SERIES SCHEDULE DATED NOVEMBER 30, 2014 TO
ADMINISTRATION AGREEMENT
DATED AS OF FEBRUARY 12, 2014
BETWEEN
THE ADVISORS' INNER CIRCLE FUND III,
AND
XXXXX CIRCLE PARTNERS, L.P. (THE "INVESTMENT ADVISOR")
ON BEHALF OF THE XXXXX CIRCLE PARTNERS CORE PLUS FUND,
XXXXX CIRCLE PARTNERS SELECT GROWTH EQUITY FUND,
XXXXX CIRCLE PARTNERS HIGH YIELD FUND AND
XXXXX CIRCLE PARTNERS MULTI-SECTOR FIXED INCOME FUND
AND
SEI INVESTMENTS GLOBAL FUNDS SERVICES
FUNDS: Xxxxx Circle Partners Core Plus Fund,
Xxxxx Circle Partners Select Growth
Equity Fund, Xxxxx Circle Partners High
Yield Fund and Xxxxx Circle Partners
Multi-Sector Fixed Income Fund and any
additional funds established subsequent
to the date hereof (each a "Fund" and
collectively, the "Funds")
ADMINISTRATION AND The following fees shall be calculated
FUND ACCOUNTING FEES: daily and payable monthly to SEI under
the Amended Agreements out of the assets
of each Fund, except to the extent the
Adviser agrees to waive its fees or
reimburse the Fund's expenses, in which
case such fees shall be paid by the
Adviser. Each Fund will be charged the
greater of its Asset Based Fee or its
Annual Minimum Fee. The fees applicable
to each Fund will be based on the
investment strategy of the Fund as set
forth below.
CORE PLUS OR HIGH YIELD FUND 10 basis points on the first $500
FUND ASSET BASED FEE: million in assets;
9 basis points for assets between $500
and $750 million;
8 basis points for all assets in excess
of $750 million.
MULTI-SECTOR FUND 12 basis points on the first $500
ASSET BASED FEE: million in assets;
10 basis points for assets between $500
and $750 million;
9 basis points for all assets in excess
of $750 million.
SELECT GROWTH EQUITY FUND 10 basis points on the first $500
FUND ASSET BASED FEE: million in assets;
8 basis points for all assets in excess
of $500 million.
The Asset Based Fees shall be calculated
based on the aggregate average daily net
assets of a Fund during the relevant
period.
ANNUAL MINIMUM FEE: The initial Annual Minimum Fee shall be
$100,000 for each Fund with either a
Core Plus or High Yield investment
strategy, $110,000 for each Fund with
a Multi-Sector investment strategy, and
$100,000 for each Fund with a Select
Growth Equity investment strategy. 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, the Fund will be
assessed an additional annual fee equal
to $10,000 per Class.
NEW FUND FEES: There will be a one-time additional
service charge of $10,000 for services
provided by SEI in assisting and
coordinating the launch of each new Fund
on behalf of the Adviser, such fee to be
paid by the Adviser by electronic wire
transfer of immediately available funds
to the wire instructions set forth below
in advance of SEI beginning performance
of the new Fund organizational services;
provided, however, that such fee shall
not apply with respect to the first five
Funds established hereunder. For the
avoidance of doubt, this Schedule need
not be updated each time a new Fund is
added to the Trust.
Xxxxx Fargo Bank XX
Xxxxxxx-Salem, NC
ABA # 000000000
SEI Investments Company
Acct #2079900401288
Ref: XXXXX CIRCLE PARTNERS SERIES TRUST
-- New Funds
ADVISER MAINTENANCE FEE: To the extent that the Board of Trustees
of the Trust (the "Board") has approved
a Fund within the Trust and approved
Adviser as the Fund's adviser, and such
Fund has not commenced operations (as
defined below) by the date that is the
three-month anniversary of the date of
the last such approval (the "Approval
Date"), then Adviser shall pay SEI a
relationship maintenance fee equal to
$400 per month for each month that the
Fund has not commenced operations 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
have "commenced operations" as of the
date on which SEI first calculates a
Fund's official net asset value.
ANNUAL CPI INCREASE: From and after the expiration of the
Initial Term, the fees payable hereunder
shall be subject to one annual increase
at SEI's discretion, equal to the
percentage increase in the Philadelphia
Consumer Price Index since the Amendment
Effective Date 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 SEI shall notify
a Fund of its intent to effectuate any
such increase at least thirty days prior
to the effectiveness of such increase.
REORGANIZATION FEES: The Adviser shall pay SEI a transaction
charge equal to $50,000 in connection
with each Reorganization Event to which
any Fund thereof is a party, provided
however that a Fund's transition into
the Trust shall not be considered to be
a Reorganization Event. For purposes of
the foregoing, a "Reorganization Event"
means any material change in the
organizational structure of a Fund,
including, without limitation, any
merger, acquisition or divestiture of
all or any portion of the assets of a
Fund as well as any acquisition or
merger by a Fund of any other Fund or
assets into the Fund.
OPERATIONAL AUTOMATION: A critical component of SEI's services
is valuation of a Fund's portfolio.
Automated trade delivery and receipt
between a Fund's Adviser and
Administrator is critical to high
quality service. Accordingly,
Administrator and the Adviser agree to
use best efforts to implement automated
trade delivery and receipt as soon as
practicable after a Fund's establishment
in the Trust.
TERM: The term of the Schedule with respect to
each Fund for the fund administration
and accounting agreement shall be for a
period of four years from and after the
date that the Fund commences operations
and SEI begins calculating such Fund's
official net asset value (the "Initial
Term"). Following expiration of the
Initial Term, the term shall continue in
effect for successive periods of two
years (each, a "Renewal Term").
The Initial Term of the Schedule with
respect to each Fund for the
distribution agreement shall be for a
period of two years, and each Renewal
Term shall be for one year periods.
TERMINATION: The Schedules may be terminated only:
(a) by SEI or a Fund at the end of the
Initial Term or the end of any Renewal
Term on ninety days prior written
notice; (b) by SEI or a Fund 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 the other party, provided
the terminating party has notified the
other party of such material breach at
least sixty days prior to the specified
date of termination and the breaching
party has not remedied such breach by
the specified date; (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 SEI 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 Adviser by sale, merger,
reorganization, acquisition or other
disposition of substantially all of the
assets of the Adviser to a third party,
provided that SEI or one of its
affiliates enters into a written
agreement to provide administration
services on behalf of the third party or
surviving entity; or (d) by a Fund
giving ninety days prior notice in
writing to SEI prior to the Liquidation
(as hereinafter defined) of such Fund.
For purposes of this paragraph, the term
"Liquidation" shall mean a transaction
in which all the assets of a Fund are
sold or otherwise disposed of and
proceeds there from are distributed in
cash to the shareholders in complete
liquidation of the interests of Interest
holders in such Fund. Termination for
Liquidation shall be effective as of the
date of such Liquidation.
Notwithstanding the foregoing, the right
to terminate for Liquidation set forth
herein shall not relieve the liquidating
Fund of its obligation to pay the fees
set forth in the Amended Agreements for
the remainder of the ninety day notice
period referenced herein. 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 fifty-one percent or
more of the equity interests of the
Adviser to a third party. For the
avoidance of doubt, except as expressly
set forth below, the Amended Agreements
may be terminated as set forth above for
no additional fees and the Buyout Amount
set forth below shall not be apply.
EARLY TERMINATION: In the event that the parties may agree
to terminate the Amended Agreements with
respect to a Fund before the expiration
of the then current term (hereinafter,
an "Early Termination"), on or before
such effective date of termination, (i)
the terminating Fund shall not be in
material breach of the Amended Agreement
and (ii) the Adviser shall pay a Buyout
Amount to SEI 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 the Fund to SEI 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 Fund is already
committed); provided, however, that in
the event that the Early Termination is
effected upon any "change of control" of
the Adviser by sale, merger,
reorganization, acquisition or other
disposition of substantially all of the
assets of the Adviser to a third party
and neither SEI nor one of its
affiliates enters into a written
agreement to provide administration
services on behalf of the third party or
surviving entity, then the term "Buyout
Amount" shall mean the amount that is
equal to (1) the average monthly fee
payable by the Fund to SEI 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 lesser
of (x) the number of months remaining in
the then current term (including any
Renewal Term to which the Fund is
already committed) or (y) twelve months.
The Adviser shall pay the Buyout Amount
to SEI promptly after the effective date
of the Early Termination by means of
wire or other immediately available
funds. ADVISER EXPENSE REPAYMENT: FINRA
fees for mutual fund marketing materials
advanced by SEI, in its sole discretion
on behalf of a Fund or the undersigned
Adviser not covered under an expense
limitation agreement between a Fund and
the Adviser and such other fees as the
parties may mutually agree upon in
advance and in writing from time to time
shall be promptly repaid to SEI
("Repayment Obligation"). Any such
Repayment Obligation of the Adviser
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.
ASSUMPTIONS: The Adviser on behalf of each Fund shall
use commercially reasonable efforts to
implement automatic trade communication
to SEI and automated custody
reconciliation as soon as practicable
following the date of this Schedule.
The Adviser acknowledges and accepts
that the Trust structure in place
facilitates the administrative service
offering by SEI 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
Adviser 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
SPECIFIC OBLIGATIONS responsible for providing the following
information to the Administrator as
indicated:
(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:__________________________
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 Xxxxx Circle Partners Core Plus Fund, Xxxxx Circle Partners
Select Growth Equity Fund, Xxxxx Circle Partners High Yield Fund and Xxxxx
Circle Partners Multi-Sector Fixed Income Fund
BY: /s/ Xxxxxx Xxxxxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: VP & Secretary
SEI INVESTMENTS GLOBAL FUNDS SERVICES
BY: /s/ Xxxx Xxxxxxxxx
----------------------------------
Name: Xxxx Xxxxxxxxx
Title: Senior Vice President
AGREED TO AND ACCEPTED BY:
Xxxxx Circle Partners, L.P., Advisor to
Xxxxx Circle Partners Funds
BY: /s/ Xxxxxxx Xxxxxxx
-----------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Chief Oprating Officer
