NEUBERGER BERMAN RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENT
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ RULE 12d1-4
THIS AGREEMENT, dated as of December 17, 2024, among The Advisors’ Inner Circle Fund and the The Advisors’ Inner Circle Fund II, on behalf of themselves and
their separate series listed on Schedule A (each, an “Acquiring Fund”), severally and not jointly, and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ETF Trust, on behalf of itself and its current and any future series listed on Schedule
B hereto, severally and not jointly, (each, an “Acquired Fund” and together with the Acquiring Funds, the “Funds”).
WHEREAS, each Fund is registered with the U.S. Securities and Exchange Commission (“SEC”) as an investment company under
the Investment Company Act of 1940, as amended, (the “1940 Act”);
WHEREAS, Section 12(d)(1)(A) of the 1940 Act limits the extent to which a registered investment company may invest in shares of other registered investment
companies, and Section 12(d)(1)(B) limits the extent to which a registered investment company, its principal underwriter (“Distributor”) or registered brokers or dealers (“Brokers”)
may knowingly sell shares of such registered investment company to other investment companies;
WHEREAS, Rule 12d1-4 under the 1940 Act (the “Rule”) permits (i) registered investment companies, such as the Acquiring
Funds, to invest in shares of other registered investment companies, such as the Acquired Funds, in excess of the limits of Section 12(d)(1) of the 1940 Act, and (ii) registered investment companies, such as the Acquired Funds, as well as the
Distributor and Brokers, knowingly to sell shares of the Acquired Funds to the Acquiring Funds in excess of the limits of Section 12(d)(1)(B) of the 1940 Act, subject to compliance with the conditions of the Rule;
WHEREAS, an Acquiring Fund may, from time to time, invest in shares of one or more Acquired Funds in excess of the limitations of Section 12(d)(1)(A), in
reliance on the Rule; and
WHEREAS, an Acquired Fund, Distributor, or Broker, from time to time, may knowingly sell Shares of one or more Acquired Funds to an Acquiring Fund in excess of
the limitations of Section 12(d)(1)(B) in reliance on the Rule.
NOW THEREFORE, in accordance with the Rule, the Acquiring Funds and the Acquired Funds desire to set forth the following terms pursuant to which the Acquiring
Funds may invest in the Acquired Funds in reliance on the Rule and the Acquired Funds, Distributor, or Broker may sell shares of the Acquired Funds to the Acquiring Funds in reliance on the Rule.
1. Terms of Investment.
(a) In order to help reasonably address the risk of undue influence on an Acquired Fund by an Acquiring Fund, and to assist the
Acquired Fund’s investment adviser with making the required findings under the Rule, each Acquiring Fund and each Acquired Fund agree as follows:
(a) In-kind redemptions. The Acquiring Fund acknowledges and agrees that if and, to the extent consistent with the Acquired Fund’s registration statement, as amended from time to time, the
Acquired Fund may honor any redemption request partially or wholly in-kind in the sole discretion of the Acquired Fund (which discretion of the Acquired Fund shall include the selection of portfolio securities to distribute in-kind), even where
such Acquired Fund does not ordinarily satisfy redemption requests in-kind.
(b) Timing/advance notice of redemptions. The Acquiring Fund will use reasonable
efforts to spread large redemption requests (greater than 5% of the Acquired Fund’s total outstanding shares) over multiple days or to provide advance notification of redemption
requests to the Acquired Fund(s) whenever practicable and consistent with the Acquiring Fund’s best interests. This provision shall only apply
in connection with any investment made by an Acquiring Fund in an Acquired Fund in excess of the limits in Section 12(d)(1)(A)(i) of the 1940 Act. For the avoidance of doubt, in the instance where the Acquired Fund is an exchange-traded fund, the
requirements of this paragraph (1) shall not apply to transactions in which an Acquiring Fund did not know or have reason to know that such transaction would result in a redemption transaction with the Acquired Fund (such as where an Acquiring Fund
sells shares in the secondary market). The Acquired Fund acknowledges and agrees that any notification provided pursuant to the foregoing is not a commitment to redeem and constitutes an estimate that may differ materially from the amount, timing
and manner in which a redemption request is submitted, if any.
(iii) Scale of investment. Upon a reasonable request by an Acquired Fund, the Acquiring Fund will
provide summary information regarding the anticipated timeline of its investment in the Acquired Fund and the scale of its contemplated investments in the Acquired Fund.
