AMENDMENT NO. 2 TO ADMINISTRATION AGREEMENT
THIS AMENDMENT NO. 2 TO ADMINISTRATION AGREEMENT (this "Amendment"), made
this 23rd day of June, 2016 (the "Amendment Effective Date"), by and among The
Advisors' Inner Circle Fund III, a statutory trust formed under the laws of the
State of Delaware (the "Trust"), SEI Investments Global Funds Services, a
statutory trust formed under the laws of the State of Delaware (the
"Administrator"), and each investment advisor (each an "Investment Advisor")
that executes a Series Schedule to this Agreement, substantially in the form
attached hereto as Exhibit A (each a "Series Schedule"). Each Investment Advisor
shall be a limited party to this Amendment solely in respect of its rights and
obligations as specifically set forth in the Agreement and in respect of the
Funds indicated in its applicable Series Schedule (as such term is defined
herein). Each Series Schedule, as may be amended from time to time, shall be
considered a part of this Amendment.
WHEREAS:
1. The Trust and the Administrator entered into an Administration
Agreement, dated as of February 12, 2014, as amended (the
"Agreement"), pursuant to which, among other things, the Administrator
agreed to provide certain administration services to the Funds of the
Trust; and
2. The parties hereto desire to further amend the Agreement on the terms
and subject to the conditions provided herein.
NOW, THEREFORE, in consideration of the premises, covenants, representations and
warranties contained herein and intending to be legally bound hereby, the
parties hereto agree as follows:
1. DEFINED TERMS. Except as specifically set forth herein, defined terms used
herein shall have their respective meanings as set forth in the Agreement.
2. Schedule I (List of Services). Schedule I (List of Services) is hereby
deleted in its entirety and replaced with the Schedule I (List of Services)
as set forth on the Attachment #1 hereto.
3. RATIFICATION OF AGREEMENT. Except as expressly amended and provided
herein, all of the terms, conditions and provisions of the Agreement are
hereby ratified and shall continue in full force and effect.
4. COUNTERPARTS. This Amendment may be executed in two or more counterparts,
all of which shall constitute one and the same instrument. Each such
counterpart shall be deemed an original, and it shall not be necessary in
making proof of this Amendment to produce or account for more than one such
counterpart. This Amendment shall be deemed executed by each party when any
one or more counterparts hereof or thereof, individually or taken together,
bears the original, facsimile or scanned signatures of each of the parties.
5. BINDING EFFECT. This Amendment shall be binding upon, and shall inure to
the benefit of the Administrator the Funds and each of their respective
permitted successors and assigns.
6. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania without giving
effect to any conflict of laws or choice of laws rules or principles
thereof.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the Amendment Effective Date.
ADMINISTRATOR: TRUST:
SEI INVESTMENTS GLOBAL FUNDS SERVICES THE ADVISORS' INNER CIRCLE FUND III
By: /s/ Xxxx Xxxxxxxxx By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President Title: President
ATTACHMENT 1
SCHEDULE I
List of Services
General Services:
1) Maintain the Trust's accounting books and records;
2) Obtain Fund security valuations from appropriate sources consistent with
the Trust's pricing and valuation policies, and calculate net asset value
of each Fund and class;
3) Compute yields, total return, expense ratios, portfolio turnover rate and
average dollar-weighted portfolio maturity, as appropriate;
4) Track and validate income and expense accruals, analyze and modify expense
accrual changes periodically, and process expense disbursements to vendors
and service providers;
5) Perform cash processing such as recording paid-in capital activity,
perform necessary reconciliations with the transfer agent and the
custodian, and provide cash availability data to the Investment Advisor, if
requested;
6) Calculate required ordinary income and capital gains distributions,
coordinate estimated cash payments, and perform necessary reconciliations
with the transfer agent;
7) Provide standardized performance reporting data to the Trust and each
Investment Advisor;
8) Provide performance, financial and expense information for registration
statements and proxies;
9) Communicate net asset value, yield, total return or other financial data
to appropriate third party reporting agencies, and assist in resolution of
errors reported by such third party agencies;
10) Update accounting system to reflect rate changes, as received from a
Fund's Investment Advisor, sub-advisor or respective designee, on variable
interest rate instruments;
11) Accrue expenses of each Fund according to instructions received from the
Trust's treasurer or other authorized representative (including officers of
the a Fund's Investment Advisor);
12) Determine the outstanding receivables and payables for all (1) security
trades, (2) portfolio share transactions and (3) income and expense
accounts in accordance with the budgets provided by the Trust or its
Investment Advisor;
13) Prepare the Trust's financial statements for review by fund management and
independent auditors, manage annual and semi-annual report preparation
process, prepare Forms N-SAR, N-Q, N-CSR and 24f-2, provide Fund
performance data for annual report, coordinate printing and delivery of
annual and semi-annual reports to Shareholders, and file Forms N-SAR, N-Q,
N-CSR and 24f-2 and annual/semi-annual reports via XXXXX;
14) Monitor each Fund's compliance with the requirements of Subchapter M of
the Internal Revenue Code with respect to status as a regulated investment
company;
15) Prepare and file federal and state tax returns for the Trust other than
those required to be prepared and filed by the Trust's transfer agent or
custodian.
