ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT (this "AGREEMENT") is made as of the
12th day of February, 2014 (the "EFFECTIVE DATE"), by and among The Advisors'
Inner Circle Fund III, a statutory trust formed under the laws of the State of
Delaware (the "TRUST"), SEI Investments Global Funds Services, a statutory
trust formed under the laws of the State of Delaware (the "ADMINISTRATOR"), and
each investment advisor (each an "INVESTMENT ADVISOR") that executes a Series
Schedule to this Agreement, substantially in the form attached hereto as
Exhibit A (each a "SERIES SCHEDULE"). Each Investment Advisor shall be a
limited party to this Agreement solely in respect of its rights and obligations
as specifically set forth herein and in respect of the Funds indicated in its
applicable Series Schedule (as such term is defined herein). Each Series
Schedule, as may be amended from time to time, shall be considered a part of
this Agreement.
WHEREAS, the Trust is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
ACT"), consisting of separate investment portfolios (each a "FUND"), each of
which may consist of one or more classes (each a "CLASS") of shares of
beneficial interest ("SHARES");
WHEREAS, for purposes of this Agreement, each group of Funds for
which a particular Investment Advisor acts as investment advisor pursuant to a
Series Schedule, shall be referred to herein as a "SERIES"; and
WHEREAS, the Trust desires the Administrator to provide, and the
Administrator is willing to provide, administrative and accounting services to
such Funds of the Trust on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the Trust, the Administrator and each Investment
Advisor (solely with respect to its specific obligations herein and as relating
to its Series) hereby agree as follows:
SECTION 1 DEFINITIONS
1.01 "1940 ACT" shall have the meaning given to such term in the preamble
of this Agreement.
1.02 "ADMINISTRATOR" shall have the meaning given to such term in the
preamble of this Agreement.
1.03 "AGREEMENT" shall have the meaning given to such term in the preamble
of this Agreement.
1.04 "AML REGIME" shall have the meaning given to such term in SECTION
12.12 of this Agreement.
1.05 "CONFIDENTIAL INFORMATION" shall have the meaning given to such term
in SECTION 11.01 of this Agreement.
1.06 "DISCLOSING PARTY" shall have the meaning given to such term in
SECTION 11.01 of this Agreement.
1.07 "FUND" shall have the meaning given to such term in the preamble of
this Agreement.
1.08 "GROSS NEGLIGENCE" means a conscious, voluntary act or omission in
reckless disregard of a legal duty and the rights of, or consequences
to, others.
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1.09 "INTERESTED PARTY" or "INTERESTED PARTIES" means the Administrator,
its subsidiaries and its affiliates and each of their respective
officers, directors, employees, agents, delegates and associates.
1.10 "INVESTMENTS" shall mean such cash, securities and all other assets
and property of whatsoever nature now owned or subsequently acquired
by or for the account of a Fund.
1.11 "INVESTMENT ADVISOR" shall refer to each investment advisor appointed
by the Trust (or successor investment advisor as may be appointed by
the Trust from time to time) that executes a Series Schedule to this
Agreement, solely with respect to the Funds indicated on such Series
Schedule, as the same may be amended form time to time.
1.12 "ORGANIZATIONAL DOCUMENTS" means, as applicable, the, declaration of
trust, certificate of trust, bylaws or other similar documentation
setting forth the respective rights and obligations of trustees,
officers and Shareholders of the Trust.
1.13 "PERSON" shall mean any natural person, partnership, estate,
association, custodian, nominee, limited liability company,
corporation, trust or other legal entity.
1.14 "PRICING SOURCES" shall have the meaning given to such term in
SECTION 6 of this Agreement.
1.15 "PROPRIETARY INFORMATION" shall have the meaning given to such term
in SECTION 12.01 of this Agreement.
1.16 "REASONABLE STEPS" shall have the meaning given to such term in
SECTION 11.01 of this Agreement.
1.17 "RECEIVING PARTY" shall have the meaning given to such term in
SECTION 11.01 of this Agreement.
1.18 "SHARES" refers to the shares of stock of or other equity interest
in, as the case may be, a Fund.
1.19 "SHAREHOLDER" shall refer to a record owner of outstanding Shares of
a Fund.
1.20 "TRUST DATA" shall have the meaning given to such term in SECTION
2.04 of this Agreement.
1.21 "TRUST MATERIALS" means any prospectus, registration statement,
statement of additional information, proxy solicitation annual or
other periodic report of the Trust or a Fund as applicable, or any
advertising, marketing, Shareholder communication, or promotional
material generated by the Trust, an Investment Advisor or sub-advisor
on behalf of a Fund from time to time, as appropriate, including all
amendments or supplements thereto.
1.22 "WEB ACCESS" shall have the meaning given to such term in SECTION
12.01 of this Agreement.
SECTION 2 APPOINTMENT AND CONTROL
2.01 SERVICES. The Trust hereby appoints the Administrator to be, and the
Administrator agrees to act as, the administrative agent of the Trust
for the term and subject to the provisions hereof. The Administrator
shall perform (and may delegate or sub-contract, as provided below)
the services set forth in this Agreement, including the services set
forth
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in SCHEDULE I, which may be amended from time to time in writing by
the Administrator and the Trust ("SERVICES"). In performing its duties
under this Agreement, the Administrator will act in all material
respects in accordance with the Trust Materials as they may be amended
(provided copies are delivered to the Administrator).
2.02 AUTHORITY. Each of the activities engaged in under the provisions of
this Agreement by the Administrator on behalf of the Trust shall be
subject to the overall direction and control of the Trust or any
Person authorized to act on the Trust's behalf (including, without
limitation, the board of trustees of the Trust and the Investment
Advisor with respect to a Fund within its Series); provided, however,
that the Administrator shall have the general authority to do all acts
deemed in the Administrator's good faith belief to be necessary and
proper to perform its obligations under this Agreement. In performing
its duties hereunder, the Administrator shall observe and generally
comply with the Trust Materials, all applicable resolutions and/or
directives of the Trust's board of trustees of which it has notice,
and applicable laws which may from time to time apply to the Services
rendered by the Administrator. The Administrator (i) shall not have or
be required to have any authority to supervise the investment or
reinvestment of the securities or other properties which comprise the
assets of any Fund and (ii) shall not provide any investment advisory
services to the Trust or any Fund, and shall have no liability related
to the foregoing.
2.03 THIRD PARTIES; AFFILIATES. The Administrator may delegate to, or
sub-contract with, third parties or affiliates administrative or other
functions it deems necessary to perform its obligations under this
Agreement; provided, however, all fees and expenses incurred in any
delegation or sub-contract shall be paid by the Administrator and the
Administrator shall remain responsible to the Trust for the acts and
omissions of such other entities as if such acts or omissions were the
acts or omissions of the Administrator. The Trust acknowledges that
during the term of this Agreement, the services to be performed by the
Administrator may be completed by one or more of the Administrator's
affiliates or third parties located in or outside of the United States
of America.
2.04 TRUST DATA. The Trust shall be solely responsible for the accuracy,
completeness, and timeliness of all data and other information
provided to the Administrator by or on behalf of the Trust pursuant to
this Agreement (including, without limitation, (i) prices, (ii)
sufficient transaction supporting documentation, (iii) detailed
accounting methodologies with respect to the Trust's Investments as
approved by the Trust's auditors, (iv) trade and settlement
information from prime brokers and custodians, and (v), Fund
information provided directly or indirectly by an Investment Advisor)
(collectively, "TRUST DATA"). All Trust Data shall be provided to the
Administrator on a timely basis and in a format and medium reasonably
requested by the Administrator from time to time. The Trust shall have
an ongoing obligation to promptly update all Trust Data so that such
information remains complete and accurate. All Trust Data shall be
prepared and maintained, by or on behalf of the Trust, in accordance
with applicable law, the Trust Materials and generally accepted
accounting principles. The Administrator shall be entitled to rely on
all Trust Data and shall have no liability for any loss, damage or
expense incurred by any Fund or any other Person to the extent that
such loss, damage or expense arises out of or is related to Trust Data
that is not timely, current, complete and accurate.