(b) In order to assist the Acquiring Fund’s investment adviser with evaluating the complexity of the structure and fees and
expenses associated with an investment in an Acquired Fund, each Acquired Fund shall provide each Acquiring Fund with information on the fees and expenses of the Acquired Fund reasonably requested by the Acquiring Fund with reference to the Rule.
Such fee and expense information shall be limited to that which is made publicly available by the Acquired Fund.
2. Representations of the Acquired Funds.
In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A) or knowing sale of shares by an
Acquired Fund, Distributor, or Broker to an Acquiring Fund in excess of the limitations in Section 12(d)(1)(B), the Acquired Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its Staff from time to
time, applicable to Acquired Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquiring Fund if such Acquired Fund fails to comply with the Rule with respect to an investment by the Acquiring Fund, as
interpreted or modified by the SEC or its Staff from time to time, or this Agreement.
3. Representations of the Acquiring Funds.
(a) In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section
12(d)(1)(A) or knowing sale of Shares by an Acquired Fund, Distributor, or Broker to an Acquiring Fund in excess of the limitations in Section 12(d)(1)(B), the Acquiring Fund agrees to: (i) comply with all conditions of the Rule, as interpreted
or modified by the SEC or its Staff from time to time, applicable to Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with
respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its Staff from time to time, or this Agreement.
(b) An Acquiring Fund shall promptly notify an Acquired Fund:
i. of any purchase or acquisition of shares in an Acquired Fund that causes such Acquiring Fund to hold 3% or more of such
Acquired Fund’s total outstanding voting securities;
ii. of any purchase or acquisition of shares in an Acquired Fund that causes such Acquiring Fund to hold 5% or more of such
Acquired Fund’s total outstanding voting securities;
iii. where an Acquiring Fund and its Advisory Group (as defined in the Rule), individually or in the
aggregate, hold more than 25% of such Acquired Fund’s total outstanding voting securities; and
iv. if at any time an Acquiring Fund no longer holds voting securities of an Acquired Fund in excess of an
amount noted in (i), (ii), or (iii) above.
(c) Notwithstanding anything herein to the contrary, any Acquiring Fund that has an “affiliated person” (as defined under the
1940 Act) that is: (i) a broker-dealer, (ii) a broker-dealer or bank that borrows as part of a securities lending program, or (iii) a futures commission merchant or a swap dealer, will: (a) not make an investment in an Acquired Fund that causes
such Acquiring Fund to hold 5% or more of such Acquired Fund’s total outstanding voting securities without prior approval from the Acquired Fund, and (b) notify the Acquired Fund if any investment by the Acquiring Fund that complied with (a) at
the time of purchase no longer complies.
(d) The requirements set forth in Sections 3(b)(i), 3(b)(ii), and 3(c) shall not apply where the Acquiring Fund’s full
portfolio is sub-advised by any affiliate of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLC (“NBIA”).
(e) An Acquiring Fund shall provide an Acquired Fund with information regarding the amount of such Acquiring Fund’s
investments in the Acquired Fund, and information regarding affiliates of the Acquiring Fund, upon the Acquired Fund’s reasonable request.
4. Indemnification.
(a) Each Acquiring Fund agrees to hold harmless and indemnify each Acquired Fund, including any of its principals, directors or
trustees, officers, employees and agents, against and from any and all losses, expenses or liabilities incurred by or claims or actions (“Claims”) asserted against the Acquired Fund, including any of their principals, directors or trustees,
officers, employees and agents, to the extent such Claims result from a violation or alleged violation by such Acquiring Fund of any provision of this Agreement, such indemnification to include any reasonable counsel fees and expenses incurred in
connection with investigating and/or defending such Claims; provided that no Acquiring Fund shall be liable for indemnifying any Acquired Fund for any Claims resulting from violations that occur directly as a result of incomplete or inaccurate
information provided by the Acquired Fund to such Acquiring Fund pursuant to terms and conditions of this Agreement.
