AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT ("AGREEMENT"), effective as of
September 1, 2016 by and between Cambiar Investors, 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 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 June 24, 2002 (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 ratio at the Maximum Annual
Operating Expense Limit (as hereinafter defined) specified for such Fund in
Schedule A hereto;
WHEREAS, the Trust and the Adviser initially entered into the Agreement
effective September 1, 2010; and
WHEREAS, the Trust and the Adviser have determined to amend and restate the
Agreement.
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 (but excluding interest,
taxes, brokerage commissions, acquired fund fees and expenses, other
expenditures which are capitalized in accordance with generally accepted
accounting principles, other non-routine expenses not incurred in the
ordinary course of such Fund's business, amounts payable pursuant to any
plan adopted in accordance with Rule 12b-1 under the 1940 Act, and any
shareholder servicing fees) 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 ("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 amount specified in
Schedule A based on a percentage of the average daily net assets of each
Fund. 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.
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. 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 Fund Operating Expenses of such Fund for
the fiscal year are less than the Maximum Annual Operating Expense Limit
for that year, 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 Funds shall provide to the Trust's Board of
Trustees a quarterly report of any reimbursements paid to the Adviser
pursuant to this Agreement.
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2.3. METHOD OF COMPUTATION. To determine each Fund's accrual, if any, to
reimburse the Adviser for the Reimbursement Amount, each month the Fund
Operating Expenses of each Fund shall be annualized as of the last day of
the month. If the annualized Fund 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 Fund Operating Expenses
of that Fund to an amount no greater than the Maximum Annual Operating
Expense Limit of that Fund, provided that such amount paid 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 in order
that the actual Fund 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 all Funds until the
date indicated on Schedule A (the "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 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.
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.
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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.
4.5. PRIOR AGREEMENTS. This Agreement supersedes all prior agreements between
the Trust and the Adviser in relation to the subject matter hereof with
respect to the Funds listed in Schedule A, attached hereto.
[SIGNATURE PAGE FOLLOWS]
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
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: VP + Secretary
CAMBIAR INVESTORS, LLC
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Director, CCO
SIGNATURE PAGE - CAMBIAR EXPENSE LIMITATION AGREEMENT
SCHEDULE A
AMENDED AS OF SEPTEMBER 1, 2016
MAXIMUM ANNUAL OPERATING EXPENSE LIMIT
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MAXIMUM
ANNUAL
OPERATING
NAME OF FUND EXPENSE LIMIT INITIAL END DATE
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Cambiar Opportunity Fund 0.80% September 1, 2017
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Cambiar Small Cap Fund 1.05% September 1, 2017
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Cambiar Unconstrained Equity Fund 1.10% September 1, 2017
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Cambiar International Equity Fund 0.95% September 1, 2017
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Cambiar ▇▇▇▇ Fund 0.95% September 1, 2017
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Cambiar Global Equity Fund 0.95% September 1, 2017
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Cambiar International Small Cap Fund 1.15% September 1, 2017
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