EXHIBIT 99.8.62
ADMINISTRATIVE SERVICES AGREEMENT
THIS ADMINISTRATIVE SERVICES AGREEMENT (this "AGREEMENT") is made as of this
24th day of February, 2017, ("EFFECTIVE DATE") by and among The Advisors' Inner
Circle Fund III, a Delaware statutory trust (the "Trust") on behalf of the
Knights of Columbus Funds and American United Life Insurance Company, an
insurance company (the "RECORDKEEPER").
WHEREAS, the Trust is a registered open-end management investment company
consisting of those series identified on the attached SCHEDULE A (the "FUNDS");
WHEREAS, the Recordkeeper desires to provide administrative services comprised
of certain recordkeeping, reporting, and processing services for certain defined
contribution plans and other agreed upon employee benefit plans and retirement
investment programs (the "Plans"), which services include processing and
transfer arrangements for the investment and reinvestment of Plan assets in the
Funds as specified by an entity not related to the Recordkeeper, such as a Plan
sponsor or administrative committee of a Plan (a "Plan Representative"),
generally upon the direction of Plan participants or their beneficiaries (the
"Participants");;
WHEREAS, the Trust and the Recordkeeper desire to facilitate the purchase and
redemption of shares of the Funds on behalf of the Plans and their Participants
through one or more plan level accounts in each Fund (an "Account") to be
maintained of record by the Recordkeeper or to third parties with whom the
Recordkeeper contracts as nominee of the Plan, subject to the terms and
conditions of this Agreement; and
WHEREAS, the Trust and the Recordkeeper are members of, or have access to, and
are entitled to use the services of, National Securities Clearing Corporation
("NSCC").
NOW, THEREFORE, in consideration of the premises and the covenants hereinafter
contained and intending to be legally bound, the parties hereby agree as
follows:
SECTION 1 PERFORMANCE OF SERVICES
The Recordkeeper agrees to perform, or have third parties with whom it contracts
perform, the administrative functions and services as set forth in SCHEDULE B
and in accordance with the procedures set forth in SCHEDULE C, each attached
hereto, with respect to the shares of the Funds owned by the Plans and included
in the Accounts or as may be requested by the Plans (the "SERVICES"). This
Agreement contemplates that the Recordkeeper may engage the services of third
parties to perform some or all of the Services and to the extent Recordkeeper
does engage such third parties, the Recordkeeper will be responsible for the
actions of any third parties it may retain.
SECTION 2 ACCOUNTS
2.01 ACCOUNT OPENING. The Recordkeeper will open each Account upon
completion of the applicable application forms for the selected Funds.
2.02 ACCOUNT NUMBERS AND MAINTENANCE. The Trust shall designate each
Account with an account number. Account numbers will be the means of
identification when the parties are transacting in the Accounts. The assets in
the Accounts are assets of the Plans and shall be segregated from the
Recordkeeper's own assets. The Trust agrees to cause the Accounts to be kept
open on each Fund's books regardless of a lack of activity or small position
size except to the extent the Recordkeeper takes specific action to close an
Account or to the extent the Fund's then-current prospectus reserves the right
to close Accounts. In the latter case, the Trust will give prior notice to the
Recordkeeper before closing an Account.
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SECTION 3 TRANSACTIONS THROUGH THE NSCC SYSTEM
3.01 USE OF THE NSCC SYSTEM. The Trust and the Recordkeeper agree to
process and settle transactions pursuant to this Agreement through Fund/SERV,
which is NSCC's mutual fund settlement, entry, and registration verification
system, and may agree to exchange all Account information (other than order
processing) through Networking, which is NSCC's automated and centralized
recordkeeping system, based upon an agreed level of reporting control as may be
made available by NSCC. The Trust and the Recordkeeper agree to establish an
electronic data link through the NSCC system. The NSCC system will enable the
Recordkeeper to transmit Plan trade information, including purchase, redemption
and exchange instructions, as directed by Participants, to the Trust or the
Funds and likewise to receive trade and pricing information from the Funds.
3.02 Mutual Obligations.
3.02.01. The parties agree to pay or arrange for payment of their
respective NSCC costs.
3.02.02. Each party has received a copy of the NSCC system rules and
processing guidelines and agrees to abide by such rules and guidelines, as
amended from time to time in order to perform their respective obligations under
this Agreement.
3.02.03. Each party shall perform any and all duties, functions,
procedures and responsibilities established by NSCC and shall maintain
facilities, equipment and personnel sufficient to perform the foregoing
activities and to otherwise comply with the terms of this Agreement and to
comply with the applicable NSCC rules and guidelines.
3.02.04. Confirmed trades and any other information provided through
the NSCC system pursuant to this Agreement shall be accurate, complete, and in a
format prescribed by NSCC. Each party shall adopt, implement and maintain
procedures reasonably designed to ensure the accuracy of all transmissions
through the NSCC system. Each party shall be entitled to act on information and
transmissions received through the NSCC system that it reasonably believes to be
genuine.
