Advisors' Inner Circle Fund III (Form: N-1A/A, Received: 03/19/2014 06:01:48)

AS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ON MARCH 18, 2014

                                               File No. 033-192858
                                                File No. 811-22920
      U.S. SECURITIES AND EXCHANGE COMMISSION
               WASHINGTON, D.C. 20549

                     FORM N-1A

          REGISTRATION STATEMENT UNDER THE
                SECURITIES ACT OF 1933                         /X/
            PRE-EFFECTIVE AMENDMENT NO. 2                      /X/
                        AND
          REGISTRATION STATEMENT UNDER THE
           INVESTMENT COMPANY ACT OF 1940                      /X/
                   AMENDMENT NO. 2                             /X/

        THE ADVISORS' INNER CIRCLE FUND III
 (Exact Name of Registrant as Specified in Charter)

              ONE FREEDOM VALLEY DRIVE
              OAKS, PENNSYLVANIA 19456
 (Address of Principal Executive Offices, Zip Code)

                   (800) 932-7781
(Registrant's Telephone Number, including Area Code)

                  MICHAEL BEATTIE
                C/O SEI CORPORATION
              ONE FREEDOM VALLEY DRIVE
              OAKS, PENNSYLVANIA 19456
      (Name and Address of Agent for Service)

Copies to:

TIMOTHY W. LEVIN, ESQUIRE                          DIANNE M. DESCOTEAUX, ESQUIRE
MORGAN, LEWIS & BOCKIUS LLP                        C/O SEI CORPORATION
1701 MARKET STREET                                 ONE FREEDOM VALLEY DRIVE
PHILADELPHIA, PENNSYLVANIA 19103                   OAKS, PENNSYLVANIA 19456

Approximate Date of Proposed Public Offering: AS SOON AS PRACTICABLE AFTER THIS
REGISTRATION STATEMENT BECOMES EFFECTIVE.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

THE ADVISORS' INNER CIRCLE FUND III

PROSPECTUS

MARCH 21, 2014

NORTHPOINTE MICRO CAP EQUITY FUND
(Institutional Shares: )

(Investor Shares: )

NORTHPOINTE SMALL CAP GROWTH FUND
(Institutional Shares: )

(Investor Shares: )

NORTHPOINTE SMALL CAP VALUE FUND
(Institutional Shares: NPIVX)

(Investor Shares: NPSVX)

NORTHPOINTE LARGE CAP VALUE FUND
(Institutional Shares: NPILX)

(Investor Shares: NPLVX)

INVESTMENT ADVISER:
NORTHPOINTE CAPITAL, LLC

THE U.S. SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED

THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                             ABOUT THIS PROSPECTUS

THIS PROSPECTUS HAS BEEN ARRANGED INTO DIFFERENT SECTIONS SO THAT YOU CAN
EASILY REVIEW THIS IMPORTANT INFORMATION. FOR DETAILED INFORMATION ABOUT EACH
FUND, PLEASE SEE:

                                                                  PAGE
NORTHPOINTE MICRO CAP EQUITY FUND ................................  1
     INVESTMENT OBJECTIVE ........................................  1
     FUND FEES AND EXPENSES ......................................  1
     PRINCIPAL INVESTMENT STRATEGIES .............................  2
     PRINCIPAL RISKS .............................................  3
     PERFORMANCE INFORMATION .....................................  4
     INVESTMENT ADVISER ..........................................  4
     PORTFOLIO MANAGER ...........................................  4
NORTHPOINTE SMALL CAP GROWTH FUND ................................  5
     INVESTMENT OBJECTIVE ........................................  5
     FUND FEES AND EXPENSES ......................................  5
     PRINCIPAL INVESTMENT STRATEGIES .............................  6
     PRINCIPAL RISKS .............................................  7
     PERFORMANCE INFORMATION .....................................  8
     INVESTMENT ADVISER ..........................................  9
     PORTFOLIO MANAGERS ..........................................  9
NORTHPOINTE SMALL CAP VALUE FUND ................................. 10
     INVESTMENT OBJECTIVE ........................................ 10
     FUND FEES AND EXPENSES ...................................... 10
     PRINCIPAL INVESTMENT STRATEGIES ............................. 11
     PRINCIPAL RISKS ............................................. 12
     PERFORMANCE INFORMATION ..................................... 13
     INVESTMENT ADVISER .......................................... 14
     PORTFOLIO MANAGERS .......................................... 14
NORTHPOINTE LARGE CAP VALUE FUND ................................. 15
     INVESTMENT OBJECTIVE ........................................ 15
     FUND FEES AND EXPENSES ...................................... 15
     PRINCIPAL INVESTMENT STRATEGIES ............................. 16
     PRINCIPAL RISKS ............................................. 17
     PERFORMANCE INFORMATION ..................................... 18
     INVESTMENT ADVISER .......................................... 18
     PORTFOLIO MANAGERS .......................................... 18
SUMMARY INFORMATION ABOUT THE PURCHASE AND SALE OF FUND
  SHARES, TAXES AND FINANCIAL INTERMEDIARY COMPENSATION .......... 19
MORE INFORMATION ABOUT RISK ...................................... 20
MORE INFORMATION ABOUT THE FUNDS' INVESTMENT
  OBJECTIVES AND STRATEGIES ...................................... 21
INFORMATION ABOUT PORTFOLIO HOLDINGS ............................. 24
INVESTMENT ADVISER ............................................... 25
PORTFOLIO MANAGERS ............................................... 26
RELATED PERFORMANCE DATA OF THE ADVISER .......................... 26
PURCHASING, SELLING AND EXCHANGING FUND SHARES ................... 31
SHAREHOLDER SERVICING ARRANGEMENTS ............................... 39
PAYMENTS TO FINANCIAL INTERMEDIARIES ............................. 41
OTHER POLICIES ................................................... 41
DIVIDENDS AND DISTRIBUTIONS ...................................... 44
TAXES ............................................................ 45
HOW TO OBTAIN MORE INFORMATION ABOUT THE FUNDS ................... Back Cover

NorthPointe Micro Cap Equity Fund and NorthPointe Small Cap Growth Fund are currently not available for purchase.

NORTHPOINTE MICRO CAP EQUITY FUND

INVESTMENT OBJECTIVE

The investment objective of the NorthPointe Micro Cap Equity Fund (the "Fund") is to seek long-term capital appreciation.

FUND FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold Institutional Shares or Investor Shares of the Fund.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

INSTITUTIONAL AND
INVESTOR SHARES

Redemption Fee (as a percentage of amount redeemed or exchanged, if redeemed or
exchanged within 90 days of purchase) 2.00%

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT YOU PAY EACH YEAR AS A PERCENTAGE OF THE VALUE OF YOUR INVESTMENT)

------------------------------------------------------------------------------------------------------------------------------------
                                                         INSTITUTIONAL SHARES           INVESTOR SHARES
------------------------------------------------------------------------------------------------------------------------------------
Management Fees                                                    1.00%                     1.00%
------------------------------------------------------------------------------------------------------------------------------------
Other Expenses
------------------------------------------------------------------------------------------------------------------------------------
     Shareholder Servicing Fees                                    None                      0.25%
------------------------------------------------------------------------------------------------------------------------------------
     Other Operating Expenses(1)                                   2.89%                     2.89%
                                                                   -----                     -----
------------------------------------------------------------------------------------------------------------------------------------
Total Other Expenses                                               2.89%                     3.14%
------------------------------------------------------------------------------------------------------------------------------------
Acquired Fund Fees and Expenses(2)                                 0.01%                     0.01%
                                                                   -----                     -----
------------------------------------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses(3)                            3.90%                     4.15%
------------------------------------------------------------------------------------------------------------------------------------
Less Fee Reductions and/or Expense                                (2.44)%                   (2.44)%
Reimbursements                                                    -------                   -------
------------------------------------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses after Fee                     1.46%                     1.71%
Reductions and/or Expense Reimbursements(3)
------------------------------------------------------------------------------------------------------------------------------------

(1) Other Operating Expenses are based on estimated amounts for the current fiscal year.

(2) Acquired Fund Fees and Expenses are based on estimated amounts for the current fiscal year.

(3) NorthPointe Capital, LLC (the "Adviser") has contractually agreed to waive fees and reimburse expenses to the extent necessary to keep Total Annual Fund Operating Expenses (excluding interest, taxes, brokerage commissions, Acquired Fund Fees and Expenses, and extraordinary expenses (collectively, "excluded expenses")) from exceeding 1.45% of the Fund's Institutional Shares' average daily net assets and 1.70% of the Fund's Investor Shares' average daily net assets until February 29, 2016 (the "Contractual Expense Limitation"). In addition, if at any point Total Annual Fund Operating Expenses (not including excluded expenses) are below the Contractual Expense Limitation, the Adviser may receive from the Fund the difference between the Total Annual Fund Operating Expenses (not including excluded expenses) and the Contractual Expense Limitation to recover all or a portion of its prior fee waivers or expense reimbursements made during the preceding three-year period during which this agreement was in place. This agreement may be terminated: (i) by the Board, for any reason at any time; or (ii) by the Adviser, upon ninety (90) days' prior written notice to the Trust, effective as of the close of business on February 29, 2016.

EXAMPLE

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.

The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses (including capped expenses for the period described in the footnote to the fee table) remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

--------------------------------------------------------------------------------
                                    1 YEAR          3 YEARS
--------------------------------------------------------------------------------
     Institutional Shares           $149             $743
--------------------------------------------------------------------------------
     Investor Shares                $174             $818
--------------------------------------------------------------------------------

PORTFOLIO TURNOVER

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in total annual fund operating expenses or in the example, affect the Fund's performance.

PRINCIPAL INVESTMENT STRATEGIES

Under normal circumstances, the Fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity securities of micro-cap companies. This investment policy may be changed by the Fund upon 60 days' prior written notice to shareholders. The Fund considers micro-cap companies to be those companies whose market capitalization is within the range of the companies included in the Russell Microcap[R] Index (the "Index") as of the time of investment. As of the June 30, 2013 Index reconstitution, the market capitalizations of companies included in the Index ranged from $30 million to $748 million. The equity securities in which the Fund invests are primarily common stocks of U.S. companies and the Fund may invest without limit in initial public offerings ("IPOs").

The Fund focuses on small, undiscovered, emerging growth companies in an attempt to provide investors with potentially higher returns than would be achieved by investing in larger, more established companies. The Adviser defines "undiscovered" companies as those companies in the early stages of growth that have not yet reached the height of their earnings potential and therefore are not as sought after in the market as other securities, but have rates of growth that the Adviser believes may make them attractive investments for the Fund. Since micro-cap companies are generally not as well known and have less of an institutional following than larger companies, the Adviser believes they may also provide opportunities for higher returns due to inefficiencies in the market. In analyzing specific companies for possible investment, NorthPointe Capital, LLC (the "Adviser") ordinarily looks for several of the following characteristics: above average earnings growth; attractive valuation; development of new products, technologies or markets; high quality balance sheet and a strong management team. Although the Adviser looks

for companies with the potential for strong earnings growth rates, some of the Fund's investments may be in companies that are experiencing losses.

The Adviser may sell a particular security based on the following criteria:
changes in company fundamentals; weak company management; the opportunity to purchase other, more attractively priced securities; weakening financial stability of a company; or when a security's market capitalization reaches twice its market capitalization at the time of initial purchase. The Fund is not required to sell a security that has appreciated beyond the range of the Russell Microcap[R] Index, but it typically will do so.

Due to its investment strategy, the Fund may buy and sell securities frequently. This may result in higher transaction costs and additional capital gains liabilities than a fund with a buy and hold strategy. Higher transaction costs may negatively impact Fund performance.

PRINCIPAL RISKS

As with all mutual funds, a shareholder is subject to the risk that his or her investment could lose money. AN INVESTMENT IN THE FUND IS NOT A BANK DEPOSIT AND IS NOT INSURED OR GUARANTEED BY THE FDIC OR ANY GOVERNMENT AGENCY. The principal risks affecting shareholders' investments in the Fund are set forth below.

EQUITY RISK -- Since it purchases equity securities, the Fund is subject to the risk that stock prices will fall over short or extended periods of time. Historically, the equity markets have moved in cycles, and the value of the Fund's equity securities may fluctuate drastically from day to day. Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. These factors contribute to price volatility, which is the principal risk of investing in the Fund.

MICRO-CAPITALIZATION COMPANY RISK -- Micro-capitalization companies may be newly formed or in the early stages of development with limited product lines, markets or financial resources. Therefore, micro-capitalization companies may be less financially secure than large-, mid- or small-capitalization companies and may be more vulnerable to key personnel losses due to reliance on a smaller number of management personnel. In addition, there may be less public information available about these companies. Micro-cap stock prices may be more volatile than large-, mid- and small-capitalization companies and such stocks may be more thinly traded and thus difficult for the Fund to buy and sell in the market. Investing in micro-cap companies requires a longer term investment view and may not be appropriate for all investors.

IPO RISK -- Availability of IPOs may be limited and the Fund may not be able to buy any shares at the offering price, or may not be able to buy as many shares at the offering price as it would like. Further, IPO prices often are subject to greater and more unpredictable price changes than more established stocks and their impact on the Fund's performance would be uncertain.

PORTFOLIO TURNOVER RISK -- The Fund may buy and sell securities frequently. Such a strategy often involves higher expenses, including brokerage commissions, and may increase the amount of capital gains (in particular, short term gains) realized by the Fund. Shareholders may pay tax on such capital gains and will indirectly incur additional expenses related to a fund with a higher portfolio turnover rate.

NEW FUND RISK -- Investors in the Fund bear the risk that the Fund may not be successful in implementing its investment strategy, may not employ a successful investment strategy, or may fail to attract sufficient assets under management to realize economies of scale, any of which could result in the Fund being liquidated at any time without shareholder approval and at a time that may not be favorable for all shareholders. Such liquidation could have negative tax consequences for shareholders and will cause shareholders to incur expenses of liquidation.

PERFORMANCE INFORMATION

The Fund has not commenced operations, and therefore has no performance history. Once the Fund has completed a full calendar year of operations, a bar chart and table will be included that will provide some indication of the risks of investing in the Fund by showing the variability of the Fund's returns and comparing the Fund's performance to a broad measure of market performance.

Of course, the Fund's past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future. Current performance information is available on the Fund's website at www.northpointefunds.com or by calling the Fund at 1-877-457-NPF3 (1-877-457-6733).

INVESTMENT ADVISER

NorthPointe Capital, LLC

PORTFOLIO MANAGER

Carl Wilk, CFP, partner and portfolio manager, has managed the Fund since its inception in 2014.

FOR IMPORTANT INFORMATION ABOUT THE PURCHASE AND SALE OF FUND SHARES, TAXES AND FINANCIAL INTERMEDIARY COMPENSATION, PLEASE TURN TO "SUMMARY INFORMATION ABOUT THE PURCHASE AND SALE OF FUND SHARES, TAXES AND FINANCIAL INTERMEDIARY COMPENSATION" ON PAGE 19 OF THIS PROSPECTUS.

NORTHPOINTE SMALL CAP GROWTH FUND

INVESTMENT OBJECTIVE

The investment objective of the NorthPointe Small Cap Growth Fund (the "Fund") is to seek long-term capital appreciation.

FUND FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold Institutional Shares or Investor Shares of the Fund.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

INSTITUTIONAL AND
INVESTOR SHARES

Redemption Fee (as a percentage of amount redeemed or exchanged, if redeemed or
exchanged within 90 days of purchase) 2.00%

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT YOU PAY EACH YEAR AS A PERCENTAGE OF THE VALUE OF YOUR INVESTMENT)

------------------------------------------------------------------------------------------------------------------------------------
                                                         INSTITUTIONAL SHARES           INVESTOR SHARES
------------------------------------------------------------------------------------------------------------------------------------
Management Fees                                               0.75%                          0.75%
------------------------------------------------------------------------------------------------------------------------------------
Other Expenses
------------------------------------------------------------------------------------------------------------------------------------
     Shareholder Servicing Fees                               None                           0.25%
------------------------------------------------------------------------------------------------------------------------------------
     Other Operating Expenses(1)                              2.89%                          2.89%
                                                              -----                          -----
------------------------------------------------------------------------------------------------------------------------------------
Total Other Expenses                                          2.89%                          3.14%
------------------------------------------------------------------------------------------------------------------------------------
Acquired Fund Fees and Expenses(2)                            0.01%                          0.01%
                                                              -----                          -----
------------------------------------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses(3)                       3.65%                          3.90%
------------------------------------------------------------------------------------------------------------------------------------
Less Fee Reductions and/or Expense                           (2.39)%                        (2.39)%
Reimbursements                                               -------                        -------
------------------------------------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses after Fee                1.26%                          1.51%
Reductions and/or Expense Reimbursements(3)
------------------------------------------------------------------------------------------------------------------------------------

(1) Other Operating Expenses are based on estimated amounts for the current fiscal year.

(2) Acquired Fund Fees and Expenses are based on estimated amounts for the current fiscal year.

(3) NorthPointe Capital, LLC (the "Adviser") has contractually agreed to waive fees and reimburse expenses to the extent necessary to keep Total Annual Fund Operating Expenses (excluding interest, taxes, brokerage commissions, Acquired Fund Fees and Expenses, and extraordinary expenses (collectively, "excluded expenses")) from exceeding 1.25% of the Fund's Institutional Shares' average daily net assets and 1.50% of the Fund's Investor Shares' average daily net assets until February 29, 2016 (the "Contractual Expense Limitation"). In addition, if at any point Total Annual Fund Operating Expenses (not including excluded expenses) are below the Contractual Expense Limitation, the Adviser may receive from the Fund the difference between the Total Annual Fund Operating Expenses (not including excluded expenses) and the Contractual Expense Limitation to recover all or a portion of its prior fee waivers or expense reimbursements made during the preceding three-year period during which this agreement was in place. This agreement may be terminated: (i) by the Board, for any reason at any time; or (ii) by the Adviser, upon ninety (90) days' prior written notice to the Trust, effective as of the close of business on February 29, 2016.

EXAMPLE

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.

--------------------------------------------------------------------------------
                                    1 YEAR          3 YEARS
--------------------------------------------------------------------------------
     Institutional Shares            $128            $677
--------------------------------------------------------------------------------
     Investor Shares                 $154            $753
--------------------------------------------------------------------------------

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES

Under normal circumstances, the Fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity securities of small-cap companies. This investment policy may be changed by the Fund upon 60 days' prior written notice to shareholders. The Fund considers small-cap companies to be those companies whose market capitalization is within the range of the companies included in the Russell 2000[R] Growth Index (the "Index") as of the time of investment. As of the June 30, 2013 Index reconstitution, the market capitalizations of companies included in the Index ranged from $129.1 million to $3.3 billion. The equity securities in which the Fund invests are primarily common stocks of U.S. companies and the Fund may invest without limit in initial public offerings ("IPOs"). The Fund may also invest in foreign companies, both directly and through American Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs") and Global Depositary Receipts ("GDRs"). In addition, the Fund may invest in both U.S. and foreign real estate investment trusts ("REITs").

In pursuing a growth style of investing, the Fund focuses on small, undiscovered, emerging growth companies in an attempt to provide investors with potentially higher returns than would be achieved by investing in larger, more established companies. The Adviser defines "undiscovered" companies as those companies in the early stages of growth that have not yet reached the height of their earnings potential and therefore are not as sought after in the market as other securities, but have rates of growth that the Adviser believes may make them attractive investments for the Fund. In analyzing specific companies for possible investment, NorthPointe Capital, LLC (the "Adviser") ordinarily looks for several of the following characteristics: above average earnings growth; attractive valuation; development of new products, technologies or

markets; high quality balance sheet and a strong management team. Although the Adviser looks for companies with the potential for strong earnings growth rates, some of the Fund's investments may be in companies that are experiencing losses.

PRINCIPAL RISKS

SMALL-CAPITALIZATION COMPANY RISK -- The small-capitalization companies in which the Fund will invest may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, these small-sized companies may pose additional risks, including liquidity risk, because these companies tend to have limited product lines, markets and financial resources, and may depend upon a relatively small management group. Therefore, small-cap stocks may be more volatile than those of larger companies. These securities may be traded over-the-counter or listed on an exchange.

FOREIGN COMPANY RISK -- Investing in foreign companies, including direct investments and through ADRs, EDRs and GDRs (collectively, "Depositary Receipts"), which are traded on exchanges and represent an ownership interest in a foreign security, poses additional risks since political and economic events unique to a country or region will affect those markets and their issuers.

or negatively) the value of the Fund's investments. These currency movements may occur separately from, and in response to, events that do not otherwise affect the value of the security in the issuer's home country. Foreign companies may not be registered with the U.S. Securities and Exchange Commission ("SEC") and are generally not subject to the regulatory controls imposed on U.S. issuers and, as a consequence, there is generally less publically available information about foreign securities than is available about domestic securities. Income from foreign securities owned by the Fund may be reduced by a withholding tax at the source, which would reduce income received from the securities comprising the portfolio. The Fund's investments in foreign securities are also subject to the risk that the securities may be difficult to value and/or valued incorrectly. While Depositary Receipts provide an alternative to directly purchasing the underlying foreign securities in their respective national markets and currencies, investments in Depositary Receipts continue to be subject to many of the risks associated with investing directly in foreign securities.