(b) Each Acquired Fund agrees to hold harmless and indemnify an Acquiring Fund, including any of its principals, directors or
trustees, officers, employees and agents, against and from any and all losses, expenses or liabilities incurred by or Claims asserted against the Acquiring Fund, including any of its principals, directors or trustees, officers, employees and
agents, to the extent such Claims result from a violation or alleged violation by such Acquired Fund of any provision of this Agreement, such indemnification to include any reasonable counsel fees and expenses incurred in connection with
investigating and/or defending such Claims; provided that no Acquired Fund shall be liable for indemnifying any Acquiring Fund for any Claims resulting from violations that occur directly as a result of incomplete or inaccurate information
provided by the Acquiring Fund to such Acquired Fund pursuant to terms and conditions of this Agreement.
5. Notices.
All notices, including all information that either party is required to provide under the terms of this Agreement and the Rule, shall be in writing and shall be
delivered by registered or overnight mail, facsimile, or electronic mail to the address for each party specified below.
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If to the Acquiring Funds:
The Advisors’ Inner Circle Fund
c/o SEI Investments, Compliance Department
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Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
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If to the Acquired Funds:
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLC
Mutual Fund Administration
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▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: General Counsel – Mutual Funds
Email: ▇▇_▇▇▇▇_▇▇_▇▇▇▇▇@▇▇.▇▇▇
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With a copy to:
The Advisors’ Inner Circle Fund
Attn: Legal Dept.
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Email: ▇▇▇▇▇▇@▇▇▇▇.▇▇▇
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6. Governing Law; Counterparts.
(a) This Agreement will be governed by Delaware law without regard to choice of law principles.
(b) This Agreement may be executed 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. An electronic copy of a signature received in Portable Document Format (PDF) or a copy of a signature received via a fax machine shall be deemed to be of the same force and effect as an
original signature on an original executed document.
7. Term and Termination; Assignment; Amendment
(a) This Agreement shall be effective for the duration of the Acquired Funds’ and the Acquiring Funds’ reliance on the Rule, as
interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to
time, the Agreement shall continue in effect until terminated pursuant to Section 7(b).
(b) This Agreement shall continue until terminated in writing by either party upon 30 days’ notice to the other party; provided, however, that the provisions of Section 4 shall survive termination of this Agreement. Upon termination of this Agreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund
beyond the Section 12(d)(1)(A) limits in reliance on the Rule.
(c) This Agreement may not be assigned by either party without the prior written consent of the other.
(d) This Agreement may be amended, including the addition of Acquiring Funds and Acquired Funds to Schedules A and B, respectively, only by a
writing that is signed by each affected party, provided,
however that if an Acquiring Fund wishes to include one or more
series in addition to those originally set forth on Schedule A, the Acquiring Fund shall notify the Acquired Fund in writing, and if the Acquired Fund agrees in writing, such series shall hereunder become an Acquiring Fund, and Schedule A shall
be amended accordingly.
(e) In any action involving the Acquiring Funds under this Agreement, each Acquired Fund agrees to look solely to the
individual Acquiring Fund(s) involved in the matter in controversy and not to any other series of the Acquiring Funds.
(f) In any action involving the Acquired Funds under this Agreement, each Acquiring Fund agrees to look solely to the
individual Acquired Fund(s) that [is/are] involved in the matter in controversy and not to any other series of the Acquired Funds.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
THE FOLLOWING ACQUIRED FUND REGISTRANT, ON BEHALF OF EACH OF ITS SERIES
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ETF Trust
(on behalf of each of its series, severally and not jointly)
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: COO & Vice President
[Remainder of page intentionally left blank; Acquiring Funds signature page follows]
The Advisors’ Inner Circle Fund and The Advisors’ Inner Circle Fund II, On Behalf of Their Series Listed on Schedule A
▇▇▇▇ ▇▇▇▇▇▇▇▇
Assistant Secretary and Vice President
SCHEDULE A
Acquiring Funds
Registrant
The Advisors’ Inner Circle Fund
Series:
Registrant
The Advisors’ Inner Circle Fund II
Series:
Frontier Asset Absolute Return ETF (FARX)
Frontier Asset Core Bond ETF (FCBD)
Frontier Asset Opportunistic Credit ETF (FOPC)
Frontier Asset Global Small Cap Equity ETF (FGSM)
Frontier Asset Total International Equity ETF (FINT)
Frontier Asset U.S. Large Cap Equity ETF (FLCE)
SCHEDULE B
Acquired Funds
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ETF Trust, on behalf of each of its current and any future series