SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN A PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
THE ADVISORS' INNER CIRCLE FUND
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
CORNERSTONE ADVISORS PUBLIC ALTERNATIVES FUND
A SERIES OF
THE ADVISORS' INNER CIRCLE FUND
ONE FREEDOM VALLEY DRIVE
OAKS, PENNSYLVANIA 19456
Dear Shareholder:
Enclosed is a notice, proxy statement and proxy card for a Special Meeting
of Shareholders (the "Meeting") of the Cornerstone Advisors Public Alternatives
Fund (the "Fund"), a series of The Advisors' Inner Circle Fund (the "Trust").
The Meeting is scheduled for February 14, 2013. If you are a shareholder of
record of the Fund as of the close of business on January 2, 2013, you are
entitled to vote at the Meeting, and any adjournment of the Meeting.
At the Meeting, shareholders will be asked to approve a new investment
sub-advisory agreement (the "New Agreement") between Cornerstone Advisors Inc.,
the investment adviser to the Fund (the "Adviser"), and ClariVest Asset
Management LLC ("ClariVest"), a sub-adviser to the Fund (the "Proposal"). The
New Agreement has the same sub-advisory fee as, and otherwise does not
materially differ from, the prior sub-advisory agreement (the "Prior Agreement")
between the Adviser and ClariVest. You are being asked to approve the New
Agreement because the Prior Agreement may be deemed to have terminated as a
result of the transaction described below.
As discussed in more detail in the enclosed proxy statement, Eagle Asset
Management, Inc. ("Eagle"), a subsidiary of Raymond James Financial, Inc.,
entered into an agreement with ClariVest, Stellate Partners ("Stellate") and
Lovell Minnick Partners ("Lovell") pursuant to which Eagle has acquired a 45%
minority interest in ClariVest by purchasing the 5% minority interest in
ClariVest held by Stellate and the 40% minority interest in ClariVest held by
Lovell (the "Transaction"). The Transaction closed on December 24, 2012 (the
"Closing").
The Transaction may be considered to have resulted in the assignment and
termination of the Prior Agreement. Section 15(a)(4) of the Investment Company
Act of 1940 requires the automatic termination of an advisory contract when it
is assigned. Shareholders of the Fund are being asked to vote to approve the New
Agreement so that the management of the Fund may continue without any
interruption.
At a special meeting held on December 5, 2012, the Board of Trustees of the
Trust (the "Board") approved the New Agreement and recommended that the Proposal
be submitted to shareholders for approval. At the same meeting, the Board also
approved an interim agreement (the "Interim Agreement") under which ClariVest
can provide investment sub-advisory services for the Fund for up to 150 days
between termination of the Prior Agreement and shareholder approval of the New
Agreement. The Board approved the Interim Agreement to allow ClariVest to
continue providing sub-advisory services to the Fund for the 150-day period
following the Closing in the event that shareholders did not approve the New
Agreement before the Closing. Since shareholders did not approve the New
Agreement before the Closing, ClariVest currently is providing investment
sub-advisory services to the Fund pursuant to the Interim Agreement.
Compensation earned by ClariVest under the Interim Agreement will be held in an
interest-bearing escrow account. If the Fund's shareholders approve the New
Agreement before the 150-day term of the Interim Agreement expires, the
compensation (plus interest) payable under the Interim Agreement will be paid to
ClariVest, but if the New Agreement is not so approved, only the lesser of the
costs incurred (plus interest) or the amount in the escrow account (including
interest) will be paid to ClariVest.
To help you further understand the Proposal, we have enclosed a
Questions & Answers section that provides an overview of the Proposal.
More specific information about the Proposal is contained in the
proxy statement, which you should consider carefully.
THE BOARD OF TRUSTEES OF THE ADVISORS' INNER CIRCLE FUND HAS
UNANIMOUSLY APPROVED THE PROPOSAL AND RECOMMENDS THAT YOU VOTE "FOR" THE
PROPOSAL AS DESCRIBED IN THE PROXY STATEMENT.
YOUR VOTE IS IMPORTANT TO US. PLEASE TAKE A FEW MINUTES TO REVIEW
THIS PROXY STATEMENT AND VOTE YOUR SHARES TODAY. We have enclosed a proxy card
that we ask you to complete, sign, date and return as soon as possible, unless
you plan to attend the Meeting. You may also vote your shares by touch-tone
telephone, through the Internet or in person. Please follow the enclosed
instructions to utilize any of these voting methods.
If we do not receive your vote promptly, you may be contacted by a
representative of the Fund, who will remind you to vote your shares.
Thank you for your attention and consideration of this important
Proposal and for your investment in the Fund. If you need additional
information, please call shareholder services at 1-888-762-1442. Do not call
ClariVest.
Sincerely,
/s/ Michael Beattie
Michael Beattie
President
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PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY CARD IS REQUESTED. A
SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE, ALONG
WITH INSTRUCTIONS ON HOW TO VOTE OVER THE INTERNET OR BY TELEPHONE, SHOULD YOU
PREFER TO VOTE BY ONE OF THOSE METHODS.
IMPORTANT NEWS FOR SHAREHOLDERS
As discussed in more detail in the enclosed proxy statement, Eagle
Asset Management, Inc. ("Eagle"), a subsidiary of Raymond James Financial, Inc.,
has entered into an agreement with ClariVest Asset Management LLC ("ClariVest"),
Stellate Partners ("Stellate") and Lovell Minnick Partners ("Lovell") pursuant
to which Eagle has acquired a 45% minority interest in ClariVest by purchasing
the 5% minority interest in ClariVest held by Stellate and the 40% minority
interest in ClariVest held by Lovell (the "Transaction"). The Transaction closed
on December 24, 2012 (the "Closing"). The Proposal discussed below is
contemplated in connection with the Transaction.
PROPOSAL: APPROVAL OF THE NEW SUB-ADVISORY AGREEMENT
By law, the Fund's sub-advisory agreement under which ClariVest
provides sub-advisory services to the Fund (the "Prior Agreement") may be deemed
to have terminated upon Closing of the Transaction. On December 5, 2012, the
Board approved a new sub-advisory agreement between ClariVest and Cornerstone
Advisors Inc. (the "Adviser"), investment adviser of the Fund, with respect to
the Fund (the "New Agreement"), that would become effective upon shareholder
approval. You are being asked to approve the New Agreement.
The Fund's portfolio managers and substantially all of the other
employees of ClariVest continue to provide uninterrupted management of your
Fund following the Closing of the Transaction. Under the New Agreement,
ClariVest will provide the same sub-advisory services to the Fund on the same
terms as ClariVest provided such services under the Prior Agreement. The
sub-advisory fee rate paid under the Prior Agreement will remain unchanged
under the New Agreement.
The Investment Company Act of 1940, as amended (the "1940 Act"),
which regulates investment companies such as the Fund, requires that an
investment company's shareholders approve the investment company's advisory
contract with its sub-adviser. To ensure that ClariVest's management of your
Fund will continue without any interruption, the shareholders of the Fund are
being asked to approve the New Agreement.
The Transaction will not result in any changes to the organization or
structure of the Fund. After the Closing, ClariVest continues to serve as the
Fund's sub-adviser and none of the Fund's other service providers will change
in connection with the Transaction. There is no anticipated change in the
Fund's portfolio managers in connection with the Transaction. Potential
benefits to the Fund as a result of the Transaction include Eagle's ability to
provide substantial sales, marketing and client service resources to ClariVest.
As a result, it is anticipated that ClariVest will be able to devote more of
its resources to portfolio management. In addition, the Transaction will
potentially help ClariVest attract and retain investment talent by providing
growth opportunities to young professionals as the firm grows. However, there
can be no assurances that these potential benefits will be realized.
If the Fund's shareholders do not approve the New Agreement, the
Board will take such actions as it deems to be in the best interests of the
Fund and its shareholders, which may include resubmitting the New Agreement to
shareholders for approval, submitting a new sub-advisory agreement with an
advisory organization recommended by the Adviser and approved by the Board to
shareholders for approval or making other arrangements.
i
THE INTERIM AGREEMENT
The Board has approved an interim sub-advisory agreement (the
"Interim Agreement") between the Adviser and ClariVest, which became effective
for the Fund at the Closing. Under the Interim Agreement, ClariVest will
continue to serve as sub-adviser and manage a portion of the Fund's portfolio
for up to 150 days following the Closing.
