INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT (the "Agreement") made as of this ___th
day of ______, 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 Thomson ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Inc. (the
"Adviser"), a Delaware corporation 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 research, advice and supervision and shall furnish
continuously an investment program for the Fund, consistent with the investment
objectives and policies of the Fund. The Adviser shall determine, from time to
time, what securities shall be purchased for the Fund, what securities shall be
held or sold by the Fund and what portion of the Fund's assets shall be held
uninvested in cash, subject always to the provisions of the Trust's Agreement
and Declaration of Trust, By-Laws and its registration statement on Form N-1A
(the "Registration Statement") under the 1940 Act, and under the Securities Act
of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the
Securities and Exchange Commission (the "Commission"), and to the investment
objectives, policies and restrictions of the Fund, as each of the same shall be
from time to time in effect. To carry out such obligations, the Adviser shall
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.
(b) Compliance. The Adviser agrees to comply with the
requirements of the 1940 Act, the Investment Advisers Act of 1940, as amended
(the "Advisers Act"), the 1933 Act, the Securities Exchange Act of 1934, as
amended (the "1934 Act"), the Commodity Exchange Act and the respective rules
and regulations thereunder, as applicable, as well as with all other applicable
federal and state laws, rules, regulations and case law that relate to the
services and relationships described hereunder and to the conduct of its
business as a registered investment adviser. The Adviser also agrees to comply
with the objectives, policies and restrictions set forth in the Registration
Statement, as amended or supplemented, of the Fund, and with any policies,
guidelines, instructions and procedures approved by the Board and provided to
the Adviser. In selecting the Fund's portfolio securities and performing the
Adviser's obligations hereunder, the Adviser shall cause the Fund to comply with
the diversification and source of income requirements of Subchapter M of the
Internal Revenue Code of 1986, as amended (the "Code"), for qualification as a
regulated investment company. The Adviser shall maintain compliance procedures
that it reasonably believes are adequate to ensure its compliance with the
foregoing. No supervisory activity undertaken by the Board shall limit the
Adviser's full responsibility for any of the foregoing.
(c) Proxy Voting. The Board has the authority to determine how
proxies with respect to securities that are held by the Fund shall be voted, and
the Board has initially determined to delegate the authority and responsibility
to vote proxies for the Fund's securities to the Adviser. So long as proxy
voting authority for the Fund has been delegated to the Adviser, the Adviser
shall exercise 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 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 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 delay during any day the Trust is open for business.
(e) Holdings Information and Pricing. The Adviser shall
provide 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.
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
ensure that its Access Persons (as defined in the Adviser's Code of Ethics)
comply in all material respects with the Adviser's Code of Ethics, as in effect
from time to time. Upon 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 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 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. Upon request, the Adviser shall also provide
the officers of the Trust with supporting certifications in connection with such
certifications of Fund financial statements and disclosure controls pursuant to
the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. 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 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 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 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 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 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. Nothing in this Agreement shall permit the Adviser
to take or receive physical possession of cash, securities or other investments
of the Fund.
6. ALLOCATION OF CHARGES AND EXPENSES. The Adviser will bear
its own costs of providing services hereunder. Other than as herein
specifically indicated, the Adviser shall not be responsible for the Fund's
expenses, including brokerage and other expenses incurred in placing orders for
the purchase and sale of securities and other investment instruments.
7. REPRESENTATIONS, WARRANTIES AND COVENANTS.
(a) Properly Registered. The Adviser is registered as an
investment adviser under the Advisers Act, and will remain so registered for the
duration of this Agreement. The Adviser is not prohibited by the Advisers Act or
the 1940 Act from performing the services contemplated by this Agreement, and to
the best knowledge of the Adviser, there is no proceeding or investigation that
is reasonably likely to result in the Adviser being prohibited from performing
the services contemplated by this Agreement. The Adviser agrees to promptly
notify the Trust of the occurrence of any event that would disqualify the
Adviser from serving as an investment adviser to an investment company. The
Adviser is in compliance in all material respects with all applicable federal
and state law in connection with its investment management operations.
(b) ADV Disclosure. The Adviser has provided the Trust with a
copy of its Form ADV 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 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 "Thomson ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇". The Adviser
has the right to use the name "Thomson ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇" 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 "Thomson
▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇" 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 "Thomson ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇".
(e) Insurance. The Adviser maintains errors and omissions
insurance coverage in an appropriate amount 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 with respect to its
selection of securities for the Fund, and that all selections shall be done in
accordance with what is in the best interest of the Fund.
(g) Conflicts. The Adviser shall act honestly, in good faith
and in the best interests of the Trust including requiring any of its personnel
with knowledge of Fund activities to place the interest of the Fund first, ahead
of their own interests, in all personal trading scenarios that may involve a
conflict of interest with the Fund, consistent with its fiduciary duties under
applicable law.
(h) Representations. The representations and warranties in this
Section 7 shall be deemed to be made on the date this Agreement is executed and
at the time of delivery of the quarterly compliance report required by Section
3(a), whether or not specifically referenced in such report.
8. THE NAME "THOMSON ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇." The Adviser grants
to the Trust a license to use the name "Thomson ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇" (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 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. In addition, the Adviser shall
deliver the Fund Books and Records to the Trust by such means and in accordance
with such schedule as the Trust shall direct and shall otherwise cooperate, as
reasonably directed by the Trust, in the transition of portfolio asset
management to any successor of the Adviser.
13. CERTAIN DEFINITIONS. For the purposes of this Agreement:
(a) "Affirmative vote of a majority of the outstanding voting
securities of the Fund" shall have the meaning as set forth in the 1940 Act,
subject, however, to such exemptions as may be granted by the 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) of statements in the Fund's
Disclosure Documents.
(b) The Adviser shall be liable to the Fund for any loss
(including transaction costs) incurred by the Fund as a result of any investment
made by the Adviser in contravention of: (i) any investment policy, guideline or
restriction set forth in the Registration Statement or as approved by the Board
from time to time and provided to the Adviser; or (ii) applicable law, including
but not limited to the 1940 Act and the Code (including but not limited to the
Fund's failure to satisfy the diversification or source of income requirements
of Subchapter M of the Code) (the investments described in this subsection (b)
collectively are referred to as "Improper Investments").
(c) The Adviser shall indemnify and hold harmless the Trust,
each affiliated person of the Trust within the meaning of Section 2(a)(3) of the
1940 Act, and each person who controls the Trust within the meaning of Section
15 of the 1933 Act (any such person, an "Indemnified Party") against any and all
losses, claims, damages, expenses or liabilities (including the reasonable cost
of investigating and defending any alleged loss, claim, damage, expense or
liability and reasonable counsel fees incurred in connection therewith) to which
any such person may become subject under the 1933 Act, the 1934 Act, the 1940
Act or other federal or state statutory law or regulation, at common law or
otherwise, insofar as such losses, claims, damages, expenses or liabilities (or
actions in respect thereof) arise out of or are based upon: (i) a breach by the
Adviser of this Agreement or of the representations and warranties made by the
Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or
alleged untrue statement of a material fact contained in any Disclosure Document
or the omission or alleged omission from a Disclosure Document of a material
fact required to be stated therein or necessary to make the statements therein
not misleading; or (iv) the Adviser's performance or non-performance of its
duties hereunder; provided, however, that nothing herein shall be deemed to
protect any Indemnified Party who is a Trustee or officer of the Trust against
any liability to the Trust or to its shareholders to which such Indemnified
Party would otherwise be subject by reason or willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
such person's office with the Trust.
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 or otherwise reasonably foreseeable
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. 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 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:
--------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
THOMSON ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, INC.
By:
-----------------------------
Name:
Title:
SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT
DATED ____________, 201_ BETWEEN
THE ADVISORS' INNER CIRCLE FUND
AND
THOMSON ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, 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 with the following fee schedule:
FUND RATE
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Thomson ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ MicroCap Fund 1.25%