FOREIGN CURRENCY RISK -- As a result of the Fund's investments in securities or other investments denominated in, and/or receiving revenues in, foreign currencies, the Fund will be subject to currency risk. Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar, in which case, the dollar value of an investment in the Fund would be adversely affected.

REIT RISK -- REITs are pooled investment vehicles that own, and usually operate, income-producing real estate. REITs are susceptible to the risks associated with direct ownership of real estate, such as the following:
declines in property values; increases in property taxes, operating expenses, interest rates or competition; overbuilding; zoning changes; and losses from casualty or condemnation. The Fund's investments in REITs will result in the layering of expenses such that shareholders will indirectly bear a proportionate share of the REITs' operating expenses, in addition to paying Fund expenses.

INVESTMENT STYLE RISK -- The Fund pursues a "growth style" of investing, meaning that the Fund invests in equity securities of companies that the Adviser believes have above-average rates of earnings growth and which therefore may experience above-average increases in stock price. Over time, a growth investing style may go in and out of favor, causing the Fund to sometimes underperform other equity funds that use differing investing styles.

PERFORMANCE INFORMATION

Of course, the Fund's past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future. Current performance information is available on the Fund's

website at www.northpointefunds.com or by calling the Fund at 1-877-457-NPF3 (1-877-457-6733).

INVESTMENT ADVISER

NorthPointe Capital, LLC

PORTFOLIO MANAGERS

Carl Wilk, CFP, partner and portfolio manager, has managed the Fund since its inception in 2014.

Karl Knas, CPA, partner and portfolio manager, has managed the Fund since its inception in 2014.

FOR MORE INFORMATION ABOUT THE PURCHASE AND SALE OF FUND SHARES, TAXES AND FINANCIAL INTERMEDIARY COMPENSATION, PLEASE TURN TO "SUMMARY INFORMATION ABOUT THE PURCHASE AND SALE OF FUND SHARES, TAXES AND FINANCIAL INTERMEDIARY COMPENSATION" ON PAGE 19 OF THIS PROSPECTUS.

NORTHPOINTE SMALL CAP VALUE FUND

INVESTMENT OBJECTIVE

The investment objective of the NorthPointe Small Cap Value Fund (the "Fund") is to seek long-term capital appreciation.

FUND FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold Institutional Shares or Investor Shares of the Fund.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

INSTITUTIONAL AND
INVESTOR SHARES

Redemption Fee (as a percentage of amount redeemed or exchanged, if redeemed or
exchanged within 90 days of purchase) 2.00%

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT YOU PAY EACH YEAR AS A PERCENTAGE OF THE VALUE OF YOUR INVESTMENT)

------------------------------------------------------------------------------------------------------------------------------------
                                                         INSTITUTIONAL SHARES           INVESTOR SHARES
------------------------------------------------------------------------------------------------------------------------------------
Management Fees                                               0.75%                          0.75%
------------------------------------------------------------------------------------------------------------------------------------
Other Expenses
------------------------------------------------------------------------------------------------------------------------------------
     Shareholder Servicing Fees                               None                           0.25%
------------------------------------------------------------------------------------------------------------------------------------
     Other Operating Expenses(1)                              2.89%                          2.89%
                                                              -----                          -----
------------------------------------------------------------------------------------------------------------------------------------
Total Other Expenses                                          2.89%                          3.14%
------------------------------------------------------------------------------------------------------------------------------------
Acquired Fund Fees and Expenses(2)                            0.01%                          0.01%
                                                              -----                          -----
------------------------------------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses(3)                       3.65%                          3.90%
------------------------------------------------------------------------------------------------------------------------------------
Less Fee Reductions and/or Expense                           (2.39)%                        (2.39)%
Reimbursements                                               -------                        -------
------------------------------------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses after Fee                1.26%                          1.51%
Reductions and/or Expense Reimbursements(3)
------------------------------------------------------------------------------------------------------------------------------------

(1) Other Operating Expenses are based on estimated amounts for the current fiscal year.

(2) Acquired Fund Fees and Expenses are based on estimated amounts for the current fiscal year.

(3) NorthPointe Capital, LLC (the "Adviser") has contractually agreed to waive fees and reimburse expenses to the extent necessary to keep Total Annual Fund Operating Expenses (excluding interest, taxes, brokerage commissions, Acquired Fund Fees and Expenses, and extraordinary expenses (collectively, "excluded expenses")) from exceeding 1.25% of the Fund's Institutional Shares' average daily net assets and 1.50% of the Fund's Investor Shares' average daily net assets until February 29, 2016 (the "Contractual Expense Limitation"). In addition, if at any point Total Annual Fund Operating Expenses (not including excluded expenses) are below the Contractual Expense Limitation, the Adviser may receive from the Fund the difference between the Total Annual Fund Operating Expenses (not including excluded expenses) and the Contractual Expense Limitation to recover all or a portion of its prior fee waivers or expense reimbursements made during the preceding three-year period during which this agreement was in place. This agreement may be terminated: (i) by the Board, for any reason at any time; or (ii) by the Adviser, upon ninety (90) days' prior written notice to the Trust, effective as of the close of business on February 29, 2016.

EXAMPLE

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.

--------------------------------------------------------------------------------
                                    1 YEAR          3 YEARS
--------------------------------------------------------------------------------
     Institutional Shares            $128            $677
--------------------------------------------------------------------------------
     Investor Shares                 $154            $753
--------------------------------------------------------------------------------

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES

Under normal circumstances, the Fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity securities of small-cap companies. This investment policy may be changed by the Fund upon 60 days' prior written notice to shareholders. The Fund considers small-cap companies to be those companies whose market capitalization is within the range of the companies included in the Russell 2000[R] Value Index (the "Index") as of the time of investment. As of the June 30, 2013 Index reconstitution, the market capitalizations of companies included in the Index ranged from $1.8 billion to $422.1 billion. The equity securities in which the Fund invests are primarily common stocks of U.S. and foreign companies. The Fund may also invest in foreign companies indirectly through American Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs") and Global Depositary Receipts ("GDRs"). In addition, the Fund may invest in both U.S. and foreign real estate investment trusts ("REITs").

In selecting investments for the Fund, NorthPointe Capital, LLC (the "Adviser") utilizes a value style of investing and selects stocks of companies that it believes have good earnings growth potential and are undervalued in the market. These companies may be undervalued because they are not well recognized or are facing special situations, such as reorganizations or turnarounds (companies that have experienced significant business problems but which the Adviser believes have favorable prospects for recovery).

Small cap companies are also often undervalued because they may not be regularly researched by securities analysts or because institutional investors (who comprise a majority of the trading

volume of publicly available securities) may be less interested due to the difficulty in purchasing a meaningful position without purchasing a large percentage of the company's outstanding common stock. Consequently, greater discrepancies in the valuation of small cap companies may at times result.

The Adviser considers selling a security if: there are more attractive securities available; the business environment is changing; the security reaches the Adviser's price target or to control the overall risk of the Fund. The Fund is not required to sell a security that has appreciated beyond the range of the Russell 2000[R] Value Index, but it typically will do so.

PRINCIPAL RISKS

FOREIGN COMPANY RISK -- Investing in foreign companies, including direct investments and through ADRs, GDRs and EDRs (collectively, "Depositary Receipts"), which are traded on exchanges and represent an ownership in a foreign security, poses additional risks since political and economic events unique to a country or region will affect those markets and their issuers.

These risks will not necessarily affect the U.S. economy or similar issuers located in the U.S. In addition, investments in foreign companies are generally denominated in a foreign currency. As a result, changes in the value of those currencies compared to the U.S. dollar may affect (positively or negatively) the value of the Fund's investments. These currency movements may occur separately from, and in response to, events that do not otherwise affect the value of the security in the issuer's home country. Foreign companies may not be registered with the SEC and are generally not subject to the regulatory controls imposed on U.S. issuers and, as a consequence, there is generally less publically available information about foreign securities than is available about domestic securities. Income from foreign securities owned by the Fund may be reduced by a withholding tax at the source, which would reduce income received from the securities comprising the portfolio. The Fund's investments in foreign securities are also subject to the risk that the securities may be difficult to value and/or valued incorrectly. While Depositary Receipts provide an alternative to directly purchasing the underlying foreign securities in their respective national markets and currencies,

investments in Depositary Receipts continue to be subject to many of the risks associated with investing directly in foreign securities.

SPECIAL SITUATIONS RISK -- Investments in special situations may involve greater risks when compared to other investment strategies. Mergers, reorganizations, liquidations or recapitalizations may not be completed on the terms originally contemplated, or may fail. Expected developments may not occur in a timely manner, or at all. Transactions may take longer than originally anticipated, resulting in lower annualized returns than contemplated at the time of investment. Furthermore, failure to anticipate changes in the circumstances affecting these types of investments may result in permanent loss of capital, where the Fund may be unable to recoup some or all of its investment.

INVESTMENT STYLE RISK -- The Fund pursues a "value style" of investing. Value investing focuses on companies with stocks that appear undervalued in light of factors such as the company's earnings, book value, revenues or cash flow. If the Adviser's assessment of a company's value or its prospects for exceeding earnings expectations or market conditions is inaccurate, the Fund could suffer losses or produce poor performance relative to other funds. In addition, "value stocks" can continue to be undervalued by the market for long periods of time.

PERFORMANCE INFORMATION

The Fund has not commenced operations, and therefore has no performance history. Once the Fund has completed a full calendar year of operations, a bar chart and table will be included that

will provide some indication of the risks of investing in the Fund by showing the variability of the Fund's returns and comparing the Fund's performance to a broad measure of market performance.

INVESTMENT ADVISER

NorthPointe Capital, LLC

PORTFOLIO MANAGERS

Jeffrey C. Petherick, CFA, founding partner and portfolio manager, has managed the Fund since its inception in 2014.

Mary C. Champagne, CFA, founding partner and portfolio manager, has managed the Fund since its inception in 2014.

NORTHPOINTE LARGE CAP VALUE FUND

INVESTMENT OBJECTIVE

The investment objective of the NorthPointe Large Cap Value Fund (the "Fund") is to seek long-term capital appreciation.

FUND FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold Institutional Shares or Investor Shares of the Fund.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

INSTITUTIONAL AND
INVESTOR SHARES

Redemption Fee (as a percentage of amount redeemed or exchanged, if redeemed or
exchanged within 90 days of purchase) 2.00%

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT YOU PAY EACH YEAR AS A PERCENTAGE OF THE VALUE OF YOUR INVESTMENT)

------------------------------------------------------------------------------------------------------------------------------------
                                                         INSTITUTIONAL SHARES           INVESTOR SHARES
------------------------------------------------------------------------------------------------------------------------------------
Management Fees                                               0.50%                          0.50%
------------------------------------------------------------------------------------------------------------------------------------
Other Expenses
------------------------------------------------------------------------------------------------------------------------------------
     Shareholder Servicing Fees                               None                           0.25%
------------------------------------------------------------------------------------------------------------------------------------
     Other Operating Expenses(1)                              2.89%                          2.89%
                                                              -----                          -----
------------------------------------------------------------------------------------------------------------------------------------
Total Other Expenses                                          2.89%                          3.14%
------------------------------------------------------------------------------------------------------------------------------------
Acquired Fund Fees and Expenses(2)                            0.01%                          0.01%
                                                              -----                          -----
------------------------------------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses(3)                       3.40%                          3.65%
------------------------------------------------------------------------------------------------------------------------------------
Less Fee Reductions and/or Expense                           (2.49)%                        (2.49)%
Reimbursements                                               -------                         ------
------------------------------------------------------------------------------------------------------------------------------------
Total Annual Fund Operating Expenses after Fee                0.91%                          1.16%
Reductions and/or Expense Reimbursements(3)
------------------------------------------------------------------------------------------------------------------------------------

(1) Other Operating Expenses are based on estimated amounts for the current fiscal year.

(2) Acquired Fund Fees and Expenses are based on estimated amounts for the current fiscal year.

(3) NorthPointe Capital, LLC (the "Adviser") has contractually agreed to waive fees and reimburse expenses to the extent necessary to keep Total Annual Fund Operating Expenses (excluding interest, taxes, brokerage commissions, Acquired Fund Fees and Expenses, and extraordinary expenses (collectively, "excluded expenses")) from exceeding 0.90% of the Fund's Institutional Shares' average daily net assets and 1.15% of the Fund's Investor Shares' average daily net assets until February 29, 2016 (the "Contractual Expense Limitation"). In addition, if at any point Total Annual Fund Operating Expenses (not including excluded expenses) are below the Contractual Expense Limitation, the Adviser may receive from the Fund the difference between the Total Annual Fund Operating Expenses (not including excluded expenses) and the Contractual Expense Limitation to recover all or a portion of its prior fee waivers or expense reimbursements made during the preceding three-year period during which this agreement was in place. This agreement may be terminated: (i) by the Board, for any reason at any time; or (ii) by the Adviser, upon ninety (90) days' prior written notice to the Trust, effective as of the close of business on February 29, 2016.

EXAMPLE

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.

--------------------------------------------------------------------------------
                                    1 YEAR          3 YEARS
--------------------------------------------------------------------------------
     Institutional Shares            $ 93            $582
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     Investor Shares                 $118            $658
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PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES

Under normal circumstances, the Fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity securities of large-cap companies. This investment policy may be changed by the Fund upon 60 days' prior written notice to shareholders. The Fund considers large-cap companies to be those companies whose market capitalization is within the range of the companies included in the Russell 1000[R] Value Index (the "Index") as of the time of investment. As of the June 30, 2013 Index reconstitution, the market capitalizations of companies included in the Index ranged from $128.9 million to $3.3 billion. The equity securities in which the Fund invests are primarily common stocks of U.S. and foreign companies. The Fund may also invest in foreign companies indirectly through American Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs") and Global Depositary Receipts ("GDRs"). In addition, the Fund may invest in both U.S. and foreign real estate investment trusts ("REITs").

PRINCIPAL RISKS

PERFORMANCE INFORMATION

INVESTMENT ADVISER

NorthPointe Capital, LLC

PORTFOLIO MANAGERS

Peter J. Cahill, CFA, Chief Investment Officer, founding partner and portfolio manager, has managed the Fund since its inception in 2014.

SUMMARY INFORMATION ABOUT THE PURCHASE AND SALE OF FUND SHARES, TAXES AND FINANCIAL INTERMEDIARY COMPENSATION

PURCHASE AND SALE OF FUND SHARES

To purchase shares of a Fund for the first time, you must invest at least $1,000 for Investor Shares ($500 for individual retirement accounts ("IRAs")) and $100,000 for Institutional Shares. Your subsequent investments in a Fund must be made in amounts of at least $500 for Investor Shares ($250 for IRAs) and $10,000 for Institutional Shares. Systematic planned contributions are required to be at least $50. Each Fund reserves the right to waive the minimum investment amounts in its sole discretion.

Minimum investment requirements do not apply to purchases by employees of the Adviser or its affiliates (or to their spouses, children or immediate relatives), or to certain retirement plans, fee-based programs or omnibus accounts. If you purchase shares through an intermediary, different minimum account requirements may apply.

If you own your shares directly, you may redeem your shares on any day the New York Stock Exchange ("NYSE") is open for business (a "Business Day") via Automated Clearing House ("ACH") (subject to certain account minimums) or by contacting the Funds directly by mail at: NorthPointe Funds, P.O. Box 219009, Kansas City, Missouri 64121-9009 (Express Mail Address: NorthPointe Funds, c/o DST Systems, Inc., 430 West 7th Street, Kansas City, Missouri 64105) or telephone at 1-877-457-NPF3 (1-877-457-6733).

If you own your shares through an account with a broker or other institution, contact that broker or institution to redeem your shares. Your broker or institution may charge a fee for its services in addition to the fees charged by the Funds.

TAX INFORMATION

Each Fund intends to make distributions that may be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account, in which case your distribution will be taxed when withdrawn from the tax-deferred account.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

If you purchase shares of the Funds through a broker-dealer or other financial intermediary (such as a bank), the Funds and their related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Funds over another investment. Ask your salesperson or visit your financial intermediary's web site for more information.

MORE INFORMATION ABOUT RISK

Investing in the Funds involves risk and there is no guarantee that any Fund will achieve its goals. The Adviser's judgments about the markets, the economy, or companies may not anticipate actual market movements, economic conditions or company performance, and these judgments may affect the return on your investment. In fact, no matter how good a job the Adviser does, you could lose money on your investment in a Fund, just as you could with similar investments.

The value of your investment in a Fund is based on the value of the securities the Fund holds. These prices change daily due to economic and other events that affect particular companies and other issuers. These price movements, sometimes called volatility, may be greater or lesser depending on the types of securities a Fund owns and the markets in which they trade. The effect on a Fund of a change in the value of a single security will depend on how widely the Fund diversifies its holdings. The risks disclosed below may not be applicable to each Fund.

EQUITY RISK -- Equity securities include public and privately issued equity securities, common and preferred stocks, Depositary Receipts and shares of REITs. Common stock represents an equity or ownership interest in an issuer. Preferred stock provides a fixed dividend that is paid before any dividends are paid to common stock holders, and which takes precedence over common stock in the event of a liquidation. Like common stock, preferred stocks represent partial ownership in a company, although preferred stock shareholders do not enjoy any of the voting rights of common stockholders. Also, unlike common stock, a preferred stock pays a fixed dividend that does not fluctuate, although the company does not have to pay this dividend if it lacks the financial ability to do so. Investments in equity securities in general are subject to market risks that may cause their prices to fluctuate over time. Fluctuations in the value of equity securities in which a mutual fund invests will cause the fund's net asset value to fluctuate. An investment in a portfolio of equity securities may be more suitable for long-term investors who can bear the risk of these share price fluctuations.

IPO RISK -- A Fund may invest a portion of its assets in securities of companies offering shares in IPOs. IPOs may have a magnified performance impact on a fund with a small asset base and the impact of IPOs on a Fund's performance likely will decrease as the Fund's asset size increases. IPOs may not be consistently available to a Fund for investing. Because IPO shares frequently are volatile in price, a Fund may hold IPO shares for a very short period of time. This may increase the turnover of a Fund's portfolio and may lead to increased expenses for the Fund, such as commissions and transaction costs. By selling IPO shares, a Fund may realize taxable gains it will subsequently distribute to shareholders. In addition, the market for IPO shares can be speculative and/or inactive for extended periods of time. The limited number of shares available for trading in some IPOs may make it more difficult for a Fund to buy or sell significant amounts of shares without an unfavorable impact on prevailing prices. Holders of IPO shares can be affected by substantial dilution in the value of their shares, by sales of additional shares and by concentration of control in existing management and principal shareholders.

FOREIGN COMPANY RISK -- Investments in securities of foreign companies (including direct investments as well as investments through Depositary Receipts) can be more volatile than investments in U.S. companies. Diplomatic, political, or economic developments, including nationalization or appropriation, could affect investments in foreign companies. Foreign securities markets generally have less trading volume and less liquidity than U.S. markets. In addition, the value of securities denominated in foreign currencies, and of dividends from such securities, can change significantly when foreign currencies strengthen or weaken relative to the U.S. dollar.

Financial statements of foreign issuers are governed by different accounting, auditing, and financial reporting standards than U.S. issuers and may be less transparent and uniform than in the U.S. Thus, there may be less information publicly available about foreign issuers than about most U.S. issuers. Transaction costs are generally higher than those in the U.S. and expenses for custodial arrangements of foreign securities may be somewhat greater than typical expenses for custodial arrangements of similar U.S. securities. Some foreign governments levy withholding taxes against dividend and interest income. Although in some countries a portion of these taxes are recoverable, the non-recovered portion will reduce the income received from the securities comprising the portfolio.

REIT RISK -- REITs are pooled investment vehicles that own, and usually operate, income-producing real estate. REITs are susceptible to the risks associated with direct ownership of real estate, such as the following:
declines in property values; increases in property taxes, operating expenses, rising interest rates or competition overbuilding; zoning changes; and losses from casualty or condemnation. REITs typically incur fees that are separate from those of a Fund. Accordingly, a Fund's investments in REITs will result in the layering of expenses such that shareholders will indirectly bear a proportionate share of the REITs' operating expenses, in addition to paying Fund expenses. REIT operating expenses are not reflected in the fee table and example in this prospectus.

MORE INFORMATION ABOUT THE FUNDS' INVESTMENT OBJECTIVES AND STRATEGIES

NORTHPOINTE MICRO CAP EQUITY FUND

The investment objective of the Fund is to seek long-term capital appreciation. The Fund may change its investment objective without shareholder approval.

for companies with the potential for strong earnings growth rates, some of the Fund's investments may be in companies that are experiencing losses.

NORTHPOINTE SMALL CAP GROWTH FUND

The investment objective of the Fund is to seek long-term capital appreciation. The Fund may change its investment objective without shareholder approval.

NORTHPOINTE SMALL CAP VALUE FUND

The investment objective of the Fund is to seek long-term capital appreciation. The Fund may change its investment objective without shareholder approval.

Under normal circumstances, the Fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity securities of small-cap companies. This investment policy may be changed by the Fund upon 60 days' prior written notice to shareholders. The Fund considers small-cap companies to be those companies whose market capitalization is within the range of the companies included in the Russell 2000[R] Value Index (the "Index") as of the time of investment. As of the June 30, 2013 Index reconstitution, the market capitalizations of companies included in the Index ranged from $1.8 billion to $422.1 billion. The equity securities in which the Fund invests are primarily common stocks of U.S. and foreign companies. The Fund may also invest in foreign companies indirectly through American Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs") and Global Depositary Receipts ("GDRs"). In addition, the Fund may invest in both U.S. and foreign real estate investment trusts ("REITs").

Small cap companies are also often undervalued because they may not be regularly researched by securities analysts or because institutional investors (who comprise a majority of the trading volume of publicly available securities) may be less interested due to the difficulty in purchasing a meaningful position without purchasing a large percentage of the company's outstanding common stock. Consequently, greater discrepancies in the valuation of small cap companies may at times result.

NORTHPOINTE LARGE CAP VALUE FUND

The investment objective of the Fund is to seek long-term capital appreciation. The Fund may change its investment objective without shareholder approval.

Under normal circumstances, the Fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity securities of large-cap companies. This

investment policy may be changed by the Fund upon 60 days' prior written notice to shareholders. The Fund considers large-cap companies to be those companies whose market capitalization is within the range of the companies included in the Russell 1000[R] Value Index (the "Index") as of the time of investment. As of the June 30, 2013 Index reconstitution, the market capitalizations of companies included in the Index ranged from $128.9 million to $3.3 billion. The equity securities in which the Fund invests are primarily common stocks of U.S. and foreign companies. The Fund may also invest in foreign companies indirectly through American Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs") and Global Depositary Receipts ("GDRs"). In addition, the Fund may invest in both U.S. and foreign real estate investment trusts ("REITs").

ADDITIONAL INFORMATION ABOUT FUND INVESTMENTS

This prospectus describes the Funds' principal investment strategies, and the Funds will normally invest in the types of securities and other investments described in this prospectus. In addition to the securities and other investments and strategies described in this prospectus, each Fund also may invest to a lesser extent in other securities, use other strategies and engage in other investment practices that are not part of its principal investment strategies. These investments and strategies, as well as those described in this prospectus, are described in detail in the Funds' Statement of Additional Information ("SAI") (for information on how to obtain a copy of the SAI see the back cover of this prospectus). Of course, there is no guarantee that a Fund will achieve its investment goals.

The investments and strategies described in this prospectus are those that the Funds use under normal conditions. During unusual economic or market conditions, or for temporary defensive purposes, each Fund may invest up to 100% of its assets in money market instruments and other cash equivalents that would not ordinarily be consistent with its investment objectives, including short-term U.S. government securities, certificates of deposit, banker's acceptances, and interest-bearing savings deposits of commercial banks, prime quality commercial paper, repurchase agreements covering any of the securities in which the Fund may invest directly and shares of other investment companies that invest in securities in which the Fund may invest, to the extent permitted by applicable law. If a Fund invests in this manner, it may not achieve its investment objective. The Funds will only make temporary defensive investments if the Adviser believes that the risk of loss outweighs the opportunity for capital appreciation.

INFORMATION ABOUT PORTFOLIO HOLDINGS

A description of the Funds' policy and procedures with respect to the circumstances under which the Funds disclose their portfolio securities is available in the SAI.

INVESTMENT ADVISER

NorthPointe Capital, LLC (the "Adviser"), a Delaware limited liability company, serves as the investment adviser to the Funds. The Adviser's principal place of business is located at 101 West Big Beaver Road, Suite 745, Troy, Michigan 48084. The Adviser was organized in 1999 as a domestic equity money management firm dedicated to serving the investment needs of institutions, high net-worth individuals and mutual funds. The Adviser is a wholly owned subsidiary of NorthPointe Holdings, LLC, which is owned by employees of the Adviser. As of January 31, 2014, the Adviser had approximately $1.1 billion in assets under management.

The Adviser makes investment decisions for the Funds and continuously reviews, supervises and administers each Fund's investment program. The Trust's Board of Trustees (the "Board") supervises the Adviser and establishes policies that the Adviser must follow in its management activities. For its advisory services to the Funds, the Adviser is entitled to a fee, which is calculated daily and paid monthly, at the following annual rates based on the average daily net assets of each Fund:

-------------------------------------------------------------
FUND                                        ADVISORY FEE RATE
-------------------------------------------------------------
NorthPointe Micro Cap Equity Fund                1.00%
-------------------------------------------------------------
NorthPointe Small Cap Growth Fund                0.75%
-------------------------------------------------------------
NorthPointe Small Cap Value Fund                 0.75%
-------------------------------------------------------------
NorthPointe Large Cap Value Fund                 0.50%
-------------------------------------------------------------

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                                                 CONTRACTUAL         CONTRACTUAL
                                                   EXPENSE             EXPENSE
                                                 LIMITATION          LIMITATION
                                               (INSTITUTIONAL        (INVESTOR
     FUND                                          SHARES)             SHARES)
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     NorthPointe Micro Cap Equity Fund             1.45%               1.70%
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     NorthPointe Small Cap Growth Fund             1.25%               1.50%
--------------------------------------------------------------------------------
     NorthPointe Small Cap Value Fund              1.25%               1.50%
--------------------------------------------------------------------------------
     NorthPointe Large Cap Value Fund              0.90%               1.15%
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If at any point total annual Fund operating expenses (not including excluded expenses) are below the Contractual Expense Limitation, the Adviser may receive from the Fund the difference

between the total annual Fund operating expenses (not including excluded expenses) and the Contractual Expense Limitation set forth above to recover all or a portion of its prior fee reductions or expense reimbursements made during the preceding three-year period during which this agreement was in place.

A discussion regarding the basis for the Board's approval of the investment advisory agreement with the Adviser will be available in the Funds' Semi-Annual Report to Shareholders dated April 30, 2014 which will cover the period from the Funds' inception to April 30, 2014.

PORTFOLIO MANAGERS

Carl Wilk, CFP, partner and portfolio manager, joined the Adviser in April 2002. Mr. Wilk serves as portfolio manager of the NorthPointe Micro Cap Equity Fund and NorthPointe Small Cap Growth Fund. Mr. Wilk's 26-year investment career has been devoted to following micro and small capitalization stocks.

Karl Knas, CPA, partner and portfolio manager, joined the Adviser in February 2003 and serves as portfolio manager of the NorthPointe Small Cap Growth Fund. From August 2001 to March 2003, Mr. Knas worked for SoundView Technology Group as an equity research analyst.

Jeffrey C. Petherick, CFA, a founding partner of the Adviser, joined the Adviser in 1999 and serves as portfolio manager of the NorthPointe Small Cap Value Fund.

Peter J. Cahill, CFA, Chief Investment Officer and a founding partner of the Adviser, joined the Adviser in 1999 and serves as portfolio manager of the NorthPointe Large Cap Value Fund.

Mary C. Champagne, CFA, a founding partner of the Adviser, joined the Adviser in 1999 and serves as portfolio manager of the NorthPointe Small Cap Value Fund.

The Funds' SAI provides additional information about the portfolio managers' compensation, other accounts managed, and ownership of Fund shares.

RELATED PERFORMANCE DATA OF THE ADVISER

The following tables provide the related performance of all actual separate accounts (each, an "Account"), referred to as "Composites," managed by the Adviser that have investment objectives, policies and strategies substantially similar to those of the Funds. THE DATA DOES NOT REPRESENT THE PERFORMANCE OF THE FUNDS. Performance is historical and does not represent the future performance of the Funds or of the Adviser.

The manner in which the performance was calculated for the Composites differs from that of registered mutual funds such as the Funds. If the performance was calculated in accordance with SEC standardized performance methodology, the performance results may have been different. The Adviser has prepared and presented the following in compliance with the Global Investment Performance Standards (GIPS[R]). The Adviser's policies on valuation, calculating performance and preparing GIPS[R] compliant performance presentations are available upon request.

All returns presented were calculated on a total return basis and include all dividends and interest, accrued income, and realized and unrealized gains and losses. Investment transactions are accounted for on a trade date basis. All returns reflect the payment of brokerage commissions,

execution costs, sales loads and account fees, if any, paid by the Accounts included in the Composites, without taking into account federal or state income taxes. "Net of fees" returns also reflect the payment of actual investment management fees. All fees and expenses, except custodial fees, if any, were included in the calculations. Because of variation in fee levels, the "net of fees" Composite returns may not be reflective of performance in any one particular Account. Therefore, the performance information shown below is not necessarily representative of the performance information that typically would be shown for a registered mutual fund.

The performance information was calculated based on the Adviser's records. Account returns were calculated monthly using a time-weighted rate of return that adjusts for external cash flows. Monthly Composite returns were calculated by weighting individual monthly Account returns by their beginning of month market value as a percentage of the Composite's beginning of month market value. Annual Composite returns were calculated by geometrically linking monthly Composite returns. Accounts are included in a Composite beginning with the first full month of performance; prior to April 1, 2006, Accounts were included in a Composite after the first full month of performance. There is no minimum account size for the Composites. Prior to September 30, 2008, the minimum account size for the Composites was $1 million, however no Accounts with investment objectives, policies and strategies substantially similar to those of the Funds were excluded from the Composites because the Accounts did not meet the minimum account size. Composite performance results are presented in United States dollars.

The inception date of the Adviser's Micro Cap Equity Composite and the Adviser's Small Cap Growth Composite is April 1, 2002. The inception date of the Adviser's Small Cap Value Composite is January 1, 2000. The inception date of the Adviser's Large Cap Value Composite is June 30, 2000.

The Funds' fees and expenses are generally expected to be higher than those of the accounts included in the Composites. If the Funds' fees and expenses had been imposed on the accounts included in the Composites, the performance shown below would have been lower. The Accounts that are included in the Composites are not subject to the diversification requirements, specific tax restrictions, and investment limitations imposed by the federal securities and tax laws. Consequently, the performance results for the Composites could have been adversely affected if the Accounts in the Composites were subject to the same federal securities and tax laws as the Funds.

The investment results for the Composite presented below are not intended to predict or suggest the future returns of the Funds. THE PERFORMANCE DATA SHOWN BELOW SHOULD NOT BE CONSIDERED A SUBSTITUTE FOR THE FUNDS' OWN PERFORMANCE INFORMATION. Investors should be aware that the use of a methodology different than that used below to calculate performance could result in different performance data.

THE FOLLOWING DATA DOES NOT REPRESENT THE PERFORMANCE OF THE FUNDS.

Performance Information for the Adviser's Micro Cap Equity Composite (January 1, 2003 through December 31, 2013)
THE FOLLOWING DATA REPRESENTS THE PERFORMANCE OF THE ADVISER AND NOT THE PERFORMANCE OF THE NORTHPOINTE MICRO CAP EQUITY FUND.

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YEAR          TOTAL PRE-        TOTAL PRE-         RUSSELL            RUSSELL          NUMBER OF          TOTAL
              TAX RETURN        TAX RETURN         MICROCAP[R]        MICROCAP[R]      ACCOUNTS         COMPOSITE
              (GROSS OF        (NET OF FEES)        INDEX(1)           GROWTH                          ASSETS AT END
              FEES)                                                    INDEX(1)                        OF PERIOD
                                                                                                        (MILLIONS)
------------------------------------------------------------------------------------------------------------------------------------
2013          64.96%              63.38%             45.61%             52.83%             4             $128.6
------------------------------------------------------------------------------------------------------------------------------------
2012           6.46%               5.44%             19.75%             15.17%             4              $89.3
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2011          -6.62%              -7.53%             -9.27%             -8.42%             3              $80.8
------------------------------------------------------------------------------------------------------------------------------------
2010          43.10%              41.81%             28.89%             29.49%             3              $86.0
------------------------------------------------------------------------------------------------------------------------------------
2009          67.46%              65.61%             27.48%             39.18%             2              $50.9
------------------------------------------------------------------------------------------------------------------------------------
2008         -55.70%             -56.32%            -39.78%            -44.65%             4             $102.8
------------------------------------------------------------------------------------------------------------------------------------
2007          -3.16%              -4.37%             -8.00%             -2.68%             6             $296.1
------------------------------------------------------------------------------------------------------------------------------------
2006          15.63%              14.34%             16.54%             11.39%             4             $188.6
------------------------------------------------------------------------------------------------------------------------------------
2005           3.54%               2.39%              2.57%              2.05%             2             $193.2
------------------------------------------------------------------------------------------------------------------------------------
2004          35.63%              35.38%             14.14%              7.91%             1              $39.7
------------------------------------------------------------------------------------------------------------------------------------
2003          100.19%            100.19%             66.36%             69.83%             1               $2.5
------------------------------------------------------------------------------------------------------------------------------------

Average Annual Total Pre-Tax Returns (as of 12/31/13)

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                                    ADVISER'S COMPOSITE RETURNS
------------------------------------------------------------------------------------------------------------------------------------
TIME PERIOD              GROSS OF FEES          NET OF FEES        RUSSELL                   RUSSELL
                                                                   MICROCAP[R]             MICROCAP[R]
                                                                   INDEX(1)                GROWTH INDEX(1)
------------------------------------------------------------------------------------------------------------------------------------
1 Year                   64.96%                 63.38%              45.61%                     52.83%
------------------------------------------------------------------------------------------------------------------------------------
5 Years                  31.46%                 30.17%              21.03%                     23.76%
------------------------------------------------------------------------------------------------------------------------------------
10 Years                 10.58%                  9.48%               6.98%                      6.73%
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(1) The Russell Microcap[R] Index measures the performance of the microcap segment of the U.S. equity market. Microcap stocks make up less than 3% of the U.S. equity market (by market cap) and consist of the smallest 1,000 securities in the small-cap Russell 2000[R] Index, plus the next smallest eligible securities by market cap. The Russell Microcap[R] Growth Index measures the performance of the microcap growth segment of the U.S. equity market. It includes those Russell Microcap[R] Index companies with higher price-to-book ratios and higher forecasted growth values.

Performance Information for the Adviser's Small Cap Growth Composite (January 1, 2003 through December 31, 2013)
THE FOLLOWING DATA REPRESENTS THE PERFORMANCE OF THE ADVISER AND NOT THE PERFORMANCE OF THE NORTHPOINTE SMALL CAP GROWTH FUND.

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YEAR          TOTAL PRE-      TOTAL PRE-         RUSSELL       NUMBER OF       TOTAL
              TAX RETURN      TAX RETURN         2000[R]       ACCOUNTS        COMPOSITE
              (GROSS OF       (NET OF FEES)      GROWTH                        ASSETS AT END
              FEES)                              INDEX(1)                      OF PERIOD
                                                                               (MILLIONS)
------------------------------------------------------------------------------------------------------------------------------------
2013           49.03%          48.06%             43.30%              2          $154.6
------------------------------------------------------------------------------------------------------------------------------------
2012           11.60%          10.85%             14.59%              4          $172.6
------------------------------------------------------------------------------------------------------------------------------------
2011          -15.01%         -15.68%             -2.91%              9          $267.2
------------------------------------------------------------------------------------------------------------------------------------
2010           33.21%          32.25%             29.09%             14          $478.3
------------------------------------------------------------------------------------------------------------------------------------
2009           40.61%          39.54%             34.47%             19          $465.9
------------------------------------------------------------------------------------------------------------------------------------
2008          -52.62%         -53.03%            -38.54%             30          $534.4
------------------------------------------------------------------------------------------------------------------------------------
2007            3.56%           2.71%              7.05%             40          $986.1
------------------------------------------------------------------------------------------------------------------------------------
2006           18.82%          17.84%             13.35%             22          $518.9
------------------------------------------------------------------------------------------------------------------------------------
2005            6.52%           5.38%              4.15%              6          $101.4
------------------------------------------------------------------------------------------------------------------------------------
2004           27.37%          27.15%             14.31%              2           $66.7
------------------------------------------------------------------------------------------------------------------------------------
2003           70.05%          70.05%             48.54%              1            $1.3
------------------------------------------------------------------------------------------------------------------------------------

Average Annual Total Pre-Tax Returns (as of 12/31/13)

--------------------------------------------------------------------------------
                    ADVISER'S COMPOSITE RETURNS
--------------------------------------------------------------------------------
TIME PERIOD              GROSS OF FEES      NET OF FEES         RUSSELL 2000[R]
                                                                GROWTH INDEX(1)
--------------------------------------------------------------------------------
1 Year                     49.03%             48.06%               43.30%
--------------------------------------------------------------------------------
5 Years                    21.48%             20.61%               22.56%
--------------------------------------------------------------------------------
10 Years                    7.65%              6.86%                9.39%
--------------------------------------------------------------------------------

(1) The Russell 2000[R] Growth Index measures the performance of the small-cap growth segment of the U.S. equity universe. It includes those Russell 2000[R] Index companies with higher price-to-value ratios and higher forecasted growth values. The Russell 2000[R] Index measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000[R] Index is a subset of the Russell 3000[R] Index representing approximately 10% of the total market capitalization of that index. It includes approximately 2000 of the smallest securities based on a combination of their market cap and current index membership.

Performance Information for the Adviser's Small Cap Value Composite (January 1, 2003 through December 31, 2013)

THE FOLLOWING DATA REPRESENTS THE PERFORMANCE OF THE ADVISER AND NOT THE PERFORMANCE OF THE NORTHPOINTE SMALL CAP VALUE FUND.

-----------------------------------------------------------------------------------------------
YEAR      TOTAL PRE-      TOTAL PRE-         RUSSELL            NUMBER OF         TOTAL
          TAX RETURN      TAX RETURN         2000[R] VALUE      ACCOUNTS       COMPOSITE
          (GROSS OF       (NET OF FEES)      INDEX(1)                          ASSETS AT END
          FEES)                                                                OF PERIOD
                                                                               (MILLIONS)
-----------------------------------------------------------------------------------------------
2013        44.02%           42.91%             34.52%               8           $194.4
-----------------------------------------------------------------------------------------------
2012        24.43%           23.40%             18.05%               7           $102.5
-----------------------------------------------------------------------------------------------
2011        -5.15%           -5.92%             -5.50%               7            $88.3
-----------------------------------------------------------------------------------------------
2010        25.10%           24.24%             24.50%               7           $181.9
-----------------------------------------------------------------------------------------------
2009        32.01%           31.17%             20.58%               8           $180.2
-----------------------------------------------------------------------------------------------
2008       -34.38%          -34.80%            -28.92%               9           $378.0
-----------------------------------------------------------------------------------------------
2007        -5.90%           -6.49%             -9.78%              12           $785.8
-----------------------------------------------------------------------------------------------
2006        18.96%           18.22%             23.48%              15           $934.7
-----------------------------------------------------------------------------------------------
2005         9.16%            8.50%              4.71%               13          $954.5
-----------------------------------------------------------------------------------------------
2004        16.92%           16.22%             22.25%              14         $1,047.8
-----------------------------------------------------------------------------------------------
2003        43.73%           42.79%             46.03%              14           $890.1
-----------------------------------------------------------------------------------------------

Average Annual Total Pre-Tax Returns (as of 12/31/13)

--------------------------------------------------------------------------------
                    ADVISER'S COMPOSITE RETURNS
--------------------------------------------------------------------------------
TIME PERIOD               GROSS OF FEES        NET OF FEES       RUSSELL 2000[R]
                                                                 VALUE INDEX(1)
--------------------------------------------------------------------------------
1 Year                        44.02%            42.91%                34.52%
--------------------------------------------------------------------------------
5 Years                       22.91%            21.99%                17.62%
--------------------------------------------------------------------------------
10 Years                      10.15%             9.40%                 8.59%
--------------------------------------------------------------------------------

(1) The Russell 2000[R] Value Index measures the performance of small-cap value segment of the U.S. equity universe. It includes those Russell 2000[R] Index companies with lower price-to-book ratios and lower forecasted growth values. The Russell 2000[R] Index measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000[R] Index is a subset of the Russell 3000[R] Index representing approximately 10% of the total market capitalization of that index. It includes approximately 2000 of the smallest securities based on a combination of their market cap and current index membership.

Performance Information for the Adviser's Large Cap Value Composite (January 1, 2003 through December 31, 2013)

THE FOLLOWING DATA REPRESENTS THE PERFORMANCE OF THE ADVISER AND NOT THE PERFORMANCE OF THE NORTHPOINTE LARGE CAP VALUE FUND.

-----------------------------------------------------------------------------------------------
YEAR      TOTAL PRE-      TOTAL PRE-         RUSSELL            NUMBER OF         TOTAL
          TAX RETURN      TAX RETURN         2000[R] VALUE      ACCOUNTS       COMPOSITE
          (GROSS OF       (NET OF FEES)      INDEX(1)                          ASSETS AT END
          FEES)                                                                OF PERIOD
                                                                               (MILLIONS)
-----------------------------------------------------------------------------------------------
2013      32.75%             32.14%             32.52%             4             $107.2
-----------------------------------------------------------------------------------------------
2012      22.04%             21.46%             17.51%             4              $59.6
-----------------------------------------------------------------------------------------------
2011       0.63%              0.12%              0.39%             6              $91.1
-----------------------------------------------------------------------------------------------
2010      13.90%             13.10%             15.51%             6             $100.8
-----------------------------------------------------------------------------------------------
2009      20.52%             19.66%             19.69%             6              $91.4
-----------------------------------------------------------------------------------------------
2008     -32.95%            -33.66%            -36.85%             4              $46.3
-----------------------------------------------------------------------------------------------
2007      -1.10%             -2.14%             -0.17%             5              $75.8
-----------------------------------------------------------------------------------------------
2006      22.69%             21.06%             22.24%             3              $60.3
-----------------------------------------------------------------------------------------------
2005       9.24%              7.62%              7.05%             2              $40.4
-----------------------------------------------------------------------------------------------
2004      17.48%             15.84%             16.49%             1              $28.6
-----------------------------------------------------------------------------------------------
2003      29.78%             28.02%             30.03%             1              $28.2
-----------------------------------------------------------------------------------------------

Average Annual Total Pre-Tax Returns (as of 12/31/13)

--------------------------------------------------------------------------------
                    ADVISER'S COMPOSITE RETURNS
--------------------------------------------------------------------------------
TIME PERIOD               GROSS OF FEES        NET OF FEES       RUSSELL 2000[R]
                                                                 VALUE INDEX(1)
--------------------------------------------------------------------------------
1 Year                       32.75%             32.14%                32.52%
--------------------------------------------------------------------------------
5 Years                      17.47%             16.80%                16.65%
--------------------------------------------------------------------------------
10 Years                      8.84%              7.85%                 7.75%
--------------------------------------------------------------------------------

(1) The Russell 1000[R] Index measures the performance of the large-cap segment of the U.S. equity universe. It is a subset of the Russell 3000[R] Index and includes approximately 1000 of the largest securities based on a combination of their market cap and current index membership. The Russell 1000[R] Index represents approximately 92% of the U.S. market.

PURCHASING, SELLING AND EXCHANGING FUND SHARES

This section tells you how to purchase, sell (sometimes called "redeem") and exchange Investor and Institutional Shares of the Funds.

HOW TO CHOOSE A SHARE CLASS

The Fund offers two classes of shares to investors, Institutional shares and Investor shares. Each share class has its own shareholder eligibility criteria, investment minimums, cost structure and other features. The following summarizes the primary features of Institutional Shares and Investor Shares. Contact your financial intermediary or the Fund for more information about the Fund's share classes and how to choose between them.

----------------------------------------------------------------------------------------------------------------
CLASS NAME         ELIGIBLE INVESTORS              INVESTMENT MINIMUMS             FEES
----------------------------------------------------------------------------------------------------------------
                   Primarily institutional
                   investors and individual        Initial- $100,000
                   investors who meet the                                          No shareholder servicing
Institutional      initial investment minimum                                      fee.
                                                   Subsequent- $10,000
----------------------------------------------------------------------------------------------------------------
                   Primarily individual            Initial- $1,000 ($500 for
                   investors                       IRAs)
                                                                                   0.25% shareholder
Investor                                           Subsequent- $500 ($250 for      servicing fee.
                                                   IRAs)
----------------------------------------------------------------------------------------------------------------

Institutional Shares and Investor Shares are offered to investors who purchase shares directly from the Fund or through certain financial intermediaries such as financial planners, investment advisors, broker-dealers or other financial institutions. An investor may be eligible to purchase more than one share class. However, if you purchase shares through a financial intermediary, you may only purchase that class of shares which your financial intermediary sells or services. Your financial intermediary can tell you which class of shares is available through the intermediary.

The Fund reserves the right to change the criteria for eligible investors and accept investments of smaller amounts in its sole discretion.

For information regarding the federal income tax consequences of transactions in shares of the Fund, including information about cost basis reporting, see "Taxes."

HOW TO PURCHASE FUND SHARES

To purchase shares directly from the Funds through their transfer agent, complete and send in the application. If you need an application or have questions, please call 1-877-457-NPF3 (1-877-457-6733).

All investments must be made by check, ACH, or wire. All checks must be made payable in U.S. dollars and drawn on U.S. financial institutions. The Funds do not accept purchases made by third-party checks, credit cards, credit card checks, cash, traveler's checks, money orders or cashier's checks.

The Funds reserve the right to reject any specific purchase order, including exchange purchases, for any reason. The Funds are not intended for short-term trading by shareholders in response to short-term market fluctuations. For more information about the Funds' policy on short-term trading, see "Excessive Trading Policies and Procedures."

The Funds do not generally accept investments by non-U.S. persons. Non-U.S. persons may be permitted to invest in the Funds subject to the satisfaction of enhanced due diligence. Please contact the Funds for more information.

BY MAIL

You can open an account with the Funds by sending a check and your account application to the address below. You can add to an existing account by sending the Funds a check and, if possible, the "Invest by Mail" stub that accompanies your statement. Be sure your check identifies clearly your name, your account number, the Fund name and the share class.

REGULAR MAIL ADDRESS

NorthPointe Funds
P.O. Box 219009
Kansas City, MO 64121-9009

EXPRESS MAIL ADDRESS

NorthPointe Funds
c/o DST Systems, Inc.
430 West 7th Street
Kansas City, MO 64105

The Funds do not consider the U.S. Postal Service or other independent delivery services to be their agents. Therefore, deposit in the mail or with such services of purchase orders does not constitute receipt by a Fund's transfer agent. The share price used to fill the purchase order is the next price calculated by a Fund after the Fund's transfer agent receives the order in proper form at the P.O. Box provided for regular mail delivery or the office address provided for express mail delivery.

BY WIRE

To open an account by wire, call 1-877-457-NPF3 (1-877-457-6733) for details. To add to an existing account by wire, wire your money using the wiring instructions set forth below (be sure to include the Fund name, the share class and your account number).

WIRING INSTRUCTIONS

UMB Bank, N.A.
ABA Number 101000695
NorthPointe Funds
Account Number 9871737675
Further credit to:

Shareholder account number; names(s) of shareholder(s); SSN or TIN, share class, and name of Fund to be purchased

The Funds and UMB Bank, N.A. are not responsible for the consequences of delays resulting from the banking or Federal Reserve wire system, or from incomplete wiring instructions.

BY SYSTEMATIC INVESTMENT PLAN (VIA ACH)

You may not open an account via ACH. However, once you have established an account, you can set up an automatic investment plan via ACH by mailing a completed application to the Funds. These purchases can be made monthly, quarterly, semi-annually or annually in amounts of at least $50. To cancel or change a plan, contact the Funds by mail at: NorthPointe Funds, P.O. Box 219009, Kansas City, MO 64121-9009 (Express Mail Address: NorthPointe Funds, c/o DST Systems, Inc., 430 West 7(th) Street, Kansas City, MO 64105) or by telephone at 1-877-457-NPF3 (1-877-457-6733). Please allow up to 15 days to create the plan and 3 days to cancel or change it.

PURCHASES IN-KIND

Subject to the approval of the Funds, an investor may purchase shares of each Fund with liquid securities and other assets that are eligible for purchase by that Fund (consistent with the Fund's investment policies and restrictions) and that have a value that is readily ascertainable in accordance with the Fund's valuation policies. These transactions will be effected only if the Adviser deems the security to be an appropriate investment for a Fund. Assets purchased by a Fund in such transactions will be valued in accordance with procedures adopted by the Funds. The Funds reserve the right to amend or terminate this practice at any time.

GENERAL INFORMATION

You may purchase shares on any day that the NYSE is open for business (a "Business Day"). Shares cannot be purchased by Federal Reserve wire on days that either the NYSE or the Federal Reserve is closed. The price per share will be the net asset value per share ("NAV") next determined after a Fund or an authorized institution receives your purchase order in proper form. "Proper form" means that a Fund was provided with a complete and signed account application, including the investor's social security number, tax identification number, and other identification required by law or regulation, as well as sufficient purchase proceeds.

Each Fund calculates its NAV once each Business Day as of the close of normal trading on the NYSE (normally, 4:00 p.m., Eastern Time). To receive the current Business Day's NAV, a Fund or an authorized institution must receive your purchase order in proper form before 4:00 p.m., Eastern Time. If the NYSE closes early -- such as on days in advance of certain holidays -- the Funds reserve the right to calculate NAV as of the earlier closing time. The Funds will not accept orders that request a particular day or price for the transaction or any other special conditions.

Shares will not be priced on days that the NYSE is closed for trading, including nationally observed holidays. Since securities that are traded on foreign exchanges may trade on days when the NYSE is closed, the value of the Funds may change on days when you are unable to purchase or redeem shares.

BUYING OR SELLING SHARES THROUGH A FINANCIAL INTERMEDIARY

In addition to being able to buy and sell Fund shares directly from the Funds through their transfer agent, you may also buy or sell shares of a Fund through accounts with financial intermediaries, such as brokers and other institutions that are authorized to place trades in Fund shares for their customers. When you purchase or sell Fund shares through a financial intermediary (rather than directly from a Fund), you may have to transmit your purchase and sale requests to the financial intermediary at an earlier time for your transaction to become effective that day. This allows the financial intermediary time to process your requests and transmit them to the Fund prior to the time the Fund calculates its NAV that day. Your financial intermediary is responsible for transmitting all purchase and redemption requests, investment information, documentation and money to a Fund on time. If your financial intermediary fails to do so, it may be responsible for any resulting fees or losses. Unless your financial intermediary is an authorized institution (defined below), orders transmitted by the financial intermediary and received by a Fund after the time NAV is calculated for a particular day will receive the following day's NAV.

Certain financial intermediaries, including certain broker-dealers and shareholder organizations, are authorized to act as agent on behalf of the Funds with respect to the receipt of purchase and redemption orders for Fund shares ("authorized institutions"). Authorized institutions are also authorized to designate other intermediaries to receive purchase and redemption orders on a Fund's behalf. A Fund will be deemed to have received a purchase or redemption order when an authorized institution or, if applicable, an authorized institution's designee, receives the order. Orders will be priced at a Fund's net asset value next computed after they are received by an authorized institution or an authorized institution's designee. To determine whether your financial intermediary is an authorized institution or an authorized institution's designee such that it may act as agent on behalf of a Fund with respect to purchase and redemption orders for Fund shares, you should contact them directly.

If you deal directly with a financial intermediary, you will have to follow their procedures for transacting with a Fund. Your financial intermediary may charge a fee for your purchase and/or redemption transactions. For more information about how to purchase or sell Fund shares through a financial intermediary, you should contact your authorized institution directly.

HOW THE FUNDS CALCULATE NAV

The NAV for one Fund share is the value of that share's portion of net assets of a Fund. In calculating NAV, each Fund generally values its investment portfolio at market price. If market prices are not readily available or a Fund reasonably believes that they are unreliable, such as in the case of a security value that has been materially affected by events occurring after the relevant market closes, the Fund is required to price those securities at fair value as determined in good faith using methods approved by the Funds' Board. Pursuant to the policies adopted by, and under the ultimate supervision of the Funds' Board, these methods are implemented through the Funds' Fair Value Pricing Committee, members of which are appointed by the Board. A Fund's determination of a security's fair value price often involves the consideration of a number of subjective factors, and is therefore subject to the unavoidable risk that the value that the Fund assigns to a security may be higher or lower than the security's value would be if a reliable market quotation for the security was readily available.

There may be limited circumstances in which the Funds would price securities at fair value for stocks of U.S. companies that are traded on U.S. exchanges -- for example, if the exchange on which a portfolio security is principally traded closed early or if trading in a particular security was halted during the day and did not resume prior to the time the Funds calculated their NAV.

With respect to any non-U.S. securities held by the Funds, the Funds may take factors influencing specific markets or issuers into consideration in determining the fair value of a non-U.S. security. International securities markets may be open on days when the U.S. markets are closed. In such cases, the value of any international securities owned by the Funds may be significantly affected on days when investors cannot buy or sell shares. In addition, due to the difference in times between the close of the international markets and the time the Funds price their shares, the value the Funds assign to securities generally will not be the same as the quoted or published prices of those securities on their primary markets or exchanges. In determining fair value prices, the Funds may consider the performance of securities on their primary exchanges, foreign currency appreciation/depreciation, or securities market movements in the United States, or other relevant information as related to the securities.

MINIMUM INVESTMENTS

FUND CODES

The reference information listed below will be helpful to you when you contact the Funds to purchase or exchange Investor or Institutional Shares of a Fund, check daily NAV or obtain additional information. Because shares of the NorthPointe Micro Cap Equity Fund and NorthPointe Small Cap Growth Fund are currently not available to investors, these Funds do not have ticker symbols, CUSIPs or Fund Codes.

--------------------------------------------------------------------------------
FUND NAME                              TICKER SYMBOL      CUSIP      FUND CODE
--------------------------------------------------------------------------------
NorthPointe Small Cap Value Fund
--------------------------------------------------------------------------------
     Institutional Shares                   NPIVX       00771X 104      3191
--------------------------------------------------------------------------------
     Investor Shares                        NPSVX       00771X 203      3190
--------------------------------------------------------------------------------
NorthPointe Large Cap Value Fund
--------------------------------------------------------------------------------
     Institutional Shares                   NPILX       00771X 302      3193
--------------------------------------------------------------------------------
     Investor Shares                        NPLVX       00771X 401      3192
--------------------------------------------------------------------------------

HOW TO SELL YOUR FUND SHARES

If you own your shares directly, you may sell your shares on any Business Day by contacting the Funds directly by mail or telephone at 1-877-457-NPF3 (1-877-457-6733).

If you own your shares through an account with a broker or other institution, contact that broker or institution to sell your shares. Your broker or institution may charge a fee for its services in addition to the fees charged by the Funds.

If you would like to have your redemption proceeds, including proceeds generated as a result of closing your account, sent to a third party or an address other than your own, please notify the Funds in writing.

Certain redemption requests will require a signature guarantee by an eligible guarantor institution. Eligible guarantors include commercial banks, savings and loans, savings banks, trust companies, credit unions, member firms of a national stock exchange, or any other member or participant of an approved signature guarantor program. For example, signature guarantees may be required if your address of record has changed in the last 30 days, you want the proceeds sent to a bank other than the bank of record on your account, or if you ask that the proceeds be sent to a different person or address. Please note that a notary public is not an acceptable provider of a signature guarantee and that we must be provided with the original guarantee. Signature guarantees are for the protection of our shareholders. Before granting a redemption request, the Funds may require a shareholder to furnish additional legal documents to insure proper authorization.

Accounts held by a corporation, trust, fiduciary or partnership, may require additional documentation along with a signature guaranteed letter of instruction. The Funds participate in the Paperless Legal Program (the "Program"), which eliminates the need for accompanying paper documentation on legal securities transfers. Requests received with a Medallion Signature Guarantee will be reviewed for the proper criteria to meet the guidelines of the Program and may not require additional documentation. Please contact Shareholder Services at 1-877-457-NPF3 (1-877-457-6733) for more information.

The sale price will be the NAV next determined after the Funds receive your request in proper form.

BY MAIL

To redeem shares by mail, please send a letter to the Funds signed by all registered parties on the account specifying:

o The Fund name;
o The share class;
o The account number
o The dollar amount or number of shares you wish to redeem;
o The account name(s); and
o The address to which redemption (sale) proceeds should be sent.

All registered shareholders must sign the letter in the exact name(s) in which their account is registered and must designate any special capacity in which they are registered.

REGULAR MAIL ADDRESS

NorthPointe Funds
P.O. Box 219009
Kansas City, MO 64121-9009

EXPRESS MAIL ADDRESS

NorthPointe Funds
c/o DST Systems, Inc.
430 West 7th Street
Kansas City, MO 64105

The Funds do not consider the U.S. Postal Service or other independent delivery services to be their agents. Therefore, deposit in the mail or with such services of sell orders does not constitute receipt by a Fund's transfer agent. The share price used to fill the sell order is the next price calculated by a Fund after the Fund's transfer agent receives the order in proper form at the P.O. Box provided for regular mail delivery or the office address provided for express mail delivery.

BY TELEPHONE

To redeem shares by telephone, you must first establish the telephone redemption privilege (and, if desired, the wire and/or ACH redemption privilege) by completing the appropriate sections of the account application. Call 1-877-457-NPF3 (1-877-457-6733) to redeem your shares. Based on your instructions, the Funds will mail your proceeds to you or send them to your bank via wire or ACH.

BY SYSTEMATIC WITHDRAWAL PLAN (VIA ACH)

If your account balance is at least $10,000, you may transfer as little as $50 per month from your account to another financial institution through a Systematic Withdrawal Plan (via ACH). To participate in this service, you must complete the appropriate sections of the account application and mail it to the Fund.

RECEIVING YOUR MONEY

Normally, a Fund will send your sale proceeds within seven days after the Fund receives your request. Your proceeds can be wired to your bank account (may be subject to a $10 fee), sent to you by check or sent via ACH to your bank account if you have established banking instructions on your account. IF YOU PURCHASE SHARES USING A CHECK OR VIA ACH, AND SOON AFTER REQUEST A REDEMPTION, IF THE CHECK HAS NOT CLEARED THE FUNDS WILL NOT CONSIDER THE REQUEST TO BE IN "PROPER FORM" AND WILL NOT HONOR THE REDEMPTION REQUEST.

REDEMPTIONS IN KIND

The Funds generally pay sale (redemption) proceeds in cash. However, under unusual conditions that make the payment of cash unwise and for the protection of the Funds' remaining shareholders, the Funds might pay all or part of your redemption proceeds in securities with a market value equal to the redemption price (redemption in kind). It is highly unlikely that your shares would ever be redeemed in kind, but if they were, you would have to pay transaction costs to sell the securities distributed to you, as well as taxes on any capital gains from the sale as with

any redemption. In addition, you would continue to be subject to the risks of any market fluctuation in the value of the securities you receive in kind until they are sold.

INVOLUNTARY REDEMPTIONS OF YOUR SHARES

If your account balance drops below $500 for Investor Shares ($250 for IRAs) and $50,000 for Institutional Shares because of redemptions, you may be required to sell your shares. The Funds will provide you at least 30 days' written notice to give you time to add to your account and avoid the involuntary redemption of your shares.

SUSPENSION OF YOUR RIGHT TO SELL YOUR SHARES

The Funds may suspend your right to sell your shares during times when trading on the NYSE is restricted or halted, or otherwise as permitted by the SEC. More information about this is in the SAI.

TELEPHONE TRANSACTIONS

Purchasing and selling Fund shares over the telephone is extremely convenient, but not without risk. Although the Funds have certain safeguards and procedures to confirm the identity of callers and the authenticity of instructions, the Funds are not responsible for any losses or costs incurred by following telephone instructions they reasonably believe to be genuine. If you or your financial institution transact with the Funds over the telephone, you will generally bear the risk of any loss.

EXCHANGING SHARES

At no charge, you may exchange shares of one NorthPointe Fund for shares of another NorthPointe Fund by writing to or calling the Funds. You may only exchange shares between accounts with identical registrations (i.e., the same names and addresses). If shares of the Funds have been held for less than 90 days, the Funds will deduct a redemption fee of 2.00% on exchanged shares.

The exchange privilege is not intended as a vehicle for short-term or excessive trading. A Fund may suspend or terminate your exchange privilege if you engage in a pattern of exchanges that is excessive, as determined in the sole discretion of the Funds. For more information about the Funds' policy on excessive trading, see "Excessive Trading Policies and Procedures."

SHAREHOLDER SERVICING ARRANGEMENTS

The Funds may compensate financial intermediaries for providing a variety of services to shareholders. Financial intermediaries include affiliated or unaffiliated brokers, dealers, banks (including bank trust departments), trust companies, registered investment advisers, financial planners, retirement plan administrators, insurance companies, and any other institution having a service, administration, or any similar arrangement with the Funds, its service providers or their respective affiliates. This section and the following section briefly describe how financial intermediaries may be paid for providing these services.

The Funds generally pay financial intermediaries a fee that is based on the assets of the Funds that are attributable to investments by customers of the financial intermediary. The services for

which financial intermediaries are compensated may include record-keeping, transaction processing for shareholders' accounts and other shareholder services. In addition to these payments, your financial intermediary may charge you account fees, transaction fees for buying or redeeming shares of the Funds, or other fees for servicing your account. Your financial intermediary should provide a schedule of its fees and services to you upon request.

Each Fund has adopted a shareholder servicing plan that provides that the Funds may pay financial intermediaries for shareholder services in an annual amount not to exceed 0.25% based on the average daily net assets of a Fund's Investor Shares. The Funds do not pay these service fees on shares purchased directly. In addition to payments made directly to financial intermediaries by the Funds, the Adviser or its affiliates may, at their own expense, pay financial intermediaries for these and other services to the Funds' shareholders, as described in the section below.

PAYMENTS TO FINANCIAL INTERMEDIARIES

From time to time, the Adviser and/or its affiliates, in their discretion, may make payments to certain affiliated or unaffiliated financial intermediaries to compensate them for the costs associated with distribution, marketing, administration and shareholder servicing support for the Fund. These payments may be in addition to any shareholder servicing payments that are reflected in the fee table sections of this prospectus. These payments are sometimes characterized as "revenue sharing" payments and are made out of the Adviser's and/or its affiliates' own legitimate profits or other resources, and are not paid by the Funds. A financial intermediary may provide these services with respect to Fund shares sold or held through programs such as retirement plans, qualified tuition programs, fund supermarkets, fee-based advisory or wrap fee programs, bank trust programs, and insurance (E.G., individual or group annuity) programs. In addition, financial intermediaries may receive payments for making shares of the Funds available to their customers or registered representatives, including providing the Funds with "shelf space," placing it on a preferred or recommended fund list, or promoting the Funds in certain sales programs that are sponsored by financial intermediaries. To the extent permitted by SEC and Financial Industry Regulatory Authority ("FINRA") rules and other applicable laws and regulations, the Adviser and/or its affiliates may pay or allow other promotional incentives or payments to financial intermediaries. For more information please see "Payments to Financial Intermediaries" and "Shareholder Services" in the Funds' SAI.

The level of payments to individual financial intermediaries varies in any given year and may be negotiated on the basis of sales of Fund shares, the amount of Fund assets serviced by the financial intermediary or the quality of the financial intermediary's relationship with the Adviser and/or its affiliates. These payments may be more or less than the payments received by the financial intermediaries from other mutual funds and may influence a financial intermediary to favor the sales of certain funds or share classes over others. In certain instances, the payments could be significant and may cause a conflict of interest for your financial intermediary. Any such payments will not change the net asset value or price of the Funds' shares. Please contact your financial intermediary for information about any payments it may receive in connection with the sale of Fund shares or the provision of services to Fund shareholders, as well as information about any fees and/or commissions it charges.

OTHER POLICIES

EXCESSIVE TRADING POLICIES AND PROCEDURES

The Funds are intended for long-term investment purposes only and discourage shareholders from engaging in "market timing" or other types of excessive short-term trading. This frequent trading into and out of the Funds may present risks to the Funds' long-term shareholders and could adversely affect shareholder returns. The risks posed by frequent trading include interfering with the efficient implementation of the Funds' investment strategies, triggering the recognition of taxable gains and losses on the sale of Fund investments, requiring the Funds to maintain higher cash balances to meet redemption requests, and experiencing increased transaction costs.

In addition, because the Funds may invest in foreign securities traded primarily on markets that close prior to the time a Fund determines its NAV, the risks posed by frequent trading may have a greater potential to dilute the value of Fund shares held by long-term shareholders than funds investing exclusively in U.S. securities. In instances where a significant event that affects the value of one or more foreign securities held by a Fund takes place after the close of the primary

foreign market, but before the time that the Fund determines its NAV, certain investors may seek to take advantage of the fact that there will be a delay in the adjustment of the market price for a security caused by this event until the foreign market reopens (sometimes referred to as "price" or "time zone" arbitrage). Shareholders who attempt this type of arbitrage may dilute the value of their Fund's shares if the price of the Fund's foreign securities do not reflect their fair value. Although the Funds have procedures designed to determine the fair value of foreign securities for purposes of calculating their NAV when such an event has occurred, fair value pricing, because it involves judgments which are inherently subjective, may not always eliminate the risk of price arbitrage.

In addition, because the Funds invest in micro- and/or small-cap securities, which often trade in lower volumes and may be less liquid, these Funds may be more susceptible to the risks posed by frequent trading because frequent transactions in the Funds' shares may have a greater impact on the market prices of these types of securities.

The Funds' service providers will take steps reasonably designed to detect and deter frequent trading by shareholders pursuant to the Funds' policies and procedures described in this prospectus and approved by the Funds' Board. For purposes of applying these policies, the Funds' service providers may consider the trading history of accounts under common ownership or control. The Funds' policies and procedures include:

o Shareholders are restricted from making more than five (5) "round trips" into or out of any Fund over any rolling 12 month period. The Funds define a "round trip" as a purchase into a Fund by a shareholder, followed by a subsequent redemption out of the Fund, of an amount the Adviser reasonably believes would be harmful or disruptive to the Fund. Shareholders are also restricted from making more than eight exchanges (from one NorthPointe Fund to another NorthPointe Fund) per calendar year. If a shareholder exceeds these amounts, the Funds and/or their service providers may, at their discretion, reject any additional purchase or exchange orders.

o A redemption fee of 2.00% of the value of the shares sold will be imposed on shares redeemed or exchanged within 90 days or less after their date of purchase (subject to certain exceptions as discussed below in "Redemption Fees").

o Each Fund reserves the right to reject any purchase or exchange request by any investor or group of investors for any reason without prior notice, including, in particular, if the Fund or the Adviser reasonably believes that the trading activity would be harmful or disruptive to the Fund.

The Funds and/or their service providers seek to apply these policies to the best of their abilities uniformly and in a manner they believe is consistent with the interests of the Funds' long-term shareholders. The Funds do not knowingly accommodate frequent purchases and redemptions by Fund shareholders. Although these policies are designed to deter frequent trading, none of these measures alone nor all of them taken together eliminate the possibility that frequent trading in the Funds will occur. Systematic purchases and redemptions are exempt from these policies.

Financial intermediaries (such as investment advisers and broker-dealers) often establish omnibus accounts in the Funds for their customers through which transactions are placed. In accordance with Rule 22c-2 under the Investment Company Act of 1940, as amended (the "1940 Act"), the Funds have entered into information sharing agreements with certain financial intermediaries.

Under these agreements, a financial intermediary is obligated to: (1) enforce during the term of the agreement, the Funds' market-timing policy; (2) furnish the Funds, upon their request, with information regarding customer trading activities in shares of the Funds; and (3) enforce the Funds' market-timing policy with respect to customers identified by the Funds as having engaged in market timing. When information regarding transactions in the Funds' shares is requested by a Fund and such information is in the possession of a person that is itself a financial intermediary to a financial intermediary (an "indirect intermediary"), any financial intermediary with whom the Funds have an information sharing agreement is obligated to obtain transaction information from the indirect intermediary or, if directed by the Funds, to restrict or prohibit the indirect intermediary from purchasing shares of the Funds on behalf of other persons.

The Funds and their service providers will use reasonable efforts to work with financial intermediaries to identify excessive short-term trading in omnibus accounts that may be detrimental to the Funds. However, there can be no assurance that the monitoring of omnibus account level trading will enable the Funds to identify or prevent all such trading by a financial intermediary's customers. Please contact your financial intermediary for more information.

REDEMPTION FEE

In an effort to discourage short-term trading and defray costs incurred by shareholders as a result of the same, the Funds each charge a 2.00% redemption fee on redemptions of shares that have been held for less than 90 days. The fee is deducted from a Fund's sale proceeds and cannot be paid separately, and any proceeds of the fee are credited to the assets of the Fund. The fee does not apply to shares purchased with reinvested dividends or distributions. The redemption fee is applicable to shares of a Fund purchased either directly or through a financial intermediary, such as a broker-dealer. Transactions through financial intermediaries typically are placed with the Funds on an omnibus basis and include both purchase and sale transactions placed on behalf of multiple investors. For this reason, the Funds have undertaken to notify financial intermediaries of their obligation to assess the redemption fee on customer accounts and to collect and remit the proceeds to the Funds. However, due to operational requirements, the intermediaries' methods for tracking and calculating the fee may be inadequate or differ in some respects from those of the Funds'.

The redemption fee may not apply to certain categories of redemptions, such as those that a Fund reasonably believe may not raise frequent trading or market timing concerns. These categories include, but are not limited to, the following: (i) participants in certain group retirement plans whose processing systems are incapable of properly applying the redemption fee to underlying shareholders; (ii) redemptions resulting from certain transfers upon the death of a shareholder; (iii) redemptions by certain pension plans as required by law or by regulatory authorities; (iv) systematic redemptions; and (v) retirement loans and withdrawals. Each Fund reserves the right to modify or eliminate the redemption fees or waivers at any time.

CUSTOMER IDENTIFICATION AND VERIFICATION

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account.

What this means to you: When you open an account, the Funds will ask your name, address, date of birth, and other information that will allow the Funds to identify you. This information is subject to verification to ensure the identity of all persons opening a mutual fund account.

The Funds are required by law to reject your new account application if the required identifying information is not provided.

In certain instances, the Funds are required to collect documents to fulfill their legal obligation. Documents provided in connection with your application will be used solely to establish and verify a customer's identity.

Attempts to collect the missing information required on the application will be performed by either contacting you or, if applicable, your broker. If this information cannot be obtained within a reasonable timeframe established in the sole discretion of the Funds, your application will be rejected.

Upon receipt of your application in proper form (or upon receipt of all identifying information required on the application), your investment will be accepted and your order will be processed at the next-determined NAV per share.

The Funds reserve the right to close or liquidate your account at the NAV next-determined and remit proceeds to you via check if they are unable to verify your identity. Attempts to verify your identity will be performed within a reasonable timeframe established in the sole discretion of the Funds. Further, the Funds reserve the right to hold your proceeds until your original check clears the bank, which may take up to 15 days from the date of purchase. In such an instance, you may be subject to a gain or loss on Fund shares and will be subject to corresponding tax implications.

ANTI-MONEY LAUNDERING PROGRAM

Customer identification and verification is part of the Funds' overall obligation to deter money laundering under federal law. The Funds have adopted an anti-money laundering compliance program designed to prevent the Funds from being used for money laundering or the financing of illegal activities and have appointed an anti-money laundering officer to monitor the Funds' compliance with the program. In this regard, the Funds reserve the right to: (i) refuse, cancel or rescind any purchase or exchange order; (ii) freeze any account and/or suspend account services; or (iii) involuntarily close your account in cases of threatening conduct or suspected fraudulent or illegal activity. These actions will be taken when, in the sole discretion of Fund management, they are deemed to be in the best interest of the Funds or in cases when the Funds are requested or compelled to do so by governmental or law enforcement authority. If your account is closed at the request of governmental or law enforcement authority, you may not receive proceeds of the redemption if the Funds are required to withhold such proceeds.

DIVIDENDS AND DISTRIBUTIONS

The Funds distribute their net investment income and make distributions of their net realized capital gains and dividends, if any, at least annually. If you own Fund shares on a Fund's record date, you will be entitled to receive the distribution.

You will receive dividends and distributions in the form of additional Fund shares unless you elect to receive payment in cash. To elect cash payment, you must notify the Funds in writing prior to the date of the distribution. Your election will be effective for dividends and distributions paid after the Funds receive your written notice. To cancel your election, simply send the Funds written notice.

TAXES

PLEASE CONSULT YOUR TAX ADVISOR REGARDING YOUR SPECIFIC QUESTIONS ABOUT FEDERAL, STATE AND LOCAL INCOME TAXES. Below is a summary of some important tax issues that affect the Funds and their shareholders. This summary is based on current tax laws, which may change.

Each Fund will distribute substantially all of its net investment income and net realized capital gains, if any. The dividends and distributions you receive may be subject to federal, state and local taxation, depending upon your tax situation. Distributions you receive from each Fund may be taxable whether or not you reinvest them. Income distributions, other than distributions of qualified dividend income, and distributions of short-term capital gains are generally taxable at ordinary income tax rates. Distributions of long-term capital gains and distributions of qualified dividend income are taxable at the rates applicable to long-term capital gains at a maximum rate of 20% (lower rates apply to individuals in lower tax brackets).

Each sale of Fund shares may be a taxable event. For tax purposes, an exchange of your Fund shares for shares of a different fund is the same as a sale. The gain or loss on the sale of Fund shares generally will be treated as a short-term capital gain or loss if you held the shares for 12 months or less or as long-term capital gain or loss if you held the shares for longer. Any loss realized upon a taxable disposition of Fund shares held for six months or less will be treated as long-term, rather than short-term, to the extent of any long-term capital gain distributions received (or deemed received) by you with respect to the Fund shares. All or a portion of any loss realized upon a taxable disposition of Fund shares will be disallowed if you purchase other substantially identical shares within 30 days before or after the disposition. In such a case, the basis of the newly purchased shares will be adjusted to reflect the disallowed loss.

Beginning January 1, 2013, U.S. individuals with income exceeding $200,000 ($250,000 if married and filing jointly) are subject to a 3.8% Medicare contribution tax on their "net investment income," including interest, dividends, and capital gains (including capital gains realized on the sale or exchange of shares of a Fund).

Because the Funds may invest in foreign securities, they may be subject to foreign withholding taxes with respect to dividends or interest that a Fund receives from sources in foreign countries.

Because each shareholder's tax situation is different, you should consult your tax advisor about the tax implications of an investment in the Fund.

The Funds (or their administrative agent) must report to the Internal Revenue Service ("IRS") and furnish to Fund shareholders cost basis information for Fund shares. In addition to reporting the gross proceeds from the sale of Fund shares, the Funds are also required to report the cost basis information for such shares and indicate whether these shares had a short-term or long-term holding period. For each sale of Fund shares, the Funds will permit shareholders to elect from among several IRS-accepted cost basis methods, including the average basis method. In the absence of an election, the Funds will use the average basis method as the default cost basis method. The cost basis method elected by the Fund shareholder (or the cost basis method applied by default) for each sale of Fund shares may not be changed after the settlement date of each such sale of Fund shares. Fund shareholders should consult with their tax advisors to determine the best IRS-accepted cost basis method for their tax situation and to obtain more information about how the cost basis reporting law applies to them.

MORE INFORMATION ABOUT TAXES IS IN THE SAI.

FINANCIAL HIGHLIGHTS

Because the Funds have not commenced operations as of the date of this prospectus, financial highlights are not available.

THE ADVISORS' INNER CIRCLE FUND III

NORTHPOINTE FUNDS

INVESTMENT ADVISER

NorthPointe Capital, LLC
101 West Big Beaver Road, Suite 745
Troy, Michigan 48084

DISTRIBUTOR

SEI Investments Distribution Co.
One Freedom Valley Drive
Oaks, Pennsylvania 19456

LEGAL COUNSEL

Morgan, Lewis & Bockius LLP

MORE INFORMATION ABOUT THE FUNDS IS AVAILABLE, WITHOUT CHARGE, THROUGH THE FOLLOWING:

STATEMENT OF ADDITIONAL INFORMATION ("SAI"): The SAI, dated March 21, 2014, includes detailed information about the NorthPointe Funds and The Advisors' Inner Circle Fund III. The SAI is on file with the SEC and is incorporated by reference into this prospectus. This means that the SAI, for legal purposes, is a part of this prospectus.

ANNUAL AND SEMI-ANNUAL REPORTS: These reports list the Funds' holdings and contain information from the Adviser about investment strategies, and recent market conditions and trends and their impact on Fund performance. The reports also contain detailed financial information about the Funds.

TO OBTAIN AN SAI, ANNUAL OR SEMI-ANNUAL REPORTS (WHEN AVAILABLE), OR MORE INFORMATION:

BY TELEPHONE: 1-877-457-NPF3 (1-877-457-6733)

BY MAIL:      NorthPointe Funds
              P.O. Box 219009
              Kansas City, MO 64121-9009

BY INTERNET:  www.northpointefunds.com

FROM THE SEC: You can also obtain the SAI or the Annual and Semi-Annual

Reports, as well as other information about The Advisors' Inner Circle Fund III, from the EDGAR Database on the SEC's website at: http://www.sec.gov. You may review and copy documents at the SEC Public Reference Room in Washington, DC (for information on the operation of the Public Reference Room, call 202-551-8090). You may request documents by mail from the SEC, upon payment of a duplicating fee, by writing to: U.S. Securities and Exchange Commission, Public Reference Section, Washington, DC 20549-1520. You may also obtain this information, upon payment of a duplicating fee, by e-mailing the SEC at the following address: publicinfo@sec.gov.

THE ADVISORS' INNER CIRCLE FUND III'S INVESTMENT COMPANY ACT REGISTRATION NUMBER IS 811-22920.

NPC-PS-001-0100

STATEMENT OF ADDITIONAL INFORMATION

NORTHPOINTE MICRO CAP EQUITY FUND
(INSTITUTIONAL SHARES: )

(INVESTOR SHARES: )

NORTHPOINTE SMALL CAP GROWTH FUND
(INSTITUTIONAL SHARES: )

(INVESTOR SHARES: )

NORTHPOINTE SMALL CAP VALUE FUND
(INSTITUTIONAL SHARES: NPIVX)

(INVESTOR SHARES: NPSVX)

NORTHPOINTE LARGE CAP VALUE FUND
(INSTITUTIONAL SHARES: NPILX)

(INVESTOR SHARES: NPLVX)

EACH, A SERIES OF THE ADVISORS' INNER CIRCLE FUND III

MARCH 21, 2014

INVESTMENT ADVISER:

NORTHPOINTE CAPITAL, LLC

This Statement of Additional Information ("SAI") is not a prospectus. This SAI is intended to provide additional information regarding the activities and operations of The Advisors' Inner Circle Fund III (the "Trust") and the NorthPointe Micro Cap Equity Fund, NorthPointe Small Cap Growth Fund, NorthPointe Small Cap Value Fund, and NorthPointe Large Cap Value Fund (each a "Fund" and together, the "Funds"). This SAI is incorporated by reference and should be read in conjunction with the Funds' prospectus dated March 21, 2014. Capitalized terms not defined herein are defined in the prospectus. Shareholders may obtain copies of the Funds' prospectus or Annual Report (when available) free of charge by writing to the Funds at NorthPointe Funds, P.O. Box 219009, Kansas City, MO 64121-9009 (Express Mail Address: NorthPointe Funds, c/o DST Systems, Inc., 430 West 7th Street, Kansas City, MO 64105) or by calling the Funds at 1-877-457-NPF3 (1-877-457-6733).

TABLE OF CONTENTS

THE TRUST                                                                   S-1
DESCRIPTION OF PERMITTED INVESTMENTS                                        S-2
INVESTMENT LIMITATIONS                                                      S-22
THE ADVISER                                                                 S-25
THE PORTFOLIO MANAGERS                                                      S-26
THE ADMINISTRATOR                                                           S-27
THE DISTRIBUTOR                                                             S-28
SHAREHOLDER SERVICES                                                        S-28
PAYMENTS TO FINANCIAL INTERMEDIARIES                                        S-28
THE TRANSFER AGENT                                                          S-29
THE CUSTODIAN                                                               S-29
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                               S-29
LEGAL COUNSEL                                                               S-29
TRUSTEES AND OFFICERS OF THE TRUST                                          S-29
PURCHASING AND REDEEMING SHARES                                             S-35
DETERMINATION OF NET ASSET VALUE                                            S-35
TAXES                                                                       S-36
FUND TRANSACTIONS                                                           S-41
PORTFOLIO HOLDINGS                                                          S-43
DESCRIPTION OF SHARES                                                       S-44
SHAREHOLDER LIABILITY                                                       S-44
LIMITATION OF TRUSTEES' LIABILITY                                           S-44
PROXY VOTING                                                                S-44
CODES OF ETHICS                                                             S-45
5% AND 25% SHAREHOLDERS                                                     S-45
APPENDIX A -- DESCRIPTION OF RATINGS                                         A-1
APPENDIX B -- PROXY VOTING POLICIES AND PROCEDURES                           B-1

NorthPointe Micro Cap Equity Fund and NorthPointe Small Cap Growth Fund are
currently not available for purchase.

March 21, 2014 NPC-SX-001-0100

THE TRUST

GENERAL. Each Fund is a separate series of the Trust. The Trust is an open-end investment management company established under Delaware law as a Delaware statutory trust under a Declaration of Trust dated December 4, 2013. The Declaration of Trust permits the Trust to offer separate series ("funds") of shares of beneficial interest ("shares"). The Trust reserves the right to create and issue shares of additional funds. Each fund is a separate mutual fund, and each share of each fund represents an equal proportionate interest in that fund. All consideration received by the Trust for shares of any fund and all assets of such fund belong solely to that fund and would be subject to liabilities related thereto. Each fund of the Trust pays its: (i) operating expenses, including fees of its service providers, expenses of preparing prospectuses, proxy solicitation material and reports to shareholders, costs of custodial services and registering its shares under federal and state securities laws, pricing and insurance expenses, brokerage costs, interest charges, taxes and organization expenses, and (ii) pro rata share of the fund's other expenses, including audit and legal expenses. Expenses attributable to a specific fund shall be payable solely out of the assets of that fund. Expenses not attributable to a specific fund are allocated across all of the funds on the basis of relative net assets.

DESCRIPTION OF MULTIPLE CLASSES OF SHARES. The Trust is authorized to offer shares of the Funds in Institutional Shares and Investor Shares. The different classes provide for variations in shareholder servicing fees and minimum investment requirements. Minimum investment requirements and investor eligibility are described in the prospectuses. The Trust reserves the right to create and issue additional classes of shares. For more information on shareholder servicing expenses, see the section titled "Shareholder Services" in this SAI.

VOTING RIGHTS. Each shareholder of record is entitled to one vote for each share held on the record date of the meeting. Each Fund will vote separately on matters relating solely to it. As a Delaware statutory trust, the Trust is not required, and does not intend, to hold annual meetings of shareholders. Approval of shareholders will be sought, however, for certain changes in the operation of the Trust and for the election of Trustees under certain circumstances. Under the Declaration of Trust, the Trustees have the power to liquidate each Fund without shareholder approval. While the Trustees have no present intention of exercising this power, they may do so if any Fund fails to reach a viable size within a reasonable amount of time or for such other reasons as may be determined by the Board of Trustees (the "Board").

In addition, a Trustee may be removed by the remaining Trustees or by shareholders at a special meeting called upon written request of shareholders owning at least 10% of the outstanding shares of the Trust. In the event that such a meeting is requested, the Trust will provide appropriate assistance and information to the shareholders requesting the meeting.

Any series of the Trust may reorganize or merge with one or more other series of the Trust or of another investment company. Any such reorganization or merger shall be pursuant to the terms and conditions specified in an agreement and plan of reorganization authorized and approved by the Trustees and entered into by the relevant series in connection therewith. In addition, such reorganization or merger may be authorized by vote of a majority of the Trustees then in office and, to the extent permitted by applicable law and the Declaration of Trust, without the approval of shareholders of any series.

DESCRIPTION OF PERMITTED INVESTMENTS

Each Fund's investment objectives and principal investment strategies are described in the prospectus. The Funds are diversified, as that term is defined in the Investment Company Act of 1940, as amended (the "1940 Act").

The following information supplements, and should be read in conjunction with, the prospectus. The following are descriptions of the permitted investments and investment practices of the Funds and the associated risk factors. The Funds may invest in any of the following instruments or engage in any of the following investment practices unless such investment or activity is inconsistent with or is not permitted by a Fund's stated investment policies, including those stated below.

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The investment objectives, policies, strategies, risks and limitations discussed in this SAI may be changed without shareholder approval unless otherwise noted.

BORROWING. While the Funds do not anticipate doing so, the Funds may borrow money for investment purposes. Borrowing for investment purposes is one form of leverage. Leveraging investments, by purchasing securities with borrowed money, is a speculative technique that increases investment risk, but also increases investment opportunity. Because substantially all of a Fund's assets will fluctuate in value, whereas the interest obligations on borrowings may be fixed, the net asset value per share ("NAV") of the Fund will increase more when the Fund's portfolio assets increase in value and decrease more when the Fund's portfolio assets decrease in value than would otherwise be the case. Moreover, interest costs on borrowings may fluctuate with changing market rates of interest and may partially offset or exceed the returns on the borrowed funds. Under adverse conditions, the Funds might have to sell portfolio securities to meet interest or principal payments at a time when investment considerations would not favor such sales. The Funds intend to use leverage during periods when the Advisor believes that the respective Fund's investment objective would be furthered.

Each Fund may also borrow money to facilitate management of the Fund's portfolio by enabling the Fund to meet redemption requests when the liquidation of portfolio instruments would be inconvenient or disadvantageous. Such borrowing is not for investment purposes and will be repaid by the borrowing Fund promptly. As required by the 1940 Act, a Fund must maintain continuous asset coverage (total assets, including assets acquired with borrowed funds, less liabilities exclusive of borrowings) of 300% of all amounts borrowed. If, at any time, the value of a Fund's assets should fail to meet this 300% coverage test, the Fund, within three days (not including Sundays and holidays), will reduce the amount of the Fund's borrowings to the extent necessary to meet this 300% coverage requirement. Maintenance of this percentage limitation may result in the sale of portfolio securities at a time when investment considerations otherwise indicate that it would be disadvantageous to do so.

EQUITY SECURITIES. Equity securities represent ownership interests in a company or partnership and consist of common stocks, preferred stocks, warrants to acquire common stock, securities convertible into common stock, and investments in master limited partnerships. Investments in equity securities in general are subject to market risks that may cause their prices to fluctuate over time. Fluctuations in the value of equity securities in which a Fund invests will cause the NAV of a Fund to fluctuate. The Funds purchase equity securities traded in the United States on registered exchanges or the over-the-counter ("OTC") market. Equity securities are described in more detail below:

o COMMON STOCK. Common stock represents an equity or ownership interest in an issuer. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds and preferred stock take precedence over the claims of those who own common stock.

o PREFERRED STOCK. Preferred stock represents an equity or ownership interest in an issuer that pays dividends at a specified rate and that has precedence over common stock in the payment of dividends. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds take precedence over the claims of those who own preferred and common stock.

o EXCHANGE-TRADED FUNDS ("ETFS"). An ETF is a fund whose shares are bought and sold on a securities exchange as if it were a single security. An ETF holds a portfolio of securities designed to track a particular market segment or index. Some examples of ETFs are SPDRs([R]), DIAMONDS(SM), NASDAQ 100 Index Tracking Stock(SM) ("QQQs(SM)"), and iShares([R]). A Fund could purchase an ETF to temporarily gain exposure to a portion of the U. S. or foreign market while awaiting an opportunity to purchase securities directly. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although lack of liquidity in an ETF could result in it being more volatile than the underlying portfolio of securities and ETFs have management fees that increase their costs versus the costs of owning the underlying securities directly. See also "Securities of Other Investment Companies" below.

S-2

o INVERSE EXCHANGE-TRADED FUNDS. Inverse ETFs present all of the risks that regular ETFs present, but investing in inverse ETFs entails more risk than investing in regular ETFs because of the way that inverse ETFs are designed to produce results opposite to market trends. Inverse ETFs seek daily investment results, before fees and expenses, which correspond to the inverse (opposite) of the daily performance of a specific benchmark. Inverse ETFs are funds designed to rise in price when stock prices are falling. Inverse ETF index funds seek to provide investment results that will match a certain percentage of the inverse of the performance of a specific benchmark on a daily basis. For example, if an inverse ETF's current benchmark is 100% of the inverse of the S&P 500 Index and the fund meets its objective, the value of the fund will tend to increase on a daily basis when the value of the underlying index decreases (if the S&P 500 Index goes down 5% then the fund's value should go up 5%). Conversely, when the value of the underlying index increases, the value of the fund's shares tend to decrease on a daily basis (if the S&P 500 Index goes up 5% then the fund's value should go down 5%). Additionally, inverse ETFs may employ leverage, which magnifies the changes in the underlying stock index upon which they are based. For example, if an inverse ETF's current benchmark is 200% of the inverse of the S&P 500 Index and the ETF meets its objective, the value of the ETF will tend to increase on a daily basis when the value of the underlying index decreases (e. g. , if the S&P 500 Index goes down 5% then the inverse ETF's value should go up 10%). Most inverse ETFs reset daily (meaning they aim to achieve their stated objective daily). Accordingly, their performance over longer terms can perform very differently than underlying assets and benchmarks, and volatile markets can amplify this effect.

o WARRANTS. Warrants are instruments that entitle the holder to buy an equity security at a specific price for a specific period of time. Changes in the value of a warrant do not necessarily correspond to changes in the value of its underlying security. The price of a warrant may be more volatile than the price of its underlying security, and a warrant may offer greater potential for capital appreciation as well as capital loss. Warrants do not entitle a holder to dividends or voting rights with respect to the underlying security and do not represent any rights in the assets of the issuing company. A warrant ceases to have value if it is not exercised prior to its expiration date. These factors can make warrants more speculative than other types of investments.

o CONVERTIBLE SECURITIES. Convertible securities are bonds, debentures, notes, preferred stocks or other securities that may be converted or exchanged (by the holder or by the issuer) into shares of the underlying common stock (or cash or securities of equivalent value) at a stated exchange ratio. A convertible security may also be called for redemption or conversion by the issuer after a particular date and under certain circumstances (including a specified price) established upon issue. If a convertible security held by a Fund is called for redemption or conversion, the Fund could be required to tender it for redemption, convert it into the underlying common stock, or sell it to a third party.

Convertible securities generally have less potential for gain or loss than common stocks. Convertible securities generally provide yields higher than the underlying common stocks, but generally lower than comparable non- convertible securities. Because of this higher yield, convertible securities generally sell at a price above their "conversion value," which is the current market value of the stock to be received upon conversion. The difference between this conversion value and the price of convertible securities will vary over time depending on changes in the value of the underlying common stocks and interest rates. When the underlying common stocks decline in value, convertible securities will tend not to decline to the same extent because of the interest or dividend payments and the repayment of principal at maturity for certain types of convertible securities. However, securities that are convertible other than at the option of the holder generally do not limit the potential for loss to the same extent as securities convertible at the option of the holder. When the underlying common stocks rise in value, the value of convertible securities may also be expected to increase. At the same time, however, the difference between the market value of convertible securities and their conversion value will narrow, which means that the value of convertible securities will generally not increase to the same extent as the value of the underlying common stocks. Because convertible securities may also be interest-rate sensitive, their value may increase as interest rates fall and decrease as interest rates rise. Convertible securities are also subject to credit risk, and are often lower-quality securities.

Certain Funds may also invest in zero coupon convertible securities. Zero coupon convertible securities are debt

S-3

securities which are issued at a discount to their face amount and do not entitle the holder to any periodic payments of interest prior to maturity. Rather, interest earned on zero coupon convertible securities accretes at a stated yield until the security reaches its face amount at maturity. Zero coupon convertible securities are convertible into a specific number of shares of the issuer's common stock. In addition, zero coupon convertible securities usually have put features that provide the holder with the opportunity to sell the securities back to the issuer at a stated price before maturity. Generally, the prices of zero coupon convertible securities may be more sensitive to market interest rate fluctuations then conventional convertible securities.

o MICRO AND SMALL-CAPITALIZATION ISSUERS. Investing in equity securities of micro and small capitalization companies often involves greater risk than is customarily associated with investments in larger capitalization companies. This increased risk may be due to the greater business risks of smaller size, limited markets and financial resources, narrow product lines and frequent lack of depth of management. The securities of micro and smaller companies are often traded in the OTC market and even if listed on a national securities exchange may not be traded in volumes typical for that exchange. Consequently, the securities of micro and smaller companies are less likely to be liquid, may have limited market stability, and may be subject to more abrupt or erratic market movements than securities of larger, more established growth companies or the market averages in general.

o INITIAL PUBLIC OFFERINGS ("IPOS"). A Fund may invest a portion of its assets in securities of companies offering shares in IPOs. IPOs may have a magnified performance impact on a Fund with a small asset base and the impact of IPOs on a Fund's performance likely will decrease as the Fund's asset size increases. IPOs may not be consistently available to a Fund for investing, particularly as the Fund's asset base grows. Because IPO shares frequently are volatile in price, a Fund may hold IPO shares for a very short period of time. This may increase the turnover of a Fund's portfolio and may lead to increased expenses for a Fund, such as commissions and transaction costs. By selling IPO shares, a Fund may realize taxable gains it will subsequently distribute to shareholders. In addition, the market for IPO shares can be speculative and/or inactive for extended periods of time. The limited number of shares available for trading in some IPOs may make it more difficult for a Fund to buy or sell significant amounts of shares without an unfavorable impact on prevailing prices. Holders of IPO shares can be affected by substantial dilution in the value of their shares, by sales of additional shares and by concentration of control in existing management and principal shareholders.

A Fund's investment in IPO shares may include the securities of unseasoned companies (companies with less than three years of continuous operations), which presents risks considerably greater than common stocks of more established companies. These companies may have limited operating histories and their prospects for profitability may be uncertain. These companies may be involved in new and evolving businesses and may be vulnerable to competition and changes in technology, markets and economic conditions. They may be more dependent on key managers and third parties and may have limited product lines.

o INTERESTS IN PUBLICLY TRADED LIMITED PARTNERSHIPS. Those Funds that invest in U. S. common stock may also invest in interests in publicly traded limited partnerships (limited partnership interests or units) which represent equity interests in the assets and earnings of the partnership's trade or business. Unlike common stock in a corporation, limited partnership interests have limited or no voting rights. However, many of the risks of investing in common stocks are still applicable to investments in limited partnership interests. In addition, limited partnership interests are subject to risks not present in common stock. For example, income generated from limited partnerships deemed not to be 'publicly traded' may not be considered 'qualifying income' under the Internal Revenue Code of 1986, as amended (the "Code") and may trigger adverse tax consequences. Also, since publicly traded limited partnerships are a less common form of organizational structure than corporations, the limited partnership units may be less liquid than publicly traded common stock. Also, because of the difference in organizational structure, the fair value of limited partnership units in a Fund's portfolio may be based either upon the current market price of such units, or if there is no current market price, upon the pro rata value of the underlying assets of the partnership. Limited partnership units also have the risk that the limited partnership might, under certain circumstances, be treated as a general partnership giving rise to broader liability exposure to the limited partners for activities of the partnership. Further, the general

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partners of a limited partnership may be able to significantly change the business or asset structure of a limited partnership without the limited partners having any ability to disapprove any such changes. In certain limited partnerships, limited partners may also be required to return distributions previously made in the event that excess distributions have been made by the partnership, or in the event that the general partners, or their affiliates, are entitled to indemnification.

o SPECIAL SITUATIONS. The Funds may invest in securities of companies involved in "special situations. " A special situation arises when, in the opinion of the Adviser, the securities of a company will, within a reasonably estimated time period, be accorded market recognition at an appreciated value solely by reason of a development particularly or uniquely applicable to that company and regardless of general business conditions or movements of the market as a whole. Such developments and situations include, but are not limited to: liquidations; reorganizations; recapitalizations or mergers; material litigation; technological breakthroughs; and new management or management policies. Special situations may involve greater risk than is found in the normal course of investing if the special situation does not produce the effect predicted by the Adviser.

FIXED INCOME SECURITIES. Fixed income securities include bonds, notes, debentures and other interest-bearing securities that represent indebtedness. The market value of the fixed income investments in which a Fund invests will change in response to interest rate changes and other factors. During periods of falling interest rates, the values of outstanding fixed income securities generally rise. Conversely, during periods of rising interest rates, the values of such securities generally decline. Moreover, while securities with longer maturities tend to produce higher yields, the prices of longer maturity securities are also subject to greater market fluctuations as a result of changes in interest rates. Changes by recognized agencies in the rating of any fixed income security and in the ability of an issuer to make payments of interest and principal also affect the value of these investments. Changes in the value of these securities will not necessarily affect cash income derived from these securities but will affect a Fund's NAV.

FOREIGN SECURITIES:

TYPES OF FOREIGN SECURITIES. Foreign securities are debt and equity securities that are traded in markets outside of the U.S. The markets in which these securities are located can be developed or emerging. The Funds can invest in foreign securities in a number of ways:

o A Fund can invest directly in foreign securities denominated in a foreign currency;

o A Fund can invest in American Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs") and other similar global instruments; and

o A Fund can invest in investment funds.

AMERICAN DEPOSITARY RECEIPTS. ADRs as well as other "hybrid" forms of ADRs, including EDRs and Global Depositary Receipts ("GDRs"), are certificates evidencing ownership of shares of a foreign issuer. These certificates are issued by depository banks and generally trade on an established market in the United States or elsewhere. A custodian bank or similar financial institution in the issuer's home country holds the underlying shares in trust. The depository bank may not have physical custody of the underlying securities at all times and may charge fees for various services, including forwarding dividends and interest and corporate actions. ADRs are alternatives to directly purchasing the underlying foreign securities in their national markets and currencies. ADRs are subject to many of the risks associated with investing directly in foreign securities. EDRs are similar to ADRs, except that they are typically issued by European banks or trust companies.

ADRs can be sponsored or unsponsored. While these types are similar, there are differences regarding a holder's rights and obligations and the practices of market participants. A depository may establish an unsponsored facility without participation by (or acquiescence of) the underlying issuer; typically, however, the depository requests a letter of non-objection from the underlying issuer prior to establishing the facility. Holders of unsponsored depositary receipts generally

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bear all the costs of the facility. The depository usually charges fees upon the deposit and withdrawal of the underlying securities, the conversion of dividends into U.S. dollars or other currency, the disposition of non-cash distributions, and the performance of other services. Sponsored depositary receipt facilities are created in generally the same manner as unsponsored facilities, except that sponsored depositary receipts are established jointly by a depository and the underlying issuer through a deposit agreement. The deposit agreement sets out the rights and responsibilities of the underlying issuer, the depository, and the depositary receipt holders. With sponsored facilities, the underlying issuer typically bears some of the costs of the depositary receipts (such as dividend payment fees of the depository), although most sponsored depositary receipts holders may bear costs such as deposit and withdrawal fees. Depositories of most sponsored depositary receipts agree to distribute notices of shareholder meetings, voting instructions, and other shareholder communications and information to the depositary receipt holders at the underlying issuer's request. The depositary of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited security or to pass through, to the holders of the receipts, voting rights with respect to the deposited securities.

EMERGING MARKETS. An "emerging country" is generally a country that the International Bank for Reconstruction and Development ("World Bank") and the International Finance Corporation would consider to be an emerging or developing country. Typically, emerging markets are in countries that are in the process of industrialization, with lower gross national products ("GNP") than more developed countries. There are currently over 130 countries that the international financial community generally considers to be emerging or developing countries, approximately 40 of which currently have stock markets. These countries generally include every nation in the world except the United States, Canada, Japan, Australia, New Zealand and most nations located in Western Europe.

INVESTMENT FUNDS. Some emerging countries currently prohibit direct foreign investment in the securities of their companies. Certain emerging countries, however, permit indirect foreign investment in the securities of companies listed and traded on their stock exchanges through investment funds that they have specifically authorized. Investments in these investment funds are subject to the provisions of the 1940 Act. If the Fund invests in such investment funds, shareholders will bear not only their proportionate share of the expenses of the Fund (including operating expenses and the fees of the Adviser), but also will indirectly bear similar expenses of the underlying investment funds. In addition, these investment funds may trade at a premium over their NAV.

RISKS OF FOREIGN SECURITIES:

Foreign securities, foreign currencies, and securities issued by U.S. entities with substantial foreign operations may involve significant risks in addition to the risks inherent in U.S. investments.

POLITICAL AND ECONOMIC FACTORS - Local political, economic, regulatory, or social instability, military action or unrest, or adverse diplomatic developments may affect the value of foreign investments. Listed below are some of the more important political and economic factors that could negatively affect an investment in foreign securities:

o The economies of foreign countries may differ from the economy of the United States in such areas as growth of GNP, rate of inflation, capital reinvestment, resource self-sufficiency, budget deficits and national debt;

o Foreign governments sometimes participate to a significant degree, through ownership interests or regulation, in their respective economies. Actions by these governments could significantly influence the market prices of securities and payment of dividends;

o The economies of many foreign countries are dependent on international trade and their trading partners and they could be severely affected if their trading partners were to enact protective trade barriers and economic conditions;

o The internal policies of a particular foreign country may be less stable than in the United States. Other countries face significant external political risks, such as possible claims of sovereignty by other countries or tense and sometimes hostile border clashes; and

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o A foreign government may act adversely to the interests of U. S. investors, including expropriation or nationalization of assets, confiscatory taxation and other restrictions on U. S. investment. A country may restrict control foreign investments in its securities markets. These restrictions could limit a Fund's ability to invest in a particular country or make it very expensive for the Fund to invest in that country. Some countries require prior governmental approval or limit the types or amount of securities or companies in which a foreigner can invest. Other countries may restrict the ability of foreign investors to repatriate their investment income and capital gains.

INFORMATION AND SUPERVISION - There is generally less publicly available information about foreign companies than companies based in the United States. For example, there are often no reports and ratings published about foreign companies comparable to the ones written about U.S. companies. Foreign companies are typically not subject to uniform accounting, auditing and financial reporting standards, practices and requirements comparable to those applicable to U.S. companies. The lack of comparable information makes investment decisions concerning foreign companies more difficult and less reliable than domestic companies.

STOCK EXCHANGE AND MARKET RISK - The Adviser anticipates that in most cases an exchange or OTC market located outside of the United States will be the best available market for foreign securities. Foreign stock markets, while growing in volume and sophistication, are generally not as developed as the markets in the United States. Foreign stock markets tend to differ from those in the United States in a number of ways.

Foreign stock markets:

o are generally more volatile than, and not as developed or efficient as, those in the United States;

o have substantially less volume;

o trade securities that tend to be less liquid and experience rapid and erratic price movements;

o have generally higher commissions and are subject to set minimum rates, as opposed to negotiated rates;

o employ trading, settlement and custodial practices less developed than those in U.S. markets; and

o may have different settlement practices, which may cause delays and increase the potential for failed settlements.

Foreign markets may offer less protection to shareholders than U.S. markets because:

o foreign accounting, auditing, and financial reporting requirements may render a foreign corporate balance sheet more difficult to understand and interpret than one subject to U.S. law and standards;

o adequate public information on foreign issuers may not be available, and it may be difficult to secure dividends and information regarding corporate actions on a timely basis;

o in general, there is less overall governmental supervision and regulation of securities exchanges, brokers, and listed companies than in the United States;

o OTC markets tend to be less regulated than stock exchange markets and, in certain countries, may be totally unregulated;

o economic or political concerns may influence regulatory enforcement and may make it difficult for shareholders to enforce their legal rights; and

o restrictions on transferring securities within the United States or to U.S. persons may make a particular security less liquid than foreign securities of the same class that are not subject to such restrictions.

FOREIGN CURRENCY RISK - While the Funds denominate their NAV in U.S. dollars, the securities of foreign companies are frequently denominated in foreign currencies. Thus, a change in the value of a foreign currency against the U.S. dollar will result in a corresponding change in value of securities denominated in that currency. Some of the factors that may impair the investments denominated in a foreign currency are:

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o it may be expensive to convert foreign currencies into U.S. dollars and vice versa;

o complex political and economic factors may significantly affect the values of various currencies, including U.S. dollars, and their exchange rates;

o government intervention may increase risks involved in purchasing or selling foreign currency options, forward contracts and futures contracts, since exchange rates may not be free to fluctuate in response to other market forces;

o there may be no systematic reporting of last sale information for foreign currencies or regulatory requirement that quotations available through dealers or other market sources be firm or revised on a timely basis;

o available quotation information is generally representative of very large round-lot transactions in the inter-bank market and thus may not reflect exchange rates for smaller odd-lot transactions (less than $1 million) where rates may be less favorable; and

o the inter-bank market in foreign currencies is a global, around-the-clock market. To the extent that a market is closed while the markets for the underlying currencies remain open, certain markets may not always reflect significant price and rate movements.

TAXES - Certain foreign governments levy withholding taxes on dividend and interest income. Although in some countries it is possible for the Funds to recover a portion of these taxes, the portion that cannot be recovered will reduce the income the Funds receive from their investments. The Funds do not expect such foreign withholding taxes to have a significant impact on performance.

EMERGING MARKETS - Investing in emerging markets may magnify the risks of foreign investing. Security prices in emerging markets can be significantly more volatile than those in more developed markets, reflecting the greater uncertainties of investing in less established markets and economies. In particular, countries with emerging markets may:

o Have relatively unstable governments;

o Present greater risks of nationalization of businesses, restrictions on foreign ownership and prohibitions on the repatriation of assets;

o Offer less protection of property rights than more developed countries; and

o Have economies that are based on only a few industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from extreme and volatile debt burdens or inflation rates.

Local securities markets may trade a small number of securities and may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of holdings difficult or impossible at times.

SECURITIES OF OTHER INVESTMENT COMPANIES. The Funds may invest in shares of other investment companies, to the extent permitted by applicable law and subject to certain restrictions. These investment companies typically incur fees that are separate from those fees incurred directly by the Funds. A Fund's purchase of such investment company securities results in the layering of expenses, such that shareholders would indirectly bear a proportionate share of the operating expenses of such investment companies, including advisory fees, in addition to paying the Fund's expenses. Unless an exception is available,
Section 12(d)(1)(A) of the 1940 Act prohibits a fund from (i) acquiring more than 3% of the voting shares of any one investment company, (ii) investing more than 5% of its total assets in any one investment company, and (iii) investing more than 10% of its total assets in all investment companies combined, including its ETF investments.

For hedging or other purposes, the Funds may invest in investment companies that seek to track the composition and/or performance of specific indexes or portions of specific indexes. Certain of these investment companies, known as ETFs, are traded on a securities exchange. The market prices of index-based investments will fluctuate in accordance with changes in the underlying portfolio securities of the investment company and also due to supply and demand of the

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investment company's shares on the exchange upon which the shares are traded. Index-based investments may not replicate or otherwise match the composition or performance of their specified index due to transaction costs, among other things.

Pursuant to orders issued by the Securities and Exchange Commission ("SEC") to each of certain iShares, Market Vectors, Vanguard, ProShares, PowerShares, SPDR, Guggenheim (formerly, Claymore), Direxion, WisdomTree, Rydex and First Trust exchange-traded funds (collectively, the "ETFs") and procedures approved by the Board, the Funds may invest in the ETFs in excess of the 3% limit described above, provided that the Funds otherwise comply with the conditions of the SEC order, as it may be amended, and any other applicable investment limitations. Neither the ETFs nor their investment advisers make any representations regarding the advisability of investing in the ETFs.

FLOATING AND VARIABLE RATE INSTRUMENTS. Floating or variable rate obligations bear interest at rates that are not fixed, but vary with changes in specified market rates or indices, such as the prime rate, or at specified intervals. The interest rate on floating-rate securities varies with changes in the underlying index (such as the Treasury bill rate), while the interest rate on variable or adjustable rate securities changes at preset times based upon an underlying index. Certain of the floating or variable rate obligations that may be purchased by the Funds may carry a demand feature that would permit the holder to tender them back to the issuer of the instrument or to a third party at par value prior to maturity.

Some of the demand instruments purchased by a Fund may not be traded in a secondary market and derive their liquidity solely from the ability of the holder to demand repayment from the issuer or third party providing credit support. If a demand instrument is not traded in a secondary market, the Fund will nonetheless treat the instrument as "readily marketable" for the purposes of its investment restriction limiting investments in illiquid securities unless the demand feature has a notice period of more than seven days in which case the instrument will be characterized as "not readily marketable" and therefore illiquid.

Such obligations include variable rate master demand notes, which are unsecured instruments issued pursuant to an agreement between the issuer and the holder that permit the indebtedness thereunder to vary and to provide for periodic adjustments in the interest rate. A Fund will limit its purchases of floating and variable rate obligations to those of the same quality as it is otherwise allowed to purchase. A Fund's Adviser will monitor on an ongoing basis the ability of an issuer of a demand instrument to pay principal and interest on demand.

A Fund's right to obtain payment at par on a demand instrument could be affected by events occurring between the date the Fund elects to demand payment and the date payment is due that may affect the ability of the issuer of the instrument or third party providing credit support to make payment when due, except when such demand instruments permit same day settlement. To facilitate settlement, these same day demand instruments may be held in book entry form at a bank other than a Fund's custodian subject to a subcustodian agreement approved by the Fund between that bank and the Fund's custodian.

MONEY MARKET SECURITIES. Money market securities include short-term U.S. government securities; custodial receipts evidencing separately traded interest and principal components of securities issued by the U.S. Treasury; commercial paper rated in the highest short-term rating category by a nationally recognized statistical ratings organization ("NRSRO"), such as Standard & Poor's Rating Services ("S&P") or Moody's Investor Services, Inc. ("Moody's"), or determined by the Adviser to be of comparable quality at the time of purchase; short-term bank obligations (certificates of deposit, time deposits and bankers' acceptances) of U.S. commercial banks with assets of at least $1 billion as of the end of their most recent fiscal year; and repurchase agreements involving such securities. Each of these money market securities are described below. For a description of ratings, see "Appendix A -- Description of Ratings" to this SAI.

REAL ESTATE INVESTMENT TRUST ("REIT"). A REIT is a corporation or business trust (that would otherwise be taxed as a corporation) which meets the definitional requirements of the Code. The Code permits a qualifying REIT to deduct from taxable income the dividends paid, thereby effectively eliminating corporate level federal income tax and causing the REIT to function similarly to a pass-through vehicle for federal income tax purposes. To meet the definitional

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requirements of the Code, a REIT must, among other things: invest substantially all of its assets in interests in real estate (including mortgages and other REITs), cash and government securities; derive most of its income from rents from real property or interest on loans secured by mortgages on real property; and distribute annually 95% or more of its otherwise taxable income to shareholders.

REITs are sometimes informally characterized as Equity REITs and Mortgage REITs. An Equity REIT invests primarily in the fee ownership or leasehold ownership of land and buildings; a Mortgage REIT invests primarily in mortgages on real property, which may secure construction, development or long-term loans.

REITs in which a Fund invests may be affected by changes in underlying real estate values, which may have an exaggerated effect to the extent that REITs in which the Fund invests may concentrate investments in particular geographic regions or property types. Additionally, rising interest rates may cause investors in REITs to demand a higher annual yield from future distributions, which may in turn decrease market prices for equity securities issued by REITs. Rising interest rates also generally increase the costs of obtaining financing, which could cause the value of a Fund's investments to decline. During periods of declining interest rates, certain Mortgage REITs may hold mortgages that the mortgagors elect to prepay, which prepayment may diminish the yield on securities issued by such Mortgage REITs. In addition, Mortgage REITs may be affected by the ability of borrowers to repay when due the debt extended by the REIT and Equity REITs may be affected by the ability of tenants to pay rent.

Certain REITs have relatively small market capitalization, which may tend to increase the volatility of the market price of securities issued by such REITs. Furthermore, REITs are dependent upon specialized management skills, have limited diversification and are, therefore, subject to risks inherent in operating and financing a limited number of projects. By investing in REITs indirectly through a Fund, a shareholder will bear not only his proportionate share of the expenses of the Fund, but also, indirectly, similar expenses of the REITs. REITs depend generally on their ability to generate cash flow to make distributions to shareholders.

In addition to these risks, Equity REITs may be affected by changes in the value of the underlying property owned by the trusts, while Mortgage REITs may be affected by the quality of any credit extended. Further, Equity and Mortgage REITs are dependent upon management skills and generally may not be diversified. Equity and Mortgage REITs are also subject to heavy cash flow dependency defaults by borrowers and self-liquidation. In addition, Equity and Mortgage REITs could possibly fail to qualify for tax free pass-through of income under the Code or to maintain their exemptions from registration under the 1940 Act. The above factors may also adversely affect a borrower's or a lessee's ability to meet its obligations to the REIT. In the event of default by a borrower or lessee, the REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs associated with protecting its investments.

U.S. GOVERNMENT SECURITIES. Each Fund may invest in U.S. government securities. Securities issued or guaranteed by the U.S. government or its agencies or instrumentalities include U.S. Treasury securities, which are backed by the full faith and credit of the U.S. Treasury and which differ only in their interest rates, maturities, and times of issuance. U.S. Treasury bills have initial maturities of one-year or less; U.S. Treasury notes have initial maturities of one to ten years; and U.S. Treasury bonds generally have initial maturities of greater than ten years. Certain U.S. government securities are issued or guaranteed by agencies or instrumentalities of the U.S. government including, but not limited to, obligations of U.S. government agencies or instrumentalities such as the Federal National Mortgage Association ("Fannie Mae"), the Government National Mortgage Association ("Ginnie Mae"), the Small Business Administration, the Federal Farm Credit Administration, the Federal Home Loan Banks, Banks for Cooperatives (including the Central Bank for Cooperatives), the Federal Land Banks, the Federal Intermediate Credit Banks, the Tennessee Valley Authority, the Export-Import Bank of the United States, the Commodity Credit Corporation, the Federal Financing Bank, the Student Loan Marketing Association, the National Credit Union Administration and the Federal Agricultural Mortgage Corporation ("Farmer Mac").

Some obligations issued or guaranteed by U.S. government agencies and instrumentalities, including, for example, Ginnie Mae pass-through certificates, are supported by the full faith and credit of the U.S. Treasury. Other obligations issued by

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or guaranteed by federal agencies, such as those securities issued by Fannie Mae, are supported by the discretionary authority of the U.S. government to purchase certain obligations of the federal agency, while other obligations issued by or guaranteed by federal agencies, such as those of the Federal Home Loan Banks, are supported by the right of the issuer to borrow from the U.S. Treasury. While the U.S. government provides financial support to such U.S. government-sponsored federal agencies, no assurance can be given that the U.S. government will always do so, since the U.S. government is not so obligated by law. U.S. Treasury notes and bonds typically pay coupon interest semi-annually and repay the principal at maturity.

On September 7, 2008, the U.S. Treasury announced a federal takeover of Fannie Mae and the Federal Home Loan Mortgage Corporation ("Freddie Mac"), placing the two federal instrumentalities in conservatorship. Under the takeover, the U.S. Treasury agreed to acquire $1 billion of senior preferred stock of each instrumentality and obtained warrants for the purchase of common stock of each instrumentality (the "Senior Preferred Stock Purchase Agreement" or "Agreement"). Under the Agreement, the U.S. Treasury pledged to provide up to $200 billion per instrumentality as needed, including the contribution of cash capital to the instrumentalities in the event their liabilities exceed their assets. This was intended to ensure that the instrumentalities maintain a positive net worth and meet their financial obligations, preventing mandatory triggering of receivership. On December 24, 2009, the U.S. Treasury announced that it was amending the Agreement to allow the $200 billion cap on the U.S. Treasury's funding commitment to increase as necessary to accommodate any cumulative reduction in net worth through the end of 2012. The unlimited support the U.S. Treasury extended to the two companies expired at the beginning of 2013 -- Fannie Mae's support is now capped at $125 billion and Freddie Mac has a limit of $149 billion.

On August 17, 2012, the U.S. Treasury announced that it was again amending the Agreement to terminate the requirement that Fannie Mae and Freddie Mac each pay a 10% annual dividend. Instead, the companies will transfer to the U.S. Treasury on a quarterly basis all profits earned during a quarter that exceed a capital reserve amount of $3 billion. It is believed that the new amendment puts Fannie Mae and Freddie Mac in a better position to service their debt because the companies no longer have to borrow from the U.S. Treasury to make fixed dividend payments. As part of the new terms, Fannie Mae and Freddie Mac also will be required to reduce their investment portfolios at an annual rate of 15 percent instead of the previous 10 percent, which puts each of them on track to cut their portfolios to a targeted $ 250 billion in 2018.

Fannie Mae and Freddie Mac are the subject of several continuing class action lawsuits and investigations by federal regulators over certain accounting, disclosure or corporate governance matters, which (along with any resulting financial restatements) may adversely affect the guaranteeing entities. Importantly, the future of the entities is in serious question as the U.S. Government reportedly is considering multiple options, ranging from nationalization, privatization, consolidation, or abolishment of the entities.

o U. S. TREASURY OBLIGATIONS. U. S. Treasury obligations consist of bills, notes and bonds issued by the U. S. Treasury and separately traded interest and principal component parts of such obligations that are transferable through the federal book-entry system known as Separately Traded Registered Interest and Principal Securities ("STRIPS") and Treasury Receipts ("TRs").

o RECEIPTS. Interests in separately traded interest and principal component parts of U. S. government obligations that are issued by banks or brokerage firms and are created by depositing U. S. government obligations into a special account at a custodian bank. The custodian holds the interest and principal payments for the benefit of the registered owners of the certificates or receipts. The custodian arranges for the issuance of the certificates or receipts evidencing ownership and maintains the register. TRs and STRIPS are interests in accounts sponsored by the U. S. Treasury. Receipts are sold as zero coupon securities.

o U. S. GOVERNMENT ZERO COUPON SECURITIES. STRIPS and receipts are sold as zero coupon securities, that is, fixed income securities that have been stripped of their unmatured interest coupons. Zero coupon securities are sold at a (usually substantial) discount and redeemed at face value at their maturity date without interim cash payments of

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interest or principal. The amount of this discount is accreted over the life of the security, and the accretion constitutes the income earned on the security for both accounting and tax purposes. Because of these features, the market prices of zero coupon securities are generally more volatile than the market prices of securities that have similar maturity but that pay interest periodically. Zero coupon securities are likely to respond to a greater degree to interest rate changes than are non-zero coupon securities with similar maturity and credit qualities.

o U. S. GOVERNMENT AGENCIES. Some obligations issued or guaranteed by agencies of the U. S. government are supported by the full faith and credit of the U. S. Treasury, others are supported by the right of the issuer to borrow from the U. S. Treasury, while still others are supported only by the credit of the instrumentality. Guarantees of principal by agencies or instrumentalities of the U. S. government may be a guarantee of payment at the maturity of the obligation so that in the event of a default prior to maturity there might not be a market and thus no means of realizing on the obligation prior to maturity. Guarantees as to the timely payment of principal and interest do not extend to the value or yield of these securities nor to the value of a Fund's shares.

COMMERCIAL PAPER. Commercial paper is the term used to designate unsecured short-term promissory notes issued by corporations and other entities. Maturities on these issues vary from a few to 270 days.

OBLIGATIONS OF DOMESTIC BANKS, FOREIGN BANKS AND FOREIGN BRANCHES OF U.S. BANKS. The Funds may invest in obligations issued by banks and other savings institutions. Investments in bank obligations include obligations of domestic branches of foreign banks and foreign branches of domestic banks. Such investments in domestic branches of foreign banks and foreign branches of domestic banks may involve risks that are different from investments in securities of domestic branches of U.S. banks. These risks may include future unfavorable political and economic developments, possible withholding taxes on interest income, seizure or nationalization of foreign deposits, currency controls, interest limitations, or other governmental restrictions which might affect the payment of principal or interest on the securities held by a Fund. Additionally, these institutions may be subject to less stringent reserve requirements and to different accounting, auditing, reporting and recordkeeping requirements than those applicable to domestic branches of U.S. banks. Bank obligations include the following:

o BANKERS' ACCEPTANCES. Bankers' acceptances are bills of exchange or time drafts drawn on and accepted by a commercial bank. Corporations use bankers' acceptances to finance the shipment and storage of goods and to furnish dollar exchange. Maturities are generally six months or less.

o CERTIFICATES OF DEPOSIT. Certificates of deposit are interest-bearing instruments with a specific maturity. They are issued by banks and savings and loan institutions in exchange for the deposit of funds and normally can be traded in the secondary market prior to maturity. Certificates of deposit with penalties for early withdrawal will be considered illiquid.

o TIME DEPOSITS. Time deposits are non-negotiable receipts issued by a bank in exchange for the deposit of funds. Like a certificate of deposit, it earns a specified rate of interest over a definite period of time; however, it cannot be traded in the secondary market. Time deposits with a withdrawal penalty or that mature in more than seven days are considered to be illiquid securities.

REPURCHASE AGREEMENTS. The Funds may enter into repurchase agreements with financial institutions. A repurchase agreement is an agreement under which a fund acquires a fixed income security (generally a security issued by the U.S. government or an agency thereof, a banker's acceptance, or a certificate of deposit) from a commercial bank, broker, or dealer, and simultaneously agrees to resell such security to the seller at an agreed upon price and date (normally, the next business day). Because the security purchased constitutes collateral for the repurchase obligation, a repurchase agreement may be considered a loan that is collateralized by the security purchased. The acquisition of a repurchase agreement may be deemed to be an acquisition of the underlying securities as long as the obligation of the seller to repurchase the securities is collateralized fully. The Funds follow certain procedures designed to minimize the risks inherent in such agreements. These procedures include effecting repurchase transactions only with creditworthy financial institutions

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whose condition will be continually monitored by the Adviser. The repurchase agreements entered into by the Funds will provide that the underlying collateral at all times shall have a value at least equal to 102% of the resale price stated in the agreement and consist only of securities permissible under
Section 101(47)(A)(i) of the Bankruptcy Code (the Adviser monitors compliance with this requirement). Under all repurchase agreements entered into by the Funds, the custodian or its agent must take possession of the underlying collateral. In the event of a default or bankruptcy by a selling financial institution, a Fund will seek to liquidate such collateral. However, the exercising of a Fund's right to liquidate such collateral could involve certain costs or delays and, to the extent that proceeds from any sale upon a default of the obligation to repurchase were less than the repurchase price, the Fund could suffer a loss. It is the current policy of the Funds not to invest in repurchase agreements that do not mature within seven days if any such investment, together with any other illiquid assets held by that Fund, amounts to more than 15% of the Fund's total assets. The investments of the Funds in repurchase agreements, at times, may be substantial when, in the view of the Adviser, liquidity or other considerations so warrant.

REVERSE REPURCHASE AGREEMENTS. The Funds may use reverse repurchase agreements as part of a Fund's investment strategy. Reverse repurchase agreements involve sales by a Fund of portfolio assets concurrently with an agreement by the Fund to repurchase the same assets at a later date at a fixed price. Generally, the effect of such a transaction is that the Fund can recover all or most of the cash invested in the portfolio securities involved during the term of the reverse repurchase agreement, while the Fund will be able to keep the interest income associated with those portfolio securities. Such transactions are advantageous only if the interest cost to the Fund of the reverse repurchase transaction is less than the cost of obtaining the cash otherwise. Opportunities to achieve this advantage may not always be available, and the Funds intend to use the reverse repurchase technique only when it will be advantageous to the Funds. Each Fund will establish a segregated account with the Trust's custodian bank in which the Fund will maintain cash or cash equivalents or other portfolio securities equal in value to the Fund's obligations in respect of reverse repurchase agreements. Reverse repurchase agreement are considered to be borrowings under the 1940 Act.

SECURITIES LENDING. The Funds may lend portfolio securities to brokers, dealers and other financial organizations that meet capital and other credit requirements or other criteria established by the Board. These loans, if and when made, may not exceed 33 1/3% of the total asset value of a Fund (including the loan collateral). The Funds will not lend portfolio securities to the Adviser or their affiliates unless permissible under the 1940 Act and the rules and promulgations thereunder. Loans of portfolio securities will be fully collateralized by cash, letters of credit or U.S. government securities, and the collateral will be maintained in an amount equal to at least 100% of the current market value of the loaned securities by marking to market daily. Any gain or loss in the market price of the securities loaned that might occur during the term of the loan would be for the account of the Funds. The Funds may pay a part of the interest earned from the investment of collateral, or other fee, to an unaffiliated third party for acting as the Funds' securities lending agent, but will bear all of any losses from the investment of collateral.

By lending its securities, a Fund may increase its income by receiving payments from the borrower that reflect the amount of any interest or any dividends payable on the loaned securities as well as by either investing cash collateral received from the borrower in short-term instruments or obtaining a fee from the borrower when U.S. government securities or letters of credit are used as collateral. Investing cash collateral subjects a Fund to market risk. A Fund remains obligated to return all collateral to the borrower under the terms of its securities lending arrangements, even if the value of investments made with the collateral decline. Accordingly, if the value of a security in which the cash collateral has been invested declines, the loss would be borne by a Fund, and a Fund may be required to liquidate other investments in order to return collateral to the borrower at the end of the loan. The Funds will adhere to the following conditions whenever its portfolio securities are loaned: (i) the Fund must receive at least 100% cash collateral or equivalent securities of the type discussed in the preceding paragraph from the borrower; (ii) the borrower must increase such collateral whenever the market value of the securities rises above the level of such collateral; (iii) the Fund must be able to terminate the loan on demand; (iv) the Fund must receive reasonable interest on the loan, as well as any dividends, interest or other distributions on the loaned securities and any increase in market value; (v) the Fund may pay only reasonable fees in connection with the loan (which fees may include fees payable to the lending agent, the borrower, the Fund's administrator and the custodian); and (vi) voting rights on the loaned securities may pass to the borrower, provided, however, that if a material

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event adversely affecting the investment occurs, the Fund must terminate the loan and regain the right to vote the securities. The Board has adopted procedures reasonably designed to ensure that the foregoing criteria will be met. Loan agreements involve certain risks in the event of default or insolvency of the borrower, including possible delays or restrictions upon a Fund's ability to recover the loaned securities or dispose of the collateral for the loan, which could give rise to loss because of adverse market action, expenses and/or delays in connection with the disposition of the underlying securities.

INVESTMENT OF SECURITIES LENDING COLLATERAL. The collateral received from a borrower as a result of a Fund's securities lending activities will be used to purchase both fixed-income securities and other securities with debt-like characteristics that are rated A1 or P1 on a fixed rate or floating rate basis, including: bank obligations; commercial paper; investment agreements, funding agreements, or guaranteed investment contracts entered into with, or guaranteed by an insurance company; loan participations; master notes; medium term notes; repurchase agreements; and U.S. government securities. Except for the investment agreements, funding agreements or guaranteed investment contracts guaranteed by an insurance company, master notes, and medium term notes (which are described below), these types of investments are described elsewhere in the SAI. Collateral may also be invested in a money market mutual fund or short-term collective investment trust.

Investment agreements, funding agreements, or guaranteed investment contracts entered into with, or guaranteed by an insurance company are agreements where an insurance company either provides for the investment of the Fund's assets or provides for a minimum guaranteed rate of return to the investor.

Master notes are promissory notes issued usually with large, creditworthy broker-dealers on either a fixed rate or floating rate basis. Master notes may or may not be collateralized by underlying securities. If the master note is issued by an unrated subsidiary of a broker-dealer, then an unconditional guarantee is provided by the issuer's parent.

Medium term notes are unsecured, continuously offered corporate debt obligations. Although medium term notes may be offered with a maturity from one to ten years, in the context of securities lending collateral, the maturity of the medium term note will not generally exceed two years.

ILLIQUID SECURITIES. Illiquid securities are securities that cannot be sold or disposed of in the ordinary course of business (within seven days) at approximately the prices at which they are valued. Because of their illiquid nature, illiquid securities must be priced at fair value as determined in good faith pursuant to procedures approved by the Board. Despite such good faith efforts to determine fair value prices, a Fund's illiquid securities are subject to the risk that the security's fair value price may differ from the actual price which the Fund may ultimately realize upon their sale or disposition. Difficulty in selling illiquid securities may result in a loss or may be costly to the Fund. Under the supervision of the Board, the Adviser determines the liquidity of the Funds' investments. In determining the liquidity of the Funds' investments, the Adviser may consider various factors, including (1) the frequency and volume of trades and quotations, (2) the number of dealers and prospective purchasers in the marketplace, (3) dealer undertakings to make a market, and (4) the nature of the security and the market in which it trades (including any demand, put or tender features, the mechanics and other requirements for transfer, any letters of credit or other credit enhancement features, any ratings, the number of holders, the method of soliciting offers, the time required to dispose of the security, and the ability to assign or offset the rights and obligations of the security). A Fund will not purchase an investment if, as a result, more than 15% of the value of the Fund's net assets would be invested in illiquid securities.

RESTRICTED SECURITIES. Restricted securities are securities that may not be sold freely to the public absent registration under the U.S. Securities Act of 1933, as amended (the "1933 Act") or an exemption from registration. As consistent with each Fund's investment objectives, the Funds may invest in
Section 4(2) commercial paper. Section 4(2) commercial paper is issued in reliance on an exemption from registration under Section 4(2) of the Act and is generally sold to institutional investors who purchase for investment. Any resale of such commercial paper must be in an exempt transaction, usually to an institutional investor through the issuer or investment dealers who make a market in such commercial paper. The Trust believes that Section 4(2) commercial paper is liquid to the extent it meets the criteria

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established by the Board. The Trust intends to treat such commercial paper as liquid and not subject to the investment limitations applicable to illiquid securities or restricted securities.

Any such restricted securities will be considered to be illiquid for purposes of a Fund's limitations on investments in illiquid securities unless, pursuant to procedures adopted by the Board, the Adviser has determined such securities to be liquid because such securities are eligible for resale pursuant to Rule 144A and are readily saleable. To the extent that qualified institutional buyers may become uninterested in purchasing Rule 144A securities, the Fund's level of illiquidity may increase.

The Adviser will monitor the liquidity of restricted securities in the portion of a Fund it manages. In reaching liquidity decisions, the following factors are considered: (A) the unregistered nature of the security; (B) the frequency of trades and quotes for the security; (C) the number of dealers wishing to purchase or sell the security and the number of other potential purchasers; (D) dealer undertakings to make a market in the security; and (E) the nature of the security and the nature of the marketplace trades (e.g., the time needed to dispose of the security, the method of soliciting offers and the mechanics of the transfer).

SHORT SALES. The Funds may engage in short sales that are either "uncovered" or "against the box." A short sale is "against the box" if at all times during which the short position is open, the Fund owns at least an equal amount of the securities or securities convertible into, or exchangeable without further consideration for, securities of the same issue as the securities that are sold short. A short sale against the box is a taxable transaction to the Funds with respect to the securities that are sold short.

Uncovered short sales are transactions under which a Fund sells a security it does not own. To complete such a transaction, the Fund must borrow the security to make delivery to the buyer. The Fund then is obligated to replace the security borrowed by purchasing the security at the market price at the time of the replacement. The price at such time may be more or less than the price at which the security was sold by the Fund. Until the security is replaced, the Fund is required to pay the lender amounts equal to any dividends or interest that accrue during the period of the loan. To borrow the security, the Fund also may be required to pay a premium, which would increase the cost of the security sold. The proceeds of the short sale will be retained by the broker, to the extent necessary to meet margin requirements, until the short position is closed out.

Until the Fund closes its short position or replaces the borrowed security, the Fund may: (a) segregate cash or liquid securities at such a level that the amount segregated plus the amount deposited with the broker as collateral will equal the current value of the security sold short or (b) otherwise cover the Fund's short position.

WHEN ISSUED, DELAYED -- DELIVERY AND FORWARD TRANSACTIONS. A when-issued security is one whose terms are available and for which a market exists, but which have not been issued. In a forward delivery transaction, a Fund contracts to purchase securities for a fixed price at a future date beyond customary settlement time. "Delayed delivery" refers to securities transactions on the secondary market where settlement occurs in the future. In each of these transactions, the parties fix the payment obligation and the interest rate that they will receive on the securities at the time the parties enter the commitment; however, they do not pay money or deliver securities until a later date. Typically, no income accrues on securities a Fund has committed to purchase before the securities are delivered, although the Fund may earn income on securities it has in a segregated account to cover its position. A Fund will only enter into these types of transactions with the intention of actually acquiring the securities, but may sell them before the settlement date.

A Fund uses when-issued, delayed-delivery and forward delivery transactions to secure what it considers an advantageous price and yield at the time of purchase. When a Fund engages in when-issued, delayed-delivery or forward delivery transactions, it relies on the other party to consummate the sale. If the other party fails to complete the sale, a Fund may miss the opportunity to obtain the security at a favorable price or yield.

When purchasing a security on a when-issued, delayed delivery, or forward delivery basis, a Fund assumes the rights and

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risks of ownership of the security, including the risk of price and yield changes. At the time of settlement, the market value of the security may be more or less than the purchase price. The yield available in the market when the delivery takes place also may be higher than those obtained in the transaction itself. Because the Fund does not pay for the security until the delivery date, these risks are in addition to the risks associated with its other investments.

A Fund will segregate cash or liquid securities equal in value to commitments for the when-issued, delayed delivery or forward delivery transactions. A Fund will segregate additional liquid assets daily so that the value of such assets is equal to the amount of the commitments. Such Fund's liquidity and the ability of the Adviser to manage it might be affected in the event its commitments to purchase "when-issued" securities ever exceed 25% of the value of its total assets. Under normal market conditions, however, a Fund's commitment to purchase "when-issued" or "delayed-delivery" securities will not exceed 25% of the value of its total assets.

DERIVATIVES. Derivatives are financial instruments whose value is based on an underlying asset, such as a stock or a bond, an underlying economic factor, such as an interest rate or a market benchmark, such as an index. A Fund can use derivatives to gain exposure to various markets in a cost efficient manner, to reduce transaction costs, alter duration or to remain fully invested. A Fund may also invest in derivatives to protect it from broad fluctuations in market prices, interest rates or foreign currency exchange rates. Investing in derivatives for these purposes is known as "hedging." When hedging is successful, a Fund will have offset any depreciation in the value of its Fund securities by the appreciation in the value of the derivative position. Although techniques other than the sale and purchase of derivatives could be used to control the exposure of a Fund to market fluctuations, the use of derivatives may be a more effective means of hedging this exposure. To the extent that a Fund engages in hedging, there can be no assurance that any hedge will be effective or that there will be a hedge in place at any given time.

Because many derivatives have a leverage or borrowing component, adverse changes in the value or level of the underlying asset, reference rate, or index can result in a loss substantially greater than the amount invested in the derivative itself. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. Accordingly, certain derivative transactions may be considered to constitute borrowing transactions for purposes of the 1940 Act. Such a derivative transaction will not be considered to constitute the issuance of a "senior security" by a Fund, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by the Fund, if the Fund covers the transaction or segregates sufficient liquid assets (or such assets are "earmarked" on the Fund's books) in accordance with the requirements and interpretations of the SEC and its staff.

As a result of recent amendments to rules under the Commodity Exchange Act ("CEA") by the Commodity Futures Trading Commission ("CFTC"), a Fund must either operate within certain guidelines and restrictions with respect to the Fund's use of futures, options on such futures, commodity options and certain swaps, or the Adviser will be subject to registration with the CFTC as a "commodity pool operator" ("CPO").

Consistent with the CFTC's new regulations, the Trust, on behalf of the Funds, has filed a notice of exclusion from the definition of the term CPO under the CEA pursuant to CFTC Rule 4.5 and, therefore, the Funds are not subject to registration or regulation as CPOs under the CEA. As a result, the Funds will be limited in their ability to use futures, options on such futures, commodity options and certain swaps.

TYPES OF DERIVATIVES:

FUTURES. A futures contract is an agreement between two parties whereby one party sells and the other party agrees to buy a specified amount of a financial instrument at an agreed upon price and time. The financial instrument underlying the contract may be a stock, stock index, bond, bond index, interest rate, foreign exchange rate or other similar instrument. Agreeing to buy the underlying financial instrument is called buying a futures contract or taking a long position in the contract. Likewise, agreeing to sell the underlying financial instrument is called selling a futures contract or taking a short position in the contract.

Futures contracts are traded in the United States on commodity exchanges or boards of trade -- known as "contract

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markets" -- approved for such trading and regulated by the CFTC. These contract markets standardize the terms, including the maturity date and underlying financial instrument, of all futures contracts.

Unlike other securities, the parties to a futures contract do not have to pay for or deliver the underlying financial instrument until some future date (the delivery date). Contract markets require both the purchaser and seller to deposit "initial margin" with a futures broker, known as a futures commission merchant or custodian bank, when they enter into the contract. Initial margin deposits are typically equal to a percentage of the contract's value. After they open a futures contract, the parties to the transaction must compare the purchase price of the contract to its daily market value. If the value of the futures contract changes in such a way that a party's position declines, that party must make additional "variation margin" payments so that the margin payment is adequate. On the other hand, the value of the contract may change in such a way that there is excess margin on deposit, possibly entitling the party that has a gain to receive all or a portion of this amount. This process is known as "marking to the market."

Although the actual terms of a futures contract call for the actual delivery of and payment for the underlying security, in many cases the parties may close the contract early by taking an opposite position in an identical contract. If the sale price upon closing out the contract is less than the original purchase price, the person closing out the contract will realize a loss. If the sale price upon closing out the contract is more than the original purchase price, the person closing out the contract will realize a gain. If the purchase price upon closing out the contract is more than the original sale price, the person closing out the contract will realize a loss. If the purchase price upon closing out the contract is less than the original sale price, the person closing out the contract will realize a gain.

A Fund may incur commission expenses when it opens or closes a futures position.

OPTIONS - An option is a contract between two parties for the purchase and sale of a financial instrument for a specified price (known as the "strike price" or "exercise price") at any time during the option period. Unlike a futures contract, an option grants a right (not an obligation) to buy or sell a financial instrument. Generally, a seller of an option can grant a buyer two kinds of rights: a "call" (the right to buy the security) or a "put" (the right to sell the security). Options have various types of underlying instruments, including specific securities, indices of securities prices, foreign currencies, interest rates and futures contracts. Options may be traded on an exchange (exchange-traded-options) or may be customized agreements between the parties (over-the-counter or "OTC" options). Like futures, a financial intermediary, known as a clearing corporation, financially backs exchange-traded options. However, OTC options have no such intermediary and are subject to the risk that the counterparty will not fulfill its obligations under the contract.

o PURCHASING PUT AND CALL OPTIONS

When a Fund purchases a put option, it buys the right to sell the instrument underlying the option at a fixed strike price. In return for this right, the Fund pays the current market price for the option (known as the "option premium"). The Fund may purchase put options to offset or hedge against a decline in the market value of its securities ("protective puts") or to benefit from a decline in the price of securities that it does not own. The Fund would ordinarily realize a gain if, during the option period, the value of the underlying securities decreased below the exercise price sufficiently to cover the premium and transaction costs. However, if the price of the underlying instrument does not fall enough to offset the cost of purchasing the option, a put buyer would lose the premium and related transaction costs.

Call options are similar to put options, except that the Fund obtains the right to purchase, rather than sell, the underlying instrument at the option's strike price. The Fund would normally purchase call options in anticipation of an increase in the market value of securities it owns or wants to buy. The Fund would ordinarily realize a gain if, during the option period, the value of the underlying instrument exceeded the exercise price plus the premium paid and related transaction costs. Otherwise, the Fund would realize either no gain or a loss on the purchase of the call option.

The purchaser of an option may terminate its position by:

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o Allowing it to expire and losing its entire premium;

o Exercising the option and either selling (in the case of a put option) or buying (in the case of a call option) the underlying instrument at the strike price; or

o Closing it out in the secondary market at its current price.

o SELLING (WRITING) PUT AND CALL OPTIONS

When a Fund writes a call option it assumes an obligation to sell specified securities to the holder of the option at a specified price if the option is exercised at any time before the expiration date. Similarly, when the Fund writes a put option it assumes an obligation to purchase specified securities from the option holder at a specified price if the option is exercised at any time before the expiration date. The Fund may terminate its position in an exchange-traded put option before exercise by buying an option identical to the one it has written. Similarly, it may cancel an OTC option by entering into an offsetting transaction with the counterparty to the option.

A Fund could try to hedge against an increase in the value of securities it would like to acquire by writing a put option on those securities. If security prices rise, the Fund would expect the put option to expire and the premium it received to offset the increase in the security's value. If security prices remain the same over time, the Fund would hope to profit by closing out the put option at a lower price. If security prices fall, the Fund may lose an amount of money equal to the difference between the value of the security and the premium it received. Writing covered put options may deprive the Fund of the opportunity to profit from a decrease in the market price of the securities it would like to acquire.

The characteristics of writing call options are similar to those of writing put options, except that call writers expect to profit if prices remain the same or fall. A Fund could try to hedge against a decline in the value of securities it already owns by writing a call option. If the price of that security falls as expected, the Fund would expect the option to expire and the premium it received to offset the decline of the security's value. However, the Fund must be prepared to deliver the underlying instrument in return for the strike price, which may deprive it of the opportunity to profit from an increase in the market price of the securities it holds.

The Funds are permitted only to write covered options. At the time of selling the call option, a Fund may cover the option by owning, among other things:

o The underlying security (or securities convertible into the underlying security without additional consideration), index, interest rate, foreign currency or futures contract;

o A call option on the same security or index with the same or lesser exercise price;

o A call option on the same security or index with a greater exercise price and segregating cash or liquid securities in an amount equal to the difference between the exercise prices;

o Cash or liquid securities equal to at least the market value of the optioned securities, interest rate, foreign currency or futures contract; or

o In the case of an index, the portfolio of securities that corresponds to the index.

At the time of selling a put option, the Fund may cover the put option by, among other things:

o Entering into a short position in the underlying security;

o Purchasing a put option on the same security, index, interest rate, foreign currency or futures contract with the same or greater exercise price;

o Purchasing a put option on the same security, index, interest rate, foreign currency or futures contract with a lesser exercise price and segregating cash or liquid securities in an amount equal to the difference between the exercise prices; or

o Maintaining the entire exercise price in liquid securities.

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o OPTIONS ON SECURITIES INDICES

Options on securities indices are similar to options on securities, except that the exercise of securities index options requires cash settlement payments and does not involve the actual purchase or sale of securities. In addition, securities index options are designed to reflect price fluctuations in a group of securities or segment of the securities market rather than price fluctuations in a single security.

o OPTIONS ON FUTURES

An option on a futures contract provides the holder with the right to buy a futures contract (in the case of a call option) or sell a futures contract (in the case of a put option) at a fixed time and price. Upon exercise of the option by the holder, the contract market clearing house establishes a corresponding short position for the writer of the option (in the case of a call option) or a corresponding long position (in the case of a put option). If the option is exercised, the parties will be subject to the futures contracts. In addition, the writer of an option on a futures contract is subject to initial and variation margin requirements on the option position. Options on futures contracts are traded on the same contract market as the underlying futures contract.

The buyer or seller of an option on a futures contract may terminate the option early by purchasing or selling an option of the same series (I.E., the same exercise price and expiration date) as the option previously purchased or sold. The difference between the premiums paid and received represents the trader's profit or loss on the transaction.

A Fund may purchase put and call options on futures contracts instead of selling or buying futures contracts. The Fund may buy a put option on a futures contract for the same reasons it would sell a futures contract. It also may purchase such put options in order to hedge a long position in the underlying futures contract. The Fund may buy call options on futures contracts for the same purpose as the actual purchase of the futures contracts, such as in anticipation of favorable market conditions.

The Fund may write a call option on a futures contract to hedge against a decline in the prices of the instrument underlying the futures contracts. If the price of the futures contract at expiration were below the exercise price, the Fund would retain the option premium, which would offset, in part, any decline in the value of its portfolio securities.

The writing of a put option on a futures contract is similar to the purchase of the futures contracts, except that, if the market price declines, the Fund would pay more than the market price for the underlying instrument. The premium received on the sale of the put option, less any transaction costs, would reduce the net cost to the Fund.

o COMBINED POