INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT (the "Agreement") made as of this 11th
day of May, 2012 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 Citigroup First Investment Management Americas
LLC (the "Adviser"), a Delaware limited liability company with its principal
place of business at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
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 advice and supervision and shall furnish continuously an
investment program for the Fund, consistent with the investment objectives and
policies of the Fund and with the goal (the "Fund Goal") that the Fund's
performance results, before fees and expenses, will approximate the performance
of the Citi Market Pilot [20xx] Total Return Index (the "Index"), a new,
proprietary index sponsored and maintained by Citigroup Global Markets Limited
(the "Index Sponsor"), or such other benchmark as may be agreed by the Board and
the Adviser. 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 and the Fund Goal, as each of the same
shall be from time to time in effect. To carry out such obligations, the Adviser
shall exercise full discretion and act for the 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
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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, provided that, (x) no change in the Fund's policies shall be
effective until the Adviser has been advised on such change and has had a
reasonable time to act upon it and (y) until the termination of this Agreement,
the Board shall not, without the prior written consent of the Adviser, (i) make
any change in the Fund Goal or (ii) exercise any right to control the overall
management of the Fund in a manner that could reasonably be expected to be
inconsistent with this Agreement, to increase the Adviser's obligations
hereunder or to have an adverse effect on the Adviser's ability to perform its
services hereunder. The Adviser shall in no event be obligated to provide any
services to the Fund to the extent that such services, in the sole discretion
of the Adviser, may not comply with, or could cause the Adviser or any of its
affiliates to violate, any law, regulation, order or decree applicable to any
of them.
(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, and any federal and state laws, rules and
regulations of government authorities having jurisdiction with respect to the
services to be performed by the Adviser hereunder. 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 the
Adviser. In selecting the Fund's portfolio securities and performing the
Adviser's obligations hereunder, the Adviser shall make reasonable efforts to
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 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
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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 provided 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.
(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 the books and records required by Rule
31a-1(f) 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(e) under the 1940 Act (the "Fund Books and Records"). The Fund Books
and Records shall be available for inspection (and making copies thereof and
taking extracts therefrom) by the Board's designated representatives at any
time upon reasonable notice.
(e) HOLDINGS INFORMATION AND PRICING. The Adviser 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 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. Notwithstanding the foregoing, the Trust's
Administrator shall have sole responsibility for valuing the assets of the Fund
and the Adviser shall have no liability for any determination of the value of
the assets of the Fund, provided that nothing herein shall excuse the Adviser
for liability to which it would otherwise be subject by reason of its willful
misfeasance, bad faith or gross negligence.
(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, and make reasonable
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efforts to 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 Trust are not exclusive. The Adviser and/or its affiliates may now and
in the future manage other accounts, including accounts with investment
objectives overlapping with those contemplated herein ("OVERLAPPING ACCOUNTS").
The Adviser and/or its affiliates shall not be restricted from 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 resources of the Investment Manager;
PROVIDED that it treats the Fund fairly and allocates opportunities consistent
with its fiduciary obligations to the 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, (ii) investing or reinvesting other accounts in accordance with
strategies that are different from the strategies used for the Fund or (iii)
acquiring different Investments for Overlapping Accounts that seek to
approximate the performance of the Index or a similar index strategy. 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 "Investment
Adviser - Conflicts".
2. CODE OF ETHICS. The Adviser has adopted a written code of ethics
that it reasonably believes complies with the requirements of Rule 17j-1 under
the 1940 Act, which it has provided to the Trust. The Adviser shall adopted
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 designed 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 reasonable 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 make reasonable efforts to 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.
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(a) NOTIFICATION OF BREACH / COMPLIANCE REPORTS. The Adviser shall
notify the Trust's chief compliance officer immediately upon detection of (i)
any material failure to manage the 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 its investment objectives 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 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. The Adviser will promptly notify the Trust
in the event (i) the Adviser is served or otherwise receives notice of any
action, suit, proceeding, inquiry or investigation, at law or in equity, before
or by any court, public board, or body, involving the affairs of the Trust
(excluding class action suits in which the Fund is a member of the plaintiff
class by reason of the Fund's ownership of shares in the defendant) 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 to be filed by the Trust with the
Commission after the date hereof ("Additional Disclosure Documents"). 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 portfolio transactions as may be 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 this Agreement or 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
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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 as set forth in the Fund's current Registration Statement. 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 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 which are 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 or require 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.
6. ALLOCATION OF CHARGES AND EXPENSES. The Adviser will bear its own
costs of providing services hereunder. Other than as specifically indicated in
Section 14(b), 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.
