EX-99.H1V 6 ex-h1v.txt SERIES SCHEDULE DATED SEPTEMBER __, 2014 TO ADMINISTRATION AGREEMENT DATED AS OF FEBRUARY 12, 2014 BETWEEN THE ADVISORS' INNER CIRCLE FUND III, AND LOGAN CIRCLE PARTNERS, L.P. (THE "INVESTMENT ADVISOR") ON BEHALF OF THE LOGAN CIRCLE PARTNERS FUNDS AND SEI INVESTMENTS GLOBAL FUNDS SERVICES FUNDS: [NAME OF FUNDS] and any additional funds established subsequent to the date hereof (each a "Fund" and collectively, the "Funds") ADMINISTRATION AND The following fees shall be calculated FUND ACCOUNTING FEES: daily and payable monthly to SEI under the Amended Agreements out of the assets of each Fund, except to the extent the Adviser agrees to waive its fees or reimburse the Fund's expenses, in which case such fees shall be paid by the Adviser. Each Fund will be charged the greater of its Asset Based Fee or its Annual Minimum Fee. The fees applicable to each Fund will be based on the investment strategy of the Fund as set forth below. CORE PLUS OR HIGH YIELD FUND 10 basis points on the first $500 FUND ASSET BASED FEE: million in assets; 9 basis points for assets between $500 and $750 million; 8 basis points for all assets in excess of $750 million. MULTI-SECTOR FUND 12 basis points on the first $500 ASSET BASED FEE: million in assets; 10 basis points for assets between $500 and $750 million; 9 basis points for all assets in excess of $750 million. EQUITY GROWTH FUND 10 basis points on the first $500 FUND ASSET BASED FEE: million in assets; 8 basis points for all assets in excess of $500 million. The Asset Based Fees shall be calculated based on the aggregate average daily net assets of a Fund during the relevant period. ANNUAL MINIMUM FEE: The initial Annual Minimum Fee shall be $100,000 for each Fund with either a Core Plus or High Yield investment strategy, $110,000 for each Fund with a Multi-Sector investment strategy, and $100,000 for each Fund with an Equity Growth Plus investment strategy. The foregoing Annual Minimum Fees assume that each Fund includes one class of shares of beneficial interest (each, a "Class"). In the event a Fund is comprised of more than one Class, the Fund will be assessed an additional annual fee equal to $10,000 per Class. NEW FUND FEES: There will be a one-time additional service charge of $10,000 for services provided by SEI in assisting and coordinating the launch of each new Fund on behalf of the Adviser, such fee to be paid by the Adviser by electronic wire transfer of immediately available funds to the wire instructions set forth below in advance of SEI beginning performance of the new Fund organizational services; provided, however, that such fee shall not apply with respect to the first five Funds established hereunder. For the avoidance of doubt, this Schedule need not be updated each time a new Fund is added to the Trust. Wells Fargo Bank NA Winston-Salem, NC ABA # 053000219 SEI Investments Company Acct #2079900401288 Ref: LOGAN CIRCLE PARTNERS SERIES TRUST -- New Funds ADVISER MAINTENANCE FEE: To the extent that the Board of Trustees of the Trust (the "Board") has approved a Fund within the Trust and approved Adviser as the Fund's adviser, and such Fund has not commenced operations (as defined below) by the date that is the three-month anniversary of the date of the last such approval (the "Approval Date"), then Adviser shall pay SEI a relationship maintenance fee equal to $400 per month for each month that the Fund has not commenced operations and such fee shall be retroactive to include each of the first three months following the Approval Date. For purposes of the foregoing, a Fund shall be deemed to have "commenced operations" as of the date on which SEI first calculates a Fund's official net asset value. ANNUAL CPI INCREASE: From and after the expiration of the Initial Term, the fees payable hereunder shall be subject to one annual increase at SEI's discretion, equal to the percentage increase in the Philadelphia Consumer Price Index since the Amendment Effective Date with respect to the first such increase and since the date of the immediately preceding increase with respect to all subsequent increases; provided, however, that SEI shall notify a Fund of its intent to effectuate any such increase at least thirty days prior to the effectiveness of such increase. REORGANIZATION FEES: The Adviser shall pay SEI a transaction charge equal to $50,000 in connection with each Reorganization Event to which any Fund thereof is a party, provided however that a Fund's transition into the Trust shall not be considered to be a Reorganization Event. For purposes of the foregoing, a "Reorganization Event" means any material change in the organizational structure of a Fund, including, without limitation, any merger, acquisition or divestiture of all or any portion of the assets of a Fund as well as any acquisition or merger by a Fund of any other Fund or assets into the Fund. OPERATIONAL AUTOMATION: A critical component of SEI's services is valuation of a Fund's portfolio. Automated trade delivery and receipt between a Fund's Adviser and Administrator is critical to high quality service. Accordingly, Administrator and the Adviser agree to use best efforts to implement automated trade delivery and receipt as soon as practicable after a Fund's establishment in the Trust. TERM: The term of the Schedule with respect to each Fund for the fund administration and accounting agreement shall be for a period of four years from and after the date that the Fund commences operations and SEI begins calculating such Fund's official net asset value (the "Initial Term"). Following expiration of the Initial Term, the term shall continue in effect for successive periods of two years (each, a "Renewal Term"). The Initial Term of the Schedule with respect to each Fund for the distribution agreement shall be for a period of two years, and each Renewal Term shall be for one year periods. TERMINATION: The Schedules may be terminated only: (a) by SEI or a Fund at the end of the Initial Term or the end of any Renewal Term on ninety days prior written notice; (b) by SEI or a Fund on such date as is specified in written notice given by the terminating party, in the event of a material breach of this Agreement by the other party, provided the terminating party has notified the other party of such material breach at least sixty days prior to the specified date of termination and the breaching party has not remedied such breach by the specified date; (c) as to any Fund, upon forty-five days prior written notice, effective (i) upon the reorganization or merger of a Fund into another entity, provided that SEI or one of its affiliates enters into a written agreement to provide administration services on behalf of such surviving entity, or (ii) upon any "change of control" of the Adviser by sale, merger, reorganization, acquisition or other disposition of substantially all of the assets of the Adviser to a third party, provided that SEI or one of its affiliates enters into a written agreement to provide administration services on behalf of the third party or surviving entity; or (d) by a Fund giving ninety days prior notice in writing to SEI prior to the Liquidation (as hereinafter defined) of such Fund. For purposes of this paragraph, the term "Liquidation" shall mean a transaction in which all the assets of a Fund are sold or otherwise disposed of and proceeds there from are distributed in cash to the shareholders in complete liquidation of the interests of Interest holders in such Fund. Termination for Liquidation shall be effective as of the date of such Liquidation. Notwithstanding the foregoing, the right to terminate for Liquidation set forth herein shall not relieve the liquidating Fund of its obligation to pay the fees set forth in the Amended Agreements for the remainder of the ninety day notice period referenced herein. For purposes of this paragraph, the term "change of control" shall mean any transaction that results in the transfer of right, title and ownership of fifty-one percent or more of the equity interests of the Adviser to a third party. For the avoidance of doubt, except as expressly set forth below, the Amended Agreements may be terminated as set forth above for no additional fees and the Buyout Amount set forth below shall not be apply. EARLY TERMINATION: In the event that the parties may agree to terminate the Amended Agreements with respect to a Fund before the expiration of the then current term (hereinafter, an "Early Termination"), on or before such effective date of termination, (i) the terminating Fund shall not be in material breach of the Amended Agreement and (ii) the Adviser shall pay a Buyout Amount to SEI in the manner set forth below. As used herein, the term "Buyout Amount" shall mean the amount that is equal to (1) the average monthly fee payable by the Fund to SEI hereunder during the six month period (or such shorter period if fewer than six months have elapsed since the effective date of this Schedule) immediately preceding the mutual agreement called for in this paragraph multiplied by (2) the number of months remaining in the then current term (including any Renewal Term to which the Fund is already committed); provided, however, that in the event that the Early Termination is effected upon any "change of control" of the Adviser by sale, merger, reorganization, acquisition or other disposition of substantially all of the assets of the Adviser to a third party and neither SEI nor one of its affiliates enters into a written agreement to provide administration services on behalf of the third party or surviving entity, then the term "Buyout Amount" shall mean the amount that is equal to (1) the average monthly fee payable by the Fund to SEI hereunder during the six month period (or such shorter period if fewer than six months have elapsed since the effective date of this Schedule) immediately preceding the mutual agreement called for in this paragraph multiplied by (2) the lesser of (x) the number of months remaining in the then current term (including any Renewal Term to which the Fund is already committed) or (y) twelve months. The Adviser shall pay the Buyout Amount to SEI promptly after the effective date of the Early Termination by means of wire or other immediately available funds. ADVISER EXPENSE REPAYMENT: FINRA fees for mutual fund marketing materials advanced by SEI, in its sole discretion on behalf of a Fund or the undersigned Adviser not covered under an expense limitation agreement between a Fund and the Adviser and such other fees as the parties may mutually agree upon in advance and in writing from time to time shall be promptly repaid to SEI ("Repayment Obligation"). Any such Repayment Obligation of the Adviser shall survive: (i) the termination of the Agreement and this Schedule thereto, (ii) any merger or liquidation of any subject Fund, unless and until the Repayment Obligation is indefeasibly paid in full. ASSUMPTIONS: The Adviser on behalf of each Fund shall use commercially reasonable efforts to implement automatic trade communication to SEI and automated custody reconciliation as soon as practicable following the date of this Schedule. The Adviser acknowledges and accepts that the Trust structure in place facilitates the administrative service offering by SEI and that certain Trust level service provider agreements currently in place (e.g., Transfer Agency Agreement, Custody Agreement) are entered into and agreed to between the Trust and the applicable service provider and that the services being provided otherwise benefit the Fund. The Adviser acknowledges and agrees that it has reviewed and understands the general terms and conditions of these service provider agreements and consents to the obligations, applicable fees and the services to be provided to the Fund under such Agreements. INVESTMENT ADVISOR The Investment Advisor shall be SPECIFIC OBLIGATIONS responsible for providing the following information to the Administrator as indicated: (a) A list of contact persons (primary, backup and secondary backup) of each Series' Investment Advisor, and, if applicable, sub-advisor, who can be reached until 6:30 p.m. ET with respect to valuation matters. (b) Copies of all Trust Data reasonably requested by the Administrator or necessary for the Administrator to perform its obligations pursuant to this Agreement. (c) Notices to the Investment Advisor pursuant to Section 12.08 of the Agreement shall be sent to: Name of Contact: _______________________ Address: _______________________________ Telephone No.: _________________________ Facsimile No.: _________________________ Email Address:__________________________ IN WITNESS WHEREOF, the parties hereto have executed this Series Schedule to the Administration Agreement dated February 12, 2014 by their duly authorized representatives as of the day and year first above written. THE ADVISORS' INNER CIRCLE FUND III, On behalf of the BY: ____________________________________ Name: Title: SEI INVESTMENTS GLOBAL FUNDS SERVICES BY: ____________________________________ Name: Title: AGREED TO AND ACCEPTED BY: Logan Circle Partners, L.P., Advisor to Logan Circle Partners Funds BY: ____________________________________ Name: Title: