INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT (the "Agreement") made as of this
______ by and between THE ADVISORS' INNER CIRCLE FUND III (the "Trust"), a
Delaware statutory trust registered as an investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"), and XXXXX CIRCLE
PARTNERS, L.P. (the "Adviser"), a Pennsylvania limited partnership with its
principal place of business at 0000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxxx, XX
00000.
W I T N E S S E T H
WHEREAS, the Board of Trustees (the "Board") of the Trust has
selected the Adviser to act as investment adviser to the Trust on behalf of the
series set forth on Schedule A to this Agreement (the "Funds"), as such
Schedule may be amended from time to time upon mutual agreement of the parties,
and to provide certain related services, as more fully set forth below, and to
perform such services under the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and benefits
set forth herein, the Trust and the Adviser do hereby agree as follows:
1. THE ADVISER'S SERVICES.
(a) Discretionary Investment Management Services. The Adviser shall
act as investment adviser with respect to the Funds. In such capacity, the
Adviser shall, subject to the supervision of the Board, regularly provide the
Funds with advice and supervision and shall furnish continuously an investment
program for the Funds, consistent with the investment objectives and policies
of each Fund. The Adviser shall determine, from time to time, what investment
instruments shall be purchased for the Funds, what investment instruments shall
be held or sold by the Funds and what portion of each Fund's assets shall be
held uninvested in cash, subject always to the provisions of the Trust's
Agreement and Declaration of Trust, By-Laws and its registration statement on
Form N-1A (the "Registration Statement") under the 1940 Act, and under the
Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as
filed with the Securities and Exchange Commission (the "Commission"), and to
the investment objectives, policies and restrictions of each Fund, as each of
the same shall be from time to time in effect. To carry out such obligations,
the Adviser shall exercise full discretion and act for each 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. No reference in this Agreement
to the Adviser having full discretionary authority over each Fund's investments
shall in any way limit the right of the Board, in its sole discretion, to
establish or revise policies in connection with the management of each Fund's
assets or to otherwise exercise its right to control the overall management of
each Fund.
(b) Compliance. The Adviser agrees to comply with the requirements of
the 1940 Act, the Investment Advisers Act of 1940, as amended (the "Advisers
Act"), the
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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 Adviser also agrees to comply with the objectives,
policies and restrictions set forth in the Registration Statement, as amended
or supplemented, of each Fund, and with any policies, guidelines, instructions
and procedures approved by the Board and provided to the Adviser. In selecting
each Fund's portfolio investment instruments and performing the Adviser's
obligations hereunder, the Adviser shall cause each Fund to comply with the
diversification and source of income requirements of Subchapter M of the
Internal Revenue Code of 1986, as amended (the "Code"), for qualification as a
regulated investment company. The Adviser shall maintain compliance procedures
that it reasonably believes are adequate to ensure its compliance with the
foregoing. No supervisory activity undertaken by the Board shall limit the
Adviser's full responsibility for any of the foregoing.
(c) Proxy Voting. The Board has the authority to determine how
proxies with respect to securities that are held by the Funds shall be voted,
and the Board has initially determined to delegate the authority and
responsibility to vote proxies for each Fund's securities to the Adviser. So
long as proxy voting authority for the Funds has been delegated to the Adviser,
the Adviser shall exercise its proxy voting responsibilities. The Adviser shall
carry out such responsibility in accordance with any instructions that the
Board shall provide from time to time, and at all times in a manner consistent
with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to
the Trust. The Adviser shall provide periodic reports and keep records
relating to proxy voting as the Board may reasonably request or as may be
necessary for the Funds to comply with the 1940 Act and other applicable law.
Any such delegation of proxy voting responsibility to the Adviser may be
revoked or modified by the Board at any time.
