INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT (the "Agreement") made as of this 6th day of
February, 2017 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 Xxxxxxx Xxxxxxx
Trees & Xxxxx, Inc. (the "Adviser"), a New York corporation with its principal
place of business at 000 Xxxx Xxxxxx, 00(xx) Xxxxx, Xxx Xxxx, Xxx Xxxx 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 shall be purchased for the
Fund, what securities shall be held or sold by the Fund, what derivatives
positions the Fund shall enter into, 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, By-Laws 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"), relating
to the Fund, 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. To
carry out such obligations, the Adviser shall exercise full discretion and
act for the Fund in the same manner and with the same force and effect as
the Fund itself might or could do with respect to purchases, sales or other
transactions, including but not limited to choosing banks, brokers, futures
commission merchants and other counterparties, executing agreements and
other documents as the Fund's agent, as well as all other such things
necessary or incidental to the furtherance or conduct of such purchases,
sales or other transactions. Without limiting the generality of the
foregoing, the Adviser has the authority to adhere on the Fund's behalf to
the applicable International Swaps and Derivatives Association ("ISDA")
over-the-counter ("OTC") derivatives transaction protocols and enter into
client agency agreements or other documents that may be required to effect
OTC derivatives transaction through swap execution facilities (i.e. SEFs).
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In connection with Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection
Act ("XXXX-XXXXX") and European Market Infrastructure Regulation ("EMIR")
compliance and compliance with any other laws or regulations adopted by a
jurisdiction in which the Adviser may operate on behalf of the Fund, the
Fund consents to and agrees that the Adviser and its affiliates or
subsidiaries are authorized to provide and disclose information concerning
the Fund as required by law for the purposes of satisfying applicable
transaction and other reporting requirements related to Xxxx-Xxxxx, XXXX
and such other laws or regulations. The Fund represents and warrants that
it will obtain a Global Markets Entity Identifier ("GMEI") or Legal Entity
Identifier ("LEI") and provide it to the Adviser or has requested and
authorized the Adviser to obtain a GMEI or LEI on its behalf. The Fund
shall promptly provide the Adviser with information which may reasonably be
requested by the Adviser or regulatory authorities, to comply with
Xxxx-Xxxxx, XXXX and other relevant laws and regulations.
(b) No reference in this Agreement to the Adviser having full
discretionary authority over the Fund's investments 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.
(c) 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 with reasonable notice
prior to implementation. In selecting the Fund's portfolio securities and
other investments 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 or successor legislation (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.
(d) 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 delegated to the
Adviser, the Adviser shall exercise its proxy voting responsibilities. The
Adviser shall carry out such responsibility in accordance with any
instructions that the Board shall provide from time to time, and at all
times in a manner consistent with Rule
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206(4)-6 under the Advisers Act or any successor rule 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 the Fund's 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 on behalf of the Fund and at the Fund's expense 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 refrain from voting a proxy if, in the Adviser's discretion, refraining
from voting would be in the best interests of the Fund and its
shareholders.
(e) 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 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
reasonable 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; provided that the Adviser may make and retain
copies of any such records prior to providing them to the Board or the
Trust.
(f) HOLDINGS INFORMATION AND PRICING. The Adviser shall provide
regular reports regarding Fund holdings as reasonably requested by the
Fund, 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 of any security held by the
Fundmay not reflect fair value. The Adviser agrees to provide upon request
any pricing information of which the Adviser is aware to the Trust, its
Board or any Fund pricing agent to assist in the determination of the fair
value of any Fund holdings for
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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 net asset value in accordance with
procedures and methods established by the Board.
(g) 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 implement procedures
reasonably designed to ensure that its Access Persons (as defined in the
Adviser's Code of Ethics) 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
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 immediately
notify the Trust of any material violation of the Code, whether or not such
violation relates to a security held by the Fund.
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 immediately 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
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
applicable to Adviser's obligations under this Agreement. Upon 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
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the Xxxxxxxx-Xxxxx Act. The Adviser will promptly notify the Trust in the
event (i) 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 or (ii) an actual change in control of the Adviser
resulting in an "assignment" (as defined in the 1940 Act) has occurred or
is otherwise reasonably expected to occur.