SECTION 3 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE TRUST
3.01 The Trust represents and warrants that:
3.01.01. it has full power, right and authority to execute and
deliver this Agreement and to consummate the transactions
contemplated hereby; the execution and delivery of this
Agreement and the consummation of the transactions
contemplated hereby have been duly and validly approved by
all requisite
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actions on its part, and no other proceedings on its part
are necessary to approve this Agreement or to consummate the
transactions contemplated hereby; this Agreement has been
duly executed and delivered by it; this Agreement
constitutes a legal, valid and binding obligation,
enforceable against it in accordance with the Agreement's
terms;
3.01.02. it is not a party to any, and there are no, pending or
threatened legal, administrative, arbitral or other
proceedings, claims, actions or governmental or regulatory
investigations or inquiries (collectively, "ACTIONS") of any
nature against it or its properties or assets which could,
individually or in the aggregate, have a material effect
upon its business or financial condition. There is no
injunction, order, judgment, decree, or regulatory
restriction imposed specifically upon it or any of its
properties or assets;
3.01.03. no existing Shareholder is a designated national and/or
blocked person as identified on the Office of Foreign Assets
Control's list maintained by the U.S. Department of Treasury
(found at xxxx://xxx.xxxxx.xxx.xxxx) or any other relevant
regulatory or law enforcement agencies, as applicable to a
Fund.
3.01.04. it is not in default under any contractual or statutory
obligations whatsoever (including the payment of any tax)
which, individually or in the aggregate, could materially
and adversely affect, or is likely to materially and
adversely affect, its business or financial condition;
3.01.05. it has obtained all consents and given all notices
(regulatory or otherwise), made all required regulatory
filings and is in compliance with all applicable laws and
regulations;
3.01.06. it has a valid engagement with an independent auditor,
custodian and broker and will provide additional information
regarding such service providers, including information
regarding the terms of its agreements with such service
providers, upon request;
3.01.07. as of the close of business on the Effective Date, the
Trust has authorized the issuance of an indefinite number of
Shares and has elected to register an indefinite number of
shares in accordance with Rule 24f-2 under the 1940 Act;
3.01.08. if necessary, any Shareholder approval of this Agreement has
been obtained;
3.01.09. it has notified the Administrator of any and all separate
agreements between the Trust and any third party that could
have an impact on the Administrator's performance of its
obligations pursuant to this Agreement; and
3.02 The Trust covenants and agrees that:
3.02.01. it will furnish the Administrator from time to time with
complete copies, authenticated or certified, of each of the
following:
(a) Copies of the following documents:
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(1) The Trust's current Declaration of Trust and of
any amendments thereto, certified by the proper
official of the state in which such document has
been filed;
(2) The Trust's current bylaws and any amendments
thereto; and
(3) Copies of resolutions of the trustees covering
the approval of this Agreement, authorization of a
specified officer of the Trust to execute and
deliver this Agreement and authorization for
specified officers of the Trust to instruct the
Administrator.
(b) A list of all the officers of the Trust, together with
specimen signatures of those officers who are
authorized to instruct the Administrator in all
matters;
(c) Copies of all Trust Materials, including the current
prospectus and statement of additional information for
each Fund; and
(d) The expense budget for each Fund for the current
fiscal year.
The Trust shall promptly provide the Administrator with
written notice of any updates of or changes to any of the
foregoing documents or information, including an updated
written copy of such document or information. Until the
Administrator receives such updated information or document,
the Administrator shall have no obligation to implement or
rely upon such updated information or document.
3.02.02. it shall timely perform or oversee the performance of all
obligations identified in this Agreement as obligations of
the Trust, including, without limitation, providing the
Administrator with all Trust Data and Organizational
Documents reasonably requested by the Administrator;
3.02.03. it will notify the Administrator as soon as reasonably
practical in advance of any matter which could materially
affect the Administrator's performance of its duties and
obligations under this Agreement, including any amendment to
the documents referenced in SECTION 3.02.01 above;
3.02.04. it will comply in all material respects with all applicable
requirements of the Securities Act of 1933, the Securities
Exchange Act of 1934, the 1940 Act, and any laws, rules and
regulations of governmental authorities having jurisdiction;
3.02.05. any reference to the Administrator or this Agreement in the
Trust Materials shall be limited solely to the description
provided by the Administrator in writing from time to time
or such other description as the parties shall mutually
agree in advance and in writing, or which is required by
applicable law or regulation;
3.02.06. it shall be solely responsible for its compliance with
applicable investment policies, the Trust Materials, and any
laws and regulations governing the manner in which its
assets may be invested, and shall be solely responsible for
any losses attributable to non-compliance with the Trust
Materials, and applicable policies, laws and regulations
governing the Trust, its activities or the duties, actions
or omissions of each Investment Advisor; and
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3.02.07. it will promptly notify the Administrator of updates to its
representations and warranties hereunder.
SECTION 4 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ADMINISTRATOR
4.01 The Administrator represents and warrants that:
4.01.01. it has full power, right and authority to execute and
deliver this Agreement and to consummate the transactions
contemplated hereby; the execution and delivery of this
Agreement and the consummation of the transactions
contemplated hereby have been duly and validly approved by
all requisite action on its part, and no other proceedings
on its part are necessary to approve this Agreement or to
consummate the transactions contemplated hereby; this
Agreement has been duly executed and delivered by it; this
Agreement constitutes a legal, valid and binding obligation,
enforceable against it in accordance with the Agreement's
terms.
4.01.02. it is not a party to any, and there are no, pending or
threatened actions of any nature against it or its
properties or assets which could, individually or in the
aggregate, have a material effect upon its business or
financial condition. There is no injunction, order,
judgment, decree, or regulatory restriction imposed
specifically upon it or any of its properties or assets.
4.01.03. it is not in default under any statutory obligations
whatsoever (including the payment of any tax) which
materially and adversely affects, or is likely to materially
and adversely affect, its business or financial condition.
SECTION 5 LIMITATION OF LIABILITY AND INDEMNIFICATION
5.01 The duties of the Administrator shall be confined to those expressly
set forth herein, and no implied duties are assumed by or may be
asserted against the Administrator hereunder. The Administrator shall
not be liable for any error of judgment or mistake of law or for any
loss arising out of any investment or for any act or omission in
carrying out its duties hereunder, except a loss resulting from
willful misfeasance, bad faith or Gross Negligence in the performance
of its duties, or by reason of reckless disregard of its obligations
and duties hereunder. Under no circumstances shall the Administrator
be liable to the Trust or any Fund for consequential, indirect or
punitive damages.
5.02 So long as the Administrator, or its agents, acts without willful
misfeasance, bad faith or Gross Negligence in the performance of its
duties, and without reckless disregard of its obligations and duties
hereunder, the Trust assumes full responsibility on behalf of each
Fund and shall indemnify the Administrator and hold it harmless from
and against any and all actions, suits and claims, whether groundless
or otherwise, and from and against any and all losses, damages, costs,
charges, reasonable counsel fees and disbursements, payments, expenses
and liabilities (including reasonable investigation expenses) arising
directly or indirectly out of any act or omission of the Administrator
in carrying out its duties hereunder. The indemnity and defense
provisions set forth herein shall indefinitely survive the termination
of this Agreement.
5.03 The indemnification rights hereunder shall include the right to
reasonable advances of defense expenses in the event of any pending or
threatened litigation with respect to which indemnification hereunder
may ultimately be merited. If in any case the Trust may be asked to
indemnify or hold the Administrator harmless, the Administrator shall
promptly advise the Trust of the pertinent facts concerning the
situation in question, and the Administrator will use all reasonable
care to identify and notify the Trust promptly
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concerning any situation which presents or appears likely to present
the probability of such a claim for indemnification, but failure to do
so shall not affect the rights hereunder.
5.04 The Trust shall be entitled to participate at its own expense or, if
it so elects, to assume the defense of any suit brought to enforce any
claims subject to this indemnity provision. If the Trust elects to
assume the defense of any such claim, the defense shall be conducted
by counsel chosen by the Trust and satisfactory to the Administrator,
whose approval shall not be unreasonably withheld. In the event that
the Trust elects to assume the defense of any suit and retain counsel,
the Administrator shall bear the fees and expenses of any additional
counsel retained by it. If the Trust does not elect to assume the
defense of a suit, it will reimburse the Administrator for the fees
and expenses of any counsel retained by the Administrator.
5.05 The Administrator may apply to the Trust, an Investment Advisor
(solely with respect to its applicable Series) or any Person acting on
the Trust's behalf at any time for instructions and may consult
counsel for the Trust or with accountants, counsel and other experts
with respect to any matter arising in connection with the
Administrator's duties hereunder, and the Administrator shall not be
liable or accountable for any action taken or omitted by it in good
faith in accordance with such instruction or consultation. Also, the
Administrator shall not be liable for actions taken pursuant to any
document which it reasonably believes to be genuine and to have been
signed by an Authorized Person or Authorized Persons. The
Administrator shall not be held to have notice of any change of
authority of any officer, employee or agent of the Trust until receipt
of written notice thereof. To the extent that the Administrator
consults with the Trust's counsel pursuant to this provision, any such
expense shall be borne by the Trust.
5.06 The Administrator may, from time to time, provide to the Trust
services and products ("SPECIAL THIRD PARTY SERVICES") from external
third party sources that are telecommunication carriers, Pricing
Sources, data feed providers or other similar service providers
("SPECIAL THIRD PARTY VENDORS"). The Trust and each Investment Advisor
acknowledges and agrees that the Special Third Party Services are
confidential and proprietary trade secrets of the Special Third Party
Vendors. Accordingly, the Trust and Investment Advisors shall honor
requests by the Administrator and the Special Third Party Vendors to
protect their proprietary rights in their data, information and
property including requests that the Trust and Investment Advisors
place copyright notices or other proprietary legends on printed
matter, print outs, tapes, disks, film or any other medium of
dissemination. The Trust and each Investment Advisor further
acknowledges and agrees that all Special Third Party Services are
provided on an "AS IS WITH ALL FAULTS" basis solely for such internal
use in connection with the Trust, and as an aid in connection with the
receipt of the Services. The Trust and each Investment Advisor may use
Special Third Party Services as normally required on view-only screens
and hard copy statements, reports and other documents necessary to
support Fund Shareholders, however they shall not distribute any
Special Third Party Services to other third parties. THE SPECIAL THIRD
PARTY VENDORS AND THE ADMINISTRATOR MAKE NO WARRANTIES, EXPRESS OR
IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR ANY
OTHER MATTER WITH RESPECT TO ANY OF THE SPECIAL THIRD PARTY SERVICES.
NEITHER THE ADMINISTRATOR NOR THE SPECIAL THIRD PARTY VENDORS SHALL BE
LIABLE FOR ANY DAMAGES SUFFERED BY THE TRUST, INVESTMENT ADVISOR OR
ANY FUND IN THE USE OF ANY OF THE SPECIAL THIRD PARTY SERVICES,
INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY INCIDENTAL,
CONSEQUENTIAL OR SIMILAR DAMAGES.
5.07 The Administrator shall have no liability for its reliance on Trust
Data or the performance or omissions of unaffiliated third parties
such as, by way of example and not limitation,
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transfer agents, sub-transfer agents, custodians, prime brokers,
placement agents, third party marketers, asset data service providers,
Investment Advisors or sub-advisors, current or former third-party
service providers, Pricing Sources, software providers, printers,
postal or delivery services, telecommunications providers and
processing and settlement services. The Administrator may rely on and
shall have no duty to investigate or confirm the accuracy or adequacy
of any information provided by any of the foregoing third parties.
5.08 The Administrator shall have no obligations with respect to any laws
relating to the distribution, purchase or sale of Shares. Further, the
Trust assumes full responsibility for the preparation, contents and
distribution of its Trust Materials and its compliance with any
applicable laws, rules, and regulations.
5.09 THE TRUST AND THE ADMINISTRATOR HAVE FREELY AND OPENLY NEGOTIATED
THIS AGREEMENT, INCLUDING THE PRICING, WITH THE KNOWLEDGE THAT THE
LIABILITY OF THE PARTIES IS TO BE LIMITED IN ACCORDANCE WITH THE
PROVISIONS OF THIS AGREEMENT.
5.10 The provisions of this SECTION 5 shall survive the termination of
this Agreement.
SECTION 6 VALUATION
The Administrator is entitled to rely on the price and value
information (hereinafter "VALUATION INFORMATION") provided by brokers
and custodians, Investment Advisors, sub-advisors or any third-party
pricing services selected by the Administrator, an Investment Advisor,
sub-advisor or the Trust (collectively hereinafter referred to as the
"PRICING SOURCES") as reasonably necessary in the performance of the
Services. The Administrator shall have no obligation to obtain
Valuation Information from any sources other than the Pricing Sources
and may rely on estimates provided by a Fund's Investment Advisor, or
sub-advisor. The Administrator shall have no liability or
responsibility for the accuracy of the Valuation Information provided
by a Pricing Source or the delegate of a Pricing Source and the Trust
shall indemnify and defend the Administrator against any loss,
damages, costs, charges or reasonable counsel fees and expenses in
connection with any inaccuracy of such Valuation Information. The
Trust shall not use Valuation Information for any purpose other than
in connection with the Services provided in accordance with the
provisions of this Agreement.
SECTION 7 ALLOCATION OF CHARGES AND EXPENSES
7.01 THE ADMINISTRATOR. The Administrator shall furnish at its own expense
the personnel necessary to perform its obligations under this
Agreement.
7.02 FUND EXPENSES. The Trust on behalf of each Fund, assumes and shall
pay or cause to be paid all expenses of a Fund not otherwise allocated
in this Agreement.
SECTION 8 COMPENSATION
8.01 FEES. Each Fund shall pay to the Administrator compensation for the
services performed by the Administrator pursuant to this Agreement,
the fees set forth in the applicable Series Schedule, each of which
Series Schedule shall be considered a part hereof, and incorporated
herein. No Fund shall have a right of set-off. The fees set forth on
each Series Schedule are determined based on the characteristics of
the Fund(s) included on such Series Schedule as of the effective date
of such Series Schedule. Any material change to the characteristics to
a Fund may give rise to an adjustment to the fees. In the event of
such a change, the parties shall negotiate any adjustment to the fees
payable hereunder in good faith. The Trust shall cause each Fund to
pay the Administrator's fees
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monthly in U.S. Dollars, unless otherwise agreed to by the parties.
The Administrator is hereby authorized to, and may, at its option,
automatically debit its fees due from a Fund's cash account(s). The
Trust shall cause the foregoing fees to be paid despite the existence
of any dispute among the parties. If a Series Schedule becomes
effective subsequent to the first day of any calendar month or
terminates before the last day of any calendar month, the
Administrator's compensation for that part of the month in which such
Series Schedule is in effect shall be prorated in a manner consistent
with the calculation of the fees as set forth in the applicable Series
Schedule. The Trust shall cause each Fund to pay interest on all
amounts past due in an amount equal to the lesser of the maximum
amount permitted by applicable law or the month fee of one and
one-half percent (1 [] %) times the amount past due multiplied by the
number of whole or partial months from the date on which such amount
was first due up to and including the day on which payment is received
by the Administrator.
SECTION 9 DURATION AND TERMINATION
9.01 TERM AND RENEWAL. This Agreement shall become effective as of the
Effective Date and shall remain in effect with respect to each Series,
for the full duration of the Initial Term and each Renewal Term each
as set forth and defined in the applicable Series Schedule, unless
terminated in accordance with the provisions of the Series Schedule,
or otherwise terminated in accordance with the provisions of this
SECTION 9.
9.02 TERMINATION FOR CAUSE.
9.02.01. This Agreement may be terminated by the Trust or
Administrator by giving at least ninety days prior notice in
writing to the other parties if at anytime the other party
shall have been first (i) notified in writing that such
party shall have materially failed to perform its duties and
obligations under this Agreement (such notice shall be of
the specific asserted material breach) ("BREACH NOTICE") and
(ii) the party receiving the Breach Notice shall not have
remedied the noticed failure within ninety days after
receipt of the Breach Notice requiring it to be remedied.
9.03 EFFECT OF TERMINATION.
9.03.01. The termination of this Agreement shall be without
prejudice to any rights that may have accrued hereunder to
any party hereto prior to such termination.
9.03.02. After termination of this Agreement and upon payment of all
accrued fees, reimbursable expenses and other moneys owed to
the Administrator, the Administrator shall send to the
Trust, or as it shall direct, all books of account, records,
registers, correspondence, documents and assets relating to
the affairs of or belonging to the Trust in the possession
of or under the control of the Administrator or any of its
agents or delegates.
9.03.03. In the event any and all accrued fees, reimbursable
expenses and other moneys owed to the Administrator
hereunder remain unpaid in whole or in part for more than
thirty days past due, the Administrator, without further
notice, may take any and all actions it deems necessary to
collect such amounts due, and any and all of its collection
expenses, costs and fees shall be paid by the applicable
Fund(s), including, without limitation, administrative
costs, attorneys fees, court costs, collection agencies or
agents and interest.
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SECTION 10 CONFLICTS OF INTEREST
10.01 NON-EXCLUSIVE. The services of the Administrator rendered to the
Trust are not deemed to be exclusive. The Administrator is free to
render such services to others. The Administrator shall not be deemed
to be affected by notice of, or to be under any duty to disclose to
the Trust or Person acting on the Trust's behalf, information which
has come into its possession or the possession of an Interested Party
in the course of or in connection with providing administrative or
other services to any other person or in any manner whatsoever other
than in the course of carrying out its duties pursuant to this
Agreement.