The Adviser is authorized to instruct the Funds' custodian and/or broker(s) to
forward promptly to the Adviser or designate service provider copies of all
proxies and shareholder communications relating to securities held in the
portfolio of the Fund (other than materials relating to legal proceedings
against the Funds). The Adviser may also instruct the Funds' custodian and/or
broker(s) to provide reports of holdings in the portfolio of the Funds. The
Adviser has the authority to engage a service provided to assist with
administrative functions related to voting Fund proxies. The Trust shall direct
the Funds' custodian and/or broker(s) to provide any assistance requested by
the Adviser in facilitating the use of a service provider. In no event shall
the Adviser have any responsibility to vote proxies that are not received on a
timely basis. The Trust acknowledges that the Adviser, consistent with the
Adviser's written proxy voting policies and procedures, may refrain from voting
a proxy if, in the Adviser's discretion, refraining from voting would be in the
best interests of each Fund and its shareholders.
Unless the Adviser otherwise agrees in writing, the Adviser will not advise or
take any action on behalf of the Funds in any contemplated or actual legal
proceedings, including
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but not limited to bankruptcies, tax reclaims or class actions (including the
filing of proofs of claim), and the Adviser will not be responsible for
determining a Fund's eligibility to participate in any such proceeding with
respect to any securities or other instruments held or formerly held in the
Fund, or for taking any action in connection with such proceeding, and the
Trust expressly reserves this authority for itself.
(d) Recordkeeping. The Adviser shall not be responsible for the
provision of administrative, bookkeeping or accounting services to the Funds,
except as otherwise provided Records shall be available to the Board during
business hours upon request, shall be delivered to the Trust upon the
termination of this Agreement and shall be available without undue delay during
any day the Trust is open for business or as may be necessary for the Adviser
to supply to the Trust or its Board the information required to be supplied
under this Agreement.
The Adviser shall maintain separate books and detailed records of all
matters pertaining to Fund assets advised by the Adviser required by Rule 31a-1
under the 1940 Act (other than those records being maintained by any
administrator, custodian or transfer agent appointed by the Funds) relating to
its responsibilities provided hereunder with respect to the Funds, and shall
preserve such records for the periods and in a manner prescribed therefore by
Rule 31a-2 under the 1940 Act (the "Fund Books and Records").
(e) Holdings Information and Pricing. The Adviser shall provide
regular reports regarding Fund holdings, and may, on its own initiative,
furnish the Trust and its Board from time to time with whatever information the
Adviser believes is appropriate for this purpose. The Adviser agrees to notify
the Trust promptly if the Adviser reasonably believes that the value of any
investment instrument held by a Fund may not reflect fair value. The Adviser
agrees to provide upon request any pricing information of which the Adviser is
aware to the Trust, its Board and/or any Fund pricing agent to assist in the
determination of the fair value of any Fund holdings for which market
quotations are not readily available or as otherwise required in accordance
with the 1940 Act or the Trust's valuation procedures for the purpose of
calculating the Fund net asset value in accordance with procedures and methods
established by the Board.
(f) Cooperation with Agents of the Trust. The Adviser agrees to
cooperate with and provide reasonable assistance to the Trust, any Trust
custodian or foreign sub-custodians, any Trust pricing agents and all other
agents and representatives of the Trust with respect to such information
regarding the Funds as such entities may reasonably request from time to time
in the performance of their obligations, provide prompt responses to reasonable
requests made by such persons and establish appropriate interfaces with each so
as to promote the efficient exchange of information and compliance with
applicable laws and regulations.