3.03 TRUST OBLIGATIONS. On each business day, the Trust (or its transfer
agent) shall accept and effect changes on its records upon receipt of purchase,
redemption, exchanges and registration instructions from Recordkeeper through
the NSCC system without supporting documents from the Plan Representative or
Participants.
3.04 ADJUSTMENTS. Processing errors that result from any delay or error
caused by the Recordkeeper may be adjusted according to the Funds' then-current
prospectus, the cost of which adjustment shall be borne by the Recordkeeper. In
the event adjustments are required to correct any error in the computation of
the net asset value of Fund shares, the Trust shall notify the Recordkeeper as
soon as practicable after discovering the need for those adjustments that result
in a reimbursement to an Account in accordance with such Fund's then-current
policies on reimbursement. Notification may be made via facsimile or via direct
or indirect systems access. Any such notification shall be promptly followed by
a letter written on the Trust's letterhead stating, for each day on which an
error occurred, the incorrect price, the correct price, and, to the extent
communicated to the Fund's shareholders, the reason for the price change.
3.05 DELIVERY OF INFORMATION. Any information provided by the Trust to the
Recordkeeper through the NSCC system and pursuant to this Agreement shall be
deemed to satisfy the delivery obligations outlined by Rule 10b-10 under the
Securities Exchange Act of 1934, as amended (the "1934 ACT"), and, as such, the
Trust has the informed consent of the Recordkeeper to suppress delivery of
information using paper media. The Recordkeeper will verify the accuracy of
confirmations of transactions and records received from the Trust through the
NSCC system.
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SECTION 4 AGENCY
The Trust hereby appoints the Recordkeeper and third parties with whom the
Recordkeeper contracts as its agents for the limited purpose of accepting
purchase and redemption instructions from a Plan for the purchase and redemption
of shares of the Funds on behalf of such Plan.
SECTION 5 MAINTENANCE OF RECORDS
5.01 RECORDS KEPT BY RECORDKEEPER. Recordkeeping and other administrative
services to Participants shall be the responsibility of the Recordkeeper and
shall not be the responsibility of the Funds or the Trust. Neither the Funds nor
the Trust shall maintain separate accounts or records for Participants. The
Recordkeeper shall maintain and preserve records in connection with providing
the Services hereunder.
5.02 ACCESS TO RECORDS. Upon request of the Trust, the Recordkeeper shall
provide copies of the historical records relating to transactions between the
Funds and the Plans, written communications regarding the Funds to or from the
Plans and other material, in each case, (1) as are maintained by the
Recordkeeper in the ordinary course of its business, and (2) as may reasonably
be requested to enable the Trust, its representatives, and, including without
limitation, each of their auditors or legal counsel, to (A) monitor and review
the Services, (B) comply with any request of a governmental body or
self-regulatory organization or the Plans, (C) verify compliance by the
Recordkeeper with the terms of this Agreement, or (D) make required regulatory
reports. The Recordkeeper further agrees that it will permit the Trust or its
representatives to have reasonable access to its personnel and records during
normal business hours in order to facilitate the monitoring of the quality of
the Services. The Trust agrees to reimburse the Recordkeeper for copying and
mailing expenses related to requests for the above referenced information or
documents. The parties agree to cooperate in good faith in providing records to
one another pursuant to this section.
SECTION 6 ACCOUNT ACTIVITY AND DISTRIBUTION INFORMATION
6.01 DELIVERY OF INFORMATION BY TRUST. The Trust will deliver information,
or arrange for the delivery to the Recordkeeper of information, as may be
reasonably requested by the Recordkeeper, including such information as is
reasonably necessary to verify the receipt and accurate processing of all
purchase and redemption orders placed by the Recordkeeper. As to each Fund, the
Trust shall provide to the Recordkeeper, or parties with whom the Recordkeeper
contracts, all Fund distribution announcement information as soon as it is
disseminated by each Fund. The distribution information shall set forth ex-date,
record date, payable date, distribution rate per share, record date share
balances, cash and reinvested payment amounts, and all other information
reasonably requested by the Recordkeeper. All dividends and capital gains
distributions will be automatically reinvested on the payable date at net asset
value in accordance with each Fund's then-current prospectus.
6.02 RESPONSIBILITIES OF RECORDKEEPER. The Recordkeeper agrees that it is
responsible for knowing the provisions and policies of the Fund related to
breakpoints and for applying those provisions and policies to the sale of shares
to Participants. Moreover, the Recordkeeper agrees that it will not combine
customer orders to reach breakpoints in commissions or for any other purposes
whatsoever unless authorized by the then current Prospectus or by the Fund in
writing. The Recordkeeper further agrees that it will not withhold placing
Participants' orders for shares so as to profit itself as a result of such
withholding or place orders for shares in amounts just below the point at which
sales charges are reduced so as to benefit from a higher sales charge applicable
to an amount below a breakpoint. The Recordkeeper further agrees that it will
place orders immediately upon their receipt and will not withhold any order so
as to profit therefrom. Finally, the Recordkeeper agrees to maintain policies
and procedures, including supervisory procedures, reasonably designed to ensure
that Participants are apprised of, and receive, breakpoint opportunities. The
Recordkeeper agrees to provide the Fund and the the Fund's distributor, upon
reasonable request, with a copy of such policies and procedures and such other
documentation that will allow the Fund and the Fund's distributor to satisfy
their respective
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supervisory and/or compliance obligations under the applicable laws, rules and
regulations of the Financial Industry Regulatory Authority ("FINRA") and the
Securities and Exchange Commission ("SEC").