(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 and the Trust shall provide drafts of such
filings and for the Adviser's review prior to making any such filings
referring to the Fund. The Adviser will make its officers and employees
available to meet with the Board from time to time on due notice to review
its investment management services to the Fund in light of current and
prospective economic and market conditions and shall 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,
upon reasonable request, such information concerning portfolio transactions
as may be necessary to enable 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, 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 for the Fund's account
with brokers or dealers 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 for the Fund the most favorable execution and net
price available under the circumstances. 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 or Commission staff interpretations thereof. Therefore,
the Adviser is authorized to place orders for the purchase and sale of
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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.
(c) AGGREGATED TRANSACTIONS. On occasions when the Adviser deems the
purchase or sale of a security or futures contract or options thereon 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 futures contracts or options thereon
to be sold or purchased. In such event, the Adviser will allocate
securities or futures contracts or options thereon so purchased or sold, as
well as the expenses incurred in the transaction, in the manner the Adviser
reasonably considers to be equitable and consistent with its fiduciary
obligations to the Fund and to such other clients under the circumstances.
(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. The Adviser is hereby given the authority
to negotiate and enter into binding agreements and contracts in the name of
the Fund and on its behalf (including, but not limited to, brokerage
agreements, ISDA master agreements and schedules thereto, futures
agreements, clearing agreements, Master Securities Forward Transaction
Agreements, other master agreements, other transaction agreements,
investment transactions, confirmations of investment transactions, OTC
derivatives agreements, and related documents for investment transactions
and modifications thereto), and make representations (including
representations regarding the purchase of securities or other assets for
investment) in the Fund's name and on its behalf that the Adviser deems
appropriate to carry out its duties and services hereunder.
5. CUSTODY. 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.
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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 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. The Trust
agrees that the Adviser may provide its Form ADV in electronic form.
(c) FUND DISCLOSURE DOCUMENTS. The Adviser has reviewed, and the Trust
will in the future provide for Adviser's review upon reasonable notice and
Adviser shall so 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 the Adviser represents and warrants that, with
respect to language provided by Adviser, such Disclosure Documents contain
or will contain no untrue statement of any material fact and do not and
will not omit any statement of material fact required to be stated therein
or necessary to make the statements therein not misleading.
(d) USE OF THE NAMES "BNP PARIBAS" AND "XXXXXXX XXXXXXX TREES &
XXXXX". The Adviser has the right to use the names "BNP Paribas" and
"Xxxxxxx Xxxxxxx Trees & Xxxxx" in connection with its services to the
Trust and that, subject to the terms set forth in Section 8 of this
Agreement, the Trust shall have the right to use the names "BNP Paribas"
and "Xxxxxxx Xxxxxxx Trees & Xxxxx" in connection with the management and
operation of the Fund. 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 names
"BNP Paribas" and "Xxxxxxx Xxxxxxx Trees & Xxxxx."
(e) INSURANCE. The Adviser maintains errors and omissions insurance
coverage in an appropriate amount and shall provide prior written notice to
the Trust (i)
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of any material adverse 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 securities for the Fund, and that all selections shall be done
in accordance with what is in the best interest of the Fund.
(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 interests 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) 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. THE NAME "BNP PARIBAS". The Adviser grants to the Trust a license to use
the names "BNP Paribas"" (the "Name") as part of the name of the Fund. The
foregoing authorization by the Adviser to the Trust to use the Name as part of
the name of the Fund is not exclusive of the right of the Adviser itself to use,
or to authorize others to use, the Name; the Trust acknowledges and agrees that,
as between the Trust and the Adviser, the Adviser has the right to use, or
authorize others to use, the Name. The Trust shall (1) only use the Name in a
manner consistent with uses approved by the Adviser; (2) use its best efforts to
maintain the quality of the services offered using the Name; (3) adhere to such
other specific quality control standards as the Adviser may from time to time
promulgate; and (4) protect the reputation and goodwill of the Name. The Trust
acknowledges that the Name and the trademark associated therewith are the
valuable property of the Adviser or its affiliates. The Trust will (a) submit to
the Adviser for review and preapproval prior to use any promotional materials
using the Name; and (b) change the name of the Fund within one month of its
receipt of the Adviser's request, or such other shorter time period as may be
required under the terms of a settlement agreement or court order, so as to
eliminate all reference to the Name and will not thereafter transact any
business using the Name in the name of the Fund; provided, however, that to the
extent required by law, the Trust may continue to use beyond such date any
supplies of prospectuses, marketing materials and similar documents that the
Trust had on the date of such name change in quantities not exceeding those
historically produced and used in connection with such Fund.