The terms of the Interim Agreement are substantially the same as
those of the Prior Agreement, except for certain provisions that are required
by law and except that the date of the Interim Agreement is made current. The
provisions required by law include a requirement that fees payable under the
Interim Agreement be paid into an escrow account. If the Fund's shareholders
approve the New Agreement by the end of the 150-day period, the compensation
(plus interest) payable under the Interim Agreement will be paid to ClariVest,
but if the New Agreement is not so approved, only the lesser of the costs
incurred (plus interest) or the amount in the escrow account (including
interest) will be paid to ClariVest.
QUESTIONS AND ANSWERS
While we encourage you to read the full text of the enclosed proxy
statement, for your convenience here is a brief overview of the matter
affecting the Fund that requires a shareholder vote.
Q. WHY AM I BEING ASKED TO VOTE ON A NEW SUB-ADVISORY AGREEMENT FOR MY FUND?
A. As discussed in more detail in the enclosed proxy statement, Eagle has
entered into an agreement with ClariVest, Stellate and Lovell pursuant to
which Eagle has acquired a 45% minority interest in ClariVest by purchasing
the 5% minority interest in ClariVest held by Stellate and the 40% minority
interest in ClariVest held by Lovell. The Transaction closed on December
24, 2012. By law, the Prior Agreement under which ClariVest provided
sub-advisory services to the Fund may be deemed to have terminated upon the
Closing of the Transaction.
On December 5, 2012, the Board approved the New Agreement between ClariVest
and Cornerstone that would become effective upon Closing, subject to
shareholder approval. You are being asked to approve the New Agreement.
The Fund's portfolio managers and substantially all of the other employees
of ClariVest continue to provide uninterrupted management of your Fund
following the Closing of the Transaction pursuant to the Interim Agreement,
as discussed below. Under the New Agreement, ClariVest will provide the
same sub-advisory services to the Fund on the same terms as ClariVest
provided such services under the Prior Agreement. The sub-advisory fee
rate paid under the Prior Agreement will remain unchanged under the New
Agreement.
Q. HOW WILL THE TRANSACTION AFFECT ME AS A SHAREHOLDER?
A. The Transaction will not result in any changes to the organization or
structure of the Fund. You will still own the same shares in the same Fund.
After the Closing, if the New Agreement is approved, ClariVest will
continue to serve as the Fund's sub-adviser and none of the Fund's other
service providers will change in connection with the Transaction. There are
no anticipated changes in the portfolio managers of the Fund in connection
with the Transaction.
ii
Potential benefits to the Fund as a result of the Transaction include
Eagle's ability to provide substantial sales, marketing and client service
resources to ClariVest. As a result, it is anticipated that ClariVest will
be able to devote more of its resources to portfolio management. In
addition, the Transaction will potentially help ClariVest attract and
retain investment talent by providing growth opportunities to young
professionals as the firm grows. However, there can be no assurances that
these potential benefits will be realized.
Q. WILL THE PORTFOLIO MANAGERS OF MY FUND CHANGE?
A. There are no anticipated changes to the Fund's portfolio managers in
connection with the Transaction. ClariVest intends to retain the portfolio
managers who perform or oversee the Fund's investment programs.
Q. WILL THE SUB-ADVISORY FEE RATES PAYABLE BY MY FUND TO CLARIVEST INCREASE
UNDER THE NEW AGREEMENT?
A. No. The sub-advisory fee rate payable to ClariVest under your Fund's New
Agreement will not increase from the Prior Agreement. The sub-advisory fee
rate paid to ClariVest will remain unchanged under the New Agreement.
Q. HOW DOES THE NEW AGREEMENT DIFFER FROM THE PRIOR AGREEMENT?
A. The New Agreement is identical to the Prior Agreement, except with respect
to the date. Under the New Agreement, ClariVest will continue to serve as
the sub-adviser to the Fund, and ClariVest will provide the same
sub-advisory services to the Fund on the same terms and at the same
sub-advisory fee rate as ClariVest provided such services under the Prior
Agreement.
Q. WHAT HAPPENS IF THE NEW AGREEMENT IS NOT APPROVED?
A. On December 5, 2012, the Board also approved the Interim Agreement under
which ClariVest can provide investment sub-advisory services for the Fund
for up to 150 days between termination of the Prior Agreement and
shareholder approval of the New Agreement. The Board approved the Interim
Agreement to allow ClariVest to continue to provide sub-advisory services
to the Fund for the 150-day period following the Closing in the event
shareholders of the Fund did not approve the New Agreement before the
Closing. Since shareholders of the Fund did not approve the New Agreement
before Closing, ClariVest currently is providing investment sub-advisory
services to the Fund pursuant to the Interim Agreement. If the New
Agreement is not approved by shareholders, ClariVest will continue to
provide services to the Fund under the Interim Agreement until its term
expires, and the Board will consider such further action as it deems in the
best interests of the shareholders of the Fund, which may include
resubmitting the New Agreement to shareholders for approval, submitting a
new sub-advisory agreement with an advisory organization recommended by the
Adviser and approved by the Board to shareholders for approval or making
other arrangements.
Q. HOW DO THE TRUSTEES SUGGEST THAT I VOTE?
A. After careful consideration, the Trustees unanimously recommend that you
vote "FOR" the Proposal. Please see "Board Considerations in Approving the
New Agreement" for a discussion of the Board's considerations in making its
recommendation.
iii
Q. WILL MY VOTE MAKE A DIFFERENCE?
A. Yes. Your vote is needed to ensure that the Proposal can be acted upon. We
encourage all shareholders to participate in the governance of the Fund.
Additionally, your immediate response on the enclosed proxy card may help
save the costs of any further solicitations.
Q. HOW DO I PLACE MY VOTE?
A. You may provide the Trust with your vote via mail, by Internet, by
telephone, or in person. You may use the enclosed postage-paid envelope to
mail your proxy card. Please follow the enclosed instructions to utilize
any of these voting methods. If you need more information on how to vote,
or if you have any questions, please call shareholder services at
1-888-762-1442.
Q. WHOM DO I CALL IF I HAVE QUESTIONS?
A. We will be happy to answer your questions about this proxy solicitation.
Please call shareholder services at 1-888-762-1442 between 8:30 a.m. and
5:00 p.m., Eastern Time, Monday through Friday.
PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY CARD IS REQUESTED. A
SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE, ALONG
WITH INSTRUCTIONS ON HOW TO VOTE OVER THE INTERNET OR BY TELEPHONE, SHOULD YOU
PREFER TO VOTE BY ONE OF THOSE METHODS.
iv
CORNERSTONE ADVISORS PUBLIC ALTERNATIVES FUND
A SERIES OF
THE ADVISORS' INNER CIRCLE FUND
ONE FREEDOM VALLEY DRIVE
OAKS, PENNSYLVANIA 19456
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 14, 2013
Notice is hereby given that a Special Meeting of Shareholders (the "Meeting")
of the Cornerstone Advisors Public Alternatives Fund (the "Fund"), a series of
The Advisors' Inner Circle Fund (the "Trust"), will be held at the offices of
SEI Investments, One Freedom Valley Drive, Oaks, PA 19456 on Thursday, February
14, 2013 at 10:00 a.m., Eastern Time.
At the Meeting, shareholders of record of the Fund ("Shareholders") will be
asked to approve a new investment sub-advisory agreement (the "New Agreement")
between Cornerstone Advisors Inc., the investment adviser to the Fund (the
"Adviser"), and ClariVest Asset Management LLC ("ClariVest"), and to transact
such other business, if any, as may properly come before the Meeting.
All Shareholders are cordially invited to attend the Meeting. However, if you
are unable to attend the Meeting, you are requested to mark, sign and date the
enclosed proxy card and return it promptly in the enclosed, postage-paid
envelope so that the Meeting may be held and a maximum number of shares may be
voted. In addition, you can vote easily and quickly by Internet, by telephone
or in person. Your vote is important no matter how many shares you own. You may
change your vote even though a proxy has already been returned by providing
written notice to the Trust, by submitting a subsequent proxy using the mail,
by Internet, by telephone or by voting in person at the Meeting.
Shareholders of record of the Fund at the close of business on January 2, 2013
are entitled to notice of and to vote at the Meeting or any adjournment
thereof.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
SHAREHOLDER MEETING TO BE HELD ON FEBRUARY 14, 2013.
The proxy statement is available at www.proxyvote.com.
By Order of the Board of Trustees
/s/ Michael Beattie
Michael Beattie
President
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CORNERSTONE ADVISORS PUBLIC ALTERNATIVES FUND
A SERIES OF
THE ADVISORS' INNER CIRCLE FUND
ONE FREEDOM VALLEY DRIVE
OAKS, PENNSYLVANIA 19456
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 14, 2013
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of The Advisors' Inner Circle Fund (the
"Trust") for use at the special meeting of shareholders of the Cornerstone
Advisors Public Alternatives Fund (the "Fund") to be held on Thursday, February
14, 2013 at 10:00 a.m., Eastern Time at the offices of SEI Investments, One
Freedom Valley Drive, Oaks, PA 19456, and at any adjourned session thereof
(such special meeting and any adjournment thereof are hereinafter referred to
as the "Meeting"). Shareholders of the Fund of record at the close of business
on January 2, 2013 ("Shareholders") are entitled to vote at the Meeting. The
proxy card and this proxy statement are being mailed to Shareholders on or
about February 5, 2013.
The Trust currently offers one class of shares of beneficial interest of the
Fund, Institutional Class Shares ("Shares"). Each full Share will be entitled
to one vote at the Meeting and each fraction of a Share will be entitled to the
fraction of a vote equal to the proportion of a full Share represented by the
fractional Share. As of January 2, 2013 (the "Record Date"), the Fund had
32,434,545.238 Shares issued and outstanding.
As used in this proxy statement, the Trust's Board of Trustees is referred to
as the "Board," and the term "Trustee" includes each trustee of the Trust. A
Trustee who is not an "interested person" of the Trust, as defined in the
Investment Company Act of 1940, is referred to in this proxy statement as an
"Independent Trustee."
1
PROPOSAL -- APPROVAL OF THE NEW INVESTMENT SUB-ADVISORY AGREEMENT
THE CHANGE IN CONTROL OF THE SUB-ADVISER
Eagle Asset Management, Inc. ("Eagle"), a subsidiary of Raymond James
Financial, Inc., has entered into an agreement with ClariVest, Stellate
Partners ("Stellate") and Lovell Minnick Partners ("Lovell") pursuant to which
Eagle has acquired a 45% minority interest in ClariVest by purchasing the 5%
minority interest in ClariVest held by Stellate and the 40% minority interest
in ClariVest held by Lovell (the "Transaction"). Please see Appendix B for more
information regarding ClariVest. The Transaction closed on December 24, 2012
(the "Closing").
The Transaction may be considered to have caused a change in control of
ClariVest under the Investment Company Act of 1940 (the "1940 Act"), resulting
in the assignment, and automatic termination, of the sub-advisory agreement
between Cornerstone Advisors Inc., the investment adviser to the Fund (the
"Adviser"), and ClariVest regarding the Fund (the "Prior Agreement"). Section
15(a)(4) of the 1940 Act requires the automatic termination of an advisory
contract when it is assigned. As a result, shareholders of the Fund are being
asked to approve a new sub-advisory agreement between the Adviser and ClariVest
(the "New Agreement") so that ClariVest's management of the Fund may continue
without any interruption.
The Transaction will not result in any changes to the organization or structure
of the Fund. You will still own the same shares in the same Fund. After the
Closing, if the New Agreement is approved, ClariVest will continue to serve as
the Fund's sub-adviser and none of the Fund's other service providers will
change in connection with the Transaction. There also are no anticipated
changes to the Fund's portfolio managers in connection with the Transaction.
VOTING AUTHORITY OF THE ADVISER
Certain separate account clients of the Adviser have delegated proxy voting
responsibility to the Adviser pursuant to the terms of their investment
advisory agreements with the Adviser. Accordingly, the Adviser has the
authority to vote on behalf of these separate account clients the shares held
by these clients in the Fund. The Adviser will vote any shares of the Fund over
which it has voting authority consistent with its proxy voting policies and
procedures.
Pursuant to its procedures, the Adviser has established a Proxy Policy
Committee (the "Proxy Committee") for the purpose of reviewing and resolving
any apparent or potential conflicts of interest. At its meetings, the Proxy
Committee determined, after reviewing all relevant information, that there are
no material conflicts of interest that arise with respect to the Adviser voting
on the Proposal described in this proxy statement. In reaching its conclusion,
the Proxy Committee considered a number of factors. A summary of the material
factors considered by the Proxy Committee in connection with its determination
that the Proposal does not raise any material conflicts of interest is set
forth below.
The Proxy Committee considered the Board's considerations and conclusions with
respect to approving the New Agreement. The Proxy Committee considered that
there was not anticipated to be any change in the nature or quality of the
services performed by ClariVest under the terms of the New Agreement from the
nature and quality of the services performed by ClariVest under the Prior
Agreement. Further, the Proxy Committee considered that the terms of the New
Agreement are the same as the terms of the Prior Agreement except for the
date. The Proxy Committee took into account the fact that the investment
sub-advisory fee rate paid to ClariVest under the New Agreement is the same as
the fee rate paid to ClariVest under the Prior Agreement.
The table below provides a breakdown, as of the Record Date, of outstanding
Shares of the Fund for which the Adviser was believed to possess voting power.
2
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Number of Shares Percentage of Fund
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32,434,545.238 90%
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DESCRIPTION OF THE PRIOR AGREEMENT, THE INTERIM AGREEMENT AND THE NEW AGREEMENT
o THE PRIOR AGREEMENT
The Prior Agreement for the Fund, dated August 14, 2012, was initially approved
by the Board for a term of two years on August 14, 2012. The Prior Agreement was
approved by the Fund's initial shareholder before the Fund commenced investment
operations. During the most recent fiscal year ended October 31, 2012, ClariVest
was paid $114,232.78 in sub-advisory fees pursuant to the Prior Agreement.
o THE INTERIM AGREEMENT
At its December 5, 2012 special meeting, the Board, including by separate vote
of a majority of the Independent Trustees, reviewed and approved an interim
agreement between the Adviser and ClariVest regarding the Fund (the "Interim
Agreement"). The Interim Agreement took effect upon the Closing of the
Transaction on December 24, 2012 because the New Agreement for the Fund had not
been approved by its shareholders prior to the Closing and will continue in
effect for a term ending on the earlier of 150 days from the Closing or when
shareholders of the Fund approve the New Agreement.
The terms of the Interim Agreement are substantially the same as those of the
Prior Agreement, except for certain provisions that are required by law and
except that the date of the Interim Agreement is made current. The provisions
required by law include a requirement that fees payable under the Interim
Agreement be paid into an escrow account. If the Fund's shareholders approve the
New Agreement by the end of the 150-day period, the compensation (plus interest)
payable under the Interim Agreement will be paid to ClariVest, but if the New
Agreement is not so approved, only the lesser of the costs incurred (plus
interest) or the amount in the escrow account (including interest) will be paid
to ClariVest.
o TERMS OF THE PRIOR AGREEMENT AND THE NEW AGREEMENT
The New Agreement will become effective upon its approval by Fund shareholders.
The New Agreement is identical to the Prior Agreement, except with respect to
the date. Set forth below is a summary of all material terms of the New
Agreement. The form of the New Agreement is included as Appendix A. Although the
summary of all material terms of the New Agreement below is qualified in its
entirety by reference to the form of New Agreement included as Appendix A,
shareholders should still read the summary below carefully.
The sub-advisory fee rate under the Prior Agreement and the New Agreement is the
same. The annualized sub-advisory fee rate paid to ClariVest by the Fund will
remain at 2.25% of the Fund's average daily net assets. In addition, the Fund's
operating expenses are not expected to increase materially as a result of the
Transaction or entering into the New Agreement.