2. CODE OF ETHICS. The Adviser has adopted a written code of ethics
that it reasonably believes complies with the requirements of Rule 17j-1 under
the 1940 Act, which it has provided to the Trust. The Adviser shall ensure
that its Access Persons (as defined in the Adviser's Code of Ethics) comply in
all material respects with the Adviser's Code of Ethics, as
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in effect from time to time. Upon request, the Adviser shall provide the Trust
with a (i) copy of the Adviser's current Code of Ethics, as in effect from time
to time, and (ii) certification that it has adopted procedures reasonably
necessary to prevent Access Persons from engaging in any conduct prohibited by
the Adviser's Code of Ethics. Annually, the Adviser shall furnish a written
report, which complies with the requirements of Rule 17j-1, concerning the
Adviser's Code of Ethics to the Trust's Board. The Adviser shall respond to
requests for information from the Trust as to violations of the Code by Access
Persons and the sanctions imposed by the Adviser. The Adviser shall promptly
notify the Trust of any material violation of the Code, whether or not such
violation relates to an investment instrument held by a Fund.
3. INFORMATION AND REPORTING. The Adviser shall provide the Trust and
its officers with such periodic reports concerning the obligations the Adviser
has assumed under this Agreement as the Trust may from time to time reasonably
request.
(a) Notification of Breach / Compliance Reports. The Adviser shall
notify the Trust's chief compliance officer promptly upon detection of (i) any
material failure to manage a Fund in accordance with its investment limitations
as set forth in the Fund's Statement of Additional Information, as amended from
time to time (the "Investment Limitations") or any applicable law; or (ii) any
material breach of any of the Investment Limitations or the Adviser's policies
and procedures that pertain to a Fund. In addition, the Adviser shall provide a
quarterly report regarding each Fund's compliance with its investment
objectives and policies, applicable law, including, but not limited to the 1940
Act and Subchapter M of the Code, and the Fund's policies, guidelines or
procedures as applicable to the Adviser's obligations under this Agreement. The
Adviser agrees to correct any such failure promptly and to take any action that
the Board may reasonably request in connection with any such breach. Upon
request, the Adviser shall also provide the officers of the Trust with
supporting certifications in connection with such certifications of Fund
financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx
Act. The Adviser will promptly notify the Trust in the event (i) the Adviser
is served or otherwise receives notice of any action, suit, proceeding, inquiry
or investigation, at law or in equity, before or by any court, public board, or
body, involving the affairs of the Trust (excluding class action suits in which
a Fund is a member of the plaintiff class by reason of the Fund's ownership of
shares in the defendant) or the compliance by the Adviser with the federal or
state securities laws or (ii) an actual change in control of the Adviser
resulting in an "assignment" (as defined in the 1940 Act) has occurred or is
otherwise proposed to occur.
(b) Board and Filings Information. The Adviser will provide the
Trust with any information reasonably requested regarding its management of the
Fund required for any meeting of the Board, or for any shareholder report, Form
N-CSR, Form N-Q, Form N-PX, Form N-SAR, amended registration statement, proxy
statement, or prospectus supplement to be filed by the Trust with the
Commission. The Adviser will make its officers and employees available to meet
with the Board from time to time on due notice to review its investment
management services to the Funds in light of current and prospective economic
and market conditions and shall furnish to the Board such
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information as may reasonably be necessary in order for the Board to evaluate
this Agreement or any proposed amendments thereto.
(c) Transaction Information. The Adviser shall furnish to the Trust
such information concerning portfolio transactions as may be necessary to
enable the Trust or its designated agent to perform such compliance testing on
the Fund and the Adviser's services as the Trust may, in its sole discretion,
determine to be appropriate. The provision of such information by the Adviser
to the Trust or its designated agent in no way relieves the Adviser of its own
responsibilities under this Agreement.
4. BROKERAGE.
(a) Principal Transactions. In connection with purchases or sales of
investment instruments for the account of the Funds, neither the Adviser nor
any of its directors, officers or employees will act as a principal or agent or
receive any commission except as permitted by the 1940 Act.