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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 with the possible exception of the SEC
v. Citigroup Global Markets, Inc. ("CGMI"), 11-CV7387 (in CONNECTION WITH which
AN APPLICATION FOR temporary AND PERMANENT exemptive relief FROM Section 9(A) of
the Investment Company Act of 1940 HAS BEEN FILED WITH THE SEC AND IS EXPECTED
TO BE GRANTED IF A FINAL JUDGMENT REQUIRING SUCH RELIEF IS ENTERED). The Adviser
agrees to promptly notify the Trust of the occurrence of any event that would
disqualify the Adviser from serving as an investment adviser to an investment
company. The Adviser is in compliance in all material respects with all
applicable federal and state law in connection with its investment management
operations.
(b) ADV DISCLOSURE. The Adviser has provided the Trust with a copy of
its Form ADV Part I as most recently filed with the SEC and its current Part II
and will, promptly after filing any amendment to its Form ADV with the SEC
updating its Part II, furnish a copy of such amendments or updates to the
Trust. The information contained in the Adviser's Form ADV is accurate and
complete in all material respects and does not omit to state any material fact
necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading.
(c) FUND DISCLOSURE DOCUMENTS. The Adviser has reviewed the
Registration Statement, summary prospectus, prospectus, statement of additional
information filed with the Commission on [date] (the "Initial Disclosure
Documents"), and will in the future review all Additional Disclosure Documents,
all periodic reports to shareholders, and all advertising and sales material
relating to the Fund (all such documents and material that have been reviewed
and approved by the Adviser being collectively referred to as the "Supplemental
Disclosure Material"). The Adviser represents and warrants that the Initial
Covered Information do not contain any untrue statement of any material fact
and do not omit any statement of material fact required to be stated therein or
necessary to make the statements therein not misleading and that any
Supplemental Covered Information will not contain any untrue statement of any
material fact and will not omit any statement of material fact required to be
stated therein or necessary to make the statements therein not misleading. As
used herein, "Initial Covered Information" means information approved in
writing by the Adviser expressly for use in the Initial Disclosure Documents
that specifically describes the Adviser or any of its affiliates, the Index or
the Adviser's investment program for the Fund; and "Supplemental Covered
Information" means information approved in writing by the Adviser expressly for
use in any Supplemental Disclosure Material that specifically describes the
Adviser or any of its affiliates, the Index or the Adviser's investment program
for the Fund.
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(d) USE OF THE CITI MARKS. The Adviser or its affiliate is the owner
of the names and marks "Citi Market Pilot", CITI and Arc Logo, CITI, and
Citigroup (the "CITI Marks"), and the Adviser has the right to use the CITI
Marks 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 CITI Marks in connection with the management, distribution and
operation of the Fund. As of the date hereof, 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
CITI Marks as provided herein.
(e) INSURANCE. The Adviser maintains errors and omissions insurance
coverage (which may include self-insurance) in an amount it deems appropriate
and shall provide prior written notice to the Trust (i) of any failure to do
so; or (ii) if any material claims is made on its insurance policies in
connection with the services provided by the Adviser pursuant to this
Agreement. 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 with respect to its
selection of securities for the Fund in accordance with the Goal, and that all
selections shall be done in accordance with what is in the best interest of the
Fund, having regard to the Goal.
(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 CITI MARKS. Subject to the terms and conditions hereof, the
Adviser hereby grants to the Trust, its relevant affiliates and service
providers a perpetual (until closure of the Fund or such shorter time as
provided herein), non transferable, non-assignable, non-sublicenseable license
to use the name "Citi Market Pilot" (the "Name") solely as part of the name of
the Fund, and the other CITI Marks solely in connection with the management,
distribution and operation of the Fund. Such CITI Marks to be used (regardless
of medium) in Trust/ Fund offering documents, reports, statements, materials,
regulatory reports, archival records and/or other required documentation. The
foregoing authorization by the Adviser to the Trust, to use the Name as part of
the name of the Fund and to use the other CITI Marks is not exclusive of the
right of the Adviser itself to use, or to authorize others to use, the Name and
the other CITI Marks; the Trust acknowledges and agrees that, as between the
Trust and the Adviser,
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the Adviser has the right to use, and authorize others to use, the Name and the
other CITI Marks. The Trust shall (1) only use the Name and the other CITI
Marks in a manner approved in advance by the Adviser; (2) use its best efforts
to seek to maintain the quality of the services offered using the Name and the
other CITI Marks; and (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
materials using the Name or the other CITI Marks; (b) promptly phase out a
particular use of the Name or any other CITI ▇▇▇▇ previously approved by
Adviser, and (c) change the name of the Fund and cease all use of the other
CITI Marks on the date which is the earliest of (i) three months after 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, (ii) within
30 days of any termination of this Agreement pursuant to Section 12(a) or (iii)
immediately upon termination of this Agreement pursuant to Section 12(b) or
12(c), so as to eliminate all reference to the Name and the other CITI Marks
and will not thereafter use the Name in the name of, or any of the other CITI
Marks in connection with, the Fund, or any name or ▇▇▇▇ confusingly similar
thereto. The license granted by Adviser herein does not include the right to,
and the Trust shall not, use or authorize the use of the Name or any other CITI
▇▇▇▇ in any corporate name, trade name, or other entity name. The Trust shall
use notices regarding the ownership and registration status of the CITI Marks
in publicly distributed materials as reasonably requested by Adviser from time
to time. The Trust acknowledges and agrees that the Adviser or its affiliate
owns all right, title and interest in the Name and the other CITI Marks, and
all use thereof hereunder shall inure to the benefit of Adviser or its
applicable affiliate. Each of the Adviser and/or its Affiliates acknowledges
that the Trust shall use the Name and other CITI Marks in accordance with the
terms of the Agreement and that the Trust, its relevant affiliates and service
providers will (as a result) also benefit from the permitted use thereof.
