INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT (the "Agreement") made as of this 1st day of
November, 2016 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 RWC Asset
Advisors (US) LLC (the "Adviser"), a Delaware limited liability company with its
principal place of business at 0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxx,
Xxxxxxx 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 "Fund"), 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 Fund. In such capacity, the
Adviser shall, subject to the supervision of the Board, regularly provide
the Fund with investment research, advice and supervision and shall furnish
continuously an investment program for the Fund, consistent with the
investment objectives and policies of the Fund. The Adviser shall
determine, from time to time, what securities shall be purchased for the
Fund, what securities shall be held or sold by the Fund and what portion of
the Fund's assets shall be held uninvested in cash, subject always to the
provisions of the Trust's Agreement and Declaration of Trust dated 4
December 2013, 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 the 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 the
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 the 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 the Fund's assets or to
otherwise exercise its right to control the overall management of the 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, to the extent 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 the Fund, and with
any policies, guidelines, instructions and procedures approved by the Board
and in each case provided to the Adviser. In selecting the Fund's portfolio
securities and performing the Adviser's obligations hereunder, the Adviser
shall cause the 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 Fund shall be voted, and
the Board has initially determined to delegate the authority and
responsibility to vote proxies for the Fund's securities to the Adviser. So
long as proxy voting authority for the Fund 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 Fund 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 Fund's 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 a Fund (other than materials relating to legal proceedings
against the Fund, notwithstanding which, the Fund agrees to notify the
Adviser of any legal proceedings brought or threatened against it unless
the Fund is prevented by law or regulation from making such notification).
The Adviser may also instruct the Fund's custodian and/or broker(s) to
provide reports of holdings in the portfolio of the Fund. The Adviser has
the authority to engage a service provider to assist with administrative
functions related to voting Fund proxies. The Trust shall direct the Fund's
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 the Fund and its shareholders.
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(d) RECORDKEEPING. The Adviser shall not be responsible for the
provision of administrative, bookkeeping or accounting services to the
Fund, except as otherwise provided herein 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 Fund) relating
to its responsibilities provided hereunder with respect to the Fund, and
shall preserve such records for the periods and in a manner prescribed
therefor by Rule 31a-2 under the 1940 Act (the "Fund Books and Records").
The Fund Books and Records shall be available to the Board at any time upon
request, shall be delivered to the Trust upon the termination of this
Agreement and shall be available without delay during any day the Trust is
open for business.
(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 security held by the 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
provide reasonable cooperation and 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 Fund within its possession and control 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 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
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Trust as to violations of the Code by Access Persons and the sanctions imposed
by the Adviser. The Adviser shall immediately notify the Trust of any material
violation of the Code, whether or not such violation relates to a security held
by the 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 immediately upon detection of
(i) any material failure to manage the Fund in accordance with its
investment objectives and policies or any applicable law; or (ii) any
material breach of (A) those of the Fund's policies, guidelines or
procedures that have been provided to the Adviser (together the "Fund
Policies") or (B) the Adviser's policies, guidelines or procedures. In
addition, the Adviser shall provide a quarterly report regarding the 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 Policies 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 Trust's
chief compliance officer 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 the 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 during normal business hours to meet with the Board from time to
time on reasonable prior notice to review its investment management
services to the Fund in light of current and prospective economic and
market conditions and shall furnish to the Board such 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, acting reasonably,
determine to be appropriate. The provision
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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
securities for the account of the Fund, 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 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 Fund the most favorable execution and net
price available under the circumstances, provided that it is also
understood that it is desirable for the Fund that the Adviser have access
to brokerage and research services provided by brokers who may execute
brokerage transactions at a higher cost to the Fund 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 for the Fund 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 or futures contracts 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 the Fund's current Registration
Statement; (b) the provisions of the 1940 Act; (c) the provisions of the
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 Fund for these services in addition to the Adviser's fees for
services under this Agreement.
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5. CUSTODY. Nothing in this Agreement shall permit the Adviser to take or
receive physical possession of cash, securities or other investments of the
Fund.
