INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT (the "Agreement") made as of this 3rd
day of September, 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 Xxx Investment Counsel, Inc. (the
"Adviser"), a Delaware corporation with its principal place of business at Xxx
Xxxxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, 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 "Fund"), 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 Fund. In such capacity, the
Adviser shall, subject to the supervision of 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
objective(s) and policies of the Fund, as provided to the Adviser in writing.
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 objective(s),
policies and restrictions of the Fund, as each of the same shall be from time to
time in effect and as provided to the Adviser in writing. To carry out such
obligations, the Adviser shall exercise full discretion and act for the Fund in
the same manner and with the same force and effect as the 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 the 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
the Fund's assets or to otherwise exercise its right to control the overall
management of the 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
objective(s), policies and restrictions set forth in the Registration Statement
of the Fund, as amended or supplemented and provided to the Adviser in writing,
and with any policies, guidelines, instructions and procedures approved by the
Board and provided to the Adviser in writing. 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 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 Fund. 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 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
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 has
the authority to engage a service provider to assist with administrative
functions related to voting Fund proxies. 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 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 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 request, shall be
delivered to the Trust upon the termination of this Agreement and shall be
available without unreasonable delay during any day the Trust is open for
business.
(e) HOLDINGS INFORMATION AND PRICING. The Adviser shall provide to
the Trust 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 Fund 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 the Fund 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 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.
(g) ACTIVITIES OF THE ADVISER. The services of the Adviser rendered
to the Fund are not exclusive. The Adviser and/or its affiliates may now and in
the future manage other accounts, including accounts with investment
objective(s) overlapping with those contemplated herein ("Overlapping
Accounts"). The Adviser and/or its affiliates shall not be restricted from
having or otherwise forming Overlapping Accounts, entering into other
investment management or advisory relationships, exercising investment
responsibility, engaging in other activities or directly or indirectly
purchasing, selling, holding or otherwise dealing with any securities for the
account of any such other business or for other clients, even though such
activities may be in competition with the Fund and/or may involve substantial
time and/or resources of the Adviser; provided that it treats the Fund fairly
and allocates opportunities consistent with its fiduciary obligations to the
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Fund and such Overlapping Accounts. The preceding sentence shall not be
interpreted to preclude the Adviser from (i) charging other fees which differ
from the fees to be paid to the Adviser hereunder; or (ii) investing or
reinvesting other accounts in accordance with strategies that are different
from the strategies used for the Fund. The Trust acknowledges and agrees that
the Adviser makes no representations, warranties or guarantees that investment
results will be the same for all clients or accounts managed by the Adviser or
that the investment results of the Fund will be the same as, or better than,
the investment results of other accounts that are managed by the Adviser. The
Trust further acknowledges and consents to the matters described in the
Registration Statement under the heading "Conflicts of Interest."
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 has implemented
procedures reasonably designed to cause its Access Persons (as defined in the
Adviser's Code of Ethics) to 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 Rule 17j-1(b) and 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 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 promptly upon detection of (i) any
material failure to manage the Fund in accordance with its investment
objective(s) and policies as provided to the Adviser in writing or any
applicable law; or (ii) any material breach of any of the Fund's or the
Adviser's policies, guidelines or procedures (with respect to Fund policies, as
provided to the Adviser in writing). In addition, the Adviser shall provide a
quarterly report to the Trust regarding the Fund's compliance with such
investment objective(s) and policies, 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 provided to the Adviser in writing and 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 reasonable
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,
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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 the Fund is a member of the plaintiff class by
reason of the 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 Fund
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 regarding the Fund 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 Fund 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 Fund portfolio transactions as may be reasonably
necessary to enable the Trust or its designated agent to perform such
compliance testing on the Fund 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 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.
(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. It is also understood that it is desirable
for the Fund that the Adviser have access to brokerage and research services
provided by brokers who may execute brokerage transactions at a higher cost to
the Fund 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 Fund 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
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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 Fund 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 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; OTHER SERVICE PROVIDERS. Nothing in this Agreement shall
permit the Adviser to take or receive physical possession of cash, securities
or other investments of the Fund. The Adviser shall not be responsible for any
act or omission of any third party, including, without limitation, any
administrator, distributor, custodian, or transfer agent for the Fund or the
Trust.
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.
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 registered as such
under the 1940 Act. The Adviser is in compliance in all material respects with
all
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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 Fund (collectively the "Disclosure Documents") and represents and warrants,
with respect to disclosure about the Adviser, the manner in which the Adviser
manages the Fund and information relating directly or indirectly to the Adviser
(the "Adviser Disclosure") 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 "XXXXX XXX" OR "ATLANTIC". The Adviser has the
right to use the name "Xxxxx Xxx" or "Atlantic" 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 "Xxxxx Xxx" or
"Atlantic" 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 would adversely affect or prejudice the rights of the
Adviser or the Trust to use the name "Xxxxx Xxx" or "Atlantic."
(e) INSURANCE. The Adviser maintains errors and omissions insurance
coverage in an amount it deems appropriate 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 to the detriment of the
Fund with respect to its selection of securities for the Fund in light of its
stated investment objective(s), and that all selections shall be done in
accordance with what the Adviser believes to be is in the best interest of the
Fund given its stated investment objective(s).
(g) CONFLICTS. The Adviser shall act honestly, in good faith and in
the best interests of the Fund including requiring any of its personnel with
knowledge of Fund
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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 "XXXXX XXX" OR "ATLANTIC". The Adviser grants to the
Trust a license to use the name "Xxxxx Xxx" or "Atlantic" (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 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, 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 the
Fund.
The method for determining net assets of the 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 Fund's 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 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
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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, 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 Fund, upon the affirmative vote
of a majority of the outstanding voting securities of the Fund, in either case
by not more than sixty (60) days' nor less than (30) days' written notice
delivered or mailed by registered mail, postage prepaid, to the Adviser; 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 Fund;
provided, however, that 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; 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 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
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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) only of statements in the
Fund's Disclosure Documents with respect to the Adviser Disclosure, provided
that no changes regarding such matters are made to any applicable Disclosure
Documents without the written consent or other acknowledgment of the Adviser
from and after the time that such Disclosure Documents are reviewed by the
Adviser.
(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) the Adviser's
performance or non-performance of its duties hereunder to the extent that the
Adviser has acted with willful misfeasance, bad faith, or negligence or with
reckless disregard of its obligations and duties hereunder or (iv) 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
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of a material fact required to be stated therein or necessary to make the
statements therein not misleading, for purposes of this Section 14(c)(iv)
solely with respect to the Adviser Disclosure (it being understood, however,
that this indemnification and agreement to hold harmless shall not apply to the
extent that any such untrue statement, alleged untrue statement, omission or
alleged omission is the result of any change made to any applicable Disclosure
Document without the written consent or other acknowledgment of the Adviser
from and after the time that such Disclosure Document has been reviewed by the
Adviser, as contemplated in Section 7(c) hereof); 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 Fund 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 reasonably in advance of any anticipated or otherwise
reasonably foreseeable change in the ownership of the Adviser.
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
11
their behalf by their duly authorized officers as of the date first above
written.
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 XXX INVESTMENT COUNSEL, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Administrative Officer
12
SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT
DATED SEPTEMBER 3, 2013 BETWEEN
THE ADVISORS' INNER CIRCLE FUND
AND
XXXXX XXX INVESTMENT COUNSEL, INC.
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
AT Discipline Equity Fund -- Schedule
--------------------------------------------------------------------------------
FUND ASSETS FEE RATE
--------------------------------------------------------------------------------
First $250 million 0.695%
--------------------------------------------------------------------------------
Next $250 million 0.670%
--------------------------------------------------------------------------------
Next $500 million 0.645%
--------------------------------------------------------------------------------
Next $1.5 billion 0.620%
--------------------------------------------------------------------------------
Next $2.5 billion 0.595%
--------------------------------------------------------------------------------
Next $2.5 billion 0.570%
--------------------------------------------------------------------------------
Next $2.5 billion 0.545%
--------------------------------------------------------------------------------
Over $10 billion 0.520%
--------------------------------------------------------------------------------
AT Mid Cap Equity Fund -- 0.75%
AT Income Opportunity Fund -- 0.60%
A-1
