AMENDMENT NO. 3 TO ADMINISTRATION AGREEMENT
THIS AMENDMENT NO. 3 TO ADMINISTRATION AGREEMENT (this "Amendment"), made
this 7th day of December, 2017 (the "Amendment Effective Date"), by and among
The Advisors' Inner Circle Fund III, a statutory trust formed under the laws of
the State of Delaware (the "Trust"), SEI Investments Global Funds Services, a
statutory trust formed under the laws of the State of Delaware (the
"Administrator"), and each investment advisor (each an "Investment Advisor")
that executes a Series Schedule to the Agreement. Each Investment Advisor shall
be a limited party to this Amendment solely in respect of its rights and
obligations as specifically set forth in the Agreement and in respect of the
Funds indicated in its applicable Series Schedule. Each Series Schedule, as may
be amended from time to time, shall be considered a part of this Amendment.
WHEREAS:
1. The Trust and the Administrator entered into an Administration
Agreement, dated as of February 12, 2014, as amended (the
"Agreement"), pursuant to which, among other things, the Administrator
agreed to provide certain administration services to the Funds of the
Trust; and
2. The parties hereto desire to further amend the Agreement on the terms
and subject to the conditions provided herein.
NOW, THEREFORE, in consideration of the premises, covenants, representations and
warranties contained herein and intending to be legally bound hereby, the
parties hereto agree as follows:
1. DEFINED TERMS. Except as specifically set forth herein, defined terms used
herein shall have their respective meanings as set forth in the Agreement.
2. Section 4 (Representations, Warranties and Covenants of the
Administrator). Section 4 of the Agreement is hereby amended to add a new
Section 4.02 "Cybersecurity" to the Agreement as set forth in Attachment 1
hereto.
3. RATIFICATION OF AGREEMENT. Except as expressly amended and provided
herein, all of the terms, conditions and provisions of the Agreement are
hereby ratified and shall continue in full force and effect.
4. COUNTERPARTS. This Amendment may be executed in two or more counterparts,
all of which shall constitute one and the same instrument. Each such
counterpart shall be deemed an original, and it shall not be necessary in
making proof of this Amendment to produce or account for more than one such
counterpart. This Amendment shall be deemed executed by each party when any
one or more counterparts hereof or thereof, individually or taken together,
bears the original, facsimile or scanned signatures of each of the parties.
5. BINDING EFFECT. This Amendment shall be binding upon, and shall inure to
the benefit of the Administrator of the Funds and each of their respective
permitted successors and assigns.
6. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania without giving
effect to any conflict of laws or choice of laws rules or principles
thereof.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the Amendment Effective Date.
ADMINISTRATOR: TRUST:
SEI INVESTMENTS GLOBAL FUNDS SERVICES THE ADVISORS' INNER CIRCLE FUND III
By: /s/ Xxxx Xxxxxxxxx By: /s/ Xxxxxxx Xxxxxxx
---------------------- -----------------------
Name: Xxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxx
Title: SVP Title: President
ATTACHMENT 1
4.02 Cybersecurity. The Administrator represents, warrants, covenants and agrees
that:
4.02.01 from the Effective Date and for so long as this Agreement is in
effect, (i) it has access to and shall maintain the facilities,
computers, equipment, and personnel reasonably necessary to
perform its duties and obligations under this Agreement and (ii)
it has implemented a written information security program that
includes commercially reasonable administrative, technical and
physical safeguards designed to protect the safety, security and
confidentiality of information of its clients;
4.02.02 the Administrator's use and dissemination of personal
information in connection with the Administrator's business shall
be conducted in accordance in all material respects with
applicable privacy policies published or otherwise adopted by the
Administrator and laws applicable to the Administrator;
4.02.03 it shall: (i) take Reasonable Steps to ensure that information
of and about the Trust or any of the Trust's investors is
reasonably protected against loss and against unauthorized
access, use, modification, disclosure or other misuse; (ii) take
Reasonable Steps to protect the confidentiality, integrity and
security of its software, databases, systems, networks and
Internet sites and all information stored or contained therein or
transmitted thereby from potential unauthorized use, access,
interruption or modification by third parties; (iii) encrypt all
such information while in transit outside of the Administrator's
computing systems or networks; and (iv) maintain business
continuity controls and plans that are reviewed not less than
annually. Without limiting the foregoing, the Administrator shall
provide in writing to the Trust, upon reasonable request: (w) a
summary of its then current written information security program;
(x) confirmation that, to the Administrator's knowledge, no
unauthorized access, interruption or modification to, loss, or
destruction of Confidential Information of the Trust or
non-public personal information provided by or on behalf of the
Trust (each, a "Data Breach") has occurred; (y) a current summary
of its business continuity / disaster recovery plan and the
results of the most recent test of such business continuity /
disaster recovery plan; and (z) a written privacy policy
governing the manner by which the Administrator collects, uses
and transfers "nonpublic personal information" (as defined in
such published privacy policy) and other Confidential
Information. As used herein, "Reasonable Steps" means steps that
a party takes to protect its own, similarly confidential or
proprietary information of a similar nature, which steps shall in
no event be less than a reasonable standard of care.
4.02.04 it shall notify the Trust as soon as reasonably practicable
after: (i) the Administrator becomes aware of any Data Breach,
and shall provide information about such Data Breach as
reasonably requested by the Trust.
