EX-99.28.N.7 7 fp0042369_ex9928n7.htm

Amended and Restated

SCHEDULE L

dated February 27, 2019

to

THE ADVISORS’ INNER CIRCLE FUND

Amended and Restated Rule 18f-3

Multiple Class Plan

dated February 21, 2007

 

CIBC Atlas Funds

(each a Fund to which CIBC Private Wealth Advisors, Inc. (formerly, AT Investment Advisers, Inc.) serves as investment adviser)

 

FUND Investor Class Shares Institutional Class Shares
CIBC Atlas Disciplined Equity Fund (formerly, AT Disciplined Equity Fund) X X
CIBC Atlas Income Opportunities Fund (formerly, AT Income Opportunities Fund) X X
CIBC Atlas Mid Cap Equity Fund (formerly, AT Mid Cap Equity Fund) X X
CIBC Atlas All Cap Growth Fund (formerly, AT All Cap Growth Fund) X X
CIBC Atlas Equity Income Fund (formerly, AT Equity Income Fund) X X
CIBC Atlas International Growth Fund X X

 

 

 

Exhibit L.1

 

CIBC ATLAS FUNDS

CERTIFICATE OF CLASS DESIGNATION

 

Investor Class Shares

 

1.Class-Specific Distribution Arrangements, Other Expenses

 

Investor Class Shares are sold without a load or sales charge, but are subject to a Rule 12b-1 fee and a service fee that is payable under a Shareholder Service Plan.

 

The Trust, on behalf of the Funds, will make monthly payments to the Distributor under the Rule 12b-1 Distribution Plan approved by the Board of Trustees at an annual rate of up to 0.25% of the Funds’ average daily net assets attributable to Investor Class Shares. The Distributor will use the Rule 12b-1 fees for expenses associated with the promotion and sale of the Funds’ Investor Class Shares including, without limitation, travel and communication expenses and expenses for the compensation of and benefits for sales personnel.

 

Under the terms of the Shareholder Service Plan, the Funds are permitted to compensate, out of the Investor Class Shares’ assets, in an annual amount up to 0.15% of the average daily net assets of the Investor Class Shares with respect to the CIBC Atlas Disciplined Equity Fund, CIBC Atlas Income Opportunities Fund and CIBC Atlas Mid Cap Equity Fund, and in annual amount up to 0.10% of the average daily net assets of the Investor Class Shares with respect to the CIBC Atlas All Cap Growth Fund, CIBC Atlas Equity Income Fund and CIBC Atlas International Growth Fund, Service Providers (as defined in the Shareholder Service Plan) that have established a shareholder servicing relationship with the Funds on behalf of their customers who are Investor Class Shares shareholders, as described in the Funds’ prospectus(es).

 

2.Eligibility of Purchasers

 

Investor Class Shares are available to individual and institutional investors and may require a minimum initial investment, as described in the Funds’ prospectus(es).

 

3.Voting Rights

 

Each shareholder of Investor Class Shares will have one vote for each full Investor Class Share held and a fractional vote for each fractional Investor Class Share held. Shareholders of Investor Class Shares will have: (i) exclusive voting rights regarding any matter submitted to shareholders that relates solely to Investor Class Shares (such as a Rule 12b-1 Distribution Plan or Shareholder Service Plan relating to Investor Class Shares); (ii) separate voting rights on any other matter submitted to shareholders in which the interests of the shareholders of Investor Class Shares differ from the interests of holders of any other Class; and (iii) in all other respects the same rights and obligations as any other Class.

 

4.Exchange Rights

 

Shareholders may exchange Investor Class Shares of a Fund for Investor Class Shares of another Fund, if and to the extent an exchange right is disclosed in the prospectus(es) for the applicable Fund and subject to the terms and conditions set forth in the prospectus(es) of the Fund, provided that the shareholder requesting the exchange meets the eligibility requirements of the Fund into which such shareholder seeks to have his/her/its shares exchanged, as set forth in the Funds’ prospectus(es).

 

 

5.Conversion Rights

 

a. Conversion at the Option of a Shareholder

 

Shareholders of Investor Class Shares of a Fund may convert such Investor Class Shares into another Class of shares of the same Fund (an “Intra-Fund Conversion”), if and to the extent an applicable Intra-Fund Conversion right is disclosed in the prospectus(es) for the applicable Fund and subject to the terms and conditions set forth in the prospectus(es) of the Fund, provided that the shareholder requesting the Intra-Fund Conversion meets the eligibility requirements of the Class of shares into which such shareholder seeks to have his/her/its shares converted, as set forth in the applicable Fund’s prospectus(es).

 

b. Conversion at the Option of a Fund

 

In the event that a shareholder no longer meets the eligibility requirements for investment in Investor Class Shares, a Fund may, in its discretion, elect to convert such shareholder's Investor Class Shares into a Class of shares for which such shareholder does meet the eligibility requirements. If such investor meets the eligibility requirements for more than one other Class, then such shareholder’s Investor Class Shares shall be convertible into shares of the Class having the lowest total operating expenses for which such shareholder meets the eligibility requirements.

 

6.Limitation on Conversion and Exchange Rights

 

Notwithstanding any other provision of this Certificate of Class Designation, conversion and exchange rights may not be available with respect to shares purchased through a financial intermediary who (i) has made arrangements with the Trust or the principal underwriter for the Funds to make available for investment only certain Funds or certain Classes of shares of the Funds, or (ii) has made arrangements with a shareholder to purchase a specific Class or Classes of shares on behalf of such shareholder.

 

 

Exhibit L.2

 

CIBC ATLAS FUNDS

CERTIFICATE OF CLASS DESIGNATION

 

Institutional Class Shares

 

1.Class-Specific Distribution Arrangements, Other Expenses

 

Institutional Class Shares are sold without a load or sales charge and are not subject to a Rule 12b-1 fee or a shareholder service fee.

 

2.Eligibility of Purchasers

 

Institutional Class Shares are available to individual and institutional investors and may require a minimum initial investment, as described in the Funds’ prospectus(es).

 

3.Voting Rights

 

Each shareholder of Institutional Class Shares will have one vote for each full Institutional Class Share held and a fractional vote for each fractional Institutional Class Share held. Shareholders of Institutional Class Shares will have: (i) exclusive voting rights regarding any matter submitted to shareholders that relates solely to Institutional Class Shares (such as a Rule 12b-1 Distribution Plan or Shareholder Service Plan relating to Institutional Class Shares); (ii) separate voting rights on any other matter submitted to shareholders in which the interests of the shareholders of Institutional Class Shares differ from the interests of holders of any other Class; and (iii) in all other respects the same rights and obligations as any other Class.

 

4.Exchange Rights

 

Shareholders may exchange Institutional Class Shares of a Fund for Institutional Class Shares of another Fund, if and to the extent an exchange right is disclosed in the prospectus(es) for the applicable Fund and subject to the terms and conditions set forth in the prospectus(es) of the Fund, provided that the shareholder requesting the exchange meets the eligibility requirements of the Fund into which such shareholder seeks to have his/her/its shares exchanged, as set forth in the Funds’ prospectus(es).

 

5.Conversion Rights

 

a. Conversion at the Option of a Shareholder

 

Shareholders of Institutional Class Shares of a Fund may convert such Institutional Class Shares into another Class of shares of the same Fund (an “Intra-Fund Conversion”), if and to the extent an applicable Intra-Fund Conversion right is disclosed in the prospectus(es) for the applicable Fund and subject to the terms and conditions set forth in the prospectus(es) of the Fund, provided that the shareholder requesting the Intra-Fund Conversion meets the eligibility requirements of the Class of shares into which such shareholder seeks to have his/her/its shares converted, as set forth in the applicable Fund’s prospectus(es).

 

b. Conversion at the Option of a Fund

 

 

In the event that a shareholder no longer meets the eligibility requirements for investment in Institutional Class Shares, a Fund may, in its discretion, elect to convert such shareholder's Institutional Class Shares into a Class of shares for which such shareholder does meet the eligibility requirements. If such investor meets the eligibility requirements for more than one other Class, then such shareholder’s Institutional Class Shares shall be convertible into shares of the Class having the lowest total operating expenses for which such shareholder meets the eligibility requirements.

 

6.Limitation on Conversion and Exchange Rights

 

Notwithstanding any other provision of this Certificate of Class Designation, conversion and exchange rights may not be available with respect to shares purchased through a financial intermediary who (i) has made arrangements with the Trust or the principal underwriter for the Funds to make available for investment only certain Funds or certain Classes of shares of the Funds, or (ii) has made arrangements with a shareholder to purchase a specific Class or Classes of shares on behalf of such shareholder.