(b) Placement of Orders. The Adviser shall arrange for the placing of
all orders for the purchase and sale of securities or other investments for the
Fund's account with brokers or dealers selected by the Adviser. In the selection
of such brokers or dealers and the placing of such orders, the Adviser is
directed at all times to seek for the Funds the most favorable execution and net
price available under the circumstances. It is also understood that it is
desirable for the Funds that the Adviser have access to brokerage and research
services provided by brokers who may execute brokerage transactions at a higher
cost to the Funds than may result when allocating brokerage to other brokers,
consistent with section 28(e) of the 1934 Act and any Commission staff
interpretations thereof. Therefore, the Adviser is authorized to place orders
for the purchase and sale of securities or other investments for the Funds with
such brokers, subject to review by the Board from time to time with respect to
the extent and continuation of this practice. It is understood that the services
provided by such brokers may be useful to the Adviser in connection with its or
its affiliates' services to other clients.
(c) Aggregated Transactions. On occasions when the Adviser deems the
purchase or sale of a security to be in the best interest of the Fund as well
as other clients of the Adviser, the Adviser may, to the extent permitted by
applicable law and regulations, aggregate the order for securities to be sold
or purchased. In such event, the Adviser will allocate securities so purchased
or sold, as well as the expenses incurred in the transaction, in the manner the
Adviser reasonably considers to be equitable and consistent with its fiduciary
obligations to the Fund and to such other clients under the circumstances.
(d) Affiliated Brokers. The Adviser or any of its affiliates may act
as broker in connection with the purchase or sale of securities or other
investments for the Fund, subject to: (a) the requirement that the Adviser seek
to obtain best execution and price within the policy guidelines determined by
the Board and set forth in each Fund's current Registration Statement; (b) the
provisions of the 1940 Act; (c) the provisions of the
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Advisers Act; (d) the provisions of the 1934 Act; and (e) other provisions of
applicable law. These brokerage services are not within the scope of the duties
of the Adviser under this Agreement. Subject to the requirements of applicable
law and any procedures adopted by the Board, the Adviser or its affiliates may
receive brokerage commissions, fees or other remuneration from the Funds for
these services in addition to the Adviser's fees for services under this
Agreement.
5. CUSTODY. Nothing in this Agreement shall permit the Adviser to
take or receive physical possession of cash, securities or other investments of
the Funds.
6. ALLOCATION OF CHARGES AND EXPENSES. The Adviser will bear its own
costs of providing services hereunder. Other than as herein specifically
indicated, the Adviser shall not be responsible for the Fund's expenses,
including brokerage and other expenses incurred in placing orders for the
purchase and sale of securities and other investment instruments.
7. REPRESENTATIONS, WARRANTIES AND COVENANTS.
(a) Properly Registered. The Adviser is registered as an investment
adviser under the Advisers Act, and will remain so registered for the duration
of this Agreement. The Adviser is not prohibited by the Advisers Act or the 1940
Act from performing the services contemplated by this Agreement, and to the best
knowledge of the Adviser, there is no proceeding or investigation that is
reasonably likely to result in the Adviser being prohibited from performing the
services contemplated by this Agreement. The Adviser agrees to promptly notify
the Trust of the occurrence of any event that would disqualify the Adviser from
serving as an investment adviser to an investment company. The Adviser is in
compliance in all material respects with all applicable federal and state law in
connection with its investment management operations.
(b) ADV Disclosure. The Adviser has provided the Trust with a copy
of its Form ADV Part I as most recently filed with the SEC and its current Part
II and will, promptly after filing any amendment to its Form ADV with the SEC
updating its Part II, furnish a copy of such amendments or updates to the
Trust. The information contained in the Adviser's Form ADV is accurate and
complete in all material respects and does not omit to state any material fact
necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading.
(c) Fund Disclosure Documents. The Adviser has reviewed, and will in
the future review, each Fund's 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 Funds (collectively the "Disclosure Documents")
that are provided to the Adviser for review. Adviser represents and warrants
that it will review such Disclosure Documents to ensure they contain no untrue
statement of any material fact related to the Adviser and its investment
strategy and do not and will not omit any statement of material fact required
to be stated therein or necessary to make the statements related to the Adviser
and its investment strategy therein not misleading.
