INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT (the "Agreement") made as of this 17th
day of July, 2014 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 Rothschild
Larch Lane Management Company LLC (the "Adviser"), a Delaware limited liability
company with its principal place of business at 000 Xxxxxxxxxxx Xxx, X-000, Xxx
Xxxxx, 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 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"), 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. 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, 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 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.
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The Adviser may delegate certain of its duties under this Agreement with
respect to a Fund to one or more sub-advisers (each, a "Sub-Adviser" and
collectively, the "Sub-Advisers") by entering into a sub-advisory agreement
with one or more Sub-Advisers (each, a "Sub-Advisory Agreement" and
collectively, the "Sub-Advisory Agreements") and, except as otherwise permitted
under the terms of any exemptive relief granted to the Trust and Adviser by the
Commission, or by rule or regulation, the Adviser may only enter into
Sub-Advisory Agreements or materially amend Sub-Advisory Agreements with the
approval of the Board and the approval of the shareholders of the affected
Fund. The Adviser shall be responsible for overseeing the performance of the
Sub-Advisers and recommending changes in Sub-Advisers as appropriate.
(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.
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 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 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(s)
copies of all proxies and shareholder communications relating to securities
held in the portfolio of a Fund
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(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 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.
(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 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 of any
security held by the Fund may 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 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 net asset value 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
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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 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. 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 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 proposed 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
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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 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
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
either directly with the issuer or 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 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.
(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 to be sold
or purchased. In such event, the Adviser will allocate securities or futures
contracts 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.
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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.
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.
7. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ADVISER.
(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) COMPLIANCE WITH APPLICABLE LAWS. The Adviser will comply, and
cause the Fund to comply, in all material respects with the 1940 Act, the
Advisers Act and all other applicable laws and regulation to which it or the
Fund may be subject, including, without limitation, Subchapter M of the
Internal Revenue Code of 1986, a amended, subject in each case to the
obligations of SEI Investments Global Funds Services ("SEI") as set forth in
one or more agreements by and among SEI and the Trust and/or SEI and the
Adviser.
(c) ADV DISCLOSURE. The Adviser has provided the Trust with a copy of
its Form ADV Part 1 as most recently filed with the Commission and will,
promptly after filing any amendment to its Form ADV with the Commission,
furnish a copy of such amendments or updates to the Trust. The information
contained in the Adviser's Form
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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.
(d) FUND DISCLOSURE DOCUMENTS. The Adviser has reviewed, 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") as and when furnished to the
Adviser by the Fund or the Fund's service providers and represents and warrants
that, with respect to disclosure about the Adviser, the manner in which the
Adviser manages the Fund and information relating directly or indirectly to the
Adviser (the "Adviser Disclosure"), 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.
(e) USE OF THE NAMES "ROTHSCHILD" AND "LARCH LANE". The Adviser has
the right to use the names "Rothschild" and "Larch Lane" 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 "Rothschild"
and "Larch Lane" 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 "Rothschild" or "Larch Lane."
(f) INSURANCE. The Adviser maintains errors and omissions insurance
coverage in an appropriate amount and shall provide prior written notice to the
Trust (i) of any material changes in its insurance policies or insurance
coverage; or (ii) if any material claims will be 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.
(g) 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.
(h) 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.
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(i) 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 NAMES "ROTHSCHILD" AND "LARCH LANE". The Adviser grants to the
Trust a right to use the names "Rothschild" and "Larch Lane" (the "Names") as
part of the name of the Fund. Any use of the Names by the Trust other than as
part of the name of the Fund shall require the prior written consent of
Rothschild with respect to the "Rothschild" name or Larch Lane with respect to
the "Larch Lane" name. The foregoing authorization by the Adviser to the Trust
to use the Names 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 Names; 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 Names.
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; SERVICES NOT EXCLUSIVE. 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. The services furnished by the Adviser hereunder are not to be
deemed exclusive, and the Adviser shall be free to furnish similar services to
others so long as its services under this Agreement are not impaired thereby.
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.
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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; 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 by such
second anniversary and 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.
