INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT (the "Agreement") made as of this 27th day
of June, 2016 by and between THE ADVISORS' INNER CIRCLE FUND II (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 R SQUARED CAPITAL MANAGEMENT L.P. (the "Adviser"),
a Delaware limited partnership with its principal place of business at 000 Xxxx
Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000.
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, as provided to the Adviser
in writing. 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 and provided to the Adviser in writing. 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 in securities,
commodity interests, and other investment instruments; 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
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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 and provided to the Adviser in writing, of the Fund,
and with any policies, guidelines, instructions and procedures
approved by the Board and provided to the Adviser in writing. 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 Fund.
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 to its designated
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 specifically 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
pertaining to Fund assets advised by the Adviser required by Rule
31a-1(f) 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
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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 delivered to the Trust upon the termination of this
Agreement and shall be available to the Board during the Adviser's
normal business hours.
(e) HOLDINGS INFORMATION AND PRICING. The Adviser shall provide
[quarterly/monthly] reports to the Trust 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 Trust's valuation procedures for the purpose of
calculating the Fund's net asset value in accordance with
procedures and methods established by the Board, and
provided to the Adviser in writing.
(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. The Adviser shall not be responsible for any
act or omission of any third party, including, without
limitation, any administrator, distributor, custodian, or
transfer agent for the Fund, or the Trust.
(g) SERVICES NOT EXCLUSIVE. The services of the Adviser
rendered to the Fund are not exclusive. The Adviser may now
and in the future manage other investment accounts,
including accounts with investment objectives and/or
investment strategies identical or similar to those of the
Fund ("Similar Accounts"). Nothing in this Agreement
restricts Adviser from managing Similar Accounts, entering
into other investment management, advisory, or similar
relationships, or otherwise dealing with any securities for
the account of any other client; provided that the Adviser
treats the Fund fairly and allocates investment
opportunities in a manner consistent with its fiduciary
obligations to the Fund. The Trust acknowledges and agrees
that: (i) such activities may involve substantial time
and/or resources of the Adviser; (ii) the Adviser may charge
fees which differ from the fees to be paid to the Adviser
hereunder; and (iii) the Adviser makes no representations,
warranties or guarantees that investment results will be the
same for all clients or accounts managed by the Adviser or
that the investment results of the Fund will be the same as,
or better than, the investment results of Similar Accounts
or other accounts that are managed by the Adviser.
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
has implemented procedures reasonably designed to 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,
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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 Advisor. The Advisor 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 promptly
upon detection of (i) any material failure to manage the
Fund in accordance with its investment objectives and
policies provided to the Adviser in writing or any
applicable law; or (ii) any material breach of any of the
Fund's or policies, guidelines or procedures provided to the
Adviser in writing, or the Adviser's policies, guidelines or
procedures as they relate to the management of the Fund. In
addition, the Adviser shall provide a quarterly report to
the Trust regarding the Fund's compliance with such
investment objectives and policies, applicable law,
including, but not limited to the 1940 Act and Subchapter M
of the Code. The Adviser agrees to seek to correct any such
failure promptly, subject to orderly disposition of assets
by the Adviser in its sole discretion, and to take such
further 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 Xxxxxxxx-Xxxxx 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 of
the Fund 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
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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 shall
seek for the Fund the most favorable execution 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 to determine
whether such commissions, paid over representative periods
of time, were reasonable in relation to the services and
benefits provided to the Fund. 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 Advisor will bear its own
costs of providing services hereunder. Other than as herein
specifically indicated, the Adviser shall not be
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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 1 as most recently filed with the
SEC and its current Part 2.A, if required to be filed with
the SEC and will, promptly after filing any amendment to its
Form ADV with the SEC updating its Part 2.A, 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 provided to the Adviser and filed with the
Commission (including any amendment, supplement or sticker
to any of the foregoing) and advertising and sales material
relating to the Fund provided by the Adviser (collectively
the "Disclosure Documents") and represents and warrants,
with respect to disclosure regarding the Adviser and the
investment strategy employed by the Adviser in managing the
Fund, 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 "R SQUARED" OR "RSQ." The Adviser has the
right to use the name "R Squared" or "RSQ" 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 "R Squared" or "RSQ" 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 "R Squared" or "RSQ."
(e) INSURANCE. The Adviser maintains errors and omissions
insurance coverage in an amount it deems appropriate, 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.
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(f) 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 and its Code
of Ethics.
(g) 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 "RSQ." The Adviser grants to the Trust a license to use the
name "RSQ" (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.
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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, in either case 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
(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
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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) Notwithstanding any other provision of this Agreement, the
Adviser shall have responsibility for the accuracy and
completeness (and liability for the lack thereof) of
statements in the Fund's Disclosure Documents solely to the
extent such statements relate to disclosure regarding the
Adviser and the investment strategy employed by the Adviser
in managing the Fund, and provided that any changes to such
disclosure are first acknowledged by the Adviser in writing.
(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 Advisor 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) Subject to the provisions of Section 3(a) and 14(a) of this
Agreement, 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) that are a
direct result of: (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 related to the management of the Fund's investment
portfolio 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 of 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
9
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.
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THE ADVISORS' INNER CIRCLE FUND II,
on behalf of the Fund(s) listed on Schedule A
By: /s/ Xxxxxxx Xxxxxxx
-------------------
Name: Xxxxxxx Xxxxxxx
Title: President
R SQUARED CAPITAL MANAGEMENT L.P.
By: /s/ Xxxxxxx Xxxx
----------------
Name: Xxxxxxx Xxxx
Title: Chairman
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SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT
DATED JUNE 27, 2016 BETWEEN
THE ADVISORS' INNER CIRCLE FUND II
AND
R SQUARED CAPITAL MANAGEMENT, L.P.
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 the following fee schedule:
FUND RATE
--------------------------------------------------------------------------------
RSQ International Equity Fund ......................................... 0.80%
12