The New Agreement would require ClariVest to provide the same services as
ClariVest provided under the Prior Agreement. ClariVest shall, subject to the
supervision of the Adviser and the Board, regularly provide the Fund with
investment research, advice and supervision and shall furnish continuously an
investment program for such Fund assets as may be allocated by the Adviser to
ClariVest, consistent with the investment objectives and policies of the Fund.
The New Agreement has the same duration and termination provisions as the Prior
Agreement. The New Agreement will have an initial term of two years from its
effective date and will continue from year to year so long as its renewal is
specifically approved by (a) a majority of the Trustees who are not parties to
the New Agreement and who are not "interested persons" (as defined in the 1940
Act) of any party to the New Agreement, cast in person at a meeting called for
the purpose of voting on such approval and a majority vote of the Trustees or
(b) by vote of a majority of the voting securities of the Fund. It may be
terminated by the Trust, without the payment of any penalty, by a vote of the
Board or with respect to the Fund, upon the affirmative vote of a majority of
the outstanding voting securities of the Fund. It may also be terminated at any
time upon 30 days' notice by either the Adviser, without the payment of any
penalty, or ClariVest, without the payment of any penalty, and shall
automatically terminate in the event of its assignment or in the event of the
termination of the advisory agreement between the Adviser and the Trust, on
behalf of the Fund.
3
The New Agreement subjects ClariVest to the same standard of care and liability
to which it was subject under the Prior Agreement.
BOARD CONSIDERATIONS IN APPROVING THE NEW AGREEMENT
At a special, in-person meeting held on December 5, 2012 (the "December
Meeting"), the Board considered the approval of the New Agreement between
ClariVest and the Adviser. ClariVest provided written information to the Board
to assist the Board in its considerations. At the December Meeting, the Board
concluded it was reasonable to take into account the conclusions the Board made
when considering and evaluating the initial approval of the Prior Agreement,
which occurred at an in-person Board meeting held on August 14, 2012 (the
"August Meeting"), as part of its considerations to approve the New Agreement.
The discussion immediately below outlines the materials and information
presented to the Board in connection with the Board's initial approval of the
Prior Agreement at the August Meeting and the conclusions made by the Board when
determining to approve the Prior Agreement for an initial two-year period.
Prior to the August Meeting, the Board, including the Independent Trustees
advised by their independent legal counsel, reviewed written materials from
ClariVest regarding, among other things: (i) the nature, extent and quality of
the services to be provided by ClariVest; (ii) the investment performance of
ClariVest and (iii) the costs of the services to be provided by ClariVest, as
discussed in further detail below.
At the August Meeting, representatives from ClariVest presented additional oral
information to help the Board evaluate ClariVest's fees and other aspects of the
Prior Agreement. Among other things, the representatives provided an overview of
ClariVest, including its history, ownership structure, assets under management,
investment management team and experience, investment philosophy, business plan,
and approach to risk management. The representatives also discussed in detail
ClariVest's proposed investment strategy and process for the Fund, describing
ClariVest's approach to and criteria for security selection.
The Trustees then discussed the written materials that the Board received before
the meeting, ClariVest's oral presentation and any other information that the
Board received at the meeting, and deliberated on the approval of the Prior
Agreement in light of this information. In its deliberations, the Board did not
identify any single piece of information discussed below that was all-important,
controlling or determinative of its decision.
o NATURE, EXTENT, AND QUALITY OF SERVICES PROVIDED BY CLARIVEST
In considering the nature, extent and quality of the services to be provided by
ClariVest, the Board reviewed the portfolio management services to be provided
by ClariVest to the Fund. Among other things, the Board considered the quality
of ClariVest's portfolio management personnel. ClariVest's investment adviser
registration form was provided to the Board, as was the response of ClariVest to
a detailed series of questions which included, among other things, information
about the background and experience of the portfolio managers proposed to be
primarily responsible for the day-to-day management of the Fund.
4
The Trustees also considered other services to be provided to the Fund by
ClariVest, such as selecting broker-dealers for executing portfolio
transactions, monitoring adherence to the Fund's investment restrictions, and
monitoring compliance with various Fund policies and procedures and with
applicable securities regulations. Based on the factors above, as well as those
discussed below, the Board concluded that it was satisfied with the nature,
extent and quality of the services to be provided to the Fund by ClariVest.
o INVESTMENT PERFORMANCE
The Board then reviewed the performance of a composite managed by ClariVest that
has similar strategies as the Fund. The Board, using written materials provided
prior to the meeting, considered the performance of the composite as compared to
its benchmark index for various trailing periods. The Board noted that
ClariVest's performance was comparable to that of its benchmark index. Based on
this information, the Board concluded that it was satisfied with the investment
results that ClariVest had been able to achieve with respect to the composite.
o COSTS OF ADVISORY SERVICES, PROFITABILITY AND ECONOMIES OF
SCALE
In concluding that the sub-advisory fees payable to ClariVest were reasonable,
the Trustees reviewed a report of the proposed fees to be paid by the Fund to
ClariVest as well as the expected costs of services to be provided by and the
expected profits to be realized by ClariVest from its relationship with the
Fund, and concluded that such profits were not excessive. The Trustees also
reviewed reports comparing the expense ratio and advisory fees to be paid by the
Fund to those paid by other comparable mutual funds and noted that the Fund's
expected total fees and expenses were within the range of the average fees and
expenses incurred by other peer funds. The Board concluded that the sub-advisory
fee was the result of arm's length negotiations and appeared reasonable in light
of the services to be rendered. The Board did not consider economies of scale
because the Fund did not yet have any assets, but noted that it would consider
economies of scale as part of any future review of the Prior Agreement once the
Fund commenced investment operations.
Based on the Board's deliberations and their evaluation of the information
described above, the Board, including a majority of the Independent Trustees,
concluded that the compensation under the Prior Agreement was fair and
reasonable in light of the services and expenses and such other matters as the
Trustees considered to be relevant in the exercise of their reasonable judgment.
Accordingly, the Board approved the Prior Agreement at the August Meeting. In
the course of their deliberations, the Trustees did not identify any particular
information that was all important or controlling.
As stated above, at the December Meeting, the Board concluded it was reasonable
to take into account the conclusions set forth above when determining whether to
approve the New Agreement. The Board's conclusion in this regard was based on
the fact that the New Agreement is identical to the Prior Agreement except for
the date. Further, the Board's conclusion in this regard was based on the fact
that the New Agreement does not change either (i) the sub-advisory fee payable
by the Fund to ClariVest, or (ii) the day-to-day investment management services
that ClariVest will provide to the Fund. The Board's conclusion in this regard
also was based on ClariVest's representations that there are no anticipated
changes in (a) the portfolio managers of the Fund and (b) the nature, extent and
quality of the services ClariVest provides to the Fund, in connection with the
Transaction.
Based on its evaluation of the information and the conclusions with respect
thereto at the December Meeting and August Meeting, the Board unanimously
concluded that: (a) the terms of the New Agreement were fair and reasonable; (b)
the approval of the New Agreement would be in the best interests of the
shareholders and the Fund; and (c) it would recommend the approval of the New
Agreement to shareholders. In the course of their deliberations, the Board did
not identify any particular information or factor that was all-important or
controlling.
SECTION 15(F) OF THE 1940 ACT
The Transaction involves the sale of Lovell's 40% minority interest in
ClariVest and Stellate's 5% minority interest in ClariVest to Eagle. ClariVest
intends for the Transaction to come within the safe harbor provided by Section
15(f) of the 1940 Act. Section 15(f) of the 1940 Act permits an investment
adviser of a registered investment company (or any affiliated persons of the
investment adviser) to receive
5
any amount or benefit in connection with a sale of an interest in the
investment adviser, provided that two conditions are satisfied.
