INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT (the "Agreement") made as of this 15th day of
September, 2017 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 NI A (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
31 a-I 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 arc 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 (1) 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 11, 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.
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8. THE NAME "XXXXX CIRCLE PARTNERS". For the duration of this Agreement,
the 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 September 16, 2017 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.
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.
THE ADVISORS' INNER CIRCLE FUND III, on behalf of the
Funds listed on Schedule A
By: /s/ Xxxx X. Xxxxxxxxx
---------------------
Name: Xxxx X. Xxxxxxxxx
Title: VP & Assistant Secretary
XXXXX CIRCLE PARTNERS, L.P.
By: /s/ Xxxx Xxxxxxxx
-----------------
Name: Xxxx Xxxxxxxx
Title: Chief Executive Officer
12
SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT
DATED SEPTEMBER 15, 2017 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%
Multi-Sector Fixed Income Fund 0.55%
A-1