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 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
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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) only of statements in the
Fund's Disclosure Documents with respect to the Adviser Disclosure, provided
that no changes regarding such matters are made to any applicable Disclosure
Documents without the written consent or other acknowledgment of the Adviser
from and after the time that such Disclosure Documents are reviewed by the
Adviser
(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 or any Sub-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; as well as any loss
resulting from a trade error caused in whole or part by the Adviser or any
Sub-Adviser of the Fund; 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"). If a loss to the Fund is caused in
whole or part by a Sub-Adviser, the Adviser shall only be liable to the extent
that the Sub-Adviser does not fully reimburse the fund for such loss in
accordance with the terms of its Sub-Advisory Agreement.
(c) The Adviser shall indemnify and hold harmless the Trust with
respect to each Fund managed by the Adviser, 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) the Adviser's
performance or non-performance of its duties hereunder to the extent that the
Adviser has acted with willful misfeasance, bad faith, or negligence or with
reckless disregard of its obligations and duties hereunder or (iv) 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, for purposes of this Section 14(c)(iv)
solely with respect to the Adviser Disclosure (it being understood,
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however, that this indemnification and agreement to hold harmless shall not
apply to the extent that any such untrue statement, alleged untrue statement,
omission or alleged omission is the result of any change made to any applicable
Disclosure Document without the written consent or other acknowledgment of the
Adviser from and after the time that such Disclosure Document has been reviewed
by the Adviser, as contemplated in Section 7(d) hereof); 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 or willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such person's office with
the Trust.
(d) For purposes of clarification, and subject to the above
provisions of this Section 14, except with respect to Adviser Disclosure or
Improper Investments, the Adviser shall not be liable for any error of judgment
or mistake of law, or for any loss arising out of any investment or for any act
or omission in the execution of securities transactions for the Fund, provided
that nothing in this Agreement shall protect the Adviser against any liability
to the Fund to which the Adviser would otherwise be subject by reason of
willful misfeasance, bad faith, or negligence in the performance of its duties
hereunder or by reason of its reckless disregard of its obligations and duties
hereunder.
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. The Trust's Certificate of Trust, as amended from
time to time, is on file in the Office of the Secretary of State of the
Commonwealth of Massachusetts. Such Certificate of Trust and the Trust's
Agreement and Declaration of Trust describe in detail the respective
responsibilities and limitations on liability of the Trustees, officers, and
holders of shares of beneficial interest.
17. CHANGE IN THE ADVISER'S OWNERSHIP. The Adviser agrees that it
shall notify the Trust reasonably in advance of any anticipated or otherwise
reasonably foreseeable change in the ownership of the Adviser that would result
in an "assignment" (as defined in the 0000 Xxx) of this Agreement.
18. JURISDICTION. This Agreement is made and to be principally
performed in the State of New York and except insofar as the 1940 Act or other
federal laws and regulations may be controlling, this Agreement shall be
governed by, and construed and enforced in accordance with, the internal laws
of the State of New York.
11
19. 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.
20. COUNTERPARTS; ELECTRONIC DELIVERY. 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. Signatures on this Agreement may be communicated by electronic
transmission (which shall include facsimile or email) and shall be binding upon
the parties so transmitting their signatures.
21. CFTC DISCLOSURE.
PURSUANT TO AN EXEMPTION UNDER CFTC RULES IN CONNECTION WITH ACCOUNTS
OF QUALIFIED ELIGIBLE PERSONS, THIS BROCHURE OR ACCOUNT DOCUMENT IS NOT
REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE CFTC. THE CFTC DOES NOT PASS
UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR
ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE CFTC HAS
NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT
DOCUMENT.
[SIGNATURE PAGE FOLLOWS.]
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/ Xxxxxx X. Xxxxxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: VP & Secretary
ROTHSCHILD LARCH LANE MANAGEMENT COMPANY
LLC
By: /s/ Xxxx Xxxxxxxx
---------------------
Name: Xxxx Xxxxxxxx
Title: Manager
13
SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT
DATED JULY 17, 2014 BETWEEN
THE ADVISORS' INNER CIRCLE FUND III
AND
ROTHSCHILD LARCH LANE MANAGEMENT COMPANY 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
Rothschild Larch Lane Alternatives Fund ............................ 1.75%
A-1
