INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT (the "Agreement") made as of this 30th
day of October, 2015 by and between The Advisors' Inner Circle Fund III (the
"Trust"), a Delaware statutory trust registered as an investment company under
the Investment Company Act of 1940, as amended (the "1940 Act"), and PineBridge
Investments LLC (the "Adviser"), a limited liability company organized under
the laws of the state of Delaware with its principal place of business at 000
Xxxx Xxxxxx, Xxx Xxxx, XX 00000.
W I T N E S S E T H
WHEREAS, the Board of Trustees (the "Board") of the Trust has
selected the Adviser to act as investment adviser to the Trust on behalf of the
series set forth on Schedule A to this Agreement (the "Fund"), as such Schedule
may be amended from time to time upon mutual agreement of the parties, and to
provide certain related services, as more fully set forth below, and to perform
such services under the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and benefits
set forth herein, the Trust and the Adviser do hereby agree as follows:
1. THE ADVISER'S SERVICES.
(a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser shall act as
investment adviser with respect to the Fund. In such capacity, the Adviser
shall, subject to the supervision of the Board, regularly provide the Fund with
investment research, advice and supervision and shall furnish continuously an
investment program for the Fund, consistent with the investment objectives and
policies of the Fund. The Adviser shall determine, from time to time, what
securities, commodity interests and other investments shall be purchased, held,
sold, sold short, exchanged, converted, borrowed or lent for the Fund, and what
portion of the Fund's assets shall be held uninvested in cash, subject always to
the provisions of the Trust's Agreement and Declaration of Trust, ByLaws and its
registration statement on Form N-1A (the "Registration Statement") under the
1940 Act, and under the Securities Act of 1933, as amended (the "1933 Act"),
covering Fund shares, as filed with the Securities and Exchange Commission (the
"Commission"), and to the investment objectives, policies and restrictions of
the Fund, as each of the same shall be from time to time in effect. Subject to
the limitations described in the preceding sentence, the investments made by the
Adviser in the Fund may include, but shall not be limited to, debt and equity
securities (including securities of registered and unregistered collective
investment vehicles), repurchase and reverse repurchase agreements, derivatives
contracts, futures, options, options on futures, swaps, swaptions and foreign
currency forward contracts. To carry out such obligations, the Adviser shall
exercise full discretion and act for the Trust on behalf of the Fund, as the
Trust's agent and attorney-in-fact, in the same manner and with the same force
and effect as the Trust itself might or could do with respect to purchases,
sales or other transactions on behalf of the Fund, as well as with respect to
all other such things necessary or incidental to the furtherance or conduct of
such purchases, sales or other transactions. No reference in this Agreement to
the Adviser having full discretionary authority over the Fund's investments
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shall in any way limit the right of the Board, in its sole discretion, to
establish or revise policies in connection with the management of the Fund's
assets or to otherwise exercise its right to control the overall management of
the Fund. The Trust recognizes that the Adviser and its affiliates have
investments of their own and are acting as investment managers for others. The
Trust also recognizes that the Adviser may be or become associated with other
investment entities and engage in investment management for others. Except to
the extent necessary to perform its obligations hereunder, nothing herein shall
be deemed to require the Adviser to devote any minimum amount of time or
attention to the management of the Fund. Except as otherwise expressly provided
herein, nothing herein shall be deemed to limit or restrict the right of the
Adviser to engage in, or to devote time and attention to the management of any
other business, whether of a similar or dissimilar nature, or to render
services of any kind to any other corporation, firm, individual or association.
The Adviser may on occasion give advice or take action with respect to other
investment entities that it manages that differs from the advice given with
respect to the Fund. The Trust acknowledges and agrees that the Adviser makes
no representation or warranty, express or implied, that any level of
performance or investment results will be achieved by the Fund or that the Fund
will perform comparably with any standard or index or on an absolute basis,
including other clients of the Adviser, whether public or private.