First, an "unfair burden" may not be imposed on the investment company as a
result of the sale of the interest, or any express or implied terms, conditions
or understandings applicable to the sale of the interest. The term "unfair
burden," as defined in the 1940 Act, includes any arrangement during the
two-year period after the transaction whereby the investment adviser (or
predecessor or successor adviser), or any "interested person" of the adviser
(as defined in the 1940 Act), receives or is entitled to receive any
compensation, directly or indirectly, from the investment company or its
security holders (other than fees for bona fide investment advisory or other
services), or from any person in connection with the purchase or sale of
securities or other property to, from or on behalf of the investment company
(other than ordinary fees for bona fide principal underwriting services). The
Board has not been advised by ClariVest of any circumstances arising from the
Transaction that might result in the imposition of an "unfair burden" on the
Fund. Moreover, ClariVest has agreed that, for two years after the consummation
of the Transaction, it will use reasonable best efforts to refrain from
imposing, or agreeing to impose, any unfair burden on the Fund.
Second, during the three-year period after the Transaction, at least 75% of the
members of the investment company's board of trustees cannot be "interested
persons" (as defined in the 1940 Act) of the investment adviser or its
predecessor. At the present time, at least 75% of the Trustees are classified
as Independent Trustees. ClariVest will use its reasonable best efforts to
ensure that at all times at least 75% of the Trustees are not "interested
persons" (as defined in the 1940 Act) of ClariVest for the three-year period
after the completion of the Transaction.
REQUIRED VOTE
Approval of the Proposal requires the affirmative vote of a "majority of the
outstanding voting securities" of the Fund. Under the 1940 Act, the vote of a
"majority of the outstanding voting securities" of the Fund means the
affirmative vote of the lesser of: (a) 67% or more of the voting securities
present at the Meeting or represented by proxy if the holders of more than 50%
of the outstanding voting securities are present or represented by proxy; or
(b) more than 50% of the outstanding voting securities. All shareholders of the
Fund will vote together on the Proposal.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS OF THE FUND
VOTE TO APPROVE THE PROPOSAL.
6
ADDITIONAL INFORMATION
OTHER SERVICE PROVIDERS
SEI Investments Global Funds Services ("SEIGFS") serves as the Fund's
administrator. SEI Investments Distribution Co. ("SIDCO") serves as the Fund's
distributor and principal underwriter. SIDCO receives no compensation for
distributing Fund shares. SEIGFS and SIDCO are located at One Freedom Valley
Drive, Oaks, Pennsylvania 19456. For the most recent fiscal year ended October
31, 2012, the Fund paid $3,782.74 to SEIGFS for services rendered.
PAYMENT OF EXPENSES
ClariVest or its affiliates will pay the expenses of the preparation, printing
and mailing of this proxy statement and its enclosures and of all related
solicitations. The Fund will not incur any of these expenses.
COMMISSIONS PAID TO AFFILIATED BROKERS
During the Fund's most recently completed fiscal period ended October 31,
2012, the Fund did not pay any commissions to any affiliated brokers.
BENEFICIAL OWNERSHIP OF SHARES
As of the Record Date, the following persons owned of record, or were known by
the Trust to own beneficially, more than 5% of the shares of any class of the
Fund. On that date, the Trustees and officers of the Fund, together as a group,
beneficially owned less than 1% of the Fund's outstanding shares.
Institutional Shares
--------------------------------------------------------------------------------
NAME AND ADDRESS NUMBER OF SHARES PERCENT
--------------------------------------------------------------------------------
Charles Schwab & Co Inc
Special Custody A/C FBO Customers
Attn Mutual Funds
101 Montgomery St
San Francisco, CA 94104-4151 32,433,551.0620 99.99%
|
The information as to beneficial ownership is based on statements furnished to
the Fund by the Trustees of the Trust, and/or on the records of the Trust's
transfer agent.
ANNUAL AND SEMI-ANNUAL REPORT TO SHAREHOLDERS
For a free copy of the Fund's annual report for the fiscal year ended October
31, 2012, shareholders of the Fund may call 1-888-762-1442 or write to the Fund
at: Cornerstone Funds, c/o DST Systems, Inc., PO Box 219009, Kansas City, MO
64121-9009.
SUBMISSION OF SHAREHOLDER PROPOSALS
The Trust is organized as a voluntary association under the laws of the
Commonwealth of Massachusetts. As such, the Trust is not required to, and does
not, hold annual meetings. Nonetheless, the Board of Trustees may call a
special meeting of shareholders for action by
7
shareholder vote as may be required by the 1940 Act or as required or permitted
by the Declaration of Trust and By-Laws of the Trust. Shareholders of the Fund
who wish to present a proposal for action at a future meeting should submit a
written proposal to the Trust for inclusion in a future proxy statement.
Submission of a proposal does not necessarily mean that such proposal will be
included in the Fund's proxy statement since inclusion in the proxy statement
is subject to compliance with certain federal regulations. Shareholders retain
the right to request that a meeting of the shareholders be held for the purpose
of considering matters requiring shareholder approval.
VOTING AND OTHER MATTERS
If you wish to participate in the Meeting, you may submit the proxy card
included with this proxy statement or attend in person. Your vote is important
no matter how many shares you own. You can vote easily and quickly by mail, by
Internet, by telephone or in person. At any time before the Meeting, you may
change your vote, even though a proxy has already been returned, by written
notice to the Trust or by submitting a subsequent proxy, by mail, by Internet,
by telephone or by voting in person at the Meeting. Should shareholders
require additional information regarding the proxy or replacement proxy cards,
they may contact the Fund at 1-888-762-1442.
The solicitation of proxies will be largely by mail, but may include
telephonic, Internet or oral communication by officers and service providers of
the Trust, who will not be paid for these services. The costs of the
solicitation of proxies and the costs of holding the Meeting will be borne by
ClariVest or its affiliates, not the Fund.
All proxy cards solicited that are properly executed and received in time to be
voted at the Meeting will be voted at the Meeting or any adjournment thereof
according to the instructions on the proxy card. IF NO SPECIFICATION IS MADE ON
AN EXECUTED PROXY CARD, IT WILL BE VOTED FOR THE MATTERS SPECIFIED ON THE PROXY
CARD.
If your shares are held of record by a broker-dealer and you wish to vote in
person at the Meeting, you should obtain a legal proxy from your broker of
record and present it to the Inspector of Elections at the Meeting. The
presence in person or by proxy of shareholders of the Fund holding a majority
of the total number of votes eligible to be cast by all shareholders of the
Fund as of the Record Date constitutes a quorum for the transaction of business
at the Meeting. For purposes of determining the presence of a quorum,
abstentions or broker non-votes will be counted as present; however, they will
have the effect of a vote AGAINST the Proposal.
As used above, "broker non-votes" relate to shares that are held of record by a
broker-dealer for a beneficial owner who has not given instructions to such
broker-dealer. Pursuant to certain rules promulgated by the New York Stock
Exchange LLC that govern the voting by such broker-dealers, a broker-dealer
holding shares of record for a beneficial owner may not exercise discretionary
voting power with respect to certain non-routine matters, including the
approval of a new investment management agreement as contemplated by the
Proposal.
If a quorum is not present at the Meeting, or if a quorum is present at the
Meeting but sufficient votes to approve the Proposal are not received, or if
other matters arise requiring shareholder attention, the persons named as
proxies may propose one or more adjournments of the Meeting to permit further
solicitation of proxies. Except when a quorum is not present at the Meeting,
any such adjournment will require the affirmative vote of a majority of those
shares present at the Meeting or represented by proxy. Abstentions and "broker
non-votes" will not be counted for or against such proposal to adjourn. The
persons named as proxies will vote those proxies that they are entitled to vote
FOR such Proposal in favor of such an adjournment, and will vote those
8
proxies required to be voted AGAINST such Proposal, against such an
adjournment. ClariVest or its affiliates will bear the costs of any additional
solicitation or any adjourned sessions.
No business other than the matter described above is expected to come before
the Meeting, but should any matter incident to the conduct of the Meeting or
any question as to an adjournment of the Meeting arise, the persons named in
the enclosed proxy will vote thereon according to their best judgment in the
interest of the Fund.
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO
HAVE THEIR SHARES VOTED ARE REQUESTED TO VOTE BY MAIL, TELEPHONE OR INTERNET AS
EXPLAINED IN THE INSTRUCTIONS INCLUDED ON YOUR PROXY CARD.