10.02 RIGHTS OF INTERESTED PARTIES. Subject to applicable law, nothing
herein contained shall prevent:
10.02.01. an Interested Party from buying, holding, disposing of or
otherwise dealing in any Shares for its own account or the
account of any of its customers or from receiving
remuneration in connection therewith, with the same rights
which it would have had if the Administrator were not a
party to this Agreement;
10.02.02. an Interested Party from buying, holding, disposing of or
otherwise dealing in any securities or other investments for
its own account or for the account of any of its customers
and receiving remuneration in connection therewith,
notwithstanding that the same or similar securities or other
investments may be held by or for the account of the Trust;
10.02.03. an Interested Party from receiving any commission or other
remuneration which it may negotiate in connection with any
sale or purchase of Shares or Investments effected by it for
the account of the Trust; provided, however, that the amount
of such commission or other remuneration is negotiated at
arm's length; and
10.02.04. an Interested Party from contracting or entering into any
financial, banking or other transaction with the Trust or
from being interested in any such contract or transaction;
provided, however, that the terms of such transaction are
negotiated at arm's length.
SECTION 11 CONFIDENTIALITY
11.01 CONFIDENTIAL INFORMATION. The Administrator, the Trust and each
Investment Advisor (in such capacity, the "RECEIVING PARTY")
acknowledge and agree to maintain the confidentiality of Confidential
Information (as hereinafter defined) provided by the Administrator,
the Trust and Investment Advisor (in such capacity, the "DISCLOSING
PARTY") in connection with this Agreement. The Receiving Party shall
not disclose or disseminate the Disclosing Party's Confidential
Information to any Person other than those employees, agents,
contractors, subcontractors and licensees of the Receiving Party, or
with respect to the Administrator as a Receiving Party, to those
employees, agents, technology service providers, contractors,
subcontractors, licensors and licensees of any agent or affiliate, who
have a need to know it in order to assist the Receiving Party in
performing its obligations, or to permit the Receiving Party to
exercise its rights under this Agreement. In addition, the Receiving
Party (a) shall take all Reasonable Steps to prevent unauthorized
access to the Disclosing Party's Confidential Information, and (b)
shall not use the Disclosing Party's Confidential Information, or
authorize other Persons to use the Disclosing Party's Confidential
Information, for any purposes other than in connection with performing
its obligations or exercising its rights hereunder. As used herein,
"Reasonable Steps" means steps that a party takes to protect its own
confidential or
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proprietary information of a similar nature, which steps shall in no
event be less than a reasonable standard of care.
The term "CONFIDENTIAL INFORMATION," as used herein, means any of the
Disclosing Party's proprietary or confidential information including,
without limitation, any non-public personal information (as defined in
Regulation S-P) of the Disclosing Party, its affiliates, their
respective clients or suppliers, or other Persons with whom they do
business, that may be obtained by the Receiving Party from any source
or that may be developed as a result of this Agreement, the terms of
(or any exercise of rights granted by) this Agreement, the Trust's
portfolio, trading or position information, technical data; trade
secrets; know-how; business processes; product plans; product designs;
service plans; services; customer lists and customers; markets;
software; developments; inventions; processes; formulas; technology;
designs; drawings; and marketing, distribution or sales methods and
systems; sales and profit figures or other financial information that
is disclosed, directly or indirectly, to the Receiving Party by or on
behalf of the Disclosing Party, whether in writing, orally or by other
means and whether or not such information is marked as confidential.
11.02 EXCLUSIONS. The provisions of this SECTION 11 respecting Confidential
Information shall not apply to the extent, but only to the extent,
that such Confidential Information: (a) is already known to the
Receiving Party free of any restriction at the time it is obtained
from the Disclosing Party, (b) is subsequently learned from an
independent third party free of any restriction and without breach of
this Agreement; (c) is or becomes publicly available through no
wrongful act of the Receiving Party or any third party; (d) is
independently developed by or for the Receiving Party without
reference to or use of any Confidential Information of the Disclosing
Party; or (e) is required to be disclosed pursuant to an applicable
law, rule, regulation, government requirement or court order, or the
rules of any stock exchange (provided, however, that the Receiving
Party shall advise the Disclosing Party of such required disclosure
promptly upon learning thereof in order to afford the Disclosing Party
a reasonable opportunity to contest, limit and/or assist the Receiving
Party in crafting such disclosure).
11.03 PERMITTED DISCLOSURE. The Receiving Party shall advise its employees,
agents, contractors, subcontractors and licensees, and shall require
its affiliates to advise their employees, agents, contractors,
subcontractors and licensees, of the Receiving Party's obligations of
confidentiality and non-use under this SECTION 11, and shall be
responsible for ensuring compliance by its and its affiliates'
employees, agents, contractors, subcontractors and licensees with such
obligations. In addition, the Receiving Party shall require all
Persons that are provided access to the Disclosing Party's
Confidential Information, other than the Receiving Party's accountants
and legal counsel, to execute confidentiality or non-disclosure
agreements containing provisions substantially similar to those set
forth in this SECTION 11. The Receiving Party shall promptly notify
the Disclosing Party in writing upon learning of any unauthorized
disclosure or use of the Disclosing Party's Confidential Information
by such Persons.
11.04 EFFECT OF TERMINATION. Upon the Disclosing Party's written request
following the termination of this Agreement, the Receiving Party
promptly shall return to the Disclosing Party, or destroy, all
Confidential Information of the Disclosing Party provided under or in
connection with this Agreement, including all copies, portions and
summaries thereof. Notwithstanding the foregoing sentence, (a) the
Receiving Party may retain one copy of each item of the Disclosing
Party's Confidential Information for purposes of identifying and
establishing its rights and obligations under this Agreement, for
archival or audit purposes and/or to the extent required by applicable
law, and (b) the Administrator shall have no obligation to return or
destroy Confidential Information of the Trust that resides in save
tapes of Administrator; provided, however, that in either case all
such Confidential Information retained by the Receiving Party shall
remain subject to the provisions of
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SECTION 11 for so long as it is so retained. If requested by the
Disclosing Party, the Receiving Party shall certify in writing its
compliance with the provisions of this SECTION 11.
SECTION 12 MISCELLANEOUS PROVISIONS
12.01 INTERNET ACCESS. Data and information may be made electronically
accessible to the Trust, Investment Advisors and/or sub-advisor(s) and
its Shareholders through Internet access to one or more web sites
provided by the Administrator ("WEB ACCESS"). As between the Trust and
Administrator, the Administrator shall own all right, title and
interest to such Web Access, including, without limitation, all
content, software, interfaces, documentation, data, trade secrets,
design concepts, "look and feel" attributes, enhancements,
improvements, ideas and inventions and all intellectual property
rights inherent in any of the foregoing or appurtenant thereto
including all patent rights, copyrights, trademarks, know-how and
trade secrets (collectively, the "Proprietary Information"). The Trust
recognizes that the Proprietary Information is of substantial value to
the Administrator and shall not use or disclose the Proprietary
Information except as specifically authorized in writing by the
Administrator. Use of the Web Access by the Trust or its agents or
Shareholders will be subject to any additional terms of use set forth
on the web site. All Web Access and the information (including text,
graphics and functionality) on the web sites related to such Web
Access is presented "As Is" and "As Available" without express or
implied warranties including, but not limited to, implied warranties
of non-infringement, merchantability and fitness for a particular
purpose. The Administrator neither warrants that the Web Access will
be uninterrupted or error free, nor guarantees the accessibility,
reliability, performance, timeliness, sequence, or completeness of
information provided on the Web Access.
12.02 INDEPENDENT CONTRACTOR. In making, and performing under, this
Agreement, the Administrator shall be deemed to be acting as an
independent contractor of the Trust and neither the Administrator nor
its employees shall be deemed an agent, affiliate, legal
representative, joint venturer or partner of the Trust or any
Investment Advisor. No party is authorized to bind any other party to
any obligation, affirmation or commitment with respect to any other
Person.
12.03 ASSIGNMENT; BINDING EFFECT. The Trust may not assign, delegate or
transfer, by operation of law or otherwise, this Agreement (in whole
or in part), or any of the Trust's obligations hereunder, without the
prior written consent of the Administrator, which consent shall not be
unreasonably withheld or delayed. The Administrator may assign or
transfer, by operation of law or otherwise, all or any portion of its
rights under this Agreement to an affiliate of the Administrator or to
any person or entity who purchases all or substantially all of the
business or assets of the Administrator to which this Agreement
relates, provided that such affiliate, person or entity agrees in
advance and in writing to be bound by the terms, conditions and
provisions of this Agreement. Subject to the foregoing, all of the
terms, conditions and provisions of this Agreement shall be binding
upon and shall inure to the benefit of each party's successors and
permitted assigns. Any assignment, delegation, or transfer in
violation of this provision shall be void and without legal effect.
12.04 AGREEMENT FOR SOLE BENEFIT OF THE ADMINISTRATOR, THE TRUST AND EACH
INVESTMENT ADVISOR. This Agreement is for the sole and exclusive
benefit of the Administrator, the Trust and solely with respect to its
Series, each Investment Advisor, and will not be deemed to be for the
direct or indirect benefit of the clients or customers of the
Administrator, the Trust or any Investment Advisor. The clients or
customers of the Administrator, the Trust or any Investment Advisor
will not be deemed to be third party beneficiaries of this Agreement
nor to have any other contractual relationship with the Administrator
by reason of this Agreement.
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12.05 GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of
Pennsylvania without giving effect to any choice or conflict of law
provision or rule that would cause the application of the laws of any
other jurisdiction. To the extent that the applicable laws of the
Commonwealth of Pennsylvania, or any of the provisions of this
Agreement, conflict with the applicable provisions of the 1940 Act,
the Securities Act of 1933 or the Securities Exchange Act of 1934, the
latter shall control. Each party to this Agreement, by its execution
hereof, (i) hereby irrevocably submits to the nonexclusive
jurisdiction of the state courts of the Commonwealth of Pennsylvania
or the United States District Courts for the Eastern District of
Pennsylvania for the purpose of any action between the parties arising
in whole or in part under or in connection with this Agreement, and
(ii) hereby waives to the extent not prohibited by applicable law, and
agrees not to assert, by way of motion, as a defense or otherwise, in
any such action, any claim that it is not subject personally to the
jurisdiction of the above-named courts, that its property is exempt or
immune from attachment or execution, that any such action brought in
one of the above-named courts should be dismissed on grounds of forum
non conveniens, should be transferred or removed to any court other
than one of the above-named courts, or should be stayed by reason of
the pendency of some other proceeding in any other court other than
one of the above-named courts, or that this Agreement or the subject
matter hereof may not be enforced in or by such court.
12.06 EQUITABLE RELIEF. Each party agrees that any other party's violation
of the provisions of SECTION 11 (CONFIDENTIALITY) may cause immediate
and irreparable harm to the other party for which money damages may
not constitute an adequate remedy at law. Therefore, the parties agree
that, in the event either party breaches or threatens to breach said
provision or covenant, the other party shall have the right to seek,
in any court of competent jurisdiction, an injunction to restrain said
breach or threatened breach, without posting any bond or other
security.
12.07 DISPUTE RESOLUTION. Whenever any party desires to institute legal
proceedings against another party concerning this Agreement, it shall
provide written notice to that effect to such other parties. The party
providing such notice shall refrain from instituting said legal
proceedings for a period of thirty days following the date of
provision of such notice. During such period, the parties shall
attempt in good faith to amicably resolve their dispute by negotiation
among their executive officers. This SECTION 12.07 shall not prohibit
any party from seeking, at any time, equitable relief as permitted
under SECTION 12.06.
12.08 NOTICE. All notices provided for or permitted under this Agreement
(except for correspondence between the parties related to operations
in the ordinary course) shall be deemed effective upon receipt, and
shall be in writing and (a) delivered personally, (b) sent by
commercial overnight courier with written verification of receipt, or
(c) sent by certified or registered U.S. mail, postage prepaid and
return receipt requested, to the party to be notified, at the address
for such party set forth below, or at such other address of such party
specified in the opening paragraph of this Agreement. Notices to the
Administrator shall be sent to the attention of: General Counsel, SEI
Investments Global Funds Services, Xxx Xxxxxxx Xxxxxx Xxxxx, Xxxx,
Xxxxxxxxxxxx 00000, with a copy, given in the manner prescribed above,
to the Administrator relationship manager assigned to the applicable
Fund. Notices to the Trust shall be sent to the Person(s) indicated on
Schedule II, and notices to an Investment Advisor shall be sent to the
persons specified in the applicable Series Schedule.
12.09 ENTIRE AGREEMENT; AMENDMENTS. This Agreement sets forth the entire
understanding of the parties with respect to the subject matter
hereof. This Agreement supersedes all prior or contemporaneous
representations, discussions, negotiations, letters, proposals,
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agreements and understandings between the parties hereto with respect
to the subject matter hereof, whether written or oral. This Agreement
may be amended, modified or supplemented only by a written instrument
duly executed by an authorized representative of each of the parties.
12.10 SEVERABILITY. Any provision of this Agreement that is determined to
be invalid or unenforceable in any jurisdiction shall be ineffective
to the extent of such invalidity or unenforceability in such
jurisdiction, without rendering invalid or unenforceable the remaining
provisions of this Agreement or affecting the validity or
enforceability of such provision in any other jurisdiction. If a court
of competent jurisdiction declares any provision of this Agreement to
be invalid or unenforceable, the parties agree that the court making
such determination shall have the power to reduce the scope, duration,
or area of the provision, to delete specific words or phrases, or to
replace the provision with a provision that is valid and enforceable
and that comes closest to expressing the original intention of the
parties, and this Agreement shall be enforceable as so modified.
12.11 WAIVER. Any term or provision of this Agreement may be waived at any
time by the party entitled to the benefit thereof by written
instrument executed by such party. No failure of either party hereto
to exercise any power or right granted hereunder, or to insist upon
strict compliance with any obligation hereunder, and no custom or
practice of the parties with regard to the terms of performance
hereof, will constitute a waiver of the rights of such party to demand
full and exact compliance with the terms of this Agreement.
12.12 ANTI-MONEY LAUNDERING LAWS. In connection with performing the
Services set forth herein, the Administrator may provide information
that the Trust may rely upon in connection with the Trust's compliance
with applicable laws, policies and regulations aimed at the prevention
and detection of money laundering and/or terrorism activities
(hereinafter, the "AML REGIME"). The Trust and the Administrator agree
that the Trust shall be responsible for its compliance with such AML
Regime. It shall be a condition precedent to providing Services to the
Trust under this Agreement and the Administrator shall have no
liability for non-performance of its obligations under this Agreement
unless it is satisfied, in its absolute discretion, that it has
sufficient and appropriate information and material to discharge its
obligations under the AML Regime, and that the performance of such
obligations will not violate any AML Regime applicable to it. Without
in any way limiting the foregoing, the Trust acknowledges that the
Administrator is authorized to return a Shareholder's Investment in
any Fund and take any action necessary to restrict payment of
redemption proceeds to the extent necessary to comply with its
obligations pursuant to the AML Regime.
12.13 FORCE MAJEURE. No breach of any obligation of a party to this
Agreement (other than obligations to pay amounts owed) will constitute
an event of default or breach to the extent it arises out of a cause,
existing or future, that is beyond the control and without negligence
of the party otherwise chargeable with breach or default, including
without limitation: work action or strike; lockout or other labor
dispute; flood; war; riot; theft; act of terrorism, earthquake or
natural disaster. Either party desiring to rely upon any of the
foregoing as an excuse for default or breach will, when the cause
arises, give to the other party prompt notice of the facts which
constitute such cause; and, when the cause ceases to exist, give
prompt notice thereof to the other party.
12.14 EQUIPMENT FAILURES. In the event of equipment failures beyond the
Administrator's control, the Administrator shall take reasonable and
prompt steps to minimize service interruptions but shall have no
liability with respect thereto. The Administrator shall develop and
maintain a plan for recovery from equipment failures which may include
contractual arrangements with appropriate parties making reasonable
provision for
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emergency use of electronic data processing equipment to the extent
appropriate equipment is available.
12.15 HEADINGS. All SECTION headings contained in this Agreement are for
convenience of reference only, do not form a part of this Agreement
and will not affect in any way the meaning or interpretation of this
Agreement.
12.16 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, all of which shall constitute one and the same
instrument. Each such counterpart shall be deemed an original, and it
shall not be necessary in making proof of this Agreement to produce or
account for more than one such counterpart. This Agreement shall be
deemed executed by both parties 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.
12.17 LIMITED RECOURSE. The Trust has been established with segregated
liability between its Funds. The Trust and Administrator acknowledge
that any amounts due or payable to the Administrator under this
Agreement or any Series Schedule, howsoever arising, will be payable
only out of the assets of the Fund to which such amounts are
attributable, or in the sole discretion of an Investment Advisor,
directly out of the assets of the Investment Advisor, and in no
circumstances will the assets of one Fund be used to discharge the
liabilities of any other Fund of the Trust.