16) Provide data for year-end 1099's and supplemental tax letters;
17) Provide such fund accounting and financial reports in connection with
quarterly meetings of the board of trustees as the board of trustees may
reasonably request;
18) Excluding proxy statements that arise due to adviser or sub-adviser
changes in control, manage the Trust's proxy solicitation process,
including evaluating proxy distribution channels, coordinating with outside
service provider to distribute proxies, tracking Shareholder responses and
tabulating voting results, and managing the proxy solicitation vendor if
necessary;
19) Provide individuals to serve as ministerial officers of the Trust, as
requested;
20) Provide principal financial officer for purposes of Xxxxxxxx-Xxxxx;
21) Coordinate with the Trust's counsel on filing of the Trust's registration
statements and proxy statements, and coordinate printing and delivery of
the Trust's prospectuses and proxy statements;
22) Provide consultation to the Trust on regulatory matters relating to the
operation of the Trust as requested and coordinate with the Trust's legal
counsel regarding such matters;
23) Assist legal counsel to the Trust in the development of policies and
procedures relating to the operation of the Trust;
24) Act as liaison to legal counsel to the Trust and, where applicable, to
legal counsel to the Trust's independent trustees;
25) Coordinate with Trust counsel in the preparation, review and execution of
contracts between the Trust and third parties, such as the Trust's
Investment Advisor, transfer agent, and custodian, and record-keepers or
Shareholder service providers;
26) Assist the Trust in handling and responding to routine regulatory
examinations with respect to records retained or services provided by the
Administrator, and coordinate with the Trust's legal counsel in responding
to any non-routine regulatory matters with respect to such matters;
27) Provide consulting with respect to the ongoing design, development and
operation of the Trust, including new Funds or Share classes and/or load
structures and financing, as well as changes to investment objectives and
policies for existing Funds;
28) Coordinate as necessary the registration or qualification of Shares with
appropriate state securities authorities;
29) Except with respect to special board meetings called at the request of an
adviser, manage the preparation for and conducting of board of trustees
meetings by (i) coordinating Trust's board of trustees' schedule and book
production and distribution process, (ii) subject to review and approval by
the Trust and its counsel, preparing meeting agendas, (iii) preparing the
relevant sections of the board of trustees materials required to be
prepared by the Administrator, (iv) assisting to gather and coordinate
special materials related to annual contract renewals and approval of rule
12b-1 plans for and as directed by the trustees or Trust counsel, (v)
attending board of trustees meetings, and (vi) performing such other board
of trustees meeting functions as shall be agreed by the parties in writing
(in this regard, the Trust shall provide the Administrator with notice of
regular meetings at least six (6) weeks before such meeting and as soon as
practicable before any special meeting of the board of trustees);
30) Cooperate with, and take all reasonable actions in the performance of its
duties under this Agreement to ensure that all necessary information is
made available to the Trust's independent public accountants in connection
with the preparation of any audit or report requested by the Trust,
including the provision of a conference room at the Administrator's
location if necessary (in this regard, the Trust's independent auditors
shall provide the Administrator with reasonable notice of any such audit so
that (i) the audit will be completed in a timely fashion and (ii) the
Administrator will be able to promptly respond to such information requests
without undue disruption of its business); and
31) On a T+2 post-trade basis and based on the information available to the
Administrator, periodically monitor the Funds for compliance with
applicable limitations as set forth in the Trust's or any Fund's then
current Prospectus or Statement of Additional Information (this provision
shall not relieve the Trust's Investment Advisor and sub-advisors, if any,
of their primary day-to-day responsibility for assuring such compliance,
including on a pre-trade basis).
32) Additional Reports and Services.
o Upon reasonable notice and as mutually agreed upon, the Administrator
may provide additional reports upon the request of the Trust or its
Investment Advisor, which may result in additional charges, the amount
of which shall be agreed upon between the parties prior to the
provision of such report.
o Upon reasonable notice and as mutually agreed upon, the Administrator
may provide such additional services with respect to a Fund, which may
result in an additional charge, the amount of which shall be agreed
upon between the parties prior to the provision of such service.
ENHANCED SERVICES:
Administrator may, at its discretion, provide the following enhanced services
with respect to certain Funds of the Trust:
a) Complete account opening, name change, conversion, merger, market-specific
licensing renewals, and account closing documentation for foreign custody
market registration provided to the Administrator by the Fund's custodian.
b) Complete tax documentation required by the custodian or sub-custodian for
tax reclaim applications in foreign markets that the Fund's adviser
requests the Fund be able to trade in including forms, signatures and
appropriate certifications.
c) Complete, for adviser review, proxy documentation as required by the
custodian or sub-custodian for it to process voting requirements in foreign
markets that the Fund's adviser requests the Fund be able to trade in,
including forms, signatures and appropriate certifications.
d) Draft, for adviser review, and file supplements to Fund registration
statements.
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