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
of which it is aware 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, subject to being provided with the following by or on
behalf of the Trust, those parts of the Registration Statement, summary
prospectus, prospectus, statement of additional information, periodic
reports to shareholders, reports and schedules that relate specifically to
the Fund and that are filed with the Commission (including any amendment,
supplement or sticker to any of the foregoing) and advertising and sales
material relating to the Fund (collectively the "Disclosure Documents") and
represents and warrants that such Disclosure Documents contain or will
contain no untrue statement of any material fact and do not and will not
omit any statement of material fact required to be stated therein or
necessary to make the statements therein not misleading.
(d) USE OF THE NAME "RWC". The Adviser has the right to use the name
"RWC" 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 "RWC" 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 "RWC."
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(e) INSURANCE. The Adviser maintains errors and omissions insurance
coverage in an appropriate amount and, subject to any obligation of
confidentiality, shall provide 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 securities for the Fund, and that all selections shall be done
in accordance with what is in the Adviser's opinion the best interest of
the Fund.
(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 the Fund ahead
of their own interests, in all personal trading scenarios that may involve
a conflict of interest with the Fund, consistent with its fiduciary duties
under applicable law.
(h) 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 "RWC". The Adviser grants to the Trust a revocable,
non-transferable, non-exclusive license to use the name "RWC" (the "Name") as
part of the name of the Fund. The foregoing authorization by the Adviser to the
Trust to use the Name as part of the name of the Fund is not exclusive of the
right of the Adviser itself to use, 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; (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 (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 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 Fund 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
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monthly in arrears by the Fund.
The method for determining net assets of the 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
the 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 Fund in any way or otherwise
be deemed to be an agent of the Trust or the Fund. If any occasion should arise
in which the Adviser gives any advice to its clients concerning the shares of
the Fund, the Adviser will act solely as investment counsel for such clients and
not in any way on behalf of the Fund.
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 the 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 the Fund; provided, however, that if the continuance of this
Agreement is submitted to
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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 the 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. 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.
14. LIABILITY OF THE ADVISER.
(a) The Adviser shall have responsibility for the accuracy and
completeness (and liability for the lack thereof) of statements in the
Fund's Disclosure Documents.
(b) The Adviser shall be liable to the Fund for any loss (including
transaction costs) incurred by the Fund as a result of any investment made
by the Adviser in contravention of: (i) 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 (ii) 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").
(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, claims, damages, expenses or liabilities
(including the reasonable cost of investigating and defending any
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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 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 contained in any
Disclosure Document or the omission or alleged omission from a Disclosure
Document of a material fact required to be stated therein or necessary to
make the statements therein not misleading; or (iv) the Adviser's
performance or non-performance of its duties hereunder; 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 of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such person's office
with the Trust.
15. 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.
16. 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.
17. CHANGE IN THE ADVISER'S OWNERSHIP. The Adviser agrees that it shall
notify the Trust of any anticipated or otherwise reasonably foreseeable material
change in the ownership of the Adviser within a reasonable time prior to such
change being effected.
18. JURISDICTION. This Agreement shall be governed by and construed in
accordance with the substantive laws of the State of Delaware and the
Sub-Adviser consents to the jurisdiction of courts, both state and federal, in
Delaware, with respect to any dispute under this Agreement.
19. 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.
20. 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.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
signed on
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their behalf by their duly authorized officers as of the date first above
written.
THE ADVISORS' INNER CIRCLE FUND III, on behalf of
the Fund(s) listed on Schedule A
By: /s/ Xxxxxxx Xxxxxxx
-------------------
Name: Xxxxxxx Xxxxxxx
Title: President
RWC ASSET ADVISORS (US) LLC
By: /s/ Xxxx Xxxxxx
---------------
Name: Xxxx Xxxxxx
Title: Authorized
By: /s/ Xxx Xxxxxx
--------------
Name: Xxx Xxxxxx
Title: Authorized
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SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT
DATED NOVEMBER 1, 2016 BETWEEN
THE ADVISORS' INNER CIRCLE FUND III
AND
RWC ASSET ADVISORS (US) LLC
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 the Fund in accordance the following fee schedule:
FUND RATE
--------------------------------------------------------------------------------
RWC Global Emerging Equity Fund 0.90%
A-1