SECTION 7 PROXIES
The Recordkeeper and its agents will in no way recommend action in connection
with or oppose or interfere with the solicitation of proxy voting.
SECTION 8 FUND EXPENSES
The Recordkeeper shall not bear any of the expenses for the cost of registration
of the Funds' shares, preparation of the Funds' prospectuses and reports, and
the preparation of the other related statements and notices required by law to
be prepared by the Funds.
SECTION 9 MAILING FUND COMMUNICATIONS
9.01 PORTFOLIO COMMUNICATIONS. The Trust or its administrator shall supply
the Recordkeeper with Portfolio Communications, which the Recordkeeper shall
furnish or make available, where appropriate and as required by applicable law,
to Participants. Such Portfolio Communications shall include proxy materials and
Portfolio prospectuses ("PORTFOLIO COMMUNICATIONS").
9.02 COSTS. The cost of preparing, printing and shipping Portfolio
Communications to the Recordkeepers shall be paid by the Trust or its agent. The
cost of any distribution of Portfolio Communications to the Participants shall
be paid by the Recordkeeper, and shall not be the responsibility of the Trust,
its agent or the Fund's distributor.
SECTION 10 INDEMNIFICATION
10.01 INDEMNIFICATION BY THE RECORDKEEPER. The Recordkeeper shall
indemnify, defend (on an as-incurred basis) and hold harmless the Trust, each
Fund, the Fund's distributorand each of their affiliates, directors, officers,
employees and agents and each person who controls them within the meaning of the
Securities Act of 1933, as amended, from and against any and all losses, claims,
damages, liabilities and expenses (including reasonable attorneys' fees) they
incur ("LOSSES") insofar as such Losses arise out of or are based upon (1) the
provision of Services by the Recordkeeper or by any third party with whom the
Recordkeeper contracts to provide the Services, (2) the Recordkeeper's
negligence, willful misconduct or violation of any applicable law in the
performance of its duties and obligations under this Agreement, (3) any material
breach by the Recordkeeper of any provision of this Agreement, and (4) any
material breach by the Recordkeeper of a representation, warranty or covenant
made by it in this Agreement. This indemnity is in addition to any other
liability that the Recordkeeper may otherwise have.
10.02 INDEMNIFICATION BY THE TRUST. The Trust shall indemnify, defend (on
an as-incurred basis) and hold harmless the Recordkeeper, its affiliates and
each of their respective directors, officers, employees and agents and each
person who controls it within the meaning of the Securities Act of 1933, as
amended, from and against any and all losses insofar as such losses arise out of
or are based upon (1) the Trust's negligence, willful misconduct or violation of
applicable law in the performance of its duties and obligations under this
Agreement, (2) any material breach by the Trust of any provision of this
Agreement, and (3) any material breach by the Trust of a representation,
warranty or covenant made by it in this Agreement. This indemnity agreement is
in addition to any other liability that the Trust may otherwise have.
10.03 PROCEDURES RELATED TO INDEMNIFICATION. Promptly after receipt by a
party entitled to indemnification under this section (an "INDEMNIFIED PARTY") of
notice of the commencement of an investigation, action, claim or proceeding,
such Indemnified Party will, if a claim in respect thereof is to be made against
the indemnifying party under this section, notify the indemnifying party of the
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commencement therefore, but the omission to notify the indemnifying party will
not relieve it from any liability which it may have to any Indemnified Party
otherwise. In case any such action is brought against any Indemnified Party, and
it notified the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein and, to the extent that it may
wish, assume the defense hereof, with counsel satisfactory to such Indemnified
Party. After notice from the indemnifying party of its intention to assume the
defense of an action, the Indemnified Party shall bear the expenses of any
additional counsel obtained by it, and the indemnifying party shall not be
liable to such Indemnified Party under this section for any legal or other
expenses subsequently incurred by such Indemnified Party in connection with the
defense thereof other than reasonable costs of investigation. The Indemnified
Party may not settle any action without the written consent of the indemnifying
party. The indemnifying party may not settle any action without the written
consent of the Indemnified Party unless such settlement completely and finally
releases the Indemnified Party from any and all liability and does not include
any admission of fault on the part of the Indemnified Party. Consent from either
party under this section shall not be unreasonably withheld.
SECTION 11 FEES
In consideration for the Services to be provided, the Recordkeeper will be
entitled to receive from the Funds fees as set forth in SCHEDULE D attached
hereto. Payments by the Funds will be computed and paid in accordance with the
shareholder servicing plan adopted by the Funds, as it may be amended from time
to time. The Recordkeeper acknowledges that the Fund may, at any time, waive all
or a portion of fees payable by any class of Shares under any applicable
shareholder servicing plan and the amounts payable hereunder shall be adjusted
accordingly without any further action necessary by the parties. Such waiver may
be increased, decreased or terminated at any time in the discretion of the Fund.