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; 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.
13. CERTAIN DEFINITIONS. For the purposes of this Agreement:
(a) "Affirmative vote of a majority of the outstanding voting securities of
the
10
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 AND THE TRUST.
(a) 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 incontravention of: (i) any investment policy, guideline or
restriction set forth in the Registration Statement or as approved by the Board
from time to time in accordance with Section 1(a); or (ii) the 1940 Act (the
investments described in this subsection (b) collectively are referred to as
"Improper Investments").
(b) 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, a "Trust 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 the representations and warranties made by the
Adviser in Section 7(c) of this Agreement; or (ii) any Improper Investment;
provided, however, that nothing herein shall be deemed to protect any Trust
Indemnified Party who is a Trustee or officer of the Trust against, or to
indemnify any such Trust Indemnified Party from, 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.
(c) To the fullest extent permitted by applicable law, none of the
Adviser or its affiliates or any of its or their respective officers,
directors, members, principals, shareholders, representatives, partners,
managers, employees, agents or affiliates, nor any officers, directors,
members, principals, shareholders, representatives, partners, managers,
employees or agents of affiliates (each, an "Adviser Indemnified Party" and,
together with each Trust Indemnified Party, an "Indemnified Party") shall be
liable to the Trust or the Fund for any losses, claims, damages, liabilities or
expenses arising from any act or omission performed or omitted by it in
connection with this Agreement or the Fund's business or affairs except for any
such losses, claims, damages, liabilities or expenses that result from such
Adviser Indemnified Party's willful misfeasance, bad faith
11
or gross negligence or reckless disregard of the Adviser's obligations and
duties under this Agreement. Notwithstanding the foregoing provisions of this
Section 16(a), no provision of this Agreement shall constitute a waiver or
limitation of the Trust's rights under the 1940 Act.
(d) The Trust shall, to the fullest extent permitted by applicable
law or regulation, indemnify and hold harmless each Indemnified Person against
any losses, claims, damages, liabilities or expenses to which such Indemnified
Person may become subject in connection with any matter arising out of or in
connection with this Agreement or the Fund's business or affairs, except for
any such loss, claim, damage, liability or expense that result from such
Indemnified Person's willful misfeasance, bad faith or gross negligence or
reckless disregard of the Adviser's obligations and duties under this Agreement
or from any matter as to which any Trust Indemnified Party is entitled to
indemnification under Section 12(b).
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 of any anticipated change in the ownership of the
Adviser within a reasonable time prior to such change being effected.
18. JURISDICTION. This Agreement shall be governed by and construed
in accordance with the substantive laws of Commonwealth of Massachusetts and
the Adviser consents to the jurisdiction of courts, both state or federal, in
Massachusetts, with respect to any dispute under this Agreement.
19. PARAGRAPH HEADINGS; SURVIVAL. 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. Sections 8,9 and 14 will
survive the termination of this Agreement.
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.
12
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.
THE ADVISORS' INNER CIRCLE FUND, on behalf of the
Fund(s) listed on Schedule A
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
Citigroup First Investment Management Americas LLC
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
13
SCHEDULE A TO THE
INVESTMENT ADVISORY AGREEMENT DATED MAY 11, 2012 BETWEEN THE ADVISORS' INNER
CIRCLE FUND AND
CITIGROUP FIRST INVESTMENT MANAGEMENT AMERICAS LLC
The Trust will pay to the Adviser as compensation for the Adviser's services
rendered, a fee, computed daily at an annual rate based on the average daily
net assets of the Fund in accordance the following fee schedule:
FUND RATE
Citi Market Pilot 2020 Fund .............................................0.85%
Citi Market Pilot 2030 Fund .............................................0.85%
Citi Market Pilot 2040 Fund .............................................0.85%
A-1