By Order of the Trustees,
/s/ Michael Beattie
Michael Beattie
President
|
9
APPENDIX A
FORM OF
SUB-ADVISORY AGREEMENT
SUB-ADVISORY AGREEMENT (the "Agreement") made as of this [ ] day of
___________, 2013 by and between Cornerstone Advisors Inc., a Washington
corporation with its principal place of business at 225 -- 108th Avenue NE,
Suite 400, Bellevue, Washington 98004-5782 (the "Adviser"), and ClariVest Asset
Management LLC, a Delaware limited liability company with its principal place
of business at 11452 El Camino Real, Suite 250, San Diego, CA 92130 (the
"Sub-Adviser").
W I T N E S S E T H
WHEREAS, pursuant to authority granted to the Adviser by the Board of
Trustees (the "Board") of THE ADVISORS' INNER CIRCLE FUND (the "Trust") on
behalf of the series set forth on Schedule A to this Agreement (the "Fund") and
pursuant to the provisions of the Investment Advisory Agreement dated as of
June 22, 2012 between the Adviser and the Fund (the "Management Agreement"),
the Adviser has selected the Sub-Adviser to act as sub-investment adviser of
the Fund 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 Adviser and the Sub-Adviser do hereby agree as follows:
1. THE SUB-ADVISER'S SERVICES.
(a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Sub-Adviser shall act
as sub-investment adviser with respect to the Fund. In such capacity, the
Sub-Adviser shall, subject to the supervision of the Adviser and the Board,
regularly provide the Fund with investment research, advice and supervision and
shall furnish continuously an investment program for such Fund assets as may be
allocated by the Adviser to the Sub-Adviser, consistent with the investment
objectives and policies of the Fund. The Sub-Adviser shall determine, from time
to time, what investments shall be purchased for the Fund and what such
securities shall be held or sold by the Fund, 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 Investment
Company Act of 1940, as amended (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. To carry out such obligations, the Sub-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, 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. Notwithstanding the foregoing, the
Sub-Adviser shall, upon written instructions from the Adviser, effect such
portfolio transactions for the Fund as the Adviser may from time to time direct;
provided however, that the Sub-Adviser shall not be responsible for any such
portfolio transactions effected upon written instructions from the Adviser. No
reference in this Agreement to the Sub-Adviser having full discretionary
authority over the Fund's investments shall in any
A-1
way limit the right of the Adviser, 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's
assets.
(b) COMPLIANCE. The Sub-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, 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 Sub-Adviser also agrees to
comply with the objectives, policies and restrictions set forth in the
Registration Statement, as amended or supplemented, of the Fund, and with any
policies, guidelines, instructions and procedures approved by the Board or the
Adviser and provided to the Sub-Adviser. In selecting the Fund's portfolio
securities and performing the Sub-Adviser's obligations hereunder, the
Sub-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
Sub-Adviser shall maintain compliance procedures that it reasonably believes
are adequate to ensure the compliance with the foregoing. No supervisory
activity undertaken by the Adviser shall limit the Sub-Adviser's full
responsibility for any of the foregoing.
(c) PROXY VOTING; LEGAL PROCEEDINGS. Pursuant to Board authority, the
Adviser has the authority to determine how proxies with respect to securities
that are held by the Fund shall be voted, and the Adviser may delegate the
authority and responsibility to vote proxies for the Fund's securities to the
Sub-Adviser. So long as proxy voting authority for the Fund has been delegated
to the Sub-Adviser, the Adviser shall provide such assistance to the
Sub-Adviser with respect to the voting of proxies for the Fund as the
Sub-Adviser may from time to time reasonably request, and the Adviser shall
promptly forward to the Sub-Adviser any information or documents necessary for
the Sub-Adviser to exercise its proxy voting responsibilities. The Sub-Adviser
shall carry out such responsibility in accordance with any instructions that
the Board or the Adviser 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 Sub-Adviser shall provide periodic reports
and keep such 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
Sub-Adviser may be revoked or modified by the Board or the Adviser at any
time.
The Sub-Adviser is authorized to instruct the Fund's custodian and/or broker(s)
to forward promptly to the Sub-Adviser or 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 Sub-Adviser may also instruct the Fund's custodian and/or
broker(s) to provide reports of holdings in the portfolio of the Fund. The
Sub-Adviser has the authority to engage a service provider 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 Sub-Adviser in facilitating the use of a service provider. In
no event shall the Sub-Adviser have any responsibility to vote proxies that are
not received on a timely basis. The Trust acknowledges that the Sub-Adviser,
consistent with the Sub-Adviser's written proxy voting policies and procedures,
may refrain from voting a proxy if, in the Sub-Adviser's discretion, refraining
from voting would be in the best interests of the Fund and its shareholders.
A-2
The Sub-Adviser will not act or advise the Adviser or the Fund regarding any
legal proceedings, including bankruptcies or class actions, involving the
securities held in the Fund and the issuers of those securities.
(d) RECORDKEEPING. The Sub-Adviser shall not be responsible for the
provision of administrative, bookkeeping or accounting services to the Fund,
except as otherwise provided herein or as may be necessary for the Sub-Adviser
to supply to the Adviser, the Trust or its Board the information required to be
supplied under this Agreement.
The Sub-Adviser shall maintain separate books and detailed records of
all matters pertaining to the Fund's assets advised by the Sub-Adviser required
by Rule 31a-1 under the 1940 Act (other than those records being maintained by
the Adviser, or 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 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 Adviser and 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.
(e) HOLDINGS INFORMATION AND PRICING. The Sub-Adviser shall provide
regular reports regarding the Fund's holdings, and may, on its own initiative,
furnish the Adviser, the Trust and its Board from time to time with whatever
information the Sub-Adviser believes is appropriate for this purpose. The
Sub-Adviser agrees to notify the Adviser and the Board promptly if the
Sub-Adviser reasonably believes that the value of any security held by a Fund
may not reflect fair value. The Sub-Adviser agrees to provide upon request any
pricing information of which the Sub-Adviser is aware to the Adviser, 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 Fund
valuation procedures for the purpose of calculating the Trust's net asset value
in accordance with procedures and methods established by the Board.
(f) COOPERATION WITH AGENTS OF THE ADVISER AND THE TRUST. The
Sub-Adviser agrees to cooperate with and provide reasonable assistance to the
Adviser, the Trust and any Trust custodian or foreign sub-custodians, any Trust
pricing agents and all other agents and representatives of the Adviser and 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.
(g) CONSULTATION WITH OTHER SUB-ADVISERS. In performance of its
duties and obligations under this Agreement, the Sub-Adviser shall not consult
with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is
under common control with the Fund concerning transactions for the Fund, except
as permitted by the policies and procedures of the Fund. The Sub-Adviser shall
not provide investment advice to any assets of the Fund other than the assets
managed by the Sub-Adviser.
2. CODE OF ETHICS. The Sub-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 Adviser and the Trust. The
Sub-Adviser shall ensure that its Access Persons (as defined in the Sub-
A-3
Adviser's Code of Ethics) comply in all material respects with the
Sub-Adviser's Code of Ethics, as in effect from time to time. Upon request, the
Sub-Adviser shall provide the Trust with (i) a copy of the Sub-Adviser's
current Code of Ethics, as in effect from time to time, and (ii) a
certification that it has adopted procedures reasonably necessary to prevent
Access Persons from engaging in any conduct prohibited by the Sub-Adviser's
Code of Ethics. Annually, the Sub-Adviser shall furnish a written report, which
complies with the requirements of Rule 17j-1, concerning the Sub-Adviser's Code
of Ethics to the Adviser and the Trust's Board. The Sub-Adviser shall respond
to requests for information from the Adviser and the Trust as to violations of
the Code by Access Persons and the sanctions imposed by the Sub-Adviser. The
Sub-Adviser shall immediately notify the Adviser and 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 Sub-Adviser shall provide the
Adviser, the Trust, and their respective officers with such periodic reports
concerning the obligations the Sub-Adviser has assumed under this Agreement as
the Adviser and the Trust may from time to time reasonably request.
