AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT, effective as of August 12,
2008 by and between Westwood Management Corp. (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 16, 2005 (the "Advisory Agreement"), pursuant to which
the Adviser provides investment advisory services to each Fund for compensation
based on the value of the average daily net assets of each such Fund;
WHEREAS, the Trust and the Adviser have determined that it is appropriate and
in the best interests of each Fund and its shareholders to maintain the
expenses of each Fund at a level below the level to which each such Fund would
normally be subject in order to maintain each Fund's expense ratios at the
Maximum Annual Operating Expense Limit (as hereinafter defined) specified for
such Fund in Schedule A hereto;
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, and other extraordinary expenses not incurred in the
ordinary course of such Fund's business) 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.
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1.3. METHOD OF COMPUTATION. To determine the Adviser's liability with respect
to the Excess Amount, each month the Fund Operating Expenses for each Fund
shall be annualized as of the last day of the month. If the annualized Fund
Operating Expenses for any month of a Fund exceed the Maximum Annual Operating
Expense Limit of such Fund, the Adviser shall first waive or reduce its
investment advisory fee for such month by an amount sufficient to reduce the
annualized Fund Operating Expenses to an amount no higher than the Maximum
Annual Operating Expense Limit. If the amount of the waived or reduced
investment advisory fee for any such month is insufficient to pay the Excess
Amount, the Adviser may also remit to the appropriate Fund or Funds an amount
that, together with the waived or reduced investment advisory fee, is
sufficient to pay such Excess Amount.
1.4. YEAR-END ADJUSTMENT. If necessary, on or before the last day of the first
month of each fiscal year, an adjustment payment shall be made by the
appropriate party in order that the amount of the investment advisory fees
waived or reduced and other payments remitted by the Adviser to the Fund or
Funds with respect to the previous fiscal year shall equal the Excess Amount.
2. 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 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 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
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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.
3.1 ALL FUNDS (EXCEPT THE WESTWOOD DIVIDEND GROWTH FUND).
This Agreement shall continue in effect with respect to each Fund (except the
Westwood Dividend Growth 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 term;
or at such earlier time provided that such termination is approved by majority
vote of the Trustees and the Independent Trustees voting separately.
3.2 WESTWOOD DIVIDEND GROWTH FUND.
This Agreement shall continue in effect with respect to the Westwood Dividend
Growth Fund until the date indicated on Schedule A ("Initial Term End Date")
and shall thereafter continue in effect until its termination by shareholders
of the Westwood Dividend Growth Fund.
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
C:\Users\MP073054\Desktop\(d)(28).docx the foregoing liabilities. The Trust's
Declaration of Trust, as amended from time to time, is on
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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
____________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Vice President and Secretary
WESTWOOD MANAGEMENT CORP.
____________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇.
Vice President
Amended and Restated on: February 26, 2013
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SCHEDULE A
MAXIMUM ANNUAL OPERATING EXPENSE LIMITS
This Agreement relates to the following Funds of the Trust:
NAME OF FUND MAXIMUM ANNUAL INITIAL TERM
OPERATING EXPENSE LIMIT END DATE
Westwood Large Cap Value Fund
Institutional Shares 1.00% February 28, 2016
Class A Shares 1.25% February 28, 2016
Westwood Income Opportunity Fund
Institutional Shares 0.90%* February 28, 2016
Class A Shares 1.15%* February 28, 2016
Westwood SMidCap Fund
Institutional Shares 1.25% February 28, 2016
Westwood SmallCap Value Fund
Institutional Shares 1.10%** February 28, 2016
Westwood Dividend Growth Fund***
Institutional Shares 1.00% February 28, 2016
Westwood SMidCap Plus Fund
Institutional Shares 1.00% February 28, 2016
Westwood Short Duration High Yield Fund
Institutional Shares 0.90% February 28, 2016
Class A Shares 1.15% February 28, 2016
Westwood Global Equity Fund
Institutional Shares 1.00% February 28, 2016
Class A Shares 1.25% February 28, 2016
Westwood Global Dividend Fund
Institutional Shares 1.00% February 28, 2016
Class A Shares 1.25% February 28, 2016
Westwood Emerging Markets Fund
Institutional Shares 1.20% February 28, 2016
Class A Shares 1.45% February 28, 2016
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Institutional Shares 1.20% February 28, 2016
Class A Shares 1.45% February 28, 2016
* Prior to November 1, 2009, the Maximum Annual Operating Expense Limits for
Institutional Shares and Class A Shares of the Westwood Income Opportunity Fund
were 1.00% and 1.25%, respectively.
** Prior to February 26, 2013, the Maximum Annual Operating Expense Limit for
Institutional Shares of the Westwood SmallCap Value Fund was 1.25%.
*** The Maximum Annual Operating Expense Limitation of the Westwood Dividend
Growth Fund cannot increase above 1.00% without shareholder approval.
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