Notwithstanding any other provision of this Agreement, the
Administrator's recourse against the Trust in respect of any claims
which may be brought against, suffered or incurred by the
Administrator, its permitted delegates, servants or agents shall be
limited to the Fund established in respect of Shares to which the
claims relate, and the Administrator shall have no recourse directly
to the Trust or any other Fund in respect of any such claims or to any
assets of any Investment Advisor. If, following the realization of all
of the assets of the relevant Fund and subject to the application on
such realization proceeds in payment of all claims relating to the
relevant Fund (if any) and all other liabilities (if any) to the Trust
ranking pari passu with or senior to the claims which have recourse to
the relevant Fund, the claims are not paid in full:
(a) the amount outstanding in respect of the claims relating to the
relevant Fund shall be automatically extinguished;
(b) the Administrator shall have no further right of payment in
respect thereof; and
(c) the Administrator shall not be able to petition for the
winding-up of the Trust or the termination of any other Fund as a
consequence of any such shortfall.
PROVIDED HOWEVER that sub-clauses (a) and (b) above shall not apply to
any assets of any Fund that may be subsequently held or recouped by
the Fund.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the Effective Date.
ADMINISTRATOR: TRUST:
SEI INVESTMENTS GLOBAL FUNDS SERVICESTHE ADVISORS' INNER CIRCLE FUND III
By: /S/ XXXX ALSHEFSKIBy: /S/ XXXXXXX XXXXXXX
Name: Xxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxx
Title: SVP Title: President
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SCHEDULE I
LIST OF SERVICES
1) MAINTAIN THE TRUST'S ACCOUNTING BOOKS AND RECORDS;
2) OBTAIN FUND SECURITY VALUATIONS FROM APPROPRIATE SOURCES CONSISTENT WITH
THE TRUST'S PRICING AND VALUATION POLICIES, AND CALCULATE NET ASSET VALUE
OF EACH FUND AND CLASS;
3) COMPUTE YIELDS, TOTAL RETURN, EXPENSE RATIOS, PORTFOLIO TURNOVER RATE AND
AVERAGE DOLLAR-WEIGHTED PORTFOLIO MATURITY, AS APPROPRIATE;
4) TRACK AND VALIDATE INCOME AND EXPENSE ACCRUALS, ANALYZE AND MODIFY EXPENSE
ACCRUAL CHANGES PERIODICALLY, AND PROCESS EXPENSE DISBURSEMENTS TO VENDORS
AND SERVICE PROVIDERS;
5) PERFORM CASH PROCESSING SUCH AS RECORDING PAID-IN CAPITAL ACTIVITY,
PERFORM NECESSARY RECONCILIATIONS WITH THE TRANSFER AGENT AND THE
CUSTODIAN, AND PROVIDE CASH AVAILABILITY DATA TO THE INVESTMENT ADVISOR, IF
REQUESTED;
6) CALCULATE REQUIRED ORDINARY INCOME AND CAPITAL GAINS DISTRIBUTIONS,
COORDINATE ESTIMATED CASH PAYMENTS, AND PERFORM NECESSARY RECONCILIATIONS
WITH THE TRANSFER AGENT;
7) PROVIDE STANDARDIZED PERFORMANCE REPORTING DATA TO THE TRUST AND EACH
INVESTMENT ADVISOR;
8) PROVIDE PERFORMANCE, FINANCIAL AND EXPENSE INFORMATION FOR REGISTRATION
STATEMENTS AND PROXIES;
9) COMMUNICATE NET ASSET VALUE, YIELD, TOTAL RETURN OR OTHER FINANCIAL DATA
TO APPROPRIATE THIRD PARTY REPORTING AGENCIES, AND ASSIST IN RESOLUTION OF
ERRORS REPORTED BY SUCH THIRD PARTY AGENCIES;
10) UPDATE ACCOUNTING SYSTEM TO REFLECT RATE CHANGES, AS RECEIVED FROM A
FUND'S INVESTMENT ADVISOR, SUB-ADVISOR OR RESPECTIVE DESIGNEE, ON VARIABLE
INTEREST RATE INSTRUMENTS;
11) ACCRUE EXPENSES OF EACH FUND ACCORDING TO INSTRUCTIONS RECEIVED FROM THE
TRUST'S TREASURER OR OTHER AUTHORIZED REPRESENTATIVE (INCLUDING OFFICERS OF
THE A FUND'S INVESTMENT ADVISOR);
12) DETERMINE THE OUTSTANDING RECEIVABLES AND PAYABLES FOR ALL (1) SECURITY
TRADES, (2) PORTFOLIO SHARE TRANSACTIONS AND (3) INCOME AND EXPENSE
ACCOUNTS IN ACCORDANCE WITH THE BUDGETS PROVIDED BY THE TRUST OR ITS
INVESTMENT ADVISOR;
13) PREPARE THE TRUST'S FINANCIAL STATEMENTS FOR REVIEW BY FUND MANAGEMENT AND
INDEPENDENT AUDITORS, MANAGE ANNUAL AND SEMI-ANNUAL REPORT PREPARATION
PROCESS, PREPARE FORMS N-SAR, N- Q, N-CSR AND 24F-2, PROVIDE FUND
PERFORMANCE DATA FOR ANNUAL REPORT, COORDINATE PRINTING AND DELIVERY OF
ANNUAL AND SEMI-ANNUAL REPORTS TO SHAREHOLDERS, AND FILE FORMS N-SAR, N-Q,
N-CSR AND 24F-2 AND ANNUAL/SEMI-ANNUAL REPORTS VIA XXXXX;
14) MONITOR EACH FUND'S COMPLIANCE WITH THE REQUIREMENTS OF SUBCHAPTER M OF
THE INTERNAL REVENUE CODE WITH RESPECT TO STATUS AS A REGULATED INVESTMENT
COMPANY;
15) PREPARE AND FILE FEDERAL AND STATE TAX RETURNS FOR THE TRUST OTHER THAN
THOSE REQUIRED TO BE PREPARED AND FILED BY THE TRUST'S TRANSFER AGENT OR
CUSTODIAN.
16) PROVIDE DATA FOR YEAR-END 1099'S AND SUPPLEMENTAL TAX LETTERS;
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17) PROVIDE SUCH FUND ACCOUNTING AND FINANCIAL REPORTS IN CONNECTION WITH
QUARTERLY MEETINGS OF THE BOARD OF TRUSTEES AS THE BOARD OF TRUSTEES MAY
REASONABLY REQUEST;
18) MANAGE THE TRUST'S PROXY SOLICITATION PROCESS, INCLUDING EVALUATING PROXY
DISTRIBUTION CHANNELS, COORDINATING WITH OUTSIDE SERVICE PROVIDER TO
DISTRIBUTE PROXIES, TRACKING SHAREHOLDER RESPONSES AND TABULATING VOTING
RESULTS, AND MANAGING THE PROXY SOLICITATION VENDOR IF NECESSARY;
19) PROVIDE INDIVIDUALS TO SERVE AS MINISTERIAL OFFICERS OF THE TRUST, AS
REQUESTED;
20) PROVIDE PRINCIPAL FINANCIAL OFFICER FOR PURPOSES OF XXXXXXXX-XXXXX;
21) COORDINATE WITH THE TRUST'S COUNSEL ON FILING OF THE TRUST'S REGISTRATION
STATEMENTS AND PROXY STATEMENTS, AND COORDINATE PRINTING AND DELIVERY OF
THE TRUST'S PROSPECTUSES AND PROXY STATEMENTS;
22) COORDINATE THE TRUST'S BOARD OF TRUSTEES' SCHEDULE, AGENDA AND PRODUCTION
OF BOARD OF TRUSTEES MEETING MATERIALS, AND ATTEND BOARD OF TRUSTEES
MEETINGS (IF REQUESTED);
23) PROVIDE CONSULTATION TO THE TRUST ON REGULATORY MATTERS RELATING TO THE
OPERATION OF THE TRUST AS REQUESTED AND COORDINATE WITH THE TRUST'S LEGAL
COUNSEL REGARDING SUCH MATTERS;
24) ASSIST LEGAL COUNSEL TO THE TRUST IN THE DEVELOPMENT OF POLICIES AND
PROCEDURES RELATING TO THE OPERATION OF THE TRUST;
25) ACT AS LIAISON TO LEGAL COUNSEL TO THE TRUST AND, WHERE APPLICABLE, TO
LEGAL COUNSEL TO THE TRUST'S INDEPENDENT TRUSTEES;
26) COORDINATE WITH TRUST COUNSEL IN THE PREPARATION, REVIEW AND EXECUTION OF
CONTRACTS BETWEEN THE TRUST AND THIRD PARTIES, SUCH AS THE TRUST'S
INVESTMENT ADVISOR, TRANSFER AGENT, AND CUSTODIAN, AND RECORD-KEEPERS OR
SHAREHOLDER SERVICE PROVIDERS;
27) ASSIST THE TRUST IN HANDLING AND RESPONDING TO ROUTINE REGULATORY
EXAMINATIONS WITH RESPECT TO RECORDS RETAINED OR SERVICES PROVIDED BY THE
ADMINISTRATOR, AND COORDINATE WITH THE TRUST'S LEGAL COUNSEL IN RESPONDING
TO ANY NON-ROUTINE REGULATORY MATTERS WITH RESPECT TO SUCH MATTERS;
28) PROVIDE CONSULTING WITH RESPECT TO THE ONGOING DESIGN, DEVELOPMENT AND
OPERATION OF THE TRUST, INCLUDING NEW FUNDS OR SHARE CLASSES AND/OR LOAD
STRUCTURES AND FINANCING, AS WELL AS CHANGES TO INVESTMENT OBJECTIVES AND
POLICIES FOR EXISTING FUNDS;
29) COORDINATE AS NECESSARY THE REGISTRATION OR QUALIFICATION OF SHARES WITH
APPROPRIATE STATE SECURITIES AUTHORITIES;
30) MANAGE THE PREPARATION FOR AND CONDUCTING OF BOARD OF TRUSTEES MEETINGS BY
(I) COORDINATING BOARD OF TRUSTEES BOOK PRODUCTION AND DISTRIBUTION
PROCESS, (II) SUBJECT TO REVIEW AND APPROVAL BY THE TRUST AND ITS COUNSEL,
PREPARING MEETING AGENDAS, (III) PREPARING THE RELEVANT SECTIONS OF THE
BOARD OF TRUSTEES MATERIALS REQUIRED TO BE PREPARED BY THE ADMINISTRATOR,
(IV) ASSISTING TO GATHER AND COORDINATE SPECIAL MATERIALS RELATED TO ANNUAL
CONTRACT RENEWALS AND APPROVAL OF RULE 12B-1 PLANS FOR AND AS DIRECTED BY
THE TRUSTEES OR TRUST COUNSEL, (V) ATTENDING BOARD OF TRUSTEES MEETINGS,
AND (VI) PERFORMING SUCH OTHER BOARD OF TRUSTEES MEETING FUNCTIONS AS SHALL
BE AGREED BY THE PARTIES IN WRITING (IN THIS REGARD, THE TRUST SHALL
PROVIDE THE ADMINISTRATOR WITH NOTICE OF REGULAR MEETINGS AT LEAST SIX (6)
WEEKS BEFORE SUCH MEETING AND AS SOON AS PRACTICABLE BEFORE ANY SPECIAL
MEETING OF THE BOARD OF TRUSTEES);
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31) COOPERATE WITH, AND TAKE ALL REASONABLE ACTIONS IN THE PERFORMANCE OF ITS
DUTIES UNDER THIS AGREEMENT TO ENSURE THAT ALL NECESSARY INFORMATION IS
MADE AVAILABLE TO THE TRUST'S INDEPENDENT PUBLIC ACCOUNTANTS IN CONNECTION
WITH THE PREPARATION OF ANY AUDIT OR REPORT REQUESTED BY THE TRUST,
INCLUDING THE PROVISION OF A CONFERENCE ROOM AT THE ADMINISTRATOR'S
LOCATION IF NECESSARY (IN THIS REGARD, THE TRUST'S INDEPENDENT AUDITORS
SHALL PROVIDE THE ADMINISTRATOR WITH REASONABLE NOTICE OF ANY SUCH AUDIT SO
THAT (I) THE AUDIT WILL BE COMPLETED IN A TIMELY FASHION AND (II) THE
ADMINISTRATOR WILL BE ABLE TO PROMPTLY RESPOND TO SUCH INFORMATION REQUESTS
WITHOUT UNDUE DISRUPTION OF ITS BUSINESS); AND
32) ON A T+2 POST-TRADE BASIS AND BASED ON THE INFORMATION AVAILABLE TO THE
ADMINISTRATOR, PERIODICALLY MONITOR THE FUNDS FOR COMPLIANCE WITH
APPLICABLE LIMITATIONS AS SET FORTH IN THE TRUST'S OR ANY FUND'S THEN
CURRENT PROSPECTUS OR STATEMENT OF ADDITIONAL INFORMATION (THIS PROVISION
SHALL NOT RELIEVE THE TRUST'S INVESTMENT ADVISOR AND SUB-ADVISORS, IF ANY,
OF THEIR PRIMARY DAY-TO-DAY RESPONSIBILITY FOR ASSURING SUCH COMPLIANCE,
INCLUDING ON A PRE-TRADE BASIS).
33) ADDITIONAL REPORTS AND SERVICES.
o UPON REASONABLE NOTICE AND AS MUTUALLY AGREED UPON, THE ADMINISTRATOR
MAY PROVIDE ADDITIONAL REPORTS UPON THE REQUEST OF THE TRUST OR ITS
INVESTMENT ADVISOR, WHICH MAY RESULT IN ADDITIONAL CHARGES, THE AMOUNT
OF WHICH SHALL BE AGREED UPON BETWEEN THE PARTIES PRIOR TO THE
PROVISION OF SUCH REPORT.
o UPON REASONABLE NOTICE AND AS MUTUALLY AGREED UPON, THE ADMINISTRATOR
MAY PROVIDE SUCH ADDITIONAL SERVICES WITH RESPECT TO A FUND, WHICH MAY
RESULT IN AN ADDITIONAL CHARGE, THE AMOUNT OF WHICH SHALL BE AGREED
UPON BETWEEN THE PARTIES PRIOR TO THE PROVISION OF SUCH SERVICE.
***
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[GRAPHIC OMITTED]
SCHEDULE II
NOTICE INSTRUCTION FORM
TO WHOM NOTICES SHOULD BE SENT PURSUANT TO SECTION 12.08 OF THE AGREEMENT:
Name of Party or Parties: ________________________________________________
Name of Contact: ________________________________________________
Address: ________________________________________________
Telephone No.: ________________________________________________
Facsimile No.: ________________________________________________
Email Address: ________________________________________________
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EXHIBIT A
FORM OF SERIES SCHEDULE
SERIES SCHEDULE DATED ___________, 20__ TO
ADMINISTRATION AGREEMENT
DATED AS OF FEBRUARY 12, 2014
BETWEEN
THE ADVISORS' INNER CIRCLE FUND III,
AND
[NAME OF INVESTMENT ADVISOR] (THE "INVESTMENT ADVISOR")
ON BEHALF OF THE [NAME OF FUND(S)]
AND
SEI INVESTMENTS GLOBAL FUNDS SERVICES
SERIES OF FUNDS: [NAME OF FUND(S)], and any additional fund established within this
Series subsequent to the date hereof (each a "FUND).
FEES: The following fees are due and payable monthly to Administrator
pursuant to Section 8 of the Agreement out of the assets of each
Fund, except to the extent the Investment Advisor agrees to waive its
fees or reimburse a Fund's expenses, in which case such fees shall
be paid by the Investment Advisor. Each Fund in the Series will be
charged the greater of its Asset Based Fee or its Annual Minimum
Fee, in each case calculated in the manner set forth below.
ASSET BASED FEE: [ ] basis points on the first [ ] million in assets;
[ ] basis points for assets between [ ] million and [ ] million;
[ ] basis points for all assets in excess of [ ] million
The Asset Based Fee shall be calculated based on the aggregate
average daily net assets of the Fund during the relevant period.
ANNUAL MINIMUM FEE: The initial Annual Minimum Fee shall be determined based upon the
number of Funds within the Series as of the date on which the Series
is launched, as follows:
Up to three Funds: $__________ per
Fund
Four or more Funds: $_________ per
Fund
The Annual Minimum Fee shall thereafter be increased at a rate of
$________ per additional Fund for each Fund added after the date
on which the Series is launched.
The foregoing Annual Minimum Fees assume that each Fund
includes one class of shares of beneficial interest (each, a "CLASS").
In the event a Fund is comprised of more than one Class, such Fund
will be assessed an additional annual fee equal to $15,000 per
Class.
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NEW FUND FEES: There will be a one-time additional service charge of $10,000 for services
provided by Administrator in assisting and coordinating the launch of each new
Fund on behalf of the Investment Advisor, such fee to be paid by the Investment
Advisor by electronic wire transfer of immediately available funds to the wire
instructions set forth below in advance of Administrator beginning performance
of the new Fund organizational services.
Xxxxx Fargo Bank XX
Xxxxxxx-Salem, NC
ABA # 000000000
SEI Investments Company
Acct #2079900401288
Ref: [INVESTMENT ADVISOR NAME] -- New Fund
INVESTMENT ADVISOR To the extent that the Board of Trustees of the Trust (the "BOARD") has
MAINTENANCE FEE: approved a Fund within the Series and approved the Investment Advisor as the
Fund's advisor, and such Fund is not Live (as defined below) by the date that
is the three month anniversary of the date of the last such approval (the
"APPROVAL DATE"), then the Investment Advisor shall pay SEI a relationship
maintenance fee equal to $1,000 per month for each month that the Fund is not
Live and such fee shall be retroactive to include each of the first three
months following the Approval Date. For purposes of the foregoing, a Fund shall
be deemed to be "Live" as of the date on which Administrator first calculates
such Fund's official net asset value.
ANNUAL CPI The fees payable hereunder shall be subject to one annual increase at
INCREASE: Administrator's discretion, equal to the percentage increase in the
Philadelphia Consumer Price Index since the effective date of the Series
Schedule with respect to the first such increase and since the date of the
immediately preceding increase with respect to all subsequent increases;
provided, however, that Administrator shall notify the Series' Investment
Advisor of its intent to effectuate any such increase at least thirty days
prior to December 21(st) of the then current year.
REORGANIZATION The Investment Advisor shall pay Administrator a transaction charge equal to
FEES: $50,000 in connection with each Reorganization Event to which the Series or any
Fund thereof is a party. For purposes of the foregoing, a "REORGANIZATION
EVENT" means any material change in the organizational structure of the Series
or any Fund thereof, including, without limitation, any merger, acquisition or
divestiture of all or any portion of the assets of the Series or any Fund as
well as any acquisition or merger by the Series or a Fund of any other fund or
assets into the Series or Fund.
OPERATIONAL: A critical component of Administrator's services is Fund valuations. Automated
AUTOMATION trade delivery and receipt between fund advisors and Administrator is critical
to high quality service. Accordingly, Administrator and the Investment Advisor
agree to use best efforts to implement automated trade delivery and receipt as
soon as practicable after each Fund's establishment in the Trust.
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TERM: The term of this Schedule shall continue in effect with respect to
each Fund for a period of five years from and after the date on which
the Administrator first calculates a Fund's official net asset value (the
"INITIAL TERM"). Following expiration of the Initial Term, this Schedule
shall continue in effect for successive periods of three years (each, a
"RENEWAL TERM").
TERMINATION: This Schedule may be terminated only: (a) by any party at the end of
the Initial Term or the end of any Renewal Term on one hundred
eighty days prior written notice to the other parties hereto; (b) by any
party hereto on such date as is specified in written notice given by
the terminating party, in the event of a material breach of this
Agreement by another party, provided the terminating party has
notified the breaching party of such material breach at least ninety
days prior to the specified date of termination and the breaching
party has not remedied such breach by the specified date; or (c) as
to any Fund, upon forty-five days prior written notice, effective (i)
upon the reorganization or merger of a Fund into another entity,
provided that Administrator or one of its affiliates enters into a written
agreement to provide administration services on behalf of such
surviving entity, or (ii) upon any "change of control" of the Investment
Advisor by sale, merger, reorganization, acquisition or other
disposition of substantially all of the assets of the Investment Advisor
to a third party, provided that Administrator or one of its affiliates
enters into a written agreement to provide administration services on
behalf of the third party or surviving entity. For purposes of this
paragraph, the term "change of control" shall mean any transaction
that results in the transfer of right, title and ownership of twenty five
percent (25%) or more of the equity interests of the Investment
Advisor to a third party.
EARLY TERMINATION: Subject to the terms and conditions set forth in this paragraph, the
parties may agree to terminate this Schedule with respect to a
particular Fund on or before the expiration of the then current term
(hereinafter, an "EARLY TERMINATION"). In the event the parties agree
to an Early Termination, the parties will agree upon the effective date
of such Early Termination and, on or before such effective date, the
applicable Fund shall (i) not be in material breach of the Agreement
(including this Schedule) and (ii) pay the Buyout Amount to
Administrator in the manner set forth below. As used herein, the
term "BUYOUT AMOUNT" shall mean the amount that is equal to (1) the
average monthly fee payable by each Fund to Administrator
hereunder during the six-month period (or such shorter period if
fewer than six months have elapsed since the effective date of this
Schedule) immediately preceding the mutual agreement called for in
this paragraph multiplied by (2) the number of months remaining in
the then current term (including any Renewal Term to which the
applicable Fund is already committed). The Fund shall pay the
Buyout Amount to Administrator on or before the effective date of the
Early Termination by means of wire or other immediately available
funds.
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INVESTMENT Any and all out of pocket fees, costs, or expenses advanced by
ADVISOR Administrator, in its sole discretion on behalf of a Fund or the
EXPENSE undersigned Investment Advisor, as a result of any failure to fully
REPAYMENT: satisfy and comply with any and all applicable Fund expense caps or
expense ratio limits, shall be the responsibility of the Investment
Advisor and shall be promptly repaid to Administrator ("REPAYMENT
OBLIGATION"). Any such Repayment Obligation of the Investment
Advisor shall survive: (i) the termination of the Agreement and this
Schedule thereto, (ii) any merger or liquidation of any subject Fund,
unless and until the Repayment Obligation is indefeasibly paid in full.
PUBLICITY: Except to the extent required by applicable Law, neither the
Administrator nor the Investment Advisor shall issue or initiate any
press release arising out of or in connection with this Series
Schedule or the Services rendered pursuant to the Agreement;
provided, however, that if no special prominence is given or
particular reference made to any Fund over other clients, nothing
herein shall prevent the Administrator from (i) placing any Fund's or
the Investment Advisor's name and/or company logo(s) (including
any registered trademark or service xxxx) on the Administrator's
client list(s) (and sharing such list(s) with current or potential clients
of the Administrator) and/or marketing material which will include
such entities' name, logo and those services provided to the Fund(s)
by the Administrator; (ii) using any Fund or the Investment Advisor
as reference; or (iii) otherwise orally disclosing that a Fund or
Investment Advisor is a client of the Administrator at presentations,
conferences or other similar meetings. If the Administrator desires to
engage in any type of publicity other than as set forth in subsections
(i) through (iii) above or if the Investment Advisor desires to engage
in any type of publicity, the party desiring to engage in such publicity
shall obtain the prior written consent of the other party hereto, such
consent not to be unreasonably withheld, delayed or conditioned.
ASSUMPTIONS: Each Fund shall use commercially reasonable efforts to implement
automatic trade communication to Administrator and automated
custody reconciliation as soon as practicable following the date of
this Schedule.
The Investment Advisor acknowledges and accepts that the Trust
structure in place facilitates the administrative service offering by
Administrator and that certain Trust level service provider
agreements currently in place (e.g., Transfer Agency Agreement,
Custody Agreement) are entered into and agreed to between the
Trust and the applicable service provider and that the services being
provided otherwise benefit the Fund. The Investment Advisor
acknowledges and agrees that it has reviewed and understands the
general terms and conditions of these service provider agreements
and consents to the obligations, applicable fees and the services to
be provided to the Fund under such Agreements.
INVESTMENT ADVISOR The Investment Advisor shall be responsible for providing the
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SPECIFIC following information to the Administrator as indicated:
OBLIGATIONS
(a) A list of contact persons (primary, backup and
secondary backup) of each Series' Investment Advisor,
and, if applicable, sub-advisor, who can be reached
until 6:30 p.m. ET with respect to valuation matters.
(b) Copies of all Trust Data reasonably requested by the
Administrator or necessary for the Administrator to
perform its obligations pursuant to this Agreement.
(c) Notices to the Investment Advisor pursuant to Section
12.08 of the Agreement shall be sent to:
Name of Contact: ________________________________
Address:_________________________________________
Telephone No.:___________________________________
Facsimile No.:___________________________________
Email Address:___________________________________
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IN WITNESS WHEREOF, the parties hereto have executed this Series Schedule to
the Administration Agreement dated February 12, 2014 by their duly authorized
representatives as of the day and year first above written.
THE ADVISORS' INNER CIRCLE FUND III,
On behalf of the
BY:__________________________________
Name:
Title:
SEI INVESTMENTS GLOBAL FUNDS SERVICES
BY:__________________________________
Name:
Title:
AGREED TO AND ACCEPTED BY:
[NAME OF INVESTMENT ADVISOR], Advisor to [NAME OF FUNDS]
BY:___________________________________
Name:
Title:
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