(a) NOTIFICATION OF BREACH / COMPLIANCE REPORTS. The Sub-Adviser
shall notify the Trust's Chief Compliance Officer and Adviser 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 Fund's or the Adviser's policies, guidelines or
procedures. In addition, the Sub-Adviser shall provide a quarterly report
regarding the 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 and the Adviser's policies, guidelines or procedures
as applicable to the Sub-Adviser's obligations under this Agreement. The
Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion,
provide such quarterly compliance certifications to the Board. The Sub-Adviser
agrees to correct any such failure promptly and to take any action that the
Board and/or the Adviser may reasonably request in connection with any such
breach. Upon request, the Sub-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 Sub-Adviser will promptly notify the Trust in the event
(i) the Sub-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 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
Sub-Adviser with the federal or state securities laws or (ii) an actual change
in control of the Sub-Adviser resulting in an "assignment" (as defined in the
1940 Act) has occurred or is otherwise proposed to occur.
(b) INSPECTION. Upon reasonable request, the Sub-Adviser agrees to
make its records and premises (including the availability of the Sub-Adviser's
employees for interviews) to the extent that they relate to the conduct of
services provided to the Fund or the Sub-Adviser's conduct of its business as
an investment adviser reasonably available for compliance audits by the Adviser
or the Trust's officers, employees, accountants or counsel; in this regard, the
Trust and the Adviser acknowledge that the Sub-Adviser shall have no obligation
to make available proprietary information unrelated to the services provided to
the Fund or any information related to other clients of the Sub-Adviser, except
to the extent necessary for the Adviser to confirm the absence of any conflict
of interest and compliance with any laws, rules or regulations in the
management of the Fund.
(c) BOARD AND FILINGS INFORMATION. The Sub-Adviser will also provide
the Adviser and Trust with any information reasonably requested regarding its
management of the Fund
A-4
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 Sub-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.
(d) TRANSACTION INFORMATION. The Sub-Adviser shall furnish to the
Adviser and the Trust such information concerning portfolio transactions as may
be necessary to enable the Adviser, Trust or their designated agents to perform
such compliance testing on the Fund and the Sub-Adviser's services as the
Adviser and the Trust may, in their sole discretion, determine to be
appropriate. The provision of such information by the Sub-Adviser to the
Adviser, Trust or their designated agents in no way relieves the Sub-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 Sub-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 Sub-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 Sub-Adviser. In the selection
of such brokers or dealers and the placing of such orders, the Sub-Adviser is
directed at all times to seek for a 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 Sub-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 Sub-Adviser is authorized to place
orders for the purchase and sale of securities for the Fund with such brokers,
subject to review by the Adviser and 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 Sub-Adviser in
connection with its or its affiliates' services to other clients.
(c) AGGREGATED TRANSACTIONS. On occasions when the Sub-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 Sub-Adviser, the Sub-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 Sub-Adviser will allocate
securities or futures contracts so purchased or sold, as well as the expenses
incurred in the transaction, in the manner the Sub-Adviser reasonably considers
to be equitable and consistent with its fiduciary obligations to a Fund and to
such other clients under the circumstances.
(d) AFFILIATED BROKERS. The Sub-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 Sub-Adviser
seek to obtain best execution and price within the policy guidelines determined
by the Board and set forth in a Fund's current Registration Statement; (b) the
provisions of the 1940 Act; (c) the provisions of the Advisers Act; (d) the
provisions of the
A-5
1934 Act; and (e) other provisions of applicable law. These brokerage services
are not within the scope of the duties of the Sub-Adviser under this Agreement.
Subject to the requirements of applicable law and any procedures adopted by
the Board, the Sub-Adviser or its affiliates may receive brokerage commissions,
fees or other remuneration from a Fund for these services in addition to the
Sub-Adviser's fees for services under this Agreement.
5. CUSTODY. Nothing in this Agreement shall permit the Sub-Adviser
to take or receive physical possession of cash, securities or other investments
of a Fund.
6. ALLOCATION OF CHARGES AND EXPENSES. The Sub-Adviser will bear its
own costs of providing services hereunder. Other than as herein specifically
indicated, the Sub-Adviser shall not be responsible for a Fund's or the
Adviser'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 Sub-Adviser is registered as an investment
adviser under the Advisers Act, and will remain so registered for the duration
of this Agreement. The Sub-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 Sub-Adviser, there is no proceeding or investigation that
is reasonably likely to result in the Sub-Adviser being prohibited from
performing the services contemplated by this Agreement. The Sub-Adviser agrees
to promptly notify the Trust of the occurrence of any event that would
disqualify the Sub-Adviser from serving as an investment adviser to an
investment company. The Sub-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 Sub-Adviser has provided the Trust with a
copy of Part 1 and Part 2A of its Form ADV as most recently filed with the
Commission and its Part 2B as most recently updated and will, promptly after
filing any amendment to its Form ADV with the Commission or updating its Part
2B, 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. The Adviser acknowledges receipt of the Sub-Adviser's
Privacy Notice, Form ADV Parts 1, 2A and 2B, and Stellate Partners' solicitor
disclosure document as required by Rule 206(4)-3 under the Advisers Act
(c) FUND DISCLOSURE DOCUMENTS. The Sub-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 filed with the Commission (including any
amendment, supplement or sticker to any of the foregoing) and advertising and
sales material relating to the Fund (collectively the "Disclosure Documents")
and represents and warrants 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.
A-6
(d) USE OF THE NAME "CORNERSTONE ADVISORS." The Sub-Adviser has the
right to use the name "Cornerstone Advisors" in connection with its services to
the Trust. The Sub-Adviser is not aware of any threatened or existing actions,
claims, litigation or proceedings that would adversely affect or prejudice the
rights of the Sub-Adviser or the Trust to use the name "Cornerstone Advisors."
(e) INSURANCE. The Sub-Adviser maintains errors and omissions
insurance coverage in an appropriate amount and shall provide written notice to
the Trust (i) of any material adverse changes in its insurance policies or
insurance coverage; or (ii) if any material claims will be made on its
insurance policies. Furthermore, the Sub-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 Sub-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 Sub-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 Sub-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.
(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 "CORNERSTONE ADVISORS." The Adviser has granted to the
Trust a license to use the name "Cornerstone Advisors" (collectively, 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 Sub-Adviser acknowledges and agrees that as between the
Sub-Adviser and the Adviser, the Adviser has the right to use, or authorize
others to use, the Name and the Sub-Adviser agrees to take such action as may
reasonably be requested by the Adviser to give full effect to the provisions of
this section. Without limiting the generality of the foregoing, the
Sub-Adviser agrees that, upon any termination of this Agreement, the
Sub-Adviser will not thereafter transact any business using the name
"Cornerstone Advisors."
9. SUB-ADVISER'S COMPENSATION. The Fund shall pay to the Sub-Adviser,
as compensation for the Sub-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 Sub-Adviser will be compensated based on the portion of Fund
assets allocated to the Sub-Adviser by the Adviser. 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
A-7
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 Sub-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 Fund, the Trust or the
Adviser in any way or otherwise be deemed to be an agent of the Fund, the Trust
or the Adviser. If any occasion should arise in which the Sub-Adviser gives any
advice to its clients concerning the shares of a Fund, the Sub-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, (i) in the event of its
assignment (as defined in section 2(a)(4) of the 1940 Act) or (ii) in the event
of the termination of the Management Agreement; provided that such termination
shall not relieve the Adviser or the Sub-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; 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 Sub-Adviser; or
(c) The Sub-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 Adviser; or
(d) 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, the
Adviser or the Sub-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 Sub-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
(e) 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 Sub-Adviser
shall, immediately
A-8
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 expressly directed by the Adviser or as otherwise required by
any fiduciary duties of the Sub-Adviser under applicable law. In addition, the
Sub-Adviser shall deliver the Fund's Books and Records to the Adviser by such
means and in accordance with such schedule as the Adviser shall direct and
shall otherwise cooperate, as reasonably directed by the Adviser, in the
transition of portfolio asset management to any successor of the Sub-Adviser,
including 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 SUB-ADVISER.
(a) The Sub-Adviser shall have responsibility for the accuracy and
completeness (and liability for the lack thereof) of statements related to the
Sub-Adviser in the Fund's Disclosure Documents.
(b) The Sub-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 Sub-Adviser 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 Sub-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) The Sub-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) arise out of or are based upon: (i) a breach by
the Sub-Adviser of this Agreement or of the representations and warranties made
by the Sub-Adviser herein; (ii) any Improper Investment; (iii) any untrue
statement or alleged untrue statement of a material fact related to the
Sub-Adviser contained in any Disclosure Document or the omission or alleged
omission from a Disclosure Document of a material fact related to the
Sub-Adviser required to be stated therein or necessary to make the statements
therein not misleading; or (iv) the Sub-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
A-9
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 or willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such person's office with
the Trust.
(d) Notwithstanding the foregoing, the Sub-Adviser shall not be
liable for, nor be required to indemnify any Indemnified Party for, indirect,
consequential or special damages arising in connection with this Agreement even
if the Sub-Adviser has been advised of the possibility of such damages.
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 Sub-Adviser agrees that it
shall notify the Trust of any anticipated or otherwise reasonably foreseeable
change in the ownership of the Sub-Adviser within a reasonable time prior to
such change being effected.
18. NON-EXCLUSIVITY. The Sub-Adviser and any officer, director,
affiliate or employee of the Sub-Adviser, may act as an adviser to any person,
firm or corporation and perform management and other services for any other
person, association, corporation, firm or any other entity pursuant to any
contract or otherwise, and any such performance or management or other services
shall not be in any manner restricted or otherwise affected by any aspect of
any relationship of the Sub-Adviser to or with the Adviser or the Fund or be
deemed to violate or give rise to any duty or obligation of the Sub-Adviser to
the Adviser or the Fund.
19. OTHER INVESTMENT ACCOUNTS. Adviser understands that the
Sub-Adviser, its personnel or affiliates ("Affiliated Person") may take action
for their own accounts or for other clients that differ from advice given to or
action taken for the Adviser or the Fund. This Agreement does not limit or
restrict in any way the Sub-Adviser or any Affiliated Person from buying,
selling or trading in any securities or other investments for their own
accounts or the accounts of other clients.
20. RISK ACKNOWLEDGMENT. Sub-Adviser does not guarantee the future
performance of the Fund or any specific level of performance, the success of
any investment decision or strategy that Sub-Adviser may use, or the success of
Sub-Adviser's overall management of the Fund. The Adviser understands that
investment decisions made for the Fund by Sub-Adviser are subject to various
market, currency, economic, political, business and structural risks, and that
those investment decisions will not always be profitable.
A-10
21. JURISDICTION. This Agreement shall be governed by and construed
in accordance with the substantive laws of the Commonwealth of Massachusetts
and the Sub-Adviser consents to the jurisdiction of courts, both state or
federal, in Massachusetts, with respect to any dispute under this Agreement.
22. 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.
23. 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.
A-11
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.
CORNERSTONE ADVISORS INC.
By:______________________________________
Name:
Title:
CLARIVEST ASSET MANAGEMENT LLC
By:______________________________________
Name:
Title:
SIGNATURE PAGE - SUB-ADVISORY AGREEMENT
SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
DATED [ ], 2013 BETWEEN
CORNERSTONE ADVISORS INC.
AND
CLARIVEST ASSET MANAGEMENT LLC
Each Fund will pay to the Sub-Adviser as compensation for the Sub-Adviser's
services rendered, a fee, computed daily at an annual rate based on the average
daily net assets of the respective Fund as may be allocated by the Adviser to
the Sub-Adviser from time to time under the following fee schedule:
FUND RATE
Cornerstone Advisors Public Alternatives Fund 2.25%
SCHEDULE A - SUB-ADVISORY AGREEMENT
APPENDIX B
INFORMATION REGARDING CLARIVEST
As of January 2, 2013, the directors and executive officers of ClariVest Asset
Management LLC ("ClariVest") are as set forth below. ClariVest, a Delaware
limited liability company established in 2006, is located at 11452 El Camino
Real, Suite 250, San Diego, California 92130. Unless otherwise indicated, the
address of each officer is 11452 El Camino Real, Suite 250, San Diego,
California 92130.
--------------------------------------------------------------------------------
NAME POSITION HELD WITH CLARIVEST
--------------------------------------------------------------------------------
Stacey Nutt President, CIO
--------------------------------------------------------------------------------
David Pavan Manager
--------------------------------------------------------------------------------
David Vaughn Manager
--------------------------------------------------------------------------------
Todd Wolter Manager
--------------------------------------------------------------------------------
Richard Rossi Manager
--------------------------------------------------------------------------------
J. Cooper Abbott Manager
--------------------------------------------------------------------------------
Court James Manager
--------------------------------------------------------------------------------
Jeff Jacobson Chief Financial Officer, Chief Operations Officer
--------------------------------------------------------------------------------
Tiffany Ayres General Counsel, Chief Compliance Officer
--------------------------------------------------------------------------------
|
No officers or directors of the Trust hold positions with ClariVest. Further,
ClariVest does not advise any other mutual fund with a similar investment
objective as the Fund.
B-1
PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY 11735
THREE EASY WAYS TO VOTE YOUR PROXY
To vote by Internet
1) Read the proxy statement and have the proxy card below at hand.
2) Go to website www.proxyvote.com
3) Follow the instructions provided on the website.
To vote by Telephone
1) Read the proxy statement and have the proxy card below at hand.
2) Call 1-877-907-7646
3) Follow the instructions.
To vote by Mail
1) Read the proxy statement.
2) Check the appropriate boxes on the proxy card below.
3) Sign and date the proxy card.
4) Return the proxy card in the envelope provided.
If you are NOT voting by Telephone or Internet, Please Sign, Date and Return the
Proxy Card Promptly Using the Enclosed Envelope
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
CORNERSTONE ADVISORS PUBLIC ALTERNATIVES FUND
THE BOARD OF TRUSTEES RECOMMENDS YOU VOTE FOR THE FOLLOWING PROPOSAL:
FOR AGAINST ABSTAIN
1. To approve a new investment sub-advisory agreement between [ ] [ ] [ ]
Cornerstone Advisors Inc. and Clarivest Asset Management
LLC with respect to the Fund.
|
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING. YOU MAY VOTE IN PERSON IF YOU
ATTEND.
Your signature(s) acknowledges receipt with this proxy of a copy of the Notice
of Special Meeting and the proxy statement. Your signature(s) on this proxy
should be exactly as your name(s) appear on this proxy. If the shares are held
jointly, either holder may sign this proxy but the name of the person signing
should conform exactly to the name appearing on this proxy. Attorneys-in-fact,
executors, administrators, trustees or guardians should indicate the full title
and capacity in which they are signing.
Signature [PLEASE SIGN WITHIN BOX] Date
Signature (Joint Owners) Date
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SPECIAL MEETING TO BE HELD ON FEBRUARY 14, 2013:
The Proxy Statement is available at www.proxyvote.com
CORNERSTONE ADVISORS PUBLIC ALTERNATIVES FUND
A SERIES OF
THE ADVISORS' INNER CIRCLE FUND
FORM OF PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR THE SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD ON FEBRUARY 14, 2013
The undersigned, revoking previous proxies with respect to the units of
beneficial interest of the Cornerstone Advisors Global Public Equity Fund (the
"Fund") in the name of undersigned (the "Shares"), hereby appoints Michael
Beattie and Dianne Sulzbach as proxies, each with full power of substitution, to
vote, as directed on the reverse side, at the Special Meeting of Shareholders of
the Fund, to be held at the offices of the Fund's administrator, SEI Investments
Global Funds Services, One Freedom Valley Drive, Oaks, Pennsylvania 19456, at
10:00 a.m., Eastern Time, on Thursday, February 14, 2013, and any adjournments
or postponements thereof (the "Meeting") all of the Shares that the undersigned
would be entitled to vote if personally present.
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED HEREIN BY THE
SIGNING SHAREHOLDER(S). IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY
EXECUTED PROXY IS RETURNED, THIS PROXY WILL BE VOTED FOR THE FOREGOING PROPOSAL
AND WILL BE VOTED IN THE APPOINTED PROXIES' DISCRETION UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING.