adviser shall determine, from time to time, what securities shall
be purchased for the Fund, what securities shall be held or sold by the
Fund and what portion of the 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 Fund, as each of
the same shall be from time to time in effect. To carry out such
obligations, the Adviser shall have full investment discretion and act on
behalf of the Fund with respect to purchases, sales or other transactions,
including by taking such steps as may be necessary to implement such advice
and recommendations (e.g., placing orders).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 the Fund's
investments shall in any way limit the right of the Board, in its sole
discretion, to establish or revise investment policies governing the
management of the Fund's assets. The investment policies and investment
actions of the Fund are, and shall at all times be, subject to the control
and direction of the Board.
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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
Fund, and with any policies, guidelines, instructions and procedures
approved by the Board and provided to the Adviser. In selecting the Fund's
portfolio securities and performing the Adviser's obligations hereunder,
the Adviser shall cause the Fund 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 the Fund shall be voted, and
the Board has initially determined to delegate the authority and
responsibility to vote proxies for the Fund's securities to the Adviser. So
long as proxy voting authority for the Fund has been delegated to the
Adviser, the Adviser shall exercise such authority in accordance with its
proxy voting policies and procedures, a copy of which has been furnished to
the Board. 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 Fund 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 Fund's custodian and/or
broker(s) to forward promptly to the Adviser or the designated service
provider copies of all proxies and shareholder communications relating to
securities held in the portfolio of the Fund (other than materials relating
to legal proceedings against the Fund). The Adviser may also instruct the
Fund's custodian and/or broker(s) to provide reports of holdings in the
portfolio of the Fund. The Adviser is authorized to engage a service
provider of proxy voting services with respect to the proxy voting
responsibilities described herein. The Trust shall direct the Fund's
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 Fund and its shareholders.
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(d) RECORDKEEPING. The Adviser shall not be responsible for the
provision of administrative, bookkeeping or accounting services to the
Fund, except as otherwise provided herein or as may be necessary for the
Adviser to supply to the Trust or the 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 Fund) relating
to its responsibilities provided hereunder with respect to the Fund, 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
its reasonable request, shall be (i) delivered to the Trust upon the
termination of this Agreement, and (ii) available to the Board during the
Adviser's normal business hours.
(e) HOLDINGS INFORMATION AND PRICING. The Adviser shall provide the
Board with reports regarding Fund holdings may be reasonably requested by
the Board, and may, on its own initiative and from time to time, furnish
the Trust and the Board with whatever information the Adviser believes
appropriate for keeping the Board informed of important developments
affecting the Fund and the Adviser. The Adviser agrees to notify the Trust
promptly if the Adviser reasonably believes, in its discretion, that the
value of any security held by the Fund may not reflect the security's fair
value. The Adviser agrees to provide to the Trust, its Board and/or any
Fund pricing agent, upon such party's reasonable request, any pricing
information available to the Adviser for purposes of assisting in the
determination of the fair value of any asset held by the Fund for which
market quotations are not readily available or as otherwise required by the
Trust's valuation procedures for the purpose of calculating the Fund's net
asset value in accordance with Rule 22c-1 under the 1940 Act, a copy of
which have been provided to the Adviser.
(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 Fund 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 ("Rule 17j-1"), which it has provided to the Trust. Consistent
with Rule 17j-1, the Adviser shall use reasonable diligence and institute
procedures reasonably necessary to prevent violations of its Code of Ethics.
Annually, and 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 reasonable
request, the Adviser shall provide the Trust with (i)
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a copy of the Adviser's current Code of Ethics or any amendments thereto, as
applicable, and (ii) a 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 of Ethics
by Access Persons and the response of or sanctions imposed by the Adviser. The
Adviser shall immediately notify the Trust of any material violation of its
Code of Ethics, whether or not such violation relates to a security held by the
Fund.
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 the Adviser's
detection of (i) any material failure to manage the Fund in accordance with
its investment objectives and policies or any applicable law; or (ii) any
material breach of any of the Fund's or the Adviser's policies, guidelines
or procedures. In addition, the Adviser shall provide a quarterly report
regarding the Fund's compliance with the Investment Policies and applicable
law, including, but not limited to the 1940 Act and Subchapter M of the
Code, and the Fund's policies, guidelines or procedures as applicable to
the Adviser's obligations under this Agreement. The Adviser agrees to seek
to correct promptly any violation of the Investment Policies, subject to
orderly disposition of assets by the Adviser in its sole discretion. 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 as may be required to complete
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) that the Adviser is served with or otherwise
receives notice of any action, suit, proceeding, inquiry or investigation,
at law or in equity, before or by any court or regulatory body, involving
(A) the affairs of the Trust (excluding class action suits in which the
Fund is a member of the plaintiff class) or (B) the compliance by the
Adviser with the federal or state securities laws ; or (ii) of an actual
change in control of the Adviser resulting in an "assignment" (as defined
in the 0000 Xxx) that has occurred or is proposed to occur.