The parties agree that the fees are solely for shareholder servicing and other
administrative services provided by the Recordkeeper, its affiliates and third
parties with whom it contracts and do not constitute payment in any manner for
investment advisory or distribution services.
SECTION 12 REPRESENTATIONS, WARRANTIES AND COVENANTS
12.01 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE TRUST. The Trust
hereby represents, warrants and covenants that:
12.01.01. It has full power and authority under applicable law, and
has taken all action necessary, to enter into and perform this Agreement and the
person executing this Agreement on its behalf is duly authorized and empowered
to execute and deliver this Agreement;
12.01.02. This Agreement constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms;
12.01.03. No consent or authorization of, filing with, or other act
by or in respect of any governmental authority is required in connection with
the execution, delivery, performance, validity or enforceability of this
Agreement; and
12.01.04. The execution, performance and delivery of this Agreement
by the Trust will not result in it violating any applicable law or breaching or
otherwise impairing any of its contractual obligations.
12.02 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE RECORDKEEPER.
The Recordkeeper hereby represents, warrants and covenants that:
12.02.01. It has full power and authority under applicable law, and
has taken all action necessary, to enter into and perform this Agreement and the
person executing this Agreement on its behalf is duly authorized and empowered
to execute and deliver this Agreement;
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12.02.02. This Agreement constitutes its legal, valid and binding
obligation and is enforceable against it in accordance with its terms;
12.02.03. No consent or authorization of, filing with, or other act
by or in respect of any governmental authority, is required in connection with
the execution, delivery, performance, and validity of enforceability of this
Agreement;
12.02.04. The execution, performance and delivery of this Agreement
by the Recordkeeper will not result in it violating any applicable law or
breaching or otherwise impairing any of its contractual obligations;
12.02.05. Its internal control structure over the processing and
transmission of Trading Instructions (as defined in SCHEDULE C attached hereto)
is suitably designed to (i) detect on a timely basis Trading Instructions
received after Close of Trading (as defined in SCHEDULE C attached hereto) and
prevent such Trading Instructions from being aggregated with Trading
Instructions received before Close of Trading and (ii) minimize errors that
could result in late transmission of Trading Instructions to the Funds;
12.02.06. It has procedures in place reasonably designed to ensure
that orders received by it are handled in a manner consistent with the Trust's
prospectus and applicable provisions of the Investment Company Act of 1940,
including Rule 22c-1 thereunder. In addition, it agrees that it will not enter
into any arrangement to facilitate trading of Shares in a manner inconsistent
with the Trust's prospectus or applicable law;
12.02.07. It will comply with and, with respect to Participants,
enforce the Fund's policy on market timing, as described in the Prospectus. In
addition, the Recordkeeper agrees that it will not enter into any arrangement to
facilitate excessive trading in the Shares in contravention of the Fund's policy
on market timing;
12.02.08. It is not required to be registered as a transfer agent
under the 1934 Act, for any reason, including as a result of entering into and
performing the Services set forth in this Agreement;
12.02.09. It will not exercise discretionary control, authority, or
management on behalf of any Plan as such terms are referenced in the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal
Revenue Code of 1986, as amended (the "Code");
12.02.10. Its receipt of the fees described in Section 11 hereof and
its provision of the Services to the Plans under this Agreement will not
constitute a non-exempt "prohibited transaction" as such term is defined in
Section 406 of ERISA and Section 4975 of the Code;
12.02.11. It is not required to be registered as a broker-dealer
under the 1934 Act, or any applicable state securities laws, for any reason,
including as a result of entering into and performing the Services set forth in
this Agreement; and
12.02.12. with respect to each Account, it is authorized to act on
behalf of each Plan effecting transactions in the Account in connection with the
Services pursuant to an agreement with the Plan.
SECTION 13 TERMINATION
13.01 TERMINATION WITHOUT CAUSE. The Trust or the Recordkeeper may
terminate this Agreement at any time by providing 60 days prior written notice
to the other parties hereto.
13.02 TERMINATION FOR CAUSE. Notwithstanding the foregoing, this Agreement
may be terminated by the Trust or the Recordkeeper (1) at any by time giving 30
days written notice to the other
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parties in the event of a material breach of this Agreement by another party
that is not cured during such 30-day period, and (2) at any time by giving
written notice to the other parties, (A) upon institution of formal proceedings
relating to the legality of the terms and conditions of this Agreement by the
FINRA, the SEC, the Office of Comptroller of the Currency or any other
regulatory body provided that the terminating party has a reasonable belief that
the institution of formal proceedings is with foundation and will have a
material adverse impact on the terminating party, (B) upon assignment of the
Agreement in contravention of the terms hereof, and (C) as is required by law,
order, or instruction by a court of competent jurisdiction or a regulatory body
or a self-regulatory organization with jurisdiction over the terminating party.
13.03 SURVIVAL. The obligation to continue to pay the fees specified in
SECTION 11 shall survive the termination of this Agreement, provided that the
Recordkeeper continues to provide Services to the Plans with respect to those
assets invested in the Funds and provided that this Agreement has not been
terminated because of an event described in SECTION 13.02.
SECTION 14 AGREEMENT TO PROVIDE CUSTOMER INFORMATION
14.01 INFORMATION TO BE PROVIDED BY RECORDKEEPER. As instructed by
Recordkeeper, the Fund's agent will open Accounts on the Fund's books and
records in order to process Share purchase and redemption requests for
Recordkeeper and Participants. Recordkeeper agrees to provide the Fund, or its
designee, upon written request, the taxpayer identification number ("TIN"), if
known, of any or all Participants; the name or other identifier of any
investment professionals associated with the Participants or Account (if known);
and the amount, date, and transaction type (purchase, redemption, transfer, or
exchange) of every purchase, redemption, transfer, or exchange of Shares held
through an Account during the period covered by the request.
14.02 TRANSMISSION OF INFORMATION. The Recordkeeper agrees to transmit the
requested information that is on its books and records to the Fund, or its
designee, promptly, but in any event not later than five business days, after
receipt of a request. If the requested information is not on the Recordkeeper's
books and records, the Recordkeeper agrees to use reasonable efforts to: (i)
promptly obtain and transmit the requested information; or (ii) obtain
assurances from the accountholder that the requested information will be
provided directly to the Fund promptly. In such instance, Recordkeeper agrees to
inform the Fund whether Recordkeeper plans to perform (i) or (ii). Responses
required by this paragraph must be communicated in writing, which writing may be
an electronic or a facsimile transmission, and in a format mutually agreed upon
by the parties. To the extent practicable, the format for any transaction
information provided to the Fund, or its designee, should be consistent with the
NSCC Standardized Data Reporting Format.
14.03 REQUESTS FOR INFORMATION. The Fund agrees that all requests will set
forth a specific period for which transaction information is sought, which
period may include each trading day. The Fund may request transaction
information as it deems appropriate, including to investigate compliance with
policies established by the Fund for the purpose of eliminating or reducing
disruptive trading activity in the Fund or dilution of the value of the
outstanding Shares of the Fund. The Fund agrees not to use the information
received for marketing or any other similar purpose without the Recordkeeper's
prior written consent.
14.04 EXECUTION OF WRITTEN INSTRUCTIONS. The Recordkeeper agrees to execute
written instructions from the Fund, or its designee, to restrict or prohibit
further purchases or exchanges of Shares by any Participant specifically
identified by the Fund or its designee. Such instruction can be for any reason
deemed appropriate by the Fund or its designee, including for a Participant that
has been identified as having engaged in transactions of the Fund's Shares
(directly or indirectly through Recordkeeper's accounts) that violate policies
established by the Fund for the purpose of eliminating or reducing disruptive
trading activity in the Fund or dilution of the value of the outstanding Shares
of the Fund. When issuing Recordkeeper instructions, the Fund, or its designee,
will include the TIN, if known, and the specific restriction(s) to be executed.
If the TIN is not known, the instructions will include an
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equivalent identifying number of the Participant(s) or Account(s) or other
agreed upon information. Recordkeeper agrees to execute instructions as soon as
reasonably practicable, but not later than five business days after Recordkeeper
receives the instructions and Recordkeeper must provide written confirmation to
the Fund, or its designee, that instructions have been executed. Recordkeeper
agrees to provide confirmation as soon as reasonably practicable, but not later
than ten business days after the instructions have been executed.
SECTION 15 ANTI-MONEY LAUNDERING
The Recordkeeper acknowledges that, with respect to the Participants, it is
responsible for complying with any applicable laws and regulations aimed at the
prevention and detection of money laundering and/or the financing of terrorism
activities including the Bank Secrecy Act, as amended by the USA PATRIOT Act as
well as all applicable regulations of the offices and bureaus of the U.S.
Treasury Department, including the Office of Foreign Asset Control ("OFAC") and
the Financial Crimes and Enforcement Network ("FINCEN"), the SEC and any
applicable rules of the Financial Industry Regulatory Authority ("FINRA"). In
addition, the Recordkeeper agrees to fully cooperate with requests from the
government, regulators and the Fund's distributor for information relating to
Shareholders and/or transactions involving Shares, as permitted by law, in order
for the Fund's distributor to comply with its regulatory requirements,
anti-money laundering laws, rules, regulations, and other requirements and
agrees as follows:
15.01.01. If and for so long as the Recordkeeper is an entity subject
to the requirements of the USA PATRIOT Act of 2001, it represents and warrants
that it will comply with all applicable laws and regulations related thereto, as
well as all applicable regulations of the offices and bureaus of the U.S.
