AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
EXPENSE LIMITATION AGREEMENT, effective as of January 3, 2012 by and between
CBRE Clarion Securities 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 and amended May
15, 2012 (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 December 19, 2011 (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 each Fund's
Ordinary Operating Expenses (as hereinafter defined) at a level necessary in
order to maintain each Fund's expense ratio at the Maximum Annual Operating
Expense Limit (as hereinafter defined) specified for such Fund in Schedule A
hereto;
NOW THEREFORE, the parties hereto agree as follows:
1. EXPENSE LIMITATION.
1.1. APPLICABLE EXPENSE LIMIT. To the extent that the total fund operating
expenses incurred by a Fund in any fiscal year, including but not limited to
investment advisory fees payable to the Adviser but excluding interest,
dividend, interest and stock loan expense on securities sold short, 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 ("Ordinary Operating Expenses"), expressed as a percentage of the
Fund's average daily net assets, 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 amount specified in
Schedule A, expressed as a percentage of the average daily net assets of each
Fund.
1.3. METHOD OF COMPUTATION. To determine the Adviser's liability with
respect to the Excess Amount, each month the Ordinary Operating Expenses for
each Fund shall be annualized as of the last day of the month. If the annualized
Ordinary Operating Expenses of a Fund for any month 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 Ordinary Operating Expenses for such month 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 (either a Fund or the Adviser) 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. Such adjustment may result in the payment by a Fund to
the Adviser of investment advisory fees in an amount greater than the
contractual rate set forth in the Advisory Agreement. Any such payment made by a
Fund in accordance with this provision shall be outside the scope of the
reimbursement provisions of Section 2, below.
2. REIMBURSEMENT OF FEE WAIVERS AND EXPENSE REIMBURSEMENTS.
2.1. REIMBURSEMENT. If in any year in which the Advisory Agreement is still
in effect and the estimated aggregate Ordinary Operating Expenses of a Fund for
the fiscal year are less than the Maximum Annual Operating Expense Limit, the
Adviser shall be entitled to reimbursement by such Fund, in whole or in part as
provided below, of the investment advisory fees waived or reduced and other
payments remitted by the Adviser to such Fund pursuant to Section 1 hereof. The
total amount of reimbursement to which the Adviser may be entitled
("Reimbursement Amount") shall equal, at any time, the sum of all investment
advisory fees previously waived or reduced by the Adviser and all other payments
remitted by the Adviser to the Fund, pursuant to Section 1 hereof, during any of
the previous three (3) fiscal years, less any reimbursement previously paid by
such Fund to the Adviser, pursuant to this Section 2, with respect to such
waivers, reductions, and payments. The Reimbursement Amount shall not include
any additional charges or fees whatsoever, including, e.g., interest accruable
on the Reimbursement Amount.
2.2. BOARD NOTIFICATION. The Board shall be provided a quarterly report of
any reimbursements paid to the Adviser pursuant to this agreement.
2.3. METHOD OF COMPUTATION. To determine each Fund's accrual, if any, to
reimburse the Adviser for the Reimbursement Amount, each month the Ordinary
Operating Expenses of each Fund shall be annualized as of the last day of the
month. If the annualized Ordinary Operating Expenses of a Fund for any month are
less than the Maximum Annual Operating Expense Limit of such Fund, such Fund
shall accrue into its net asset value an amount payable to the Adviser
sufficient to increase the annualized Ordinary Operating Expenses of that Fund
for such month to an amount no greater than the Maximum Annual Operating Expense
Limit of that Fund, provided that the amount payable to the Adviser will in no
event exceed the total Reimbursement Amount. For accounting purposes, amounts
accrued pursuant to this Section 2 shall be a liability of the Fund for purposes
of determining the Fund's net asset value.
2.4. PAYMENT AND YEAR-END ADJUSTMENT. Amounts accrued pursuant to this
Agreement shall be payable to the Adviser as of the last day of each month. 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 (a Fund or the
Adviser) in order that the actual Ordinary Operating Expenses of a Fund for the
prior fiscal year (including any reimbursement payments hereunder with respect
to such fiscal year) do not exceed the Maximum Annual Operating Expense Limit.
3. TERM AND TERMINATION OF AGREEMENT.
This Agreement shall continue in effect with respect to each Fund until the date
indicated on Schedule A ("Initial Term End Date") 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
such 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.
This Agreement shall automatically terminate upon termination of the Advisory
Agreement.
4. MISCELLANEOUS.
4.1. 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.
4.2. 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.
4.3. 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 ▇▇▇▇ ▇▇▇.
4.4. 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
CBRE CLARION SECURITIES LLC
/s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
CEO
As amended and restated on: May 14, 2013
SCHEDULE A
MAXIMUM ANNUAL OPERATING EXPENSE LIMITS
This Agreement relates to the following Funds of the Trust:
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NAME OF FUND SHARE CLASS MAXIMUM ANNUAL INITIAL TERM END
OPERATING DATE
EXPENSE LIMIT
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CBRE Clarion Institutional Class Shares 1.64% February 28, 2014
Long/Short Fund
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CBRE Clarion Investor Class Shares 1.99% February 28, 2014
Long/Short Fund
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CBRE Clarion Global Institutional Class Shares 1.25% February 28, 2015
Infrastructure Value
Fund
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CBRE Clarion Global Investor Class Shares 1.60% February 28, 2015
Infrastructure Value
Fund
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