SERIES SCHEDULE DATED MARCH 14, 2014 TO
ADMINISTRATION AGREEMENT
DATED AS OF FEBRUARY 12, 2014
BETWEEN
THE ADVISORS' INNER CIRCLE FUND III,
AND
NORTHPOINTE CAPITAL, LLC (THE "INVESTMENT ADVISOR")
ON BEHALF OF THE
NORTHPOINTE SMALL CAP VALUE FUND
NORTHPOINTE SMALL CAP GROWTH FUND
NORTHPOINTE LARGE CAP VALUE FUND
NORTHPOINTE MICRO CAP EQUITY FUND
AND
SEI INVESTMENTS GLOBAL FUNDS SERVICES
SERIES OF FUNDS: NorthPointe Small Cap Value Fund, NorthPointe Small Cap Growth
Fund, NorthPointe Large Cap Value Fund, NorthPointe Micro Cap
Equity Fund, and any additional fund established within this series of
Funds subsequent to the date hereof (each a "FUND).
FEES: The following fees are due and payable monthly to Administrator
pursuant to Section 8 of the Agreement out of the assets of each
Fund, except to the extent the Investment Advisor agrees to waive its
fees or reimburse a Fund's expenses, in which case such fees shall
be paid by the Investment Advisor. Each Fund will be charged the
greater of its pro rata allocation of the 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 $500 million in assets;
10 basis points for assets between $500 million and $1 billion;
8 basis points for all assets in excess of $1 billion
The Asset Based Fee shall be calculated based on the aggregate
average daily net assets of the Series of Funds during the relevant
period and allocated to each Fund monthly on a pro rata basis.
ANNUAL MINIMUM FEE: The initial Annual Minimum Fee shall be $110,000 per Fund,
calculated daily and payable monthly in arrears from the date on
which each Fund is launched, as follows:
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 (beyond the first four Funds) on behalf of
the Investment Advisor, such fee to be paid by the Investment
Advisor by electronic wire transfer of immediately available funds to
the wire instructions set forth below in advance of Administrator
beginning performance of the new Fund organizational services.
NorthPointe Capital Funds -- AIC III Series Schedule
SEI -- 168432v3
Xxxxx Fargo Bank XX
Xxxxxxx-Salem, NC
ABA # 000000000
SEI Investments Company
Acct #2079900401288
Ref: NorthPointe Capital -- New Fund
INVESTMENT ADVISOR
MAINTENANCE FEE: To the extent that the Board of Trustees of the Trust (the "BOARD")
has approved a Fund and approved the Investment Advisor as the
Fund's advisor, and such Fund is not Live (as defined below) by the
date that is the three month anniversary of the date of the last such
approval (the "APPROVAL DATE"), then the Investment Advisor shall
pay SEI a relationship maintenance fee equal to $1,000 per month
for each month that the Fund is not Live and such fee shall be
retroactive to include each of the first three months following the
Approval Date. For purposes of the foregoing, a Fund shall be
deemed to be "Live" as of the date on which Administrator first
calculates such Fund's official net asset value. No relationship
maintenance fee shall apply in respect of the first four Funds.
ANNUAL CPI INCREASE: After conclusion of the Initial Term, the fees payable hereunder shall
be subject to one annual increase at Administrator's discretion, equal
to the percentage increase in the Philadelphia Consumer Price Index
since the effective date of the Series Schedule with respect to the
first such increase and since the date of the immediately preceding
increase with respect to all subsequent increases; provided,
however, that Administrator shall notify the Investment Advisor of its
intent to effectuate any such increase at least thirty days prior to
December 21(st) of the then current year.
REORGANIZATION FEES: The Investment Advisor shall pay Administrator a transaction charge
equal to $50,000 in connection with each Reorganization Event to
which any Fund is a party. For purposes of the foregoing, a
"REORGANIZATION EVENT" means any material change in the
organizational structure of any Fund, including, without limitation, any
merger, acquisition or divestiture of all or any portion of the assets of
the Funds or any individual Fund as well as any acquisition or
merger by a Fund.
