Form 485BPOS Advisors' Inner Circle

investment ADVISORY AGREEMENT

 

INVESTMENT ADVISORY AGREEMENT (the “Agreement”) made as of this 16th day of December, 2021, 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 Legal & General Investment Management America, Inc. (the “Adviser”), a corporation organized under the laws of the State of Delaware, with the Adviser’s principal place of business at 71 South Wacker Drive Chicago, IL 60606.

 

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 (each a “Fund,” and, collectively, the “Funds”), as said 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 said 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 Funds. In said capacity, the Adviser, subject to the supervision of the Board, regularly shall provide the Funds with investment research, advice, and supervision, and shall furnish continuously an investment program for each of the Funds, consistent with the investment objectives and policies of the Fund. With respect to each 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, the Trust’s By-Laws, and the Trust’s 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 from time to time shall be in effect. To carry out these obligations, the Adviser shall exercise full discretion and act for each of the Funds in the same manner and with the same force and effect as each 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 said purchases, sales, or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund’s investments in any way shall limit the right of the Board, in the Board’s sole discretion, to establish or revise policies in connection with the management of the Fund’s assets or otherwise to exercise the Board’s right to control the overall management of the Fund. As applicable and appropriate, and without limiting the generality of the foregoing, the Adviser has the authority to enter into trading agreements (collectively, “Account Agreements”) on behalf of each of the Funds and to adhere on each Fund’s behalf to the applicable International Swaps & Derivatives Association (“ISDA”) over-the-counter (“OTC”) derivatives transaction protocols and to enter into client agency agreements or other documents that may be required to effect OTC derivatives transaction through swap execution facilities (i.e., “SEFs”). To the extent permitted by law, the services to be furnished by the Adviser under this Agreement may be furnished through the medium of any of the Adviser’s partners, officers, employees or control affiliates; provided, however that the use of such mediums does not relieve the Adviser from any obligation or duty under this Agreement.

 

1.1

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 the Adviser’s 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 Funds, and with any relevant policies, guidelines, instructions, and procedures approved by the Board and provided to the Adviser. In selecting a 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 the Adviser reasonably believes are adequate to ensure the Adviser’s compliance with the foregoing. No supervisory activity undertaken by the Board shall limit the Adviser’s full responsibility for any of the foregoing.

 

1.2

Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are held by each Fund shall be voted, and the Board initially has determined to delegate the authority and responsibility to vote proxies for the Funds’ securities to the Adviser. So long as proxy voting authority for the Funds has been delegated to the Adviser, the Adviser shall exercise the Funds’ proxy voting responsibilities. The Adviser shall carry out said responsibilities in accordance with any prior written 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 the Adviser’s fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep those records relating to proxy voting as the Board reasonably may request or as may be necessary for the Funds to comply with the 1940 Act and other applicable law. Any said 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 Funds’ custodian and/or broker(s) promptly to forward to the Adviser or designate service provider copies of all proxies and shareholder communications relating to securities held in the portfolios of the Funds (other than materials relating to legal proceedings against the Funds). The Adviser also may instruct the Funds’ custodian and/or broker(s) to provide reports of holdings in the portfolios of the Funds. 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 Funds’ 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 a Fund and the Fund’s shareholders.

 

1.3

Recordkeeping. The Adviser shall not be responsible for the provision of administrative, bookkeeping, or accounting services to the Funds, except as otherwise provided herein or as may be necessary for the Adviser to supply to the Trust or the Trust’s 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 as 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 Trust) relating to the Adviser’s responsibilities provided hereunder with respect to the Funds, and shall preserve said records for the periods and in a manner prescribed therefore by Rule 31a-2 under the 1940 Act (hereinafter, 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 unreasonable delay during any day the Trust is open for business.

 

1.4

Holdings Information and Pricing. The Adviser shall provide regular reports regarding Fund holdings, and, on the Adviser’s own initiative, may furnish the Trust and the Trust’s 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, the Trust’s 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 a Fund net asset value in accordance with procedures and methods established by the Board.

 

1.5

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 Funds as said entities reasonably may request from time to time in the performance of said entities’ obligations, to provide prompt responses to reasonable requests made by said persons, and to establish appropriate interfaces with each so as to promote the efficient exchange of information and compliance with applicable laws and regulations.

 

1.6

Use of Affiliates. The Adviser is permitted to delegate certain administrative and “back office” functions, including portfolio reconciliation, and certain operational and compliance services, to any affiliate of the Adviser. Any delegation to affiliates, and the use of affiliated persons, shall be subject to Adviser’s responsibility and liability under the terms of this Agreement. The Trust further acknowledges that in rendering investment advisory services to the Funds, the Adviser may, to the extent permitted by applicable law, use the portfolio management, research, and other resources of LGIM International Limited (“LGIMI”), a foreign (non-U.S.) affiliate of the Adviser that is registered under the Advisers Act, and/or Legal & General Investment Management Limited (“LGIM”), a foreign (non-U.S.) affiliate of the Adviser that is not registered under the Advisers Act, but which is a "participating affiliate" of the Adviser, in all cases subject to the regulatory supervision of the Adviser. For the avoidance of doubt, the Adviser's use of the portfolio management, research, and other resources of LGIMI shall not relieve the Adviser of any of its obligations under this Agreement.

 

1.7

Sub-Advisers. It is understood and agreed that 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"); provided that the Funds shall not pay any additional compensation for any Sub-Adviser, and the Adviser shall be as fully responsible to the Funds for the acts and omissions of the Sub-Adviser as it is for its own acts and omissions; and provided further that the Adviser may only enter into Sub-Advisory Agreements or materially amend Sub-Advisory Agreements with the approval of (i) the Board and (ii) the shareholders of the Funds, except as otherwise permitted under the terms of any exemptive relief granted to the Trust and Adviser by the SEC, or by rule or regulation. The Adviser shall be responsible for overseeing the performance of the Sub-Advisers and recommending changes in Sub-Advisers as appropriate, and reporting to the Board regarding the performance and investment procedures of any Sub-Adviser. In the event that the services of any Sub-Adviser are terminated, the Adviser may provide investment advisory services pursuant to this Agreement to the Funds without a Sub-Adviser or employ another Sub-Adviser to the extent consistent with the 1940 Act or any exemptive relief granted thereunder and in accordance with this Section 1.7. A Sub-Adviser may be an affiliate of the Adviser.

 

1.8

Trust Acknowledgement. The Trust acknowledges and agrees, and the Adviser accepts the following:

 

(a)

that it will be bound by the terms of any Account Agreement executed by the Adviser on its behalf to the same extent as if it had executed such Account Agreement directly, and as such, will remain liable for any amounts owed to a counterparty to an Account Agreement, including debit balances, losses or other amounts due as a result of trading on said account, and acknowledges that in connection with the negotiation and execution of said Account Agreements, the Adviser may be asked to make certain representations, warranties and covenants on the Funds’ behalf and hereby authorizes the Adviser to make such representations, warranties and covenants as the Adviser determines in the reasonable exercise of its discretion and in accordance with its fiduciary duty, are reasonable in light of the express objective of permitting the Funds to enter into Derivatives;

 

(b)

that certain Account Agreements entered into by the Adviser on the Funds’ behalf may: (i) grant a counterparty to the Account Agreement a number of rights, including but not limited to, a first priority security interest in, lien over, pledge over and a right of set-off against, some or all of the assets of the Account held with such counterparty and cross-default, cross-collateralization and set-off provisions in favor of such counterparty in respect of any other obligations, or that it may owe to or hold with such counterparty; (ii) appoint such counterparty as its attorney-in-fact in respect of the perfection of security over some or all of the assets of the Account held with such counterparty; and (iii) contain limitation of liability provisions, indemnification provisions, compensation provisions, warranties and representations and various acknowledgements in favor of such counterparty;

 

(c)

the Trust is capable of assessing the merits of (on its own behalf or through independent professional advice), and understands and accepts the terms and conditions and risks of entering into derivatives and derivatives agreements, and assumes the risk of doing so, and acknowledges that the Funds will incur obligations as a result of the Adviser’s use of derivatives which may require the use of assets beyond the assets of the Account under Adviser’s management;

 

(d)

that there may be temporary, short-term overdrafts with respect to the Funds due to and including, but not limited to, settlement mismatch, delay, failure or other unforeseen circumstances that may require funding for short-term liquidity management purposes, consistent with the efficient management of the Funds in accordance with their investment objectives, and that any such short term overdraft shall be fully repaid as soon as the circumstances permit, but shall not constitute a breach of this Agreement by the Adviser.

 

2. Code of Ethics. The Adviser has adopted a written code of ethics that the Adviser reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act (“Rule 17j-1”), and which the Adviser has provided to the Trust. The Adviser shall ensure that the Adviser’s “Access Persons” (as that term is 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 (i) a copy of the Adviser’s current Code of Ethics, as in effect from time to time, and (ii) a certification that the Adviser has adopted procedures reasonably necessary to prevent the Adviser’s Access Persons from engaging in any conduct prohibited by the Adviser’s Code of Ethics. Annually, the Adviser shall furnish a written report to the Trust’s Board concerning the Adviser’s Code of Ethics, which annual report shall comply with the requirements of Rule 17j-1. 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 notify the Trust, on a quarterly basis, of any material violation of the Code during the preceding quarter, whether or not said violation relates to a security held by a Fund.

 

3. Information and Reporting. The Adviser shall provide the Trust and the Trust’s officers with such periodic reports concerning the obligations that the Adviser has assumed under this Agreement as the Trust from time to time reasonably may request.

 

(a) Notification of Breach / Compliance Reports. The Adviser shall notify the Trust’s chief compliance officer promptly upon detection of: (i) any material failure to manage a Fund in accordance with the Fund’s investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ policies, guidelines, or procedures or any of the Adviser’s policies, guidelines or procedures applicable to the Funds. In addition, the Adviser shall provide a quarterly report regarding each Fund’s compliance with the Fund’s 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 said failure promptly and to take any action that the Board reasonably may request in connection with any said breach. Upon request, the Adviser also shall provide the officers of the Trust with supporting certifications in connection with said certifications of Fund financial statements and disclosure controls pursuant to the Sarbanes-Oxley Act of 2002, as amended. The Adviser shall promptly notify the Trust in the event that: (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 a 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 that term is defined in the 1940 Act) has occurred or otherwise is proposed to occur.

 

(b) Board and Filings Information. The Adviser shall provide the Trust with any information reasonably requested regarding the Adviser’s management of the Funds required for any meeting of the Board, or for any shareholder report, Form N-CSR, Form N-PX, Form N-CEN, Form N-PORT, amended registration statement, proxy statement, or prospectus supplement to be filed by the Trust with the Commission. The Adviser shall make the Adviser’s officers and employees available to meet with the Board from time to time on reasonable due notice to review the Adviser’s investment management services to the Funds 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 the Trust’s designated agent to perform such compliance testing on the Funds and the Adviser’s services as the Trust, in the Trust’s sole discretion, may determine to be appropriate. The provision of said information by the Adviser to the Trust or the Trust’s designated agent in no way relieves the Adviser of the Adviser’s own responsibilities under this Agreement.

 

4. Brokerage.

 

(a) Principal Transactions. In connection with purchases or sales of securities for the account of a Fund, neither the Adviser nor any of the Adviser’s directors, officers, or employees shall 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 each Fund’s account with brokers or dealers selected by the Adviser. In the selection of these brokers or dealers and the placing of these orders, the Adviser is directed at all times to seek for each Fund the most-favorable execution and net price available under the circumstances. It also is understood that it is desirable for each 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. The Adviser, therefore, is authorized to place orders for the purchase and sale of securities for each Fund with these 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 these brokers may be useful to the Adviser in connection with the Adviser’s or the Adviser’s 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 a Fund as well as other clients of the Adviser, the Adviser, to the extent permitted by applicable law and regulations, may aggregate the order for securities to be sold or purchased. In said event, the Adviser shall 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 the Adviser’s fiduciary obligations to a Fund and to such other clients under the circumstances.

 

(d) Affiliated Brokers. The Adviser or any of the Adviser’s affiliates may act as broker in connection with the purchase or sale of securities or other investments for a 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 as 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 the Adviser’s 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 a Fund.

 

6. Allocation of Charges and Expenses. The Adviser shall bear the Adviser’s 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.

 

(a) Properly Registered. The Adviser is registered as an investment adviser under the Advisers Act, and shall 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 actual knowledge of the Adviser, there is no proceeding or investigation that reasonably is likely to result in the Adviser being prohibited from performing the services contemplated by this Agreement. The Adviser agrees promptly to 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 the Adviser’s investment management operations.

 

(b) ADV Disclosure. The Adviser has provided the Trust with a copy of Part I of the Adviser’s Form ADV, as most-recently filed with the Commission, and with a copy of Part II of the Adviser’s Form ADV, as most-recently updated, and, promptly after filing any amendment to the Adviser’s Form ADV with the Commission or updating Part II of the Adviser’s Form ADV, shall furnish a copy of said 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 said statements were made, not misleading.

