AMENDMENT TO

INVESTMENT ADVISORY AGREEMENT

 

This Amendment to Investment Advisory Agreement (“Amendment”) is entered into as of this ___ day of June 2026 (the “Effective Date”), by and between The Advisors’ Inner Circle Fund III, a Delaware statutory trust (the “Trust”), and RWC Asset Management LLP, a limited liability partnership organized under the laws of England and Wales (the “Adviser”). Capitalized terms not defined in this Amendment shall have the definition set forth in the Agreement (as defined below).

 

WHEREAS, the Trust and Adviser have entered into an Investment Advisory Agreement dated September 30, 2024, as amended from time to time (the “Agreement”); and

 

WHEREAS, the Trust and Adviser desire that the Agreement be amended to reflect the addition of the Redwheel International Value ETF, a new series of the Trust that will operate as an exchange-traded fund (an “ETF”), to the Agreement, and to add certain provisions to the Agreement applicable to the operation of ETFs.

 

NOW, THEREFORE, the parties hereto, in consideration of the premises and of the mutual agreements contained herein, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, agree as follows:

 

1.The Redwheel International Value ETF shall be added to the Agreement as a new Fund (as defined in the Agreement) and hereinafter shall also be included when a reference to “Fund” is made in this Amendment or the Agreement, as applicable. Schedule A to the Agreement is hereby deleted in its entirety and replaced by the Amended and Restated Schedule A attached as Exhibit I hereto.

 

2.The following is hereby added as a new Section 24 of the Agreement:

 

Portfolio Composition File. The Adviser, or delegated Sub-Adviser, initially shall determine, and shall make any subsequent modifications to, the portfolio composition file (the “PCF”) for the Redwheel International Value ETF. The PCF shall specify the amount of the cash component, the identity and number of shares of securities to be accepted in exchange for “Creation Units” for the Redwheel International Value ETF, and the securities that will be applicable that day to redemption requests received for the Redwheel International Value ETF (and may give directions to the Trust’s custodian with respect to said designations).

 

3.As required under clause 1(g) of the Agreement, the Trust confirms that the proposed delegation of investment management services by the Adviser to Exchange Traded Concepts, LLC in relation to Redwheel International Value ETF has been approved by a majority of the Trustees and, to the extent required by the 1940 Act and the rules and regulations thereunder, and subject to any applicable guidance, exemptive order, or interpretation of the SEC or the SEC's staff, the prior approval by the shareholders of the Fund.

 

4.Pursuant to Clause 15(c)(c), the Trust consents to the disclosure of Confidential Information to Exchange Traded Concepts, LLC to the extent reasonably required in connection with the delegation of investment management services described at clause 3 of this Amendment.

 

5.Except to the extent amended by this Amendment, the Agreement shall remain unchanged and in full force and effect, and is hereby ratified and confirmed in all respects as amended hereby.

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered as of the day and year first written above.

 

THE ADVISORS’ INNER CIRCLE FUND III   RWC ASSET MANAGEMENT LLP  
           
By:     By:    
           
Name     Name    
           
Title     Title    
           
      By:    
           
      Name    
           
      Title    

 

– Signature Page –
Amendment to Investment Advisory Agreement

 

 

 

EXHIBIT I

 

AMENDED AND RESTATED SCHEDULE A TO

 

RWC ASSET MANAGEMENT LLP

 

INVESTMENT ADVISORY AGREEMENT

 

Exhibit I

 

 

 

AMENDED AND RESTATED SCHEDULE A

Dated June __, 2026

to the

INVESTMENT ADVISORY AGREEMENT

dated September 30, 2024, between

THE ADVISORS’ INNER CIRCLE FUND III

and

RWC ASSET MANAGEMENT LLP

 

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 Fee Rate
Redwheel Next Generation Power Infrastructure Fund 0.75%
Redwheel International Value ETF 0.55%

 

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