SERIES SCHEDULE DATED MARCH 27, 2014 TO
ADMINISTRATION AGREEMENT
DATED AS OF FEBRUARY 12, 2014
BETWEEN
THE ADVISORS' INNER CIRCLE FUND III,
AND XXXXXX ASSET MANAGEMENT U.S.A. INC. (THE "INVESTMENT ADVISER")
ON BEHALF OF THE NOMURA HIGH YIELD FUND
AND
SEI INVESTMENTS GLOBAL FUNDS SERVICES
SERIES OF FUNDS: Nomura High Yield Fund, 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 Adviser agrees to waive its
fees or reimburse a Fund's expenses, in which case such fees shall
be paid by the Investment Adviser. 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: 12 basis points on the first $250 million in assets; 10 basis
points for assets between $250 million and $750 million; 8 basis
points for all assets in excess of $750 million
The Asset Based Fee shall be calculated based on the average daily
net assets of the Fund during the relevant period.
ANNUAL MINIMUM FEE: The initial Annual Minimum Fee shall be $125,000 per Fund.
The Annual Minimum Fee shall thereafter be increased at a rate of
$125,000 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.
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 Adviser 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: Nomura Asset Management U.S.A. Inc. -- New Fund
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 Investment 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 $1,000 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: After conclusion of the Initial Term, the non-asset based 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. An Annual CPI Increase may only
be effectuated by SEI as of the first day of a calendar quarter, 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 the increase.
REORGANIZATION FEES: The Investment 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.
Notwithstanding the foregoing, solely with respect to the proposed
reorganization of the Nomura High Yield Fund into the Trust, the
Adviser shall pay SEI a transaction charge of $25,000 for such
Reorganization Event.
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 Investment 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 this Schedule shall continue in effect with respect to each
Fund for a period of three 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, 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 SEI or the Investment
Adviser of a Fund at the end of the Initial Term or the end of any
Renewal Term on one hundred eighty days prior written notice; (b) by
SEI or the Investment Adviser of 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 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
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 Investment Adviser by sale, merger,
reorganization, acquisition or other disposition of substantially all of the
assets of the Investment 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.
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.
EARLY TERMINATION: Subject to the terms and conditions set forth in this paragraph, the
parties may agree to terminate this Schedule 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 terminating Fund shall not be in material breach of
the Agreement (including this Schedule) and (ii) the Investment Adviser
shall pay the 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). The Investment Adviser shall pay the Buyout Amount to SEI
on or before the effective date of the Early Termination by means of wire
or other immediately available funds.
ADVISER EXPENSE REPAYMENT: Any and all out of pocket fees, costs, or expenses advanced by SEI, in
its sole discretion on behalf of a Fund or the undersigned Investment
Adviser, as a result of any failure to fully satisfy and comply with any
and all applicable fund expense caps or expense ratio limits, shall be
the responsibility of the Investment Adviser and shall be promptly
repaid to SEI ("REPAYMENT OBLIGATION"). Any such Repayment
Obligation of the Investment 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 Investment 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 Investment 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 Investment 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 ADVISER The Investment Adviser shall be responsible for providing the
SPECIFIC OBLIGATIONS following information to the Administrator as indicated:
(a) A list of contact persons (primary, backup and secondary backup) of
each Series' Investment Adviser, 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 Adviser 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 March 27, 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 Nomura High Yield Fund
BY: /s/ Xxxxxxx Xxxxxxx
-----------------------
Name: Xxxxxxx Xxxxxxx
Title: President
SEI INVESTMENTS GLOBAL FUNDS SERVICES
BY: /s/ Xxxxxxx X. Xxxxx
------------------------
Name: Xxxxxxx X. Xxxxx
Title: President
AGREED TO AND ACCEPTED BY:
NOMURA ASSET MANAGEMENT U.S.A. INC., Investment Adviser to Nomura High Yield
Fund
BY: /s/ Xxxxxxxxx Xxxx
-----------------------------------
Name: Xxxxxxxxx Xxxx
Title: Chief Administrative Officer