OPERATIONAL AUTOMATION: A critical component of Administrator's services is Fund valuations.
Automated trade delivery and receipt between fund advisors and
Administrator is critical to high quality service. Accordingly,
Administrator and the Investment Advisor agree to use best efforts to
implement automated trade delivery and receipt as soon as
practicable after each Fund's establishment in the Trust.
TERM: The term of this Schedule shall continue in effect with respect to
each Fund for a period of five years from and after the date on which
the Administrator first calculates a Fund's official net asset value (the
"INITIAL TERM"). Following expiration of the Initial Term, this Schedule
shall continue in effect for successive periods of three years (each, a
"RENEWAL TERM").
TERMINATION: This Schedule may be terminated only: (a) by any party at the end of
the Initial Term or the end of any Renewal Term on one hundred
NorthPointe Capital Funds -- AIC III Series Schedule
SEI -- 168432v3
eighty days prior written notice to the other parties hereto; (b) by any
party hereto on such date as is specified in written notice given by
the terminating party, in the event of a material breach of this
Agreement by another party, provided the terminating party has
notified the breaching party of such material breach at least ninety
days prior to the specified date of termination and the breaching
party has not remedied such breach by the specified date; or (c) as
to any Fund, upon forty-five days prior written notice, effective (i)
upon the reorganization or merger of a Fund into another entity,
provided that Administrator or one of its affiliates enters into a written
agreement to provide administration services on behalf of such
surviving entity, or (ii) upon any "change of control" of the Investment
Advisor by sale, merger, reorganization, acquisition or other
disposition of substantially all of the assets of the Investment Advisor
to a third party, provided that Administrator or one of its affiliates
enters into a written agreement to provide administration services on
behalf of the third party or surviving entity. For purposes of this
paragraph, the term "change of control" shall mean any transaction
that results in the transfer of right, title and ownership of twenty five
percent (25%) or more of the equity interests of the Investment
Advisor to a third party.
EARLY TERMINATION: Subject to the terms and conditions set forth in this paragraph, the
parties may agree to terminate this Schedule with respect to a
particular Fund on or before the expiration of the then current term
(hereinafter, an "EARLY TERMINATION"). In the event the parties agree
to an Early Termination, the parties will agree upon the effective date
of such Early Termination and, on or before such effective date, the
applicable Fund shall (i) not be in material breach of the Agreement
(including this Schedule) and (ii) pay the Buyout Amount to
Administrator in the manner set forth below. As used herein, the
term "BUYOUT AMOUNT" shall mean the amount that is equal to (1) the
average monthly fee payable by each Fund to Administrator
hereunder during the six-month period (or such shorter period if
fewer than six months have elapsed since the effective date of this
Schedule) immediately preceding the mutual agreement called for in
this paragraph multiplied by (2) the number of months remaining in
the then current term (including any Renewal Term to which the
applicable Fund is already committed). The Fund shall pay the
Buyout Amount to Administrator on or before the effective date of the
Early Termination by means of wire or other immediately available
funds.
INVESTMENT ADVISOR
EXPENSE REPAYMENT: Any and all out of pocket fees, costs, or expenses advanced by
Administrator, in its sole discretion on behalf of a Fund or the
undersigned Investment Advisor, 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
Advisor and shall be promptly repaid to Administrator ("REPAYMENT
OBLIGATION"). Any such Repayment Obligation of the Investment
Advisor shall survive: (i) the termination of the Agreement and this
Schedule thereto, (ii) any merger or liquidation of any subject Fund,
unless and until the Repayment Obligation is indefeasibly paid in full.