(b) COMPLIANCE. The Adviser agrees to comply with the requirements of
the 1940 Act, the Investment Advisers Act of 1940, as amended (the "Advisers
Act"), the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934
Act"), the Commodity Exchange Act and the respective rules and regulations
thereunder, as applicable, as well as with all other applicable federal and
state laws, rules, regulations and case law that relate to the services and
relationships described hereunder and to the conduct of its business as a
registered investment adviser. The Adviser also agrees to comply with the
objectives, policies and restrictions set forth in the Registration Statement,
as amended or supplemented, of the Fund, and with any policies, guidelines,
instructions and procedures approved by the Board and provided to the Adviser;
provided, however, that notwithstanding any other provision of this Agreement,
the Adviser shall not be bound by, or liable for failure to comply with, any of
the foregoing, or any update, modification or amendment thereto, unless and
until the Adviser has been provided a copy of such item and a reasonable
opportunity to comply therewith. In selecting the Fund's portfolio securities
and performing the Adviser's obligations hereunder, the Adviser shall cause the
Fund to comply with the diversification and source of income requirements of
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), for
qualification as a regulated investment company. The Adviser shall maintain
compliance procedures that it reasonably believes are adequate to ensure its
compliance with the foregoing. No supervisory activity undertaken by the Board
shall limit the Adviser's full responsibility for any of the foregoing.
(c) PROXY VOTING. The Board has the authority to determine how
proxies with respect to securities that are held by the Fund shall be voted,
and the Board has initially determined to delegate the authority and
responsibility to vote proxies for the Fund's securities to the Adviser. So
long as proxy voting authority for the Fund has been
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delegated to the Adviser, the Adviser shall exercise its proxy voting
responsibilities. The Adviser shall carry out such responsibility in accordance
with its own written proxy voting policies and procedures and in accordance
with any instructions that the Board may provide to the Adviser in advance in
writing from time to time, and at all times in a manner consistent with Rule
206(4)-6 under the Advisers Act and its fiduciary responsibilities to the
Trust. The Adviser shall provide periodic reports and keep records relating to
proxy voting as the Board may reasonably request or as may be necessary for the
Fund to comply with the 1940 Act and other applicable law. Any such delegation
of proxy voting responsibility to the Adviser may be revoked or modified by the
Board at any time.
The Adviser is authorized to instruct the Fund's custodian and/or broker(s) to
forward promptly to the Adviser or designated service provider copies of all
proxies and shareholder communications relating to securities held in the
portfolio of a Fund [(other than materials relating to legal proceedings
against the Fund. The Adviser may also instruct the Fund's custodian and/or
broker(s) to provide reports of holdings in the portfolio of the Fund. The
Adviser has the authority to engage a service provider to assist with
administrative functions related to voting Fund proxies. The Trust shall direct
the Fund's custodian and/or broker(s) to provide any assistance requested by
the Adviser in facilitating the use of a service provider. In no event shall
the Adviser have any responsibility to vote proxies that are not received on a
timely basis. The Trust acknowledges that the Adviser, consistent with the
Adviser's written proxy voting policies and procedures, may abstain or refrain
from voting a proxy if, in the Adviser's discretion, abstaining or refraining
from voting would be in the best interests of the Fund and its shareholders.
The Trust agrees that the Adviser shall have power and authority hereunder, but
no responsibility or obligation, to take any action with regard to any claim or
potential claim in any bankruptcy proceedings, class action securities
litigation, or other litigation or proceeding affecting securities or other
instruments held at any time in the Fund, including, without limitation, to
file proofs of claim or other documents related to such proceedings (the
"Litigation"), or to investigate, initiate, supervise, or monitor the
Litigation involving the Fund's assets, and the Adviser acknowledges and agrees
that such power and authority, but no such responsibility or obligation, is
delegated hereunder. Nevertheless, the Adviser agrees that it shall provide the
Trust with any and all documentation or information related to the Litigation
as may reasonably be requested by the Trust.
(d) RECORDKEEPING. The Adviser shall not be responsible for the
provision of administrative, bookkeeping or accounting services to the Fund,
except as otherwise provided herein or as may be necessary for the Adviser to
supply to the Trust or its Board the information required to be supplied under
this Agreement.
The Adviser shall maintain separate books and detailed records of all
matters pertaining to Fund assets advised by the Adviser required by Rule 31a-1
under the 1940 Act (other than those records being maintained by any
administrator, custodian or
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transfer agent appointed by the Fund) relating to its responsibilities provided
hereunder with respect to the Fund, and shall preserve such records for the
periods and in a manner prescribed therefore by Rule 31a-2 under the 1940 Act
(the "Fund Books and Records"). The Fund Books and Records shall be available
to the Board at any time upon request, shall be delivered to the Trust upon the
termination of this Agreement and shall be available without delay during any
day the Trust is open for business.
(e) HOLDINGS INFORMATION AND PRICING. The Adviser shall provide
regular reports regarding Fund holdings, and may, on its own initiative,
furnish the Trust and its Board from time to time with whatever information the
Adviser believes is appropriate for this purpose. The Adviser agrees to notify
the Trust promptly if the Adviser reasonably believes that the value assigned
by the Trust's [administrator] to any security or other instrument held by the
Fund may not reflect fair value. The Trust agrees that the Adviser is not
responsible for pricing the Fund's securities and other instruments, however,
the Adviser agrees to provide upon reasonable request any pricing information
of which the Adviser is aware to the Trust, its Board and/or any Fund pricing
agent to assist in the determination of the fair value of any Fund holdings for
which market quotations are not readily available or as otherwise required in
accordance with the 1940 Act or the Trust's valuation procedures for the
purpose of calculating the Fund's net asset value per share in accordance with
procedures and methods established by the Board.
(f) COOPERATION WITH AGENTS OF THE TRUST. The Adviser agrees to
cooperate with and provide reasonable assistance to the Trust, any Trust
custodian or foreign sub-custodians, any Trust pricing agents and all other
agents and representatives of the Trust with respect to such information
regarding the Fund as such entities may reasonably request from time to time in
the performance of their obligations, provide prompt responses to reasonable
requests made by such persons and establish appropriate interfaces with each so
as to promote the efficient exchange of information and compliance with
applicable laws and regulations.
2. CODE OF ETHICS. The Adviser has adopted a written code of ethics
that it reasonably believes complies with the requirements of Rule 17j-1 under
the 1940 Act, which it has provided to the Trust. The Adviser shall take steps
reasonably necessary to prevent its Access Persons (as defined in the Adviser's
Code of Ethics) from failing to comply in all material respects with the
Adviser's Code of Ethics, as in effect from time to time. Upon request, the
Adviser shall provide the Trust with a (i) copy of the Adviser's current Code
of Ethics, as in effect from time to time, and (ii) certification that it has
adopted procedures reasonably necessary to prevent Access Persons from engaging
in any conduct prohibited by the Adviser's Code of Ethics. Annually, the
Adviser shall furnish a written report, which complies with the requirements of
Rule 17j-1, concerning the Adviser's Code of Ethics to the Trust's Board. The
Adviser shall respond to reasonable requests for information from the Trust as
to violations of the Code by Access Persons and the sanctions imposed by the
Adviser. The Adviser shall promptly notify the Trust of any material violation
of the Code that relates to a security held by the Fund.
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3. INFORMATION AND REPORTING. The Adviser shall provide the Trust and
its officers with such periodic reports concerning the obligations the Adviser
has assumed under this Agreement as the Trust may from time to time reasonably
request.
(a) NOTIFICATION OF BREACH / COMPLIANCE REPORTS. The Adviser shall
notify the Trust's chief compliance officer promptly upon detection of (i) any
material failure to manage the Fund in accordance with its investment
objectives and policies or any applicable law; or (ii) any material breach of
any of the Fund's or the Adviser's policies, guidelines or procedures. In
addition, the Adviser shall provide a quarterly report in such form as shall be
mutually agreed to by the parties hereto regarding the Fund's compliance with
its investment objectives and policies, applicable law, including, but not
limited to the 1940 Act and Subchapter M of the Code, and the Fund's policies,
guidelines or procedures as applicable to the Adviser's obligations under this
Agreement. The Adviser agrees to correct any such failure promptly and to take
any action that the Board may reasonably request in connection with any such
breach. Upon reasonable request, the Adviser shall also provide the officers
of the Trust with supporting certifications in connection with such
certifications of Fund financial statements and disclosure controls pursuant to
the Xxxxxxxx-Xxxxx Act. Except as prohibited by applicable law, regulation or
administrative order, the Adviser will promptly notify the Trust in the event
the Adviser is served or otherwise receives notice of any action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by any
court, public board, or body, involving the affairs of the Trust (excluding
class action suits in which the Fund is a member of the plaintiff class by
reason of the Fund's ownership of shares in the defendant) or the compliance by
the Adviser with the federal or state securities laws. Except as prohibited by
applicable law, regulation or administrative order, the Adviser will notify the
Trust in the event an actual change in control of the Adviser resulting in an
"assignment" (as defined in the 0000 Xxx) has occurred and will notify the
Trust of any anticipated or otherwise reasonably foreseeable change in control
of the Adviser within a reasonable time prior to such change in control being
effected; provided, however, that the Adviser's notification to the Trust of
any material anticipated or otherwise reasonably foreseeable change in control
of the Adviser shall be deemed to have been given timely if it is given to the
Trust in conjunction with such notification to the Adviser's other clients.
(b) BOARD AND FILINGS INFORMATION. The Adviser will provide the Trust
with any information reasonably requested regarding its management of the Fund
required for any meeting of the Board, or for any shareholder report, Form
N-CSR, Form N-Q, Form N-PX, Form N-SAR, amended registration statement, proxy
statement, or prospectus supplement to be filed by the Trust with the
Commission. The Adviser will make its officers and employees available to meet
with the Board from time to time on reasonable advance notice to review its
investment management services to the Fund in light of current and prospective
economic and market conditions and shall, upon reasonable request, furnish to
the Board such information as may reasonably be necessary in order for the
Board to evaluate this Agreement or any proposed amendments thereto.
(c) TRANSACTION INFORMATION. The Adviser shall furnish to the Trust
such information concerning portfolio transactions as may reasonably be
necessary to enable
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the Trust or its designated agent to perform such compliance testing on the
Fund and the Adviser's services as the Trust may, in its sole discretion,
determine to be appropriate. The provision of such information by the Adviser
to the Trust or its designated agent in no way relieves the Adviser of its own
responsibilities under this Agreement.
4. BROKERAGE.
(a) PRINCIPAL TRANSACTIONS. In connection with purchases or sales of
securities for the account of the Fund, neither the Adviser nor any of its
directors, members, managers, officers or employees will act as a principal or
agent or receive any commission except as permitted by the 1940 Act.
(b) PLACEMENT OF ORDERS. The Adviser shall arrange for the placing
of all orders for the purchase and sale of securities and other investments for
the Fund's account with brokers, dealers or counterparties selected by the
Adviser. In the selection of such brokers or dealers and the placing of such
orders, the Adviser is directed at all times to seek to obtain for the Fund the
most favorable execution and net price available under the circumstances.
Among other considerations, the Adviser may consider all factors it deems
relevant, including by way of illustration, price, the size of the transaction,
the nature of the market for the security or instrument, the amount of the
commission, the timing and difficulty of the transaction taking into account
market prices and trends, the reputation, experience and financial stability of
the broker or dealer, and the quality of service rendered by the broker or
dealer in other transactions. It is also understood that it is desirable for
the Fund that the Adviser have access to brokerage and research services
provided by brokers who may execute brokerage transactions at a higher cost to
the Fund than may result when allocating brokerage to other brokers, consistent
with section 28(e) of the 1934 Act and any Commission staff interpretations
thereof. Therefore, the Adviser is authorized to place orders for the purchase
and sale of securities for the Fund with such brokers, subject to review by the
Board from time to time with respect to the extent and continuation of this
practice. It is understood that the services provided by such brokers may be
useful to the Adviser in connection with its or its affiliates' services to
other clients and that the Fund may not be the direct or exclusive beneficiary
of any such services and that another broker may be willing to charge the Fund
a lower commission on the particular transaction.
(c) AGGREGATED TRANSACTIONS. On occasions when the Adviser deems the
purchase or sale of a security to be in the best interest of the Fund as well
as other clients of the Adviser, the Adviser may, to the extent permitted by
applicable law and regulations, aggregate the order for securities or other
instruments to be sold or purchased. In such event, the Adviser will allocate
securities or futures contracts or other instruments so purchased or sold, as
well as the expenses incurred in the transaction, in the manner the Adviser
reasonably considers to be equitable over time and consistent with its
fiduciary obligations to the Fund and to such other clients under the
circumstances.
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(d) AFFILIATED BROKERS. The Adviser or any of its affiliates may act
as broker in connection with the purchase or sale of securities or other
investments for the Fund, subject to: (a) the requirement that the Adviser seek
to obtain best execution and price within the policy guidelines determined by
the Board and set forth in the Fund's current Registration Statement; (b) the
provisions of the 1940 Act; (c) the provisions of the Advisers Act; (d) the
provisions of the 1934 Act; and (e) other provisions of applicable law. These
brokerage services are not within the scope of the duties of the Adviser under
this Agreement. Subject to the requirements of applicable law and any
procedures adopted by the Board, the Adviser or its affiliates may receive
brokerage commissions, fees or other remuneration from the Fund for these
services in addition to the Adviser's fees for services under this Agreement.
(e) CONTRACTING AUTHORITY. In the name of the Trust on behalf of the
Fund, and which shall be binding on the Trust on behalf of the Fund, the
Adviser is hereby given the authority, as the Trust's agent and
attorney-in-fact, to negotiate and enter into agreements and contracts
(including, but not limited to, brokerage agreements, International Swap
Dealers Association ("ISDA") master agreements and schedules thereto, futures
agreements, clearing agreements, Master Securities Forward Transaction
Agreements, other master agreements, other transaction and collateral
agreements, investment transactions, confirmations of investment transactions
and related documents for investment transactions and modifications thereto),
and make representations (including representations regarding the purchase of
securities or other investments) that the Adviser deems appropriate to carry
out its duties and services hereunder.
5. CUSTODY. The Adviser shall have the authority to instruct the
Fund's custodian to: (i) pay cash for securities and other property delivered
to the custodian, (ii) deliver securities and other property against payment
for the Fund, and (iii) to transfer assets and funds to such brokerage accounts
as the Adviser may designate, all consistent with the powers, authorities and
limitations set forth herein. Nothing in this Agreement shall permit the
Adviser to take or receive physical possession of cash, securities or other
investments of the Fund.
6. ALLOCATION OF CHARGES AND EXPENSES. The Adviser will bear its own
costs of providing services hereunder. Other than as herein specifically
indicated, the Adviser shall not be responsible for the Fund's expenses,
including brokerage and other expenses incurred in placing orders for the
purchase and sale of securities and other investment instruments.
7. REPRESENTATIONS, WARRANTIES AND COVENANTS.
(a) PROPERLY REGISTERED. The Adviser is registered as an investment
adviser under the Advisers Act, and will remain so registered for the duration
of this Agreement. The Adviser is not prohibited by the Advisers Act or the 1940
Act from performing the services contemplated by this Agreement, and to the best
knowledge of the Adviser, there is no proceeding or investigation that is
reasonably likely to result in the Adviser being prohibited from performing the
services contemplated by this Agreement. The Adviser agrees to promptly notify
the Trust of the occurrence of any event that would disqualify the Adviser from
serving as an investment adviser to an investment company. The
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Adviser is in compliance in all material respects with all applicable federal
and state law in connection with its investment management operations.
(b) ADV DISCLOSURE. The Adviser has provided the Trust with a copy of
its Form ADV Part I as most recently filed with the SEC and its current Part II
and will, promptly after filing any amendment to its Form ADV with the SEC
updating its Part II, furnish a copy of such amendments or updates to the
Trust. The information contained in the Adviser's Form ADV is accurate and
complete in all material respects and does not omit to state any material fact
necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading.
(c) FUND DISCLOSURE DOCUMENTS. The Adviser has reviewed (as
available), and will in the future review, the Registration Statement, summary
prospectus, prospectus, statement of additional information, periodic reports
to shareholders, reports and schedules filed with the Commission (including any
amendment, supplement or sticker to any of the foregoing) and advertising and
sales material relating to the Fund (collectively the "Disclosure Documents")
and represents and warrants that such Disclosure Documents contain or will
contain no untrue statement of any material fact made by the Adviser and do not
and will not omit any statement of material fact required to be stated by the
Adviser therein or necessary to make the statements therein not misleading.
(d) USE OF THE NAME OF THE FUND; COMPOSITE PERFORMANCE. The Adviser
has the right to use the name of the Fund in connection with its services to
the Trust. The Adviser also has the right to include the total return earned by
the Fund in the calculation of Adviser's composite performance information. The
Adviser is not aware of any threatened or existing actions, claims, litigation
or proceedings that would adversely affect or prejudice the rights of the
Adviser or the Trust to use the name of the Fund. The Trust shall not have the
right to use the name "PineBridge" in connection with the management and
operation of the Fund except upon such terms as have been agreed to by the
Adviser or its designee in advance in writing.
(e) INSURANCE. The Adviser maintains errors and omissions insurance
coverage and except as prohibited by applicable law, regulation or
administrative order, shall provide written notice to the Trust (i) of any
material changes in its insurance policies or insurance coverage; or (ii) if
any material claims are made on its insurance policies. Furthermore, the
Adviser shall, upon reasonable request, provide the Trust with any information
it may reasonably require concerning the amount of or scope of such insurance.
(f) NO DETRIMENTAL AGREEMENT. The Adviser represents and warrants
that it has no arrangement or understanding with any party, other than the
Trust, that would influence the decision of the Adviser with respect to its
selection of investments for the Fund, and that all selections shall be done in
accordance with what the Adviser believes to be in the best interest of the
Fund.
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(g) CONFLICTS. The Adviser shall act honestly, in good faith and in
the best interests of the Trust including requiring any of its personnel with
knowledge of Fund activities to place the interest of the Fund first, ahead of
their own interests, in all personal trading scenarios that may involve a
conflict of interest with the Fund, consistent with its fiduciary duties under
applicable law.
(h) DULY ORGANIZED/GOOD STANDING. Each party hereto represents and
warrants to the other party that it is duly organized, validly existing, and in
good standing under the laws of the jurisdiction of its organization, and is
qualified to do business in each jurisdiction in which failure to be so
qualified would reasonably be expected to have a material adverse effect upon
it.
(i) ENFORCEABLE AGREEMENT. Each party hereto represents and warrants
to the other party that this Agreement is enforceable against it in accordance
with its terms, subject as to enforcement to bankruptcy, insolvency,
reorganization, arrangement, moratorium, and other similar laws of general
applicability relating to or affecting creditors' rights and to general equity
principles.
(j) NO MATERIAL PENDING ACTIONS. Each party hereto represents and
warrants to the other party that, to the best of its knowledge, there are no
material pending actions, suits, proceedings, or investigations before or by
any court, governmental, administrative, or self-regulatory body, board of
trade, exchange, or arbitration panel to which it or any of its affiliates, is
a party or to which it or its affiliates or any of its or its affiliates'
assets are subject, nor has it or any of is affiliates received any notice of
an investigation or inquiry by any court, governmental, administrative, or
self-regulatory body, board of trade, exchange, or arbitration panel regarding
any of their respective activities which might reasonably be expected to result
in a material adverse effect on such party or which might reasonably be
expected to impair materially such party's ability to discharge its obligations
under this Agreement.
(k) COMPLIANCE WITH APPLICABLE LAW. Each party represents and
warrants to the other party that it has complied with and will continue to
comply with all applicable federal and state laws, rules, regulations, case
law, court orders and governmental orders to which such party is subject in
connection with the execution and performance of this Agreement.
(l) APPROVAL BY TRUST. The Trust represents and warrants to the
Adviser that this Agreement has been properly approved according to applicable
laws, rules and regulations by the initial shareholder of the Fund, the
Trustees of the Trust and those Trustees of the Trust who are not parties to
this Agreement or interested persons of any such party.
(m) NFA NOTICE. The Trust has filed a notice of eligibility with the
National Futures Association ("NFA") for an exclusion from the definition of
the term "commodity pool operator" with respect to the Fund pursuant to Rule
4.5 under the Commodity Exchange Act. The Adviser is either registered with the
U.S. Commodity Futures Trading Commission ("CFTC") as a "commodity pool
operator" and a
9
"commodity trading adviser" and a member in good standing of the NFA or is
relying on an applicable exemption or exclusion from registration as a
commodity pool operator and a commodity trading adviser.
(n) LICENSES AND REGISTRATIONS. Each party represents and warrants to
the other party that it has all governmental, regulatory, self-regulatory, and
exchange licenses, registrations, memberships, and approvals required to enter
into this Agreement and it will obtain and maintain any such required licenses,
registrations, memberships, and approvals.
(o) REPRESENTATIONS. The representations and warranties in this
Section 7 shall be deemed to be made on the date this Agreement is executed and
at the time of delivery of the quarterly compliance report required by Section
3(a), whether or not specifically referenced in such report.
8. PROMOTIONAL MATERIALS. Prior to the public dissemination thereof,
the Trust shall submit to the Adviser any promotional materials using the name
"PineBridge" for comment and approval by the Adviser.
9. ADVISER'S COMPENSATION. The Fund shall pay to the Adviser, as
compensation for the Adviser's services hereunder, a fee, determined as
described in Schedule A that is attached hereto and made a part hereof. Such
fee shall be computed daily and paid not less than monthly in arrears by the
Fund.
The method for determining net assets of the Fund for purposes hereof
shall be the same as the method for determining net assets for purposes of
establishing the offering and redemption prices of Fund shares as described in
the Fund's prospectus. In the event of termination of this Agreement, the fee
provided in this Section shall be computed on the basis of the period ending on
the last business day on which this Agreement is in effect subject to a pro
rata adjustment based on the number of days elapsed in the current month as a
percentage of the total number of days in such month.
10. INDEPENDENT CONTRACTOR. In the performance of its duties
hereunder, the Adviser is and shall be an independent contractor and, unless
otherwise expressly provided herein or otherwise authorized in writing, shall
have no authority to act for or represent the Trust or the Fund in any way or
otherwise be deemed to be an agent of the Trust or the Fund. If any occasion
should arise in which the Adviser gives any advice to its clients concerning
the shares of the Fund, the Adviser will act solely as investment counsel for
such clients and not in any way on behalf of the Fund.
11. ASSIGNMENT AND AMENDMENTS. This Agreement shall automatically
terminate, without the payment of any penalty, in the event of its assignment
(as defined in section 2(a)(4) of the 1940 Act); provided that such termination
shall not relieve the Adviser of any liability incurred hereunder prior to the
date of termination.
This Agreement may not be added to or changed orally and may not be
modified or rescinded except by a writing signed by the parties hereto and in
accordance with the 1940 Act,
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when applicable.
12. DURATION AND TERMINATION.
This Agreement shall become effective as of the date executed and
shall remain in full force and effect continually thereafter, subject to
renewal as provided in Section 12(c) and unless terminated automatically as set
forth in Section 11 hereof or until terminated as follows:
(a) The Trust may cause this Agreement to terminate, after providing
the Adviser sixty (60) days' written notice, either (i) by vote of its Board or
(ii) with respect to the Fund, upon the affirmative vote of a majority of the
outstanding voting securities of the Fund; or
(b) The Adviser may at any time terminate this Agreement by not more
than sixty (60) days' nor less than thirty (30) days' written notice delivered
or mailed by registered mail, postage prepaid, to the Trust; or
(c) This Agreement shall automatically terminate two years from the
date of its execution unless its renewal is specifically approved at least
annually thereafter by (i) a majority vote of the Trustees, including a
majority vote of such Trustees who are not interested persons of the Trust or
the Adviser, at a meeting called for the purpose of voting on such approval; or
(ii) the vote of a majority of the outstanding voting securities of the Fund;
provided, however, that if the continuance of this Agreement is submitted to
the shareholders of the Fund for their approval and such shareholders fail to
approve such continuance of this Agreement as provided herein, the Adviser may
continue to serve hereunder as to the Fund in a manner consistent with the 1940
Act and the rules and regulations thereunder; and
(d) Termination of this Agreement pursuant to this Section shall be
without payment of any penalty and each party hereto may waive any notice
period to which it is entitled pursuant to this Section 12 in its sole
discretion upon written notice to the other party hereto.
In the event of termination of this Agreement for any reason, the
Adviser shall, immediately upon notice of termination or on such later date as
may be specified in such notice, cease all activity on behalf of the Fund and
with respect to any of its assets, except as otherwise required by any
fiduciary duties of the Adviser under applicable law. In addition, the Adviser
shall deliver the Fund Books and Records to the Trust by such means and in
accordance with such schedule as the Trust shall reasonably direct and shall
otherwise cooperate, as reasonably directed by the Trust, in the transition of
portfolio asset management to any successor of the Adviser.
13. CERTAIN DEFINITIONS. For the purposes of this Agreement:
(a) "Affirmative vote of a majority of the outstanding voting
securities of the Fund" shall have the meaning as set forth in the 1940 Act,
subject, however, to such exemptions as may be granted by the Commission under
the 1940 Act or any interpretations of the Commission staff.
11
(b) "Interested persons" and "Assignment" shall have their respective
meanings as set forth in the 1940 Act, subject, however, to such exemptions as
may be granted by the Commission under the 1940 Act or any interpretations of
the Commission staff.
14. LIABILITY OF THE ADVISER.
(a) The Adviser shall have responsibility for the accuracy and
completeness (and liability for the lack thereof) of statements in the Fund's
Disclosure Documents.
(b) The Adviser shall be liable to the Fund for any loss (including
transaction costs) incurred by the Fund as a result of any investment made by
the Adviser in contravention of: (i) any investment policy, guideline or
restriction set forth in the Registration Statement or as approved by the Board
from time to time and provided to the Adviser; or (ii) applicable law, including
but not limited to the 1940 Act and the Code (including but not limited to the
Fund's failure to satisfy the diversification or source of income requirements
of Subchapter M of the Code) (the investments described in this subsection (b)
collectively are referred to as "Improper Investments").
(c) The Adviser shall indemnify and hold harmless the Trust, each
affiliated person of the Trust within the meaning of Section 2(a)(3) of the
1940 Act, and each person who controls the Trust within the meaning of Section
15 of the 1933 Act (any such person, an "Indemnified Party") against any and
all losses, claims, damages, expenses or liabilities (including the reasonable
cost of investigating and defending any alleged loss, claim, damage, expense or
liability and reasonable counsel fees incurred in connection therewith) to
which any such person may become subject under the 1933 Act, the 1934 Act, the
1940 Act or other federal or state statutory law or regulation, at common law
or otherwise, insofar as such losses, claims, damages, expenses or liabilities
(or actions in respect thereof) arise out of or are based upon: (i) a breach by
the Adviser of this Agreement or of the representations and warranties made by
the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or
alleged untrue statement of a material fact contained in any Disclosure
Document or the omission or alleged omission from a Disclosure Document of a
material fact required to be stated therein or necessary to make the statements
therein not misleading; or (iv) the Adviser's performance or non-performance of
its duties hereunder; provided, however, that nothing herein shall be deemed to
protect any Indemnified Party who is a Trustee or officer of the Trust against
any liability to the Trust or to its shareholders to which such Indemnified
Party would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
such person's office with the Trust.
15. ENFORCEABILITY. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to such jurisdiction be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms or
12
provisions of this Agreement or affecting the validity or enforceability of any
of the terms or provisions of this Agreement in any other jurisdiction.
16. LIMITATION OF LIABILITY. The parties to this Agreement
acknowledge and agree that all litigation arising hereunder, whether direct or
indirect, and of any and every nature whatsoever shall be satisfied solely out
of the assets of the affected Fund and that no Trustee, officer or holder of
shares of beneficial interest of the Fund shall be personally liable for any of
the foregoing liabilities.
17. JURISDICTION. This Agreement shall be governed by and construed
in accordance with the substantive laws of the State of Delaware and the
Adviser consents to the jurisdiction of courts, both state and federal, in
Delaware, with respect to any dispute under this Agreement.
18. PARAGRAPH HEADINGS. The headings of paragraphs contained in this
Agreement are provided for convenience only, form no part of this Agreement and
shall not affect its construction.
19. COUNTERPARTS. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
20. NOTICES. Except as otherwise specifically provided herein, all
communications under this Agreement must be in writing and will be deemed duly
given and received when delivered personally, when sent by facsimile where the
sending party has received electronic confirmation of transmission or three
days after being deposited for next-day delivery with an internationally
recognized overnight international delivery service, properly addressed to the
party to receive such notice at the party's address specified herein, or at any
other address that any party may designate by notice to the others.
IF TO THE ADVISER:
PineBridge Investments LLC
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Chief Legal Officer
IF TO THE TRUST:
The Advisors' Inner Circle Fund III
0 Xxxxxxx Xxxxxx Xxxxx
Xxxx, XX 00000
[Signature Page Follows]
13
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be signed on their behalf by their duly authorized officers as of the date
first above written.
THE ADVISORS' INNER CIRCLE FUND III, on behalf of the
Fund(s) listed on Schedule A
By: /s/ Xxxxxxx Xxxxxxx
------------------------------
Name: Xxxxxxx Xxxxxxx
Title: President
PINEBRIDGE INVESTMENTS LLC
By: /s/ Xxxxxxx Xxxxx
------------------------------
Name: Xxxxxxx Xxxxx
Title: Managing Director
14
SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT
DATED OCTOBER 30, 2015 BETWEEN
THE ADVISORS' INNER CIRCLE FUND III
AND
PINEBRIDGE INVESTMENTS LLC
The Trust will pay to the Adviser as compensation for the Adviser's services
rendered, a fee, computed daily at an annual rate based on the average daily
net assets of the Fund in accordance the following fee schedule:
FUND RATE
--------------------------------------------------------------------------------
PineBridge Dynamic Asset Allocation Fund 0.75%
A-1