 

(c) Fund Disclosure Documents. The Adviser has reviewed, and in the future shall review, the Registration Statement, summary prospectus, prospectus, statement of additional information, periodic reports to shareholders, reports and schedules that are provided to the Adviser within a reasonable period of time prior to being filed with the Commission (including any amendment, supplement, or sticker to any of the foregoing), and advertising and sales material relating to the Funds (collectively, the “Disclosure Documents”), and represents and warrants that said Disclosure Documents contain or shall contain no untrue statement of any material fact relating to the Adviser and the Adviser’s affiliates, each Fund’s investment strategies and related risks, and other information supplied by Adviser for inclusion therein, and do not and shall 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. The Adviser has the right to use the name “Legal & General” in connection with the Adviser’s services to the Trust and, subject to the terms set forth in Section 8 of this Agreement, the Trust shall have the right to use the name “Legal & General” in connection with the management and operation of the Funds until this Agreement is terminated as set forth herein. The Adviser is not aware of any threatened or existing actions, claims, litigation, or proceedings that adversely would affect or prejudice the rights of the Adviser or the Trust to use the name “Legal & General”.

 

(e) 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 the Adviser’s insurance policies or insurance coverage; or (ii) if any material claims will be made on the Adviser’s insurance policies. Furthermore, the Adviser, upon reasonable request, shall provide the Trust with any information that the Trust reasonably may require concerning the amount of or scope of said insurance.

 

(f) No Detrimental Agreement. The Adviser represents and warrants that the Adviser has no arrangement or understanding with any party, other than the Trust, that would influence the decision of the Adviser with respect to the Adviser’s selection of securities for a 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 the Adviser’s personnel with knowledge of Fund activities to place the interest of each Fund first, ahead of said personnel’s own interests, in all personal trading scenarios that may involve a conflict of interest with the Fund, consistent with the Adviser’s fiduciary duties under applicable law.

 

(h) Representations. The representations and warranties in this Section 7 shall be deemed to be made on the date that this Agreement is executed and at the time of delivery of the quarterly compliance report required by Section 3(a) of this Agreement, whether or not specifically referenced in said report.

 

8. The Name “Legal & General”. The Adviser grants to the Trust a license to use the name “Legal & General” (the “Name”) as part of the name of the Funds for the duration of this Agreement. 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) use the Name only in a manner consistent with uses approved by the Adviser; (2) use the Trust’s best efforts to maintain the quality of the services offered using the Name; and (3) adhere to such other specific quality control standards as the Adviser from time to time reasonably may promulgate. At the request of the Adviser, the Trust: (a) shall submit to Adviser representative samples of any promotional materials using the Name; and (b) shall change the name of a Fund within thirty (30) days of the Trust’s 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 thereafter shall not transact any business using the Name in the name of the Fund.

 

9. Adviser’s Compensation. Each of the Funds 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. Said fee shall be computed daily and paid not less than monthly in arrears by each Fund.

 

The method for determining net assets of a 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 said month. Except as otherwise may be prohibited by law or regulation (including any then-current Commission staff interpretation), the Adviser may, in its discretion and from time to time, waive a portion of its fee. All of any part of the fee not taken as to any month shall be deferred without interest and may be taken in any other month as the Adviser shall determine.

 

10. Independent Contractor. In the performance of the Adviser’s 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 Funds in any way or otherwise be deemed to be an agent of the Trust or the Funds. If any occasion should arise in which the Adviser gives any advice to the Adviser’s clients concerning the shares of a Fund, the Adviser shall act solely as investment counsel for said clients and not in any way on behalf of the Fund.

 

11. Non-Exclusive Services. The Adviser and its officers may act and continue to act as investment managers for others, and nothing in this Agreement shall in any way be deemed to restrict the right of the Adviser to perform investment management or other services for any other person or entity, and the performance of such services for others shall not be deemed to violate or give rise to any duty or obligation to the Trust.

 

Nothing in this Agreement shall limit or restrict the Adviser or any of its directors, officers, affiliates or employees from buying, selling or trading in any securities for its or their own account. The Trust acknowledges that the Adviser and its directors, officers, affiliates, employees and other clients may, at any time, have, acquire, increase, decrease, or dispose of positions in investments which are at the same time being acquired or disposed of for the Trust. The Adviser shall have no obligation to acquire for the Trust a position in any investment which the Adviser, its directors, officers, affiliates or employees may acquire for its or their own accounts or for the account of another client, so long as it continues to be the policy and practice of the Adviser not to favor or disfavor consistently or consciously any client or class of clients in the allocation of investment opportunities so that, to the extent practical, such opportunities will be allocated among clients over a period of time on a fair and equitable basis.

 

12. Assignment and Amendments. This Agreement automatically shall terminate, without the payment of any penalty, in the event of the Agreement’s “assignment” (as that term is defined in Section 2(a)(4) of the 1940 Act); provided, that said 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.

 

13. 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) hereof, and unless terminated automatically as set forth in Section 12 hereof or until terminated as follows:

 

(a)

The Trust may cause this Agreement to terminate upon sixty (60) days’ written notice either (i) by vote of the Trust’s Board or (ii) with respect to a Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or

 

(b)

The Adviser at any time may 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 automatically shall terminate two years from the date of the Agreement’s execution unless the Agreement’s renewal specifically is approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of said Trustees who are not interested persons of the Trust or the Adviser (the “Independent Trustees”), at a meeting called for the purpose of voting on said approval; or (ii) the vote of a majority of the outstanding voting securities of each Fund; provided, however, that, if the continuance of this Agreement is submitted to the shareholders of a Fund for the shareholders’ approval and said shareholders fail to approve said 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. However, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed to it under Section 9 through the date of termination or expiration.

 

Upon the termination or expiration of this Agreement or as otherwise agreed to between the parties, the Adviser shall cease all activity on behalf of each of the Funds and with respect to any of the Fund’s 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 otherwise shall cooperate, as reasonably directed by the Trust, in the transition of portfolio asset management to any successor of the Adviser.

 

14. 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.

 

15. Limitation of Liability.

 

(a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in each Fund’s Disclosure Documents relating to the Adviser and the Adviser’s affiliates, each Fund’s investment strategies and related risks, and other information supplied by the Adviser for inclusion therein.

 

(b) The Adviser shall be liable to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any trade error or investment made by the Adviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved in writing by the Board from time to time and provided in writing to the 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”). Notwithstanding the foregoing and for the avoidance of doubt, the Adviser shall not be liable for any losses in connection with any matters for which the Adviser is not responsible or does not perform a role as set forth in this Agreement or for any error of judgment or mistake of law, but will be liable only for willful misconduct, bad faith, gross negligence, reckless disregard of its duties or its failure to exercise due care in rendering its services to the Fund specified in this Agreement (the “Standard of Care”).

 

(c) 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 said 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 said 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 the Adviser’s violation of the Standard of Care; 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 the Trust’s shareholders to which said Indemnified Party otherwise would be subject by reason or willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of said person’s office with the Trust.

 

(d) The Trust shall indemnify the Adviser or any of its directors, officers, employees or affiliates for all losses, damages, liabilities, costs and expenses (including legal) (“Losses”) incurred by the Adviser by reason of or arising out of any act or omission by the Trust under this Contract, or any breach of warranty, representation or agreement hereunder, except to the extent that such Losses arise as a result of the Adviser’s violation of the Standard of Care.

 

16. Confidentiality.

 

(a) From time to time, a party (the “Discloser”) may disclose, exchange, or make available, the party’s “Confidential Information” (as that term is defined below) to the other parties. For purposes of this Agreement, “Confidential Information” shall mean any information, data, or materials pertaining to the Discloser’s or the Discloser’s affiliates’ or subsidiaries’ business, financial, or internal plans or affairs, regardless of form of communication (whether oral, in hard copy, electronic, or any other medium whatsoever), and whether furnished before, on, or after the date of this Agreement, that is not currently available to the general public, and for which the owning party derives actual or potential value from said unavailability.

 

(b) Confidential Information shall NOT include: (a) any information that is or becomes generally available to the public through no breach of this Agreement by the recipient of the information (the “Recipient”); (b) any information that is disclosed to the Recipient on a non-confidential basis by a third party who, to the Recipient’s knowledge after due inquiry, has legitimate possession thereof and the unrestricted right to make this disclosure; and (c) any information developed by the Recipient independently of, and without reference to, any Confidential Information disclosed by the Discloser to the Recipient.

 

(c) The Recipient acknowledges that any Confidential Information provided by the Discloser shall be used by the Recipient solely for purposes related to the Agreement, and, except as provided in a subsequent written agreement between the parties, the provision of Confidential Information shall not be construed as creating any express or implied license to develop or otherwise use the Confidential Information in any manner. The Recipient agrees: (a) to take reasonable steps to safeguard the Confidential Information from theft, piracy, or unauthorized access, and to hold the Confidential Information in strict confidence and secrecy using at least the same level of care and protection against disclosure as the Recipient uses in protecting the Recipient’s own confidential and proprietary information; (b) not to use the Confidential Information for any purpose other than those purposes related to this Agreement; (c) not to reveal or disclose the Confidential Information to any individual, firm, or entity without the prior written consent of the Discloser, other than as set forth in (e) below; (d) to inform third-party recipients of the confidential nature of the Confidential Information; and (e) to disclose Confidential Information to the Recipient’s officers, directors, representatives, agents, or employees only on a “need-to-know” basis and to inform these individuals of their obligations under this Agreement, taking such steps as may be reasonable in the circumstances, or as may be reasonably requested by the Discloser, to prevent any unauthorized disclosure, copying, or use of the Confidential Information. Neither the Discloser nor any of the Discloser’s officers, directors, employees, or controlling persons make any express or implied representation or warranty as to the completeness and accuracy of any Confidential Information, and the Recipient agrees that none of these persons shall have any liability to the Recipient or any of the Recipient’s representatives and agents relating to or arising from the use of any Confidential Information or for any errors therein or omissions therefrom.

 

(d) The Recipient acknowledges that any Confidential Information provided pursuant to this Agreement constitutes unique, valuable, and special business of the Discloser. The Recipient agrees that a violation of any material provision of this Agreement may cause the Discloser irreparable injury for which the Discloser would have no adequate remedy at law, and agrees that the Discloser may be entitled to seek immediate injunctive relief prohibiting said violation, without bond, in addition to any other rights and remedies available to the Discloser.

 

(e) Neither party shall be liable for disclosure of Confidential Information made to any court of proper jurisdiction, regulatory, self-regulatory, governmental agency or examining authority having jurisdiction over either party and pursuant to subpoena, court order, or other legal process or as otherwise required by law or regulation. The Recipient shall provide the Discloser with prompt written notice of said request or requirement for disclosure, unless prevented by applicable law or regulation. If requested, the Recipient shall reasonably cooperate at the Discloser’s expense in defending against any said court or administrative order.

 

(f) It is understood and agreed that regulators having jurisdiction over any of the parties shall have unrestricted access to all books, records, files, and other materials in a party’s possession, including the Confidential Information, and disclosure of the Confidential Information to these persons solely for purposes of supervision or examination may occur without written notice to or authorization from the Discloser.

 

17. Enforceability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall be ineffective, as to said jurisdiction, to the extent of said 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.

 

18. 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 affected Fund shall be personally liable for any of the foregoing liabilities.

 

19. Change In the Adviser’s Ownership. The Adviser agrees that the Adviser shall notify the Trust of any anticipated change in the ownership of the Adviser within a reasonable time prior to said change being effected.

 

20. Jurisdiction. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Delaware, and the Adviser consents to the jurisdiction of courts, both state and federal, in Delaware, with respect to any dispute under this Agreement.

 

21. 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 this Agreement’s construction.

 

22. 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.

 

22. Miscellaneous. Where the effect of a requirement of the 1940 Act or the Advisers Act reflected in any provision of this Agreement is altered by a rule, regulation or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

 

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/ Michael Beattie
		Name: Michael Beattie
		Title: President
	LEGAL & GENERAL INVESTMENT MANAGEMENT AMERICA, INC.
	By:	/s/ Emma Rodriguez-Ayala
		Name: Emma Rodriguez-Ayala
		Title: General Counsel & Chief Compliance Officer

 

 

SCHEDULE A

to the

INVESTMENT ADVISORY AGREEMENT,

dated December 16, 2021, between

THE ADVISORS’ INNER CIRCLE FUND III

and

LEGAL & GENERAL INVESTMENT MANAGEMENT AMERICA, INC.

 

The Trust shall 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 each of the Funds in accordance with the following fee schedule:

 

Fund	Rate
Retirement Income Fund	0.15%
MSCI World Index Fund	0.06%
Cash Flow Matched Bond Fund	0.13%
Long Duration US Credit Fund	0.23%
US Credit Fund	0.23%

 

A-1

AMENDED SCHEDULE A

dated May 20, 2022 to the

to the

INVESTMENT ADVISORY AGREEMENT,

dated December 16, 2021, between

THE ADVISORS’ INNER CIRCLE FUND III

and

LEGAL & GENERAL INVESTMENT MANAGEMENT AMERICA, INC.

 

The Trust shall 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 each of the Funds in accordance with the following fee schedule:

 

Fund	Rate
Legal & General Retirement Income 2040 Fund	0.15%
Legal & General Global Developed Equity Index Fund	0.06%
Legal & General Cash Flow Matched Bond Fund	0.13%
Legal & General Long Duration US Credit Fund	0.23%
Legal & General US Credit Fund	0.23%
Legal & General Long Life Fund	0.15%

 

ACKNOWLEDGED AND ACCEPTED BY:

 

THE ADVISORS’ INNER CIRCLE FUND III
By:	/s/ Michael Beattie
	Name: Michael Beattie
	Title: President
LEGAL & GENERAL INVESTMENT MANAGEMENT AMERICA, INC.
By:	/s/ Emma Rodriguez-Ayala
	Name: Emma Rodriguez-Ayala
	Title: General Counsel & Chief Compliance Officer

 

EXPENSE LIMITATION AGREEMENT

 

EXPENSE LIMITATION AGREEMENT, effective as of December 16, 2021, by and between Legal & General Investment Management America, Inc. (the “Adviser”) and The Advisors’ Inner Circle Fund III (the “Trust”) (the “Agreement”), on behalf of the series of the Trust set forth in Schedule A attached hereto (the “Funds”).

 

WHEREAS, the Trust is a Delaware statutory trust organized under an Agreement and Declaration of Trust, dated December 4, 2013 (the “Declaration of Trust”), and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management company of the series type, and the Funds are each a series of the Trust;

 

WHEREAS, the Trust and the Adviser entered into an Investment Advisory Agreement effective as of December 16, 2021 (the “Advisory Agreement”), pursuant to which the Adviser provides investment advisory services to the Funds for compensation based on the value of the average daily net assets of the Funds; and

 

WHEREAS, the Trust and the Adviser have determined that it is appropriate and in the best interests of the Funds and the Funds’ shareholders to maintain the expenses of the Funds at a level at or below the level to which each Fund normally would be subject in order for each Fund’s expense ratio to not exceed the Maximum Annual Operating Expense Limit (as hereinafter defined) specified for said Fund in Schedule A hereto.

 

NOW THEREFORE, the parties hereto agree as follows:

 

1. Expense Limitation.

 

1.1. Applicable Expense Limit. To the extent that the aggregate expenses incurred by a Fund in any fiscal year, including, but not limited to, investment advisory fees of the Adviser (but excluding interest, taxes, brokerage commissions and other costs and expenses relating to the securities that are purchased and sold by the Fund, fees and expenses incurred in connection with tax reclaim recovery services, other expenditures which are capitalized in accordance with generally accepted accounting principles, and other non-routine expenses not incurred in the ordinary course of said Fund’s business (including litigation expenses)) and expenses for which payment has been made through the use of all or a portion of brokerage commissions (or markups or markdowns) generated by that Fund (“Fund Operating Expenses”), exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2 below, said excess amount (the “Excess Amount”) shall be the liability of the Adviser.

 

1.2. Maximum Annual Operating Expense Limit. The Maximum Annual Operating Expense Limit with respect to a Fund shall be the amount specified in Schedule A based on a percentage of the average daily net assets of the Fund. The Maximum Annual Operating Expense Limit for each Fund contemplates that certain expenses for the Fund may be paid through the use of all or a portion of brokerage commissions (or markups or markdowns) generated by the Fund.

 

1.3. Method of Computation. To determine the Adviser’s liability with respect to the Excess Amount, each month the Fund Operating Expenses for each Fund shall be annualized as of the last day of the month. If the annualized Fund Operating Expenses for any month of the Fund exceed the Maximum Annual Operating Expense Limit of said Fund, then the Adviser first shall waive or reduce the Adviser’s investment advisory fee for said month by an amount sufficient to reduce the annualized Fund Operating Expenses to an amount no higher than the Maximum Annual Operating Expense Limit. If the amount of the waived or reduced investment advisory fee for any said month is insufficient to pay the Excess Amount, or would cause a class of the Fund to pay a different share of the investment advisory fee, then the Adviser also shall remit to the Fund an amount that, together with the waived or reduced investment advisory fee, is sufficient to pay said Excess Amount.

 

1.4. Year-End Adjustment. If necessary, on or before the last day of the first month of each fiscal year (or the termination of this Agreement if sooner), an adjustment payment shall be made by the appropriate party in order that the amount of the investment advisory fees waived or reduced and other payments remitted by the Adviser to the Fund with respect to the previous fiscal year shall equal the Excess Amount for said fiscal year.

 

2. Reimbursement of Fee Waivers and Expense Payments.

 

2.1. Reimbursement. At any time in which the Advisory Agreement still is in effect, the Adviser shall be entitled to reimbursement by the Fund, in whole or in part as provided below, of the investment advisory fees waived or reduced and other payments remitted by the Adviser to said Fund pursuant to Section 1 hereof to the extent that the estimated aggregate Fund Operating Expenses of said Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit (i) at the time of the fee waiver or expense payment and (ii) at the time of the reimbursement. The total amount of reimbursement to which the Adviser may be entitled (“Reimbursement Amount”) shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the Fund, pursuant to Section 1 hereof, during the rolling three (3)-year period preceding the reimbursement, less any reimbursement previously paid by said Fund to the Adviser, pursuant to this Section 2, with respect to said waivers, reductions, and payments. For the avoidance of doubt, the Reimbursement Amount for any said waiver, reduction or other remittance by the Adviser shall be determined by reference to the Reimbursement Amount’s own rolling three (3)-year period. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, for example, interest accruable on the Reimbursement Amount.

 

2.2. Board Notification. The Fund shall provide to the Board of Trustees of the Trust (the “Board”) a quarterly report of any reimbursements paid to the Adviser pursuant to this Agreement.

 

2.3. Method of Computation. To determine the Fund’s accrual, if any, to reimburse the Adviser for the Reimbursement Amount, each month the Fund Operating Expenses of the Fund shall be annualized as of the last day of the month. If the annualized Fund Operating Expenses of the Fund for any month are less than the Maximum Annual Operating Expense Limit of said Fund, then said Fund shall accrue into the Fund’s net asset value an amount payable to the Adviser sufficient to increase the annualized Fund Operating Expenses of that Fund to an amount no greater than the Maximum Annual Operating Expense Limit of that Fund, provided that said amount paid to the Adviser in no event shall exceed the total Reimbursement Amount. For accounting purposes, amounts accrued pursuant to this Section 2 shall be a liability of the Fund for purposes of determining the Fund’s net asset value.

 

2

 

2.4. Payment and Year-End Adjustment. Amounts accrued pursuant to this Agreement shall be payable to the Adviser as of the last day of each month. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of the Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to said fiscal year) do not exceed the Maximum Annual Operating Expense Limit for said fiscal year.

 

2.5. Survival. Subject to Section 2.1 above, this Section 2 shall survive the termination of this Agreement.

 

3. Term and Termination of Agreement.

 

This Agreement shall continue in effect with respect to the Funds until the date indicated on Schedule A (“Initial Term End Date”) and thereafter shall continue in effect from year to year for successive one-year periods; provided, that this Agreement may be terminated, without payment of any penalty, with respect to the Fund:

 

i.

by the Board, on behalf of a Fund, for any reason, upon ninety (90) days’ (or such shorter period as agreed to by the Adviser) prior written notice to the Adviser at the Adviser’s principal place of business, said termination to be effective as of the close of business on the last day of the then-current one-year period; or at such earlier time as agreed to by the Adviser; or

 

ii.

by the Adviser, for any reason, upon ninety (90) days’ (or such shorter period as agreed to by the Trust) prior written notice to the Trust at the Trust’s principal place of business, said termination to be effective as of the close of business on the Initial Term End Date or as of the close of business on the last day of the then-current one-year period; or at such earlier time, provided that said termination is approved by majority vote of the Trustees, including a majority of those Trustees who are not “interested persons” (as this term is defined in the 1940 Act) of the Trust (“Independent Trustees”) voting separately; and

 

iii.

automatically upon the termination of the Advisory Agreement.

 

4. Miscellaneous.

 

4.1. Captions. The captions in this Agreement are included for convenience of reference only and in no other way define or delineate any of the provisions hereof or otherwise affect the construction or effect of these provisions.

 

4.2. Interpretation. Nothing herein contained shall be deemed to require the Trust or a Fund to take any action contrary to the Trust’s Declaration of Trust or By-Laws, or any applicable statutory or regulatory requirement to which the Trust and/or the Fund is subject or by which the Trust and/or the Fund is bound, or to relieve or deprive the Board of the Board’s responsibility for and control of the conduct of the affairs of the Trust or the Funds.

 

3

4.3. Definitions. Any question of interpretation of any term or provision of this Agreement, including, but not limited to, the investment advisory fee, the computations of net asset values, and the allocation of expenses, having a counterpart in or otherwise derived from the terms and provisions of the Advisory Agreement or the 1940 Act, shall have the same meaning as and be resolved by reference to said Advisory Agreement or the 1940 Act.

 

4.4. Enforceability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to said jurisdiction, be ineffective to the extent of said 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.

 

4.5. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Delaware, without giving effect to the conflicts of law principles thereof, and the parties consent to the jurisdiction of courts, both state and federal, in the State of Delaware, with respect to any dispute under this Agreement.

 

4.6. Amendment. This Agreement may not be amended except pursuant to a writing signed by the parties hereto and in accordance with the 1940 Act, when applicable.

 

4.7. Assignment. This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

 

4.8. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, or rule, or otherwise shall be rendered invalid, the remainder of this Agreement shall not be affected thereby.

 

4.9. Entire Agreement. This Agreement, including any schedules hereto (each of which is incorporated herein and made a part hereof by these references), represents the entire agreement and understanding of the parties hereto, and shall supersede any prior agreements.

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

 

4

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by the parties’ respective officers thereunto duly authorized, as of the day and year first above written.

 

THE ADVISORS’ INNER CIRCLE FUND III,
on behalf of the series of the Trust set forth in Schedule A

 

/s/ Michael Beattie

Name: Michael Beattie
Title: President

 

LEGAL & GENERAL INVESTMENT MANAGEMENT AMERICA, INC.

 

/s/ Emma Rodriguez-Ayala

Name: Emma Rodriguez-Ayala
Title: General Counsel & Chief Compliance Officer

 

SCHEDULE A

 

MAXIMUM ANNUAL OPERATING EXPENSE LIMITS

 

This Agreement relates to the following Funds of the Trust:

 

Name of Fund	Share Class	Maximum Annual Net Operating Expense Limit (excluding Acquired Fund Fees & Expenses)	Initial Term End Date
Retirement Income Fund	R6 Shares	0.10%	February 28, 2022
	Institutional	0.05%
	W Shares	0.00%
Global Developed Equity Index Fund	Institutional	0.09%	February 28, 2022
Cash Flow Matched Bond Fund	Institutional	0.20%	February 28, 2022
Long Duration US Credit Fund	Institutional	0.30%	February 28, 2022
	W Shares	0.30%
US Credit Fund	Institutional	0.30%	February 28, 2022

 

 

A-1

AMENDED SCHEDULE A

Dated May 20, 2022

to the

EXPENSE LIMITATION AGREEMENT

Dated December 16, 2021 between

THE ADVISORS’ INNER CIRCLE FUND III

and

LEGAL & GENERAL INVESTMENT MANAGEMENT AMERICAS, INC.

 

MAXIMUM ANNUAL OPERATING EXPENSE LIMITS

 

This Agreement relates to the following Funds of the Trust:

 

Name of Fund	Share Class	Maximum Annual Net Operating Expense Limit (excluding Acquired Fund Fees & Expenses)	Initial Term End Date
Retirement Income Fund	R6 Shares Institutional W Shares	0.10% 0.05% 0.00%	February 28, 2022
Global Developed Equity Index Fund	Institutional	0.09%	February 28, 2022
Cash Flow Matched Bond Fund	Institutional	0.20%	February 28, 2022
Long Duration US Credit Fund	Institutional W Shares	0.30% 0.30%	February 28, 2022
US Credit Fund	Institutional	0.30%	February 28, 2022
Long Life Fund	R6 Shares Institutional W Shares	0.10% 0.05% 0.00%	February 28, 2024

  

ACKNOWLEDGED AND ACCEPTED BY:

 

THE ADVISORS’ INNER CIRCLE FUND III

 

/s/ Michael Beattie

Name: Michael Beattie

Title: President

 

LEGAL & GENERAL INVESTMENT MANAGEMENT AMERICA, INC.

 

/s/ Emma Rodriguez-Ayala

Name: Emma Rodriguez-Ayala

Title: General Counsel & Chief Compliance Officer

 

 

A-1

 

 

May 26, 2022

 

The Advisors’ Inner Circle Fund III

One Freedom Valley Drive

Oaks, Pennsylvania 19456

 

Re:

Opinion of Counsel regarding Post-Effective Amendment No. 333 to the Registration Statement filed on Form N-1A under the Securities Act of 1933 (File No. 333-192858)

 

Ladies and Gentlemen:

 

We have acted as counsel to The Advisors’ Inner Circle Fund III (the “Trust”), a Delaware statutory trust, in connection with the above-referenced registration statement (as amended, the “Registration Statement”), which relates to the Trust’s units of beneficial interest, with no par value per share (collectively, the “Shares”), of the following portfolio of the Trust: Legal & General Long Life Fund (the “Fund”). This opinion is being delivered to you in connection with the Trust’s filing of Post-Effective Amendment No. 333 to the Registration Statement (the “Amendment”) with the U.S. Securities and Exchange Commission pursuant to Rule 485(b) under the Securities Act of 1933, as amended (the “1933 Act”). With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part except to the extent otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon.

 

In connection with this opinion, we have reviewed, among other things, copies of the following documents:

 

(a)

a certificate of the State of Delaware certifying that the Trust is validly existing under the laws of the State of Delaware;

 

(b)

the Trust’s Agreement and Declaration of Trust dated December 4, 2013, as amended September 10, 2020 (the “Declaration of Trust”), and Amended and Restated By-Laws dated September 18, 2014, as amended June 25, 2020 (the “By-Laws”);

 

(c)

a certificate executed by Alexander Smith, the Assistant Secretary of the Trust, certifying as to, and attaching copies of, the Declaration of Trust and By-Laws and certain resolutions adopted by the Board of Trustees of the Trust authorizing the issuance of the Shares of the Fund; and

 

(d)

a printer’s proof of the Amendment.

  

In our capacity as counsel to the Trust, we have examined the originals, or certified, conformed or reproduced copies, of all records, agreements, instruments and documents as we have deemed relevant or necessary as the basis for the opinion hereinafter expressed. In all such examinations, we have assumed the legal capacity of all natural persons executing documents, the genuineness of all signatures, the authenticity of all original or certified copies, and the conformity to original or certified copies of all copies submitted to us as conformed or reproduced copies. As to various questions of fact relevant to such opinion, we have relied upon, and assume the accuracy of, certificates and oral or written statements of public officials and officers and representatives of the Trust. We have assumed that the Amendment, as filed with the U.S. Securities and Exchange Commission, will be in substantially the form of the printer’s proof referred to in paragraph (d) above.

 

	Morgan, Lewis & Bockius llp
	1701 Market Street
	Philadelphia, PA  19103-2921	+1.215.963.5000
	United States	+1.215.963.5001

 

Based upon, and subject to, the limitations set forth herein, we are of the opinion that the Shares, when issued and sold in accordance with the terms of purchase described in the Registration Statement, will be legally issued, fully paid and non-assessable under the laws of the State of Delaware.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not concede that we are in the category of persons whose consent is required under Section 7 of the 1933 Act.

 

Very truly yours,

 

/s/ Morgan, Lewis & Bockius LLP

 

2

Amended Schedule T

dated December 17, 2021

to

THE ADVISORS’ INNER CIRCLE FUND III

Amended and Restated Rule 18f-3 Multiple Class Plan

dated February 12, 2014

 

LGIMA Funds

(each a Fund to which Legal & General Investment Management America, Inc. serves as investment adviser)

 

Fund	Institutional Shares	W Shares	R6 Shares
Legal & General Retirement Income 2040 Fund	X	X	X
Legal & General Global Developed Equity Index Fund	X
Legal & General Cash Flow Matched Bond Fund	X
Legal & General Long Duration U.S. Credit Fund	X	X
Legal & General U.S. Credit Fund	X
Legal & General Long Life Fund	X	X	X

 

EXHIBIT T.1

 

LGIMA FUNDS

 

CERTIFICATE OF CLASS DESIGNATION

 

Institutional Shares

 

1.

Class-Specific Distribution Arrangements, Other Expenses

 

Institutional Shares are sold without a load or sales charge and are not subject to a Rule 12b-1 fee, but may be subject to a shareholder servicing fee that is payable under a Shareholder Service Plan.

 

Under the terms of the Shareholder Service Plan, certain Funds are permitted to compensate, out of the Institutional Shares’ assets, in an annual amount as described below, Service Providers (as defined in the Shareholder Service Plan) that have established a shareholder servicing relationship with the Funds on behalf of their customers who are Institutional Shares shareholders, as described in the Funds’ prospectus(es).

 

Fund	Shareholder Servicing Fee
Legal & General Retirement Income 2040 Fund
Legal & General Long Duration U.S. Credit Fund	Up to 0.15% of the average daily net assets
Legal & General Long Life Fund

 

2.

Eligibility of Purchasers

 

Institutional Shares are available to certain categories of investors, and may require a minimum initial investment amount, as described in the Funds’ prospectus(es).

 

3.

Voting Rights

 

Each shareholder of Institutional Shares will have one vote for each full Institutional Share held and a fractional vote for each fractional Institutional Share held. Shareholders of Institutional Shares will have: (i) exclusive voting rights regarding any matter submitted to shareholders that relates solely to Institutional Shares (such as a Rule 12b-1 Distribution Plan or Shareholder Service Plan relating to Institutional Shares); (ii) separate voting rights on any other matter submitted to shareholders in which the interests of the shareholders of Institutional Shares differ from the interests of holders of any other Class; and (iii) in all other respects the same rights and obligations as any other Class.

 

4.

Exchange Rights

 

Shareholders may exchange Institutional Shares of a Fund for Institutional Shares of another Fund, if and to the extent an exchange right is disclosed in the prospectus(es) for the applicable Fund and subject to the terms and conditions set forth in the prospectus(es) of the Fund, provided that the shareholder requesting the exchange meets the eligibility requirements of the Fund into which such shareholder seeks to have his/her/its shares exchanged, as set forth in the Funds’ prospectus(es).

 

 

5.

Conversion Rights

 

a. Conversion at the Option of a Shareholder

 

Shareholders of Institutional Shares of a Fund may convert such Institutional Shares into another Class of shares of the same Fund (an “Intra-Fund Conversion”), if and to the extent an applicable Intra-Fund Conversion right is disclosed in the prospectus(es) for the applicable Fund and subject to the terms and conditions set forth in the prospectus(es) of the Fund, provided that the shareholder requesting the Intra-Fund Conversion meets the eligibility requirements of the Class of shares into which such shareholder seeks to have his/her/its shares converted, as set forth in the Funds’ prospectus(es).

 

b. Conversion at the Option of a Fund

 

In the event that a shareholder no longer meets the eligibility requirements for investment in Institutional Shares, a Fund may, in its discretion, elect to convert such shareholder's Institutional Shares into a Class of shares for which such shareholder does meet the eligibility requirements. If such investor meets the eligibility requirements for more than one other Class, then such shareholder’s Institutional Shares shall be convertible into shares of the Class having the lowest total operating expenses for which such shareholder meets the eligibility requirements.

 

6.

Limitation on Conversion and Exchange Rights

 

Notwithstanding any other provision of this Certificate of Class Designation, conversion and exchange rights may not be available with respect to shares purchased through a financial intermediary who (i) has made arrangements with the Trust or the principal underwriter for the Funds to make available for investment only certain Funds or certain Classes of shares of the Funds, or (ii) has made arrangements with a shareholder to purchase a specific Class or Classes of shares on behalf of such shareholder.

 

 

EXHIBIT T.2

 

LGIMA FUNDS

 

CERTIFICATE OF CLASS DESIGNATION

 

W Shares

 

1.

Class-Specific Distribution Arrangements, Other Expenses

 

W Shares are sold without a load or sales charge and are not subject to a Rule 12b-1 fee, but may be subject to a shareholder servicing fee that is payable under a Shareholder Service Plan.

 

Under the terms of the Shareholder Service Plan, certain Funds are permitted to compensate, out of the W Shares’ assets, in an annual amount as described below, Service Providers (as defined in the Shareholder Service Plan) that have established a shareholder servicing relationship with the Funds on behalf of their customers who are W Shares shareholders, as described in the Funds’ prospectus(es).

 

Fund	Shareholder Servicing Fee
Legal & General Retirement Income 2040 Fund	Up to 0.10% of the average daily net assets
Legal & General Long Life Fund

 

 

2.

Eligibility of Purchasers

 

W Shares are available to certain categories of investors, and may require a minimum initial investment amount, as described in the Funds’ prospectus(es).

 

3.

Voting Rights

 

Each shareholder of W Shares will have one vote for each full W Share held and a fractional vote for each fractional W Share held. Shareholders of W Shares will have: (i) exclusive voting rights regarding any matter submitted to shareholders that relates solely to W Shares (such as a Rule 12b-1 Distribution Plan or Shareholder Service Plan relating to W Shares); (ii) separate voting rights on any other matter submitted to shareholders in which the interests of the shareholders of W Shares differ from the interests of holders of any other Class; and (iii) in all other respects the same rights and obligations as any other Class.

 

4.

Exchange Rights

 

Shareholders may exchange W Shares of a Fund for W Shares of another Fund, if and to the extent an exchange right is disclosed in the prospectus(es) for the applicable Fund and subject to the terms and conditions set forth in the prospectus(es) of the Fund, provided that the shareholder requesting the exchange meets the eligibility requirements of the Fund into which such shareholder seeks to have his/her/its shares exchanged, as set forth in the Funds’ prospectus(es).

 

 

5.

Conversion Rights

 

a. Conversion at the Option of a Shareholder

 

Shareholders of W Shares of a Fund may convert such W Shares into another Class of shares of the same Fund (an “Intra-Fund Conversion”), if and to the extent an applicable Intra-Fund Conversion right is disclosed in the prospectus(es) for the applicable Fund and subject to the terms and conditions set forth in the prospectus(es) of the Fund, provided that the shareholder requesting the Intra-Fund Conversion meets the eligibility requirements of the Class of shares into which such shareholder seeks to have his/her/its shares converted, as set forth in the Funds’ prospectus(es).

 

b. Conversion at the Option of a Fund

 

In the event that a shareholder no longer meets the eligibility requirements for investment in W Shares, a Fund may, in its discretion, elect to convert such shareholder's W Shares into a Class of shares for which such shareholder does meet the eligibility requirements. If such investor meets the eligibility requirements for more than one other Class, then such shareholder’s W Shares shall be convertible into shares of the Class having the lowest total operating expenses for which such shareholder meets the eligibility requirements.

 

6.

Limitation on Conversion and Exchange Rights

 

Notwithstanding any other provision of this Certificate of Class Designation, conversion and exchange rights may not be available with respect to shares purchased through a financial intermediary who (i) has made arrangements with the Trust or the principal underwriter for the Funds to make available for investment only certain Funds or certain Classes of shares of the Funds, or (ii) has made arrangements with a shareholder to purchase a specific Class or Classes of shares on behalf of such shareholder.

 

EXHIBIT T.3

 

LGIMA FUNDS

 

CERTIFICATE OF CLASS DESIGNATION

 

R6 Shares

 

1.

Class-Specific Distribution Arrangements, Other Expenses

 

R6 Shares are sold without a load or sales charge and are not subject to a Rule 12b-1 fee, but may be subject to a shareholder servicing fee that is payable under a Shareholder Service Plan.

 

Under the terms of the Shareholder Service Plan, certain Funds are permitted to compensate, out of the R6 Shares’ assets, in an annual amount as described below, Service Providers (as defined in the Shareholder Service Plan) that have established a shareholder servicing relationship with the Funds on behalf of their customers who are R6 Shares shareholders, as described in the Funds’ prospectus(es).

 

Fund	Shareholder Servicing Fee
Legal & General Retirement Income 2040 Fund	Up to 0.20% of the average daily net assets
Legal & General Long Life Fund

 

2.

Eligibility of Purchasers

 

R6 Shares are available to certain categories of investors, and may require a minimum initial investment amount, as described in the Funds’ prospectus(es).

 

3.

Voting Rights

 

Each shareholder of R6 Shares will have one vote for each full R6 Share held and a fractional vote for each fractional R6 Share held. Shareholders of R6 Shares will have: (i) exclusive voting rights regarding any matter submitted to shareholders that relates solely to R6 Shares (such as a Rule 12b-1 Distribution Plan or Shareholder Service Plan relating to R6 Shares); (ii) separate voting rights on any other matter submitted to shareholders in which the interests of the shareholders of R6 Shares differ from the interests of holders of any other Class; and (iii) in all other respects the same rights and obligations as any other Class.

 

4.

Exchange Rights

 

Shareholders may exchange R6 Shares of a Fund for R6 Shares of another Fund, if and to the extent an exchange right is disclosed in the prospectus(es) for the applicable Fund and subject to the terms and conditions set forth in the prospectus(es) of the Fund, provided that the shareholder requesting the exchange meets the eligibility requirements of the Fund into which such shareholder seeks to have his/her/its shares exchanged, as set forth in the Funds’ prospectus(es).

 

 

5.

Conversion Rights

 

a. Conversion at the Option of a Shareholder

 

Shareholders of R6 Shares of a Fund may convert such R6 Shares into another Class of shares of the same Fund (an “Intra-Fund Conversion”), if and to the extent an applicable Intra-Fund Conversion right is disclosed in the prospectus(es) for the applicable Fund and subject to the terms and conditions set forth in the prospectus(es) of the Fund, provided that the shareholder requesting the Intra-Fund Conversion meets the eligibility requirements of the Class of shares into which such shareholder seeks to have his/her/its shares converted, as set forth in the Funds’ prospectus(es).

 

b. Conversion at the Option of a Fund

 

In the event that a shareholder no longer meets the eligibility requirements for investment in R6 Shares, a Fund may, in its discretion, elect to convert such shareholder's R6 Shares into a Class of shares for which such shareholder does meet the eligibility requirements. If such investor meets the eligibility requirements for more than one other Class, then such shareholder’s R6 Shares shall be convertible into shares of the Class having the lowest total operating expenses for which such shareholder meets the eligibility requirements.

 

6.

Limitation on Conversion and Exchange Rights

 

Notwithstanding any other provision of this Certificate of Class Designation, conversion and exchange rights may not be available with respect to shares purchased through a financial intermediary who (i) has made arrangements with the Trust or the principal underwriter for the Funds to make available for investment only certain Funds or certain Classes of shares of the Funds, or (ii) has made arrangements with a shareholder to purchase a specific Class or Classes of shares on behalf of such shareholder.

 

 

 

 

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