AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT
THIS AMENDMENT NO. 1 TO DISTRIBUTION 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 Distribution Co. (the
"Distributor"), a Pennsylvania corporation.
WHEREAS:
1. The Trust and the Distributor entered into a Distribution Agreement,
dated as of February 12, 2014, (the "Agreement"), pursuant to which,
among other things, the Distributor agreed to serve as the distributor
of each portfolio of the Trust (each a "Fund" and collectively, the
"Funds") and for such additional Funds that the Trust may create; 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 3 (REPRESENTATIONS, WARRANTIES AND COVENANTS). SECTION 3
(REPRESENTATION, WARRANTIES AND COVENANTS) OF THE AGREEMENT IS HEREBY
AMENDED TO ADD a new Section 3.2.1 "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 Distributor 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.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the Amendment Effective Date.
DISTRIBUTOR: TRUST:
SEI INVESTMENTS DISTRIBUTION CO. THE ADVISORS' INNER CIRCLE FUND III
By: /s/ Xxxxxx X. Xxxx By: /s/ Xxxxxxx Xxxxxxx
---------------------- -----------------------
Name: Xxxxxx X. Xxxx Name: Xxxxxxx Xxxxxxx
Title: CFO & COO Title: President
ATTACHMENT 1
3.2.1 Cybersecurity. The Distributor represents, warrants, covenants and agrees
that:
(a) 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;
(b) the Distributor's use and dissemination of personal information in
connection with the Distributor's business shall be conducted in
accordance in all material respects with applicable privacy policies
published or otherwise adopted by the Distributor and laws applicable
to the Distributor;
(c) 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 Distributor'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 Distributor
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 Distributor'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 Distributor
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.
(d) it shall notify the Trust as soon as reasonably practicable after:
(i) the Distributor becomes aware of any Data Breach, and shall
provide information about such Data Breach as reasonably requested by
the Trust.