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(d) Use Of The Name "Xxxxx Circle Partners". The Adviser has the
right to use the name "Xxxxx Circle Partners" in connection with its services
to the Trust and that, subject to the terms set forth in Section 8 of this
Agreement, the Trust shall have the right to use the name "Xxxxx Circle
Partners" in connection with the management and operation of the Fund. The
Adviser is not aware of any threatened or existing actions, claims, litigation
or proceedings that would adversely affect or prejudice the rights of the
Adviser or the Trust to use the name "Xxxxx Circle Partners."
(e) Insurance. The Adviser maintains errors and omissions insurance
coverage in an appropriate amount and shall provide prior written notice to the
Trust (i) of any material changes in its insurance policies or insurance
coverage; or (ii) if any material claims will be made on its insurance
policies. Furthermore, the Adviser shall, upon reasonable request, provide the
Trust with any information it may reasonably require concerning the amount of
or scope of such insurance.
(f) No Detrimental Agreement. The Adviser represents and warrants
that it has no arrangement or understanding with any party, other than the
Trust, that would influence the decision of the Adviser with respect to its
selection of investment instruments for the Funds, and that all selections
shall be done in accordance with what is in the best interest of the Funds.
(g) Conflicts. The Adviser shall act honestly, in good faith and in
the best interests of the Trust including requiring any of its personnel with
knowledge of Fund activities to place the interest of each Fund first, ahead of
their own interests, in all personal trading scenarios that may involve a
conflict of interest with a Fund, consistent with its fiduciary duties under
applicable law.
(h) Binding and Enforceable. Each party hereto represents and
warrants that this Agreement is binding upon it and enforceable in accordance
with its terms except insofar as enforcement may be limited by bankruptcy,
insolvency or other laws relating to or affecting enforcement of creditors'
rights or general principles of equity.
(i) Each party hereto represents and warrants that it has complied
with and will continue to comply with all laws, rules and regulations or court
and governmental orders by which it is bound or to which it is subject in
connection with the execution and performance of this Agreement.
(j) Each party hereto represents and warrants has and will continue
to have all governmental, regulatory, self-regulatory and exchange licences,
registrations, memberships, and approvals required to discharge its obligations
under this Agreement.
(k) 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 "XXXXX CIRCLE PARTNERS". For the duration of this
Agreement, the
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Adviser grants to the Trust a limited, non-exclusive, non-transferable,
non-sublicensable license to use the name "Xxxxx Circle Partners" (the "Name")
as part of the name of the Fund solely in the United States. All goodwill
associated with use of the Name by the Trust in accordance with this Section 8
shall inure to the benefit of the Advisor and its affiliates, as applicable.
The Trust acknowledges that the Adviser and its affiliates are the sole and
exclusive owners of all rights in and to the name "Xxxxx Circle Partners" and
any logos or designs associated therewith, and the Trust agrees that it shall
have no right to use the name "Xxxxx Circle Partners" other than as expressly
set forth herein. Nothing herein shall preclude or diminish in any way the
rights of the Adviser or its affiliates to use the Name in any capacity
whatsoever, or to authorize others to use, the Name; the Trust acknowledges and
agrees that, as between the Trust and the Adviser, the Adviser has the right to
use, or authorize others to use, the Name. The Trust shall (1) only use the
Name in a manner consistent with uses approved by the Adviser; (2) use its best
efforts to maintain the quality of the services offered using the Name; and (3)
adhere to such other specific quality control standards as the Adviser may from
time to time promulgate. At the request of the Adviser, the Trust will (a)
submit to Adviser representative samples of any promotional materials using the
Name and make any changes to such promotional or other materials as may be
requested by the Advisor; and (b) change the name of the Fund within three
months of its receipt of the Adviser's request, or such other shorter time
period as may be required under the terms of a settlement agreement or court
order, so as to eliminate all reference to the Name and will not thereafter
transact any business using the Name in the name of the Fund; provided,
however, that the Trust may continue to use solely as reasonably necessary
beyond such date any supplies of prospectuses, marketing materials and similar
documents that the Trust had on the date of such name change in quantities not
exceeding those historically produced and used in connection with such Fund.
