INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT (the "Agreement") made as of this 21st day of
September, 2009 by and between THE ADVISORS' INNER CIRCLE FUND (the "Trust"), a
Massachusetts voluntary association registered as an investment company under
the Investment Company Act of 1940, as amended (the "1940 Act"), and PENNANT
MANAGEMENT, INC. (the "Adviser"), a Wisconsin corporation with its principal
place of business at 11270 West Park Place, Suite 1025, Milwaukee, WI 53224.
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 (each, a "Fund" and, collectively, the
"Funds"), 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 Funds. In such capacity,
the Adviser shall, subject to the supervision of the Board,
regularly provide the Funds with investment research, advice and
supervision and shall furnish continuously an investment program
for the Funds, consistent with the respective investment objectives
and policies of each Fund. The Adviser shall determine, from time
to time, what securities shall be purchased for the Funds, what
securities shall be held or sold by the Funds and what portion of
the Funds' 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 Funds, 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 Funds in the same manner
and with the same force and effect as the Funds themselves 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 each 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 a Fund's assets or to otherwise exercise its
right to control the overall management of a 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 and
regulations 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
1
Registration Statement, as amended or supplemented, of the Funds,
and with any policies, guidelines, instructions and procedures
approved by the Board and provided to the Adviser. In selecting
each 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 Funds 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 Funds
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 Funds' 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 Funds). The Adviser may also instruct the Funds' custodian
and/or broker(s) to provide reports of holdings in the portfolio of
the Funds. 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 Funds' 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 Funds, 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 Funds) relating to its responsibilities provided
hereunder with respect to the Funds, 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.
2
(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 Funds 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 any
Fund.
3. INFORMATION AND REPORTING. The Adviser shall provide the Trust and its
respective 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 any Fund in
accordance with its investment objectives and policies or any
applicable law; or (ii) any material breach of any of the Funds' or
the Adviser's policies, guidelines or procedures. In addition, the
Adviser shall provide a quarterly report regarding each 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 Sarbanes-Oxley 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
3
body, involving the affairs of the Trust (excluding class action
suits in which a 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 also provide the
Trust with any information reasonably requested regarding its
management of the Funds 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 Funds 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 Funds 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 a 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 a 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 a 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 a 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.
4
(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 a 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 a 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
a 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 a 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, and any amendments
or supplements thereto, the annual or semi-annual reports to
shareholders, other reports filed with the Commission and any
marketing material of a Fund (collectively the "Disclosure
Documents") and represents and warrants that with respect to
disclosure about the Adviser, the manner in which the Adviser
manages the Fund or information relating directly or indirectly to
the Adviser, such Disclosure Documents contain or will contain, as
of the date thereof, no untrue statement of any material fact and
does not omit any statement of material fact which was required to
be stated therein or necessary to make the statements contained
therein not misleading.
5
(d) USE OF THE NAME "USFS". The Adviser has the right to use the name
"USFS" 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 "USFS" in connection
with the management and operation of the Funds. 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 "USFS."
(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 a 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
Funds, 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 "USFS". The Adviser grants to the Trust a license to use the
name "USFS" (the "Name") as part of the name of any Fund. The foregoing
authorization by the Adviser to the Trust to use the Name as part of
the name of any 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 any 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 any
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 Funds 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 Funds.
6
The method for determining net assets of a 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 any Fund
in any way or otherwise be deemed to be an agent of the Trust or any
Fund. If any occasion should arise in which the Adviser gives any
advice to its clients concerning the shares of a 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 any 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 each Fund;
provided, however, that if the continuance of this Agreement is
submitted to the shareholders of the Funds 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 Funds 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
7
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. The Adviser shall indemnify and hold
harmless the Trust and all affiliated persons thereof (within the
meaning of Section 2(a)(3) of the 1940 Act) and all controlling persons
(as described in Section 15 of the 1933 Act) (collectively, the
"Adviser Indemnitees") against any and all losses, claims, damages,
liabilities or litigation (including reasonable legal and other
expenses) by reason of or arising out of: (a) the Adviser being in
material violation of any applicable federal or state law, rule or
regulation or any investment policy or restriction set forth in the
Funds' Registration Statement or any written guidelines or instruction
provided in writing by the Board, (b) a Fund's failure to satisfy the
diversification or source of income requirements of Subchapter M of the
Code, or (c) the Adviser's misfeasance or negligence generally in the
performance of its duties hereunder or its negligent disregard of its
obligations and duties under this Agreement.
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.
8
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.
9
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 each Fund
listed on Schedule A
By: /s/ PHILIP T. MASTERSON
--------------------------------
Name: Philip T. Masterson
Title: President
PENNANT MANAGEMENT, INC.
By: /s/ MARK A. ELSTE
-------------------------------
Name: Mark A. Elste
Title: President & CEO
10
SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT
DATED SEPTEMBER 21, 2009 BETWEEN
THE ADVISORS' INNER CIRCLE FUND
AND
PENNANT MANAGEMENT, 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 respective Fund in accordance the following fee schedule:
FUND RATE
---- ----
USFS Funds Limited Duration Government Fund ...............................0.41%
USFS Funds Tactical Asset Allocation Fund .................................0.75%
A-1