Treasury Department, including the Office of Foreign Assets Control ("OFAC") and
the Financial Crimes Enforcement Network ("FinCEN"). The Recordkeeper further
agrees to promptly notify the Trust of any suspicious activity relating to
transactions involving shares of the Funds. In addition, the Recordkeeper agrees
to fully cooperate with requests from government regulators and the Trust for
information relating to transactions involving shares of the Fund.
15.01.02. If and for so long as the Recordkeeper is not an entity
subject to the requirements of the USA PATRIOT Act of 2001, it agrees to take
all reasonable steps to (1) determine (a) the identity of the Participants, (b)
the source of the Participants' funds, and (c) whether the Participants are
involved in money laundering activities, (2) monitor the Participants'
transactions in order to detect attempted or actual money laundering activities
involving shares of the Funds, and (3) comply with all applicable laws and
regulations, including, but not limited to, all applicable regulations of OFAC
and FinCEN. The Recordkeeper further agrees to promptly notify the Trust of any
suspicious activity relating to transactions involving shares of the Funds. In
addition, the Recordkeeper agrees to fully cooperate with requests from
government regulators and the Trust for information relating to transactions
involving shares of the Funds.
15.01.03. The Recordkeeper will promptly notify the Trust if it
ceases to be, or becomes, an entity subject to the requirements of the USA
PATRIOT Act of 2001.
SECTION 16 REPRESENTATIONS WITH RESPECT TO THE FUNDS
The Recordkeeper and its agents shall not make representations concerning a Fund
or its shares except those contained in then-current prospectus of such Fund or
in current sales materials furnished or approved in advance by the Fund's
distributor.
SECTION 17 CONFIDENTIALITY
Each party acknowledges and understands that any and all technical, trade
secrets, or business information of the other party including, without
limitation, financial information, business or marketing strategies or plans,
product development or customer information, which is disclosed to it by the
other party or is otherwise obtained by such party, its affiliates, agents or
representatives during the term of this Agreement ("PROPRIETARY
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INFORMATION") constitutes trade secrets of the other party. Each party agrees to
use its best efforts to safeguard Proprietary Information and to prevent the
unauthorized, negligent or inadvertent use or disclosure thereof. Neither party
shall, without the prior written approval of any officer of the other, directly
or indirectly, disclose the Proprietary Information of the other party to any
person or business entity except for a limited number of employees, attorneys,
accountants, and other advisors of such party on a need-to-know basis or as may
be required by law or regulation. Each party shall promptly notify the other in
writing of any unauthorized, negligent or inadvertent use or disclosure of
Proprietary Information by or on behalf of such party. Each party shall be
liable under this Agreement to the other for any use or disclosure in violation
of this Agreement by its employees, attorneys, accountants, or other advisors or
agents. This section will continue in full force and effect notwithstanding the
termination of this Agreement.
SECTION 18 MISCELLANEOUS
18.01 PRIVACY. The Recordkeeper represents and warrants that it has adopted
and implemented procedures to safeguard Participant information and records that
are reasonably designed to: (i) ensure the security and confidentiality of
Participant records and information; (ii) protect against any anticipated
threats or hazards to the security or integrity of Participant records and
information; (iii) protect against unauthorized access to or use of Participant
records or information that could result in substantial harm or inconvenience to
any Customer; (iv) protect against unauthorized disclosure of non-public
information to unaffiliated third parties; (v) provide back-up copies of
Participant information and records and recovery or continuation of technology
infrastructure in the event of a natural or human-induced disaster and (vi)
otherwise ensure that the Recordkeeper is in compliance with the
Xxxxx-Xxxxx-Xxxxxx Act of 1999 and regulations promulgated thereunder.
18.02 AMENDMENT. The Trust may modify this Agreement at any time by written
notice to the Recordkeeper. The first order placed by Participating Dealer
subsequent to the giving of such notice shall be deemed as acceptance of such
modification.
18.03 NATURE OF AGREEMENT. The Participating Firm acknowledges and agrees
that this Agreement has been entered into pursuant to Rule 12b-1 under the 1940
Act and is subject to the provisions of such rule (as it may be amended from
time to time), as well as any other applicable rules promulgated by the SEC.
18.04 COMMUNICATIONS. Notices hereunder shall be in writing and shall be
deemed to have been duly given upon receipt after delivery in person, by
facsimile, by registered or certified mail, or by overnight delivery to the
addresses set forth below or such other address as the Trust or the Recordkeeper
may specify by written notice to the other party.
If to the Trust:
The Advisors' Inner Circle Fund III on behalf of the Knights of Columbus
Funds
c/o SEI Investments Global Funds Services
0 Xxxxxxx Xxxxxx Xxxxx
Xxxx, XX 00000
Attention: General Counsel
If to Recordkeeper:
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: General Counsel
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18.05 SEVERABILITY. If any provision of this Agreement shall be held or
made invalid by a decision in a judicial or administrative proceeding, statute,
rule or otherwise, the enforceability of the remainder of this Agreement will
not be impaired thereby.
18.06 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without giving effect to any
conflict of laws or choice of laws rules or principles thereof. The parties
hereto consent to the state and federal courts of the Eastern District of
Pennsylvania as the exclusive venue for the adjudication of any disputes arising
out of or related to this Agreement.
18.07 INVESTIGATIONS AND PROCEEDINGS. The parties to this Agreement agree
to cooperate fully in any securities regulatory investigation or proceeding or
judicial proceeding with respect to each party's activity under this Agreement.
18.08 SURVIVAL. The representations, warranties, covenants and agreements
of the undersigned contained in this Agreement, including, without limitation,
the indemnity provisions contained in SECTION 10 hereof, shall survive any
termination of this Agreement.
18.09 LIMITATION OF LIABILITY. A copy of the Trust's Declaration of Trust
is on file with the Secretary of State of the State of Delaware and notice is
hereby given that this instrument is executed on behalf of the Trustees of the
Trust as trustees and not individually, and that all obligations of this
instrument are not binding upon any of the trustees, officers or shareholders of
any of the Funds, or the Trust individually, but binding only upon the assets
and the property of the Funds or the Trust. All obligations and or liabilities
of this instrument are not binding upon any of the other Funds or Trust assets
in the Trust that are not a beneficial party to this Agreement, but binding only
upon the assets and the property of the respected Funds of the Trust that are a
beneficial party to this Agreement.
18.10 CAPTIONS. All captions used in this Agreement are for convenience
only, are not a party hereof, and are not to be used in construing or
interpreting any aspect hereof.
18.11 ENTIRE AGREEMENT. This Agreement contains the entire understanding of
the parties hereto with respect to the subject matter contained herein and
supersedes all previous agreements and/or understandings of the parties.
18.12 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument. This Agreement 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.
[The remainder of this page has intentionally been left blank.]
10
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first written above.
The Advisors' Inner Circle Fund III on behalf of the Knights of Columbus Funds
By: /s/ Xxxx Xxx
---------------------------------------
Name: Xxxx Xxx
Title: Vice President
[Recordkeeper] American United Life Ins Co.
By: /s/ Xxxxx X. Xxxxx
---------------------------------------
Name: Xxxxx X. Xxxxx
Title: Assistant Vice President
TO HELP THE GOVERNMENT FIGHT THE FUNDING OF TERRORISM AND MONEY
LAUNDERING ACTIVITIES, FEDERAL LAW REQUIRES ALL FINANCIAL INSTITUTIONS TO
OBTAIN, VERIFY, AND RECORD INFORMATION THAT IDENTIFIES EACH PERSON WHO OPENS AN
ACCOUNT. WHAT THIS MEANS TO RECORDKEEPER: WHEN RECORDKEEPER REQUESTS TO ENTER
INTO AN AGREEMENT, SEI WILL ASK YOUR NAME, ADDRESS, AND OTHER INFORMATION THAT
WILL ALLOW SEI INVESTMENTS DISTRIBUTION CO. ("SIDCO") TO IDENTIFY YOUR FIRM.
THIS INFORMATION WILL BE VERIFIED TO ENSURE YOUR FIRM'S IDENTITY. SIDCO IS
REQUIRED BY LAW TO REJECT YOUR FIRM'S REQUEST IF THE REQUIRED IDENTIFYING
INFORMATION IS NOT PROVIDED. IN CERTAIN INSTANCES, SIDCO IS REQUIRED TO COLLECT
DOCUMENTS TO FULFILL ITS LEGAL OBLIGATION. DOCUMENTS PROVIDED IN CONNECTION WITH
YOUR FIRM'S APPLICATION WILL BE USED SOLELY TO ESTABLISH AND VERIFY YOUR FIRM,
AND SIDCO SHALL HAVE NO OBLIGATION WITH RESPECT TO THE TERMS OF ANY SUCH
DOCUMENT.
To enable the processing of this Agreement, please provide the following
information. Failure to complete the following will delay, and possibly prevent,
SIDCO from processing this Agreement.
Firm's CRD Number (or FDIC Cert. Number if a bank): 4173
Firm's Principal Address: Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Firm's Mailing Address:
(if different from above)
Firm's Primary Telephone Number: 000-000-0000
Firm's Tax Identification Number (TIN): 00-0000000
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SCHEDULE A
LIST OF FUNDS
This Schedule A may be updated periodically by letter agreement between the
parties hereto.
The Advisors' Inner Circle Fund III on behalf of the Knights of Columbus
Funds
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SCHEDULE B
SERVICES
The Recordkeeper shall, to the extent required by each Plan or applicable
law, perform, or have third parties with whom it contracts perform, the
following Services:
1. The Recordkeeper shall maintain separate records for each Plan, which
records shall reflect Fund shares ("SHARES") purchased and redeemed,
including the date and price for all transactions and Share balances.
2. The Recordkeeper shall disburse to the Plans and maintain records of all
proceeds of redemption of Shares and all other distributions not reinvested
in Shares.
3. The Recordkeeper shall prepare and deliver to the Plans and Participants
periodic account statements showing, among other things, the total number
of Shares owned by the Plan as of the statement closing date, purchases and
redemptions of Shares by the Plan during the period covered by the
statement, the net asset value of the Funds as of a recent date, and the
dividends and other distributions paid to the Plan during the statement
period (whether paid in cash or reinvested in Shares) and individualized
data for Participants.
