AMENDMENT TO TRANSFER AGENCY SERVICES AGREEMENT
Amendment No. 2 (this "AMENDMENT NO. 2"), dated as of October __, 2016, by
and between Atlantic Shareholder Services, LLC, a Delaware limited liability
company (the "ATLANTIC"), and The Advisors' Inner Circle Fund III, a statutory
trust organized under the laws of the State of Delaware (the "TRUST").
W I T N E S S E T H :
WHEREAS, effective as of August 18, 2015, Atlantic and the Trust entered
into a Transfer Agency Services Agreement (the "ORIGINAL AGREEMENT");
WHEREAS, the Original Agreement was amended pursuant to an Amendment, dated
as of November 3, 2015 (the Original Agreement, as amended, the "AGREEMENT")
WHEREAS, pursuant to Section 15(a) of the Agreement, each of Atlantic and
the Trust desires that the Agreement be amended in accordance with the terms and
conditions of this Amendment.
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein set forth, and intending to be legally bound hereby, the parties hereto
agree that the Agreement shall be and hereby is amended as follows:
Section 1. DEFINED TERMS. Capitalized terms used but not defined herein
shall have the meanings ascribed thereto in the Agreement.
Section 2. AMENDMENT TO SECTION 5(A). Section 5(a) of the Agreement is
amended by deleting the first sentence thereof in its entirety and replacing
such sentence with the following:
"For the services provided by Atlantic pursuant to this Agreement, the
Trust shall pay Atlantic, with respect to each Fund, a fee at the
annual rate stated for the Fund in the applicable Schedule(s) referred
to in Appendix A hereto (such Schedules(s), the "FEE SCHEDULE").
Section 3. AMENDMENT OF APPENDIX A. Appendix A to the Agreement is amended
and restated to read in its entirety as set forth in the Appendix A attached
hereto.
Section 4. SCHEDULE B. The Agreement is amended by adding a Schedule B in
the form attached hereto.
Section 5. AGREEMENT AS AMENDED. The term "Agreement" as used in the
Agreement shall be deemed to refer to the Agreement as amended hereby and this
Amendment No. 2 shall be effective as of the date first above written.
Section 6. FULL FORCE AND EFFECT. If any term, provision, covenant or
restriction of this Amendment No. 2 is held by a court of competent jurisdiction
or other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment No. 2, and the
Agreement, shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.
Section 7. GOVERNING LAW. This Amendment No. 2 shall be deemed to be a
contract made under the laws of the State of Delaware without giving effect to
the principles of conflicts of law thereof.
Section 8. EXECUTION IN COUNTERPARTS. This Amendment No. 2 may be executed
in any number of counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument.
Section 9. RATIFICATION, ADOPTION AND APPROVAL. In all respects not
inconsistent with the terms and provisions of this Amendment No. 2, the
Agreement is hereby ratified, adopted, approved and confirmed.
[REMAINDER OF PAGE INTENTIONALLY BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
2 to be executed in their names and on their behalf by and through their duly
authorized officers, as of the day and year first above written.
ATLANTIC SHAREHOLDER SERVICES, LLC
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
---------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
THE ADVISORS' INNER CIRCLE FUND III
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: VP & Secretary
APPENDIX A: FUNDS OF THE TRUST
---------------------------------------------------------------------------------------------------------------
FUND NAME CLASS NAME CUSIP SYMBOL APPLICABLE
FEE SCHEDULE
---------------------------------------------------------------------------------------------------------------
Amundi ▇▇▇▇▇ ▇▇▇▇▇▇▇ Total Institutional Class Shares 0077IX591 Schedule A
Return Bond Fund
Retirement Class Shares 0077Ix617
---------------------------------------------------------------------------------------------------------------
PineBridge Dynamic Asset Institutional Class Shares 0077IX575 PDAIX Schedule A
Allocation Fund
Investor Servicing Shares 0077IX567 PDAVX
---------------------------------------------------------------------------------------------------------------
Chiron Capital Allocation Fund Class I Shares 0077IX583 CCAPX Schedule A
---------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇ Strategic European Institutional Class Shares ▇▇▇▇▇▇▇▇▇ CHEUX Schedule B
Equities Fund
---------------------------------------------------------------------------------------------------------------
SCHEDULE B: ANCILLARY FEE SCHEDULE
NOTE: The following Ancillary Fee Schedule relates to the Services Agreement by
and between Atlantic Shareholder Services, LLC and The Advisors' Inner Circle
Fund III (the "AGREEMENT"). Capitalized terms used but not defined herein shall
have the meanings assigned thereto in the Agreement.
Defined terms in this Fee Schedule have the meanings set forth in the
Agreement, as amended from time to time.
ANNUAL ASSET-BASED FEE
o 1/4 of 1.0 basis point (0.0025%) on the first $500 million in total
assets
o 1/10 of 1.0 basis point (0.001%) on the next $500 million in total
assets
o 1/20 of 1.0 basis point (0.0005%) on total assets in excess of $1
billion
ANNUAL ACCOUNT FEES
o $18 per open non-level three and level zero accounts
o $12 per open level three and level zero accounts for the first 2,500
accounts
o $10 per open level three and level zero accounts for the next 2,500
accounts
o $8 per open level three and level zero accounts for the next 5,000
accounts
o $6 per open level three and level zero accounts for accounts in
excess of 10,000 accounts
o Open account fees subject to an $18,000 minimum per CUSIP
o $2.04 per closed account
OPTIONAL SERVICES
o NSCC price and rate profile services: $180 per CUSIP annually
o Client/intermediary internet access: $1,200 annually
o Shareholder internet access
o $6,000 per fund annually, subject to an $18,000 annual maximum
per site
o $7,500 implementation fee -- waived if this service is selected
pre-implementation
o Market timing analytics (Rule 22c-2)
o $0.60 per account annually subject to a $2,400 minimum per CUSIP
annually; minimum not to exceed $7,200 annually
o $500 per CUSIP set-up fee -- waived if this service is selected
pre-implementation
o Blue Sky administration: $65 annually for each permit or similar
state registration
o Customized development post implementation: $200 per hour
OUT-OF-POCKET EXPENSES
Out-of-pocket expenses include, but are not limited to: banking fees; Blue Sky
state sales charges; CIP scanning; data storage; escheatment; FinCEN; imaging;
literature fulfillment; mailing, postage and printing; NSCC fees; OFAC; paper
stock; proxy services; record retention; regulatory enhancements; and
telecommunications.