NorthPointe Capital Funds -- AIC III Series Schedule
SEI -- 168432v3
PUBLICITY: Except to the extent required by applicable Law, neither the
Administrator nor the Investment Advisor shall issue or initiate any
press release arising out of or in connection with this Series
Schedule or the Services rendered pursuant to the Agreement;
provided, however, that if no special prominence is given or
particular reference made to any Fund over other clients, nothing
herein shall prevent the Administrator from (i) placing any Fund's or
the Investment Advisor's name and/or company logo(s) (including
any registered trademark or service mark) on the Administrator's
client list(s) (and sharing such list(s) with current or potential clients
of the Administrator) and/or marketing material which will include
such entities' name, logo and those services provided to the Fund(s)
by the Administrator; (ii) using any Fund or the Investment Advisor
as reference; or (iii) otherwise orally disclosing that a Fund or
Investment Advisor is a client of the Administrator at presentations,
conferences or other similar meetings. If the Administrator desires to
engage in any type of publicity other than as set forth in subsections
(i) through (iii) above or if the Investment Advisor desires to engage
in any type of publicity, the party desiring to engage in such publicity
shall obtain the prior written consent of the other party hereto, such
consent not to be unreasonably withheld, delayed or conditioned.
ASSUMPTIONS: Each Fund shall use commercially reasonable efforts to implement
automatic trade communication to Administrator and automated
custody reconciliation as soon as practicable following the date of
this Schedule.
The Investment Advisor acknowledges and accepts that the Trust
structure in place facilitates the administrative service offering by
Administrator and that certain Trust level service provider
agreements currently in place (e.g., Transfer Agency Agreement,
Custody Agreement) are entered into and agreed to between the
Trust and the applicable service provider and that the services being
provided otherwise benefit the Fund. The Investment Advisor
acknowledges and agrees that it has reviewed and understands the
general terms and conditions of these service provider agreements
and consents to the obligations, applicable fees and the services to
be provided to the Fund under such Agreements.
NorthPointe Capital Funds -- AIC III Series Schedule
SEI -- 168432v3
INVESTMENT ADVISOR The Investment Advisor 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 the Investment Advisor, and,
if applicable, sub-advisor, who can be reached
until 6:30 p.m. ET with respect to valuation
matters.
(b) Copies of all Trust Data reasonably requested by
the Administrator or necessary for the
Administrator to perform its obligations pursuant
to this Agreement.
(c) Notices to the Investment Advisor pursuant to
Section 12.08 of the Agreement shall be sent to:
Name of Contact: Chief Financial Officer
Address: 000 Xxx Xxxxxx Xx., Xxxxx 000
Xxxx, XX 00000
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
Email Address: xxxxxxxx@xxxxxxxxxxxxxxxxxx.xxx
NorthPointe Capital Funds -- AIC III Series Schedule
SEI -- 168432v3
IN WITNESS WHEREOF, the parties hereto have executed this Series Schedule to
the Administration Agreement dated March 14, 2014 by their duly authorized
representatives as of the day and year first above written.
THE ADVISORS' INNER CIRCLE FUND III,
On behalf of NorthPointe Small Cap Value Fund, NorthPointe Small Cap Growth
Fund, NorthPointe Large Cap Value Fund and NorthPointe Micro Cap Equity Fund
BY: /S/ XXXXXX XXXXXXXXXX
-------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: VP & Secretary
SEI INVESTMENTS GLOBAL FUNDS SERVICES
BY: /S/ XXXXXXX X. XXXXX
------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
AGREED TO AND ACCEPTED BY:
NorthPointe Capital, LLC, Investment Advisor to NorthPointe Small Cap Value
Fund, NorthPointe Small Cap Growth Fund, NorthPointe Large Cap Value Fund and
NorthPointe Micro Cap Equity Fund
BY: /S/ XXXXX XXXXXXX
---------------------
Name: Xxxxx Xxxxxxx
Title: CFO
NorthPointe Capital Funds -- AIC III Series Schedule
SEI -- 168432v3