4. The Recordkeeper, if required by law, shall be responsible for delivering
Fund Communications to Plan Representatives for subsequent distribution to
Participants. If the Recordkeeper agrees to mail Fund Communications to
Participants, then the Trust agrees to provide sufficient quantities of
Fund Communications to the Recordkeeper or its designated appointee.
5. Acting through the Trust, the Recordkeeper shall transmit to the Funds
purchase orders and redemption requests placed by Plans and arrange for the
transmission of funds to and from the Funds through NSCC.
6. As agreed upon, the Recordkeeper shall deliver to the Trust such periodic
reports as the Trust shall reasonably request to enable a Fund to comply
with applicable federal law. The Recordkeeper may charge the Trust extra if
report requests exceed normal business activity.
7. The Recordkeeper shall deliver confirmations of exchanges to each
Participant.
8. The Recordkeeper shall maintain Account information for the Plans.
9. The Recordkeeper shall respond to Participants' inquiries regarding, among
other things, Account balances and applicable Share information.
10. The Recordkeeper shall be responsible for managing the relationship between
it and third party service providers retained by it in connection with this
Agreement.
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SCHEDULE C
PROCEDURES
On each day the New York Stock Exchange (the "Exchange") is open for
business (a "Business Day"), the Recordkeeper or its agents may receive trade
instructions from the Plan and/or Plan Representatives for each Plan for the
purchase and redemption of shares of the Funds ("Trade Instructions"). Trade
Instructions received in good order and accepted by the Recordkeeper or its
agents prior to the close of regular trading on the Exchange (the "Close of
Trading") on any given Business Day and transmitted to the Trust by (i) 11:59
p.m. ET if automated, and (ii) 6:00 p.m. ET if manual, on such Business Day will
be executed by the Trust at the net asset value determined as of the Close of
Trading on such Business Day. Any Trade Instructions received by the
Recordkeeper, or its agents, on such day but after the Close of Trading will be
executed by the Trust at the net asset value determined as of the Close of
Trading on the next Business Day following the day of receipt of such Trade
Instructions. The day on which a Trade Instruction is executed by the Trust
pursuant to the provisions set forth above is referred to herein as the
"Effective Trade Date".
Upon the timely receipt from the Recordkeeper of the Trade Instructions
described in the paragraph above, the Trust will execute the purchase or
redemption transactions (as the case may be) from the Plan and/or Plan
Representatives at the net asset value computed as of the Close of Trading on
the Effective Trade Date. Such purchase and redemption transactions will settle
on the Business Day next following the Effective Trade Date. Payments for the
net purchase and net redemption orders shall be made by wire transfer by the
Recordkeeper (for net purchases) or by the Trust (for net redemptions) to the
account designated by the appropriate receiving party on the Business Day
following the Effective Trade Date. On any Business Day when the Federal Reserve
Wire Transfer System is closed, all communication and processing rules will be
suspended for the settlement of Trade Instructions. Trade Instructions will be
settled on the next Business Day on which the Federal Reserve Wire Transfer
System is open and the Effective Trade Date will apply.
In the event that the Recordkeeper is in receipt of Trade Instructions in
good order and is unable to transmit the Trade Instructions to the Trust by the
above referenced deadlines, the Trust will accept the trades after such
deadlines and before 8:00 a.m. ET on the day following the Effective Trade Date.
The Recordkeeper will furnish the Trust with an estimate of the net purchase or
net redemption activity no later than 8:00 a.m. ET on the day following the
Effective Trade Date. Payments for the purchases and redemptions shall be made
by wire transfer on the day following the Effective Trade Date.
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SCHEDULE D
FEES
The Fund shall pay the Recordkeeper an administrative fee up to 20 basis
points (0.20%) of the quarterly average aggregate amount invested per Fund on
behalf of Participants. Payments by the Fund will computed and paid in
accordance with the applicable shareholder servicing plan adopted by the Funds,
as it may be amended from time to time. The Recordkeeper shall notify the Fund
in writing of the amount due and payable hereunder at the end of each quarter
and will invoice the Fund 30 days thereafter for the previous quarter. The
Recordkeeper agrees to provide the Fund with appropriate supporting
documentation to demonstrate how the Recordkeeper calculated the fee payment
amount, including the number of underlying sub-accounts if the accounts are held
omnibus. The Fund reserves the right to dispute the amount of the fee payment if
the Fund discovers a discrepancy in the calculation. In addition, the Fund
agrees to pay any shortfall amount to Recordkeeper if a fee payment was
underpaid during any previous twelve (12) month period due to a discrepancy in
the calculation. Upon providing reasonable advance notice to the Recordkeeper,
the Fund or their duly authorized agents or representatives may review the
Recordkeeper's books and records during normal business hours for the purpose of
verifying the accuracy of the amounts billed by the Recordkeeper or the fees
paid or payable by the Fund under this Agreement.
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