(b) BOARD AND FILINGS INFORMATION. The Adviser will provide the Trust
with any information reasonably requested by the Trust regarding the
Adviser's management of the Fund's assets, as such information is required
for any meeting of the Board, or for any shareholder report, Form N-CSR,
Form N-Q, Form N-PX, Form N-SAR, post-effective amendment to the
registration statement of the Trust, proxy statement, or supplement to the
Prospectus required to be filed by the Trust with the Securities and
Exchange Commission (the "SEC"). Upon the reasonable advance request of the
Trust or the Board, the Adviser will arrange for officers or employees of
the Adviser to be available to meet with the Board from time to time as may
be necessary or appropriate to review the Adviser's investment management
services to the Fund in light of current and
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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 maintain records
relating to portfolio transactions on behalf of the Fund and the placing
and allocation of brokerage orders as are required to be maintained by the
Fund under the 1940 Act. Upon the reasonable request of the Trust, copies
of any such information concerning portfolio transactions shall be provided
by the Adviser to the Trust or its designated agent as may be necessary for
the Trust to monitor the Fund's compliance with applicable law regarding
portfolio transactions. 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 Fund, 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 or the rules and
regulations thereunder.
(b) PLACEMENT OF ORDERS. The Adviser shall arrange for the placing of
all orders for the purchase and sale of securities for the 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 Fund the most favorable execution and net
price available under the circumstances. The price to the Fund in any
transaction may be less favorable than that available from another
broker-dealer, provided that the difference is reasonably justified by
other aspects of the portfolio execution services offered. The Adviser may
select a broker-dealer that also provides brokerage and research services
(as those terms are defined in Section 28(e) of the 0000 Xxx) to the Fund
and/or the other accounts over which the Adviser or any of its affiliates
exercises investment discretion. The Adviser is authorized to pay a
broker-dealer that provides such brokerage and research services a
commission for executing portfolio transactions for the Fund which is in
excess of the amount of commission another broker-dealer would have charged
for effecting such transactions if the Adviser determines, in good faith,
that such amount of commission is reasonable in relation to the value of
the brokerage and research services provided by such broker-dealer. This
determination may be viewed in terms of either that particular transaction
or the overall responsibilities which the Adviser and one or more of its
affiliates have with respect to accounts over which they exercise
investment discretion. The Board shall periodically review any commissions
paid by the Fund to determine if such commissions, paid over representative
periods of time, were reasonable in relation to the services and benefits
provided to the Fund. The Adviser will promptly communicate to the officers
and Trustees such information relating to transactions for the Fund as may
be reasonably requested.
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(c) AGGREGATED TRANSACTIONS. On occasions when the Adviser deems the
purchase or sale of a security to be in the best interest of the Fund as
well as other clients of the Adviser, the Adviser may, to the extent
permitted by applicable law and regulations, aggregate sales and purchase
orders for securities or other assets of the Fund with similar orders being
made simultaneously for other accounts advised by the Adviser or its
affiliates. In such event, the Adviser will allocate the orders as to price
and amount, and allocate any expenses incurred in the transaction, in a
manner the Adviser reasonably considers to be equitable over time to each
account and consistent with its fiduciary obligations to the Fund 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 Fund, 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 Fund's 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 Fund 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 Fund.
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 the Fund's expenses,
including brokerage and other expenses incurred in placing orders for the
purchase and sale of securities and other investment instruments.
Notwithstanding the foregoing, the Adviser may enter into a written expense
limitation or reimbursement agreement with the Fund, subject to approval by the
Board.
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 Parts 1 and 2A as most recently filed with the SEC and will,
promptly after filing any amendment to its Form ADV with the SEC, furnish a
copy of such amendment to the Trust. The
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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 therein, in light of the
circumstances under which they were made, not misleading.
(c) FUND DISCLOSURE DOCUMENTS. The Adviser will, in connection with
any disclosures, reports or filings with the SEC regarding the Fund that
may be required by applicable law, review the Prospectus, summary
prospectus of the Fund (if any), periodic reports to shareholders, Form
N-CSR, Form N-Q, Form N-PX and Form N-SAR of the Trust and advertising and
sales material, as each may relate to the Fund (collectively the
"Disclosure Documents") and has been provided to the Adviser for review on
a timely basis; The Adviser represents and warrants that information
provided by the Adviser for inclusion in such Disclosure Documents will
not, to the Adviser's reasonable knowledge, contain an untrue statement of
any material fact or omit any statement of material fact required to be
stated therein to make the statements therein not misleading.
(d) USE OF THE NAME. The Adviser has the right to use the name "Xxxxx
Xxxxxxx" and/or "Sarofim" and any derivation thereof (collectively, the
"Name") 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 as necessary in connection with the management
and operation of the Fund. The Adviser is not aware of any threatened or
existing actions, claims, litigation or proceedings that, in the Adviser's
judgment, would adversely affect or prejudice the rights of the Adviser or
the Trust to use the Name.
(e) INSURANCE. The Adviser maintains errors and omissions insurance
coverage in an appropriate amount, as determined in the Adviser's
discretion. The Adviser shall, upon the Trust's 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 Fund, and that all selections shall be done
in accordance with what is in the best interest of the Fund.
(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 Fund first,
ahead of their own interests, in all personal trading scenarios that may
involve a conflict of interest with the Fund, 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. The Adviser grants to the Trust a license to use the
Name as part of the name of the Fund. The foregoing authorization by the
Adviser to the Trust to use the Name as part of the name of the Fund is not
exclusive of the right of the Adviser itself to use, or to
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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 the 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 the 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 Fund.
9. ADVISER'S COMPENSATION. The Fund shall pay to the Adviser, as
compensation for the Adviser's services hereunder, an investment advisory fee
(the "Fee") at the annual rate specified in SCHEDULE A, attached hereto. The
Fee shall be based upon the Fund's average daily net assets and shall be
computed daily and paid by the Fund not less than monthly in arrears.
The method for determining net assets of the Fund for purposes hereof
shall be the same as the method for determining net assets of the Fund as
described in the Prospectus. In the event of the termination of this Agreement,
the fee provided in this Section 9 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 Fund in any way or
otherwise be deemed to be an agent of the Trust or the Fund. If any occasion
should arise in which the Adviser gives any advice to its clients concerning
the shares of the Fund, the Adviser will act solely as investment counsel for
such clients and not in any way on behalf of the Fund.
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. No amendment of this Agreement shall be effective
until approved by vote of a majority of the Fund's outstanding voting
securities, if such approval is required by the 1940 Act or other applicable
law.
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12. DURATION AND TERMINATION.
The Trust represents that this Agreement and the retention of the
Adviser to provide the services set forth herein have been, or will be prior to
the effective date, approved by the Trust, the Board and/or the shareholders of
the Fund, as necessary, in accordance with applicable law. 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 at any
time and without payment of any penalty either (i) by vote of the Board or (ii)
with respect to the Fund, upon the affirmative vote of a majority of the
outstanding voting securities of the Fund, in each case upon sixty (60) days'
prior written notice to the Adviser.
(b) The Adviser may cause this Agreement to terminate at
any time and without payment of any penalty upon sixty (60) days' prior written
notice to the Trust.
(c) This Agreement shall continue in effect for two years
from the date of its execution and shall continue in effect thereafter for
additional periods not exceeding one year SO LONG AS such continuation is
approved at least annually (i) by the Board or by the vote of a majority of the
outstanding voting securities of the Fund, and (ii) by the vote of a majority
of the Trustees who are not parties to this Agreement nor interested persons
thereof, cast in person at a meeting called for the purpose of voting on such
approval. If the continuance of this Agreement is submitted to the shareholders
of the 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 Fund in a manner consistent with the 1940 Act and the
rules and regulations thereunder.
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 Fund 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 SEC
under the 1940 Act or any interpretations of the staff of the SEC.
(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 SEC under the 1940 Act or any interpretations of
the staff of the SEC.
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14. LIABILITY OF THE ADVISER.
(a) the Advisershall have responsibility for the accuracy and completeness
(and liability for the lack thereof) of statements in the Fund's Disclosure
Documents.
(b) The Adviser shall be liable to the Fund for any loss (including
transaction costs) incurred by the Fund 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 the
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. Neither party to this Agreement shall be
responsible or liable for any failure or delay in performance of its obligations
under this Agreement arising out of or caused, directly or indirectly, by
circumstances beyond its reasonable control including, without limitation, acts
of civil or military authority, national emergencies, labor difficulties (other
than those related to the Adviser's employees), fire, mechanical breakdowns,
flood or catastrophe, acts of God, insurrection, war, riots or failure of the
mails, transportation, communication or power supply.
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 Fund and that no Trustee, officer or
10
holder of shares of beneficial interest of the Fund shall be personally liable
for any of the foregoing liabilities.
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. NOTICE. All notices shall be in writing and shall be deemed to
have been duly given if delivered personally or if mailed by registered mail,
postage prepaid, to the following respective addresses until a different
address is specified in writing by a party to the other party:
To the Trust:
The Advisors' Inner Circle Fund
Xxx Xxxxxxx Xxxxxx Xxxxx
Xxxx, XX 00000
To the Adviser:
Xxx Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000-0000
Fax:
E-mail:
19. 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, either state or federal, in
Massachusetts, with respect to any dispute under this Agreement.
20. 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.
21. 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.
11
THE ADVISORS' INNER CIRCLE FUND on behalf of the
Fund(s) listed on Schedule A
By: /s/ Xxxxxxx Xxxxxxx
-----------------------------------
Name: Xxxxxxx Xxxxxxx
Title: President
XXXXX XXXXXXX & CO.
By: /s/ Xxxx X. Xxxxx
-----------------------------------
Name: (Mrs.) Xxxx X. Xxxxx
Title: Executive Vice President
12
SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT
DATED JULY 3, 2013 BETWEEN
THE ADVISORS' INNER CIRCLE FUND
AND
XXXXX XXXXXXX & CO.
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 the Fund in accordance the following fee schedule:
FUND RATE
Sarofim Equity Fund ..................................................... 0.50%