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.
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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.
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, 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 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, in each case
upon at least 15 days' written notice to Adviser; 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
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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.
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 direct (and may retain a copy of such
books and records) 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.
(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 that are
included in the Fund's Disclosure Documents relating to the Adviser and its
affiliates, the Fund's investment strategies and related risks and other
information supplied by the Adviser for inclusion therein (the "Adviser
Information"); provided that the Adviser Information shall not be changed,
amended and/or otherwise modified without the express written consent of
the Adviser. The Adviser shall not be deemed by virtue of this Agreement to
have made any representation or warranty that any level of investment
performance or level of investment results will be achieved or that
Adviser's overall management of the Fund will be successful. The Fund
understands that investment decisions made for the Fund by the Adviser are
subject to various market, currency, economic, political and business
risks, and that those investment decisions will not always be profitable.
(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
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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"); provided, however, that the Adviser
shall not be liable for any Improper Investment made in good faith reliance
upon the written advice of counsel to the Fund.
(b) 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 to the extent not made in
good faith reliance upon the advice of counsel to the Fund; (iii) any
untrue statement of a material fact contained in any Disclosure Document
and supplied by the Adviser or the omission from a Disclosure Document of a
material fact relating to the Adviser and its affiliates, the Fund's
investment strategies and related risks and other information supplied by
the Adviser for inclusion in such Disclosure Document that is 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, negligence or reckless disregard of the duties
involved in the conduct of such person's office with the Trustor or its
duties under this Agreement.
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 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. CHANGE IN THE ADVISER'S OWNERSHIP. The Adviser agrees that it shall
notify the Trust of any anticipated or otherwise reasonably foreseeable change
in the ownership of the
11
Adviser within a reasonable time prior to such change being effected.
18. TRACK RECORD. Notwithstanding anything else to the contrary herein, the
Adviser shall retain a right to use the investment performance and track record
of the Fund (including in marketing materials) to the extent permitted by law.
Further, for the avoidance of doubt, the Adviser shall be entitled to retain a
copy and use records of each of its transactions and other records pertaining to
the Fund as are necessary to support any such uses of the investment performance
and track record.
19. JURISDICTION. This Agreement shall be governed by and construed in
accordance with the substantive laws of the State of Delaware and the
Sub-Adviser consents to the jurisdiction of courts, both state and federal, in
Delaware, with respect to any dispute under this Agreement.
20. 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.
21. 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.
12
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
XXXXXXX XXXXXXX TREES & XXXXX, INC.
By: /s/ Xxxxxx Xxxxx
-------------------------------
Name: Xxxxxx Xxxxx
Title: Chief Executive Officer
By: /s/ Xxxxx Xxxxxxx
--------------------
Name: Xxxxx Xxxxxxx
Title: Chief Legal and Compliance Officer
13
SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT
DATED FEBRUARY 6TH, 2017 BETWEEN
THE ADVISORS' INNER CIRCLE FUND III
AND
XXXXXXX XXXXXXX TREES & XXXXX, INC.
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
--------------------------------------------------------------------------------
BNP Paribas AM Absolute Return Fixed
Income Fund 0.35%
--------------------------------------------------------------------------------
BNP Paribas AM Global Inflation-Linked
Bond Fund 0.25%
--------------------------------------------------------------------------------
BNP Paribas AM Emerging Markets Equity
Fund 0.75%
--------------------------------------------------------------------------------
BNP Paribas AM MBS Fund 0.30%
--------------------------------------------------------------------------------
BNP Paribas AM U.S. Small Cap Equity Fund 0.75%
--------------------------------------------------------------------------------
BNP Paribas AM Emerging Markets Debt 0.50%
Fund
--------------------------------------------------------------------------------
A-1
