EXPENSE LIMITATION AGREEMENT
EXPENSE LIMITATION AGREEMENT, effective as of March 1, 2008 by and between
Edgewood Management LLC (the "Adviser") and The Advisors' Inner Circle Fund (the
"Trust") (the "Agreement"), on behalf of each series of the Trust set forth in
Schedule A attached hereto (each a "Fund," and collectively, the "Funds").
WHEREAS, the Trust is a Massachusetts voluntary association (commonly known as a
business trust) organized under an Agreement and Declaration of Trust, dated
July 18, 1991, as amended and restated as of February 18, 1997 (the "Declaration
of Trust"), and is registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), as an open-end management company of the series type,
and each Fund is a series of the Trust;
WHEREAS, the Trust and the Adviser have entered into an Investment Advisory
Agreement dated February 27, 2006 (the "Advisory Agreement"), pursuant to which
the Adviser provides investment advisory services to each Fund for compensation
based on the value of the average daily net assets of each such Fund;
WHEREAS, the Trust and the Adviser have determined that it is appropriate and in
the best interests of each Fund and its shareholders to maintain the expenses of
each Fund at a level below the level to which each such Fund would normally be
subject in order to maintain each Fund's expense ratios at the Maximum Annual
Operating Expense Limit (as hereinafter defined) specified for such Fund in
Section 1.2 below;
NOW THEREFORE, the parties hereto agree as follows:
1. EXPENSE LIMITATION.
1.1. APPLICABLE EXPENSE LIMIT. To the extent that the aggregate expenses of
every character incurred by a Fund in any fiscal year, including but not limited
to investment advisory fees of the Adviser, amounts payable pursuant to any plan
adopted in accordance with Rule 12b-1 under the 1940 Act (a "12b-1 Plan") and
expenses for which payment has been made through the use of all or a portion of
brokerage commissions (or markups or markdowns) generated by that Fund (but
excluding interest, taxes, brokerage commissions, acquired fund fees and
expenses, other expenditures which are capitalized in accordance with generally
accepted accounting principles, and other extraordinary expenses not incurred in
the ordinary course of such Fund's business) ("Fund Operating Expenses"), exceed
the Maximum Annual Operating Expense Limit, as defined in Section 1.2 below,
such excess amount (the "Excess Amount") shall be the liability of the Adviser.
1.2. MAXIMUM ANNUAL OPERATING EXPENSE LIMIT. The Maximum Annual Operating
Expense Limit with respect to each Fund shall be the sum of the investment
advisory fees, and, to the extent incurred, fees paid pursuant to any 12b-1 Plan
and fees paid pursuant to any shareholder services plan. That Maximum Annual
Operating Expense Limit for each Fund contemplates that certain expenses for
each Fund may be paid through the use of all or a portion of brokerage
commissions (or markups or markdowns) generated by that Fund.
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1.3. METHOD OF COMPUTATION. To determine the Adviser's liability with respect to
the Excess Amount, each month the Fund Operating Expenses for each Fund shall be
annualized as of the last day of the month. If the annualized Fund Operating
Expenses for any month of a Fund exceed the Maximum Annual Operating Expense
Limit of such Fund, the Adviser shall first waive or reduce its investment
advisory fee for such month by an amount sufficient to reduce the annualized
Fund Operating Expenses to an amount no higher than the Maximum Annual Operating
Expense Limit. If the amount of the waived or reduced investment advisory fee
for any such month is insufficient to pay the Excess Amount, the Adviser may
also remit to the appropriate Fund or Funds an amount that, together with the
waived or reduced investment advisory fee, is sufficient to pay such Excess
Amount.
1.4. YEAR-END ADJUSTMENT. If necessary, on or before the last day of the first
month of each fiscal year, an adjustment payment shall be made by the
appropriate party in order that the amount of the investment advisory fees
waived or reduced and other payments remitted by the Adviser to the Fund or
Funds with respect to the previous fiscal year shall equal the Excess Amount.
2. TERM AND TERMINATION OF AGREEMENT.
This Agreement shall continue in effect with respect to all Funds until February
28, 2009 and shall thereafter continue in effect from year to year for
successive one-year periods, provided that this Agreement may be terminated,
without payment of any penalty, with respect to any Fund:
(i) by the Trust, for any reason and at any time; and
(ii) by the Adviser, for any reason, upon ninety (90) days' prior written notice
to the Trust at its principal place of business, such termination to be
effective as of the close of business on the last day of the then-current
one-year period; or at such earlier time provided that such termination is
approved by majority vote of the Trustees and the Independent Trustees voting
separately.
3. MISCELLANEOUS.
3.1. CAPTIONS. The captions in this Agreement are included for convenience of
reference only and in no other way define or delineate any of the provisions
hereof or otherwise affect their construction or effect.
3.2. INTERPRETATION. Nothing herein contained shall be deemed to require the
Trust or the Funds to take any action contrary to the Trust's Declaration of
Trust or By-Laws, or any applicable statutory or regulatory requirement to which
it is subject or by which it is bound, or to relieve or deprive the Trust's
Board of Trustees of its responsibility for and control of the conduct of the
affairs of the Trust or the Funds. The parties to this Agreement acknowledge and
agree that all litigation arising hereunder, whether direct or indirect, and of
any and every nature whatsoever shall be satisfied solely out of the assets of
the affected Fund and that no Trustee, officer or holder of shares of beneficial
interest of the Fund shall be personally liable for any of the foregoing
liabilities. The Trust's Declaration of Trust, as amended from time to time, is
on file in the Office of the Secretary of State of the Commonwealth of
Massachusetts. Such Declaration of Trust describes in detail the respective
responsibilities and limitations on liability of the Trustees, officers, and
holders of shares of beneficial interest.
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3.3. DEFINITIONS. Any question of interpretation of any term or provision of
this Agreement, including but not limited to the investment advisory fee, the
computations of net asset values, and the allocation of expenses, having a
counterpart in or otherwise derived from the terms and provisions of the
Advisory Agreement or the 1940 Act, shall have the same meaning as and be
resolved by reference to such Advisory Agreement or the ▇▇▇▇ ▇▇▇.
3.4. ENFORCEABILITY. Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction be ineffective
to the extent of such invalidity or unenforceability without rendering invalid
or unenforceable the remaining terms or provisions of this Agreement or
affecting the validity or enforceability of any of the terms or provisions of
this Agreement in any other jurisdiction.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their
respective officers thereunto duly authorized, as of the day and year first
above written.
THE ADVISORS' INNER CIRCLE FUND,
on behalf of each series of the Trust set forth in Schedule A
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇
Vice President and Secretary
EDGEWOOD MANAGEMENT LLC
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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(Name) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
(Title) CFO
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SCHEDULE A
TO THE EXPENSE LIMITATION AGREEMENT EFFECTIVE MARCH 1, 2008
BY AND BETWEEN EDGEWOOD MANAGEMENT LLC AND THE ADVISORS' INNER CIRCLE FUND
This Agreement relates to the following Funds of the Trust:
NAME OF FUND
Edgewood Growth Fund - Institutional Shares
Edgewood Growth Fund - Retail Shares