9. ADVISER'S COMPENSATION. The Funds shall pay to the Adviser, as
compensation for the Adviser's services hereunder, a fee, determined as
described in Schedule A that is attached hereto and made a part hereof. Such
fee shall be computed daily and paid not less than monthly in arrears by each
Fund.
The method for determining net assets of a Fund for purposes hereof
shall be the same as the method for determining net assets for purposes of
establishing the offering and redemption prices of Fund shares as described in
each Fund's prospectus. In the event of termination of this Agreement, the fee
provided in this Section shall be computed on the basis of the period ending on
the last business day on which this Agreement is in effect subject to a pro
rata adjustment based on the number of days elapsed in the current month as a
percentage of the total number of days in such month.
10. INDEPENDENT CONTRACTOR. In the performance of its duties
hereunder, the Adviser is and shall be an independent contractor and, unless
otherwise expressly provided herein or otherwise authorized in writing, shall
have no authority to act for or represent the Trust or the Funds in any way or
otherwise be deemed to be an agent of the Trust or the Funds. If any occasion
should arise in which the Adviser gives any advice to its clients concerning the
shares of the Funds, the Adviser will act solely as investment counsel for such
clients and not in any way on behalf of the Funds.
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11. ASSIGNMENT AND AMENDMENTS. This Agreement shall automatically
terminate, without the payment of any penalty, in the event of its assignment
(as defined in section 2(a)(4) of the 1940 Act); provided that such termination
shall not relieve the Adviser of any liability incurred hereunder.
This Agreement may not be added to or changed orally and may not be
modified or rescinded except by a writing signed by the parties hereto and in
accordance with the 1940 Act, when applicable.
12. DURATION AND TERMINATION.
This Agreement shall become effective as of the date executed and
shall remain in full force and effect continually thereafter, subject to
renewal as provided in Section 12(c) and unless terminated automatically as set
forth in Section 11 hereof or until terminated as follows:
(a) The Trust may cause this Agreement to terminate either (i) by
vote of its Board or (ii) with respect to a Fund, upon the affirmative vote of
a majority of the outstanding voting securities of the Fund; or
(b) The Adviser may at any time terminate this Agreement by not more
than sixty (60) days' nor less than thirty (30) days' written notice delivered
or mailed by registered mail, postage prepaid, to the Trust; or
(c) This Agreement shall automatically terminate two years from the
date of its execution unless its renewal is specifically approved at least
annually thereafter by (i) a majority vote of the Trustees, including a
majority vote of such Trustees who are not interested persons of the Trust or
the Adviser, at a meeting called for the purpose of voting on such approval; or
(ii) the vote of a majority of the outstanding voting securities of a Fund;
provided, however, that if the continuance of this Agreement is submitted to
the shareholders of the Fund for their approval and such shareholders fail to
approve such continuance of this Agreement as provided herein, the Adviser may
continue to serve hereunder as to the Fund in a manner consistent with the 1940
Act and the rules and regulations thereunder; and
(d) Termination of this Agreement pursuant to this Section shall be
without payment of any penalty.
In the event of termination of this Agreement for any reason, the
Adviser shall, immediately upon notice of termination or on such later date as
may be specified in such notice, cease all activity on behalf of a Fund and
with respect to any of its assets, except as otherwise required by any
fiduciary duties of the Adviser under applicable law. In addition, the Adviser
shall deliver the Fund Books and Records to the Trust by such means and in
accordance with such schedule as the Trust shall direct and shall otherwise
cooperate, as reasonably directed by the Trust, in the transition of portfolio
asset management to any successor of the Adviser.
13. CLIENT LIST. The Trust permits the Adviser and any sub-adviser
to (i) market the Funds; and (ii) include a Fund's performance in a composite
performance presentation of similar accounts.
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14. 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.
15. LIABILITY OF THE ADVISER.
(a) The Adviser shall have responsibility for the accuracy and
completeness (and liability for the lack thereof) directly related to its'
statements in each Fund's Disclosure Documents.
(b) The Adviser its affiliates, and its and their respective
officers, directors, members, principals, shareholders, controlling persons,
representatives, partners, managers, employees, agents, affiliates or assigns
shall not be liable to a Fund for any loss, claims, damages, expenses or
liabilities ("Losses") except for Losses incurred by the Fund as a result of
(i) any investment made by the Adviser in contravention of: (a) any investment
policy, guideline or restriction set forth in the Registration Statement or as
approved by the Board from time to time and provided to the Adviser; or (b)
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") and (ii) the Losses described in subsection (c) below.
(c) The Adviser shall indemnify and hold harmless the Trust, each
affiliated person of the Trust within the meaning of Section 2(a)(3) of the
1940 Act, and each person who controls the Trust within the meaning of Section
15 of the 1933 Act (any such person, an "Indemnified Party") against any and
all Losses (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 material breach by the Adviser
of this Agreement or of the representations and warranties made by the Adviser
herein; (ii) any Improper Investment; (iii) any untrue statement or alleged
untrue statement of a material fact made by the Adviser in any Disclosure
Document or the Adviser's omission or alleged omission from a Disclosure
Document of a material fact required to be stated therein or necessary to
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make the statements therein not misleading; ; provided, however, that nothing
herein shall be deemed to protect any Indemnified Party who is a Trustee or
officer of the Trust against any liability to the Trust or to its shareholders
to which such Indemnified Party would otherwise be subject by reason or willful
misfeasance, bad faith, negligence or reckless disregard of the duties involved
in the conduct of such person's office with the Trust. The Adviser shall
neither be liable to any Indemnified Party for any Loss suffered as a
consequence of any action or inaction of any administrator, custodian or
transfer agent appointed by the Funds. To the extent permitted by applicable
the law, the Adviser shall not be liable for indirect, special, incidental,
punitive or consequential Losses.
16. 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.
17. 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.
18. CHANGE IN THE ADVISER'S OWNERSHIP. The Adviser agrees that it
shall notify the Trust of any anticipated or otherwise reasonably foreseeable
change in the ownership of the Adviser within a reasonable time prior to such
change being effected.
19. JURISDICTION. This Agreement shall be governed by and construed
in accordance with the substantive laws of the State of Delaware and the
Adviser consents to the jurisdiction of courts, both state and federal, in
Delaware, with respect to any dispute under this Agreement.
20. 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.
21. 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.
22. SUB-SERVICES AGREEMENTS. The Sub-Adviser may enter into agreements
with one or more of its affiliates to provide non-discretionary services for a
Fund without notice to or consent from the Fund or Adviser. The Sub-Adviser
shall be responsible for all activities carried out by such affiliates with
respect to the Fund under such sub-services agreement.
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.
11
THE ADVISORS' INNER CIRCLE FUND III, on behalf of the
Funds listed on Schedule A
By: ________________________
Name: Xxxxxxx Xxxxxxx
Title: President
XXXXX CIRCLE PARTNERS L.P.
By:_________________________
Name:
Title:
12
SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT
DATED ______ BETWEEN
THE ADVISORS' INNER CIRCLE FUND III
AND
XXXXX CIRCLE PARTNERS L.P.
The Trust will pay to the Adviser as compensation for the Adviser's services
rendered, a fee, computed daily at an annual rate based on the average daily
net assets of each Fund in accordance the following fee schedule:
FUND RATE
Core Plus Fund 0.40%
High Yield Fund 0.55%
Multi-Sector Fixed Income Fund 0.55%
Select Growth Equities Fund 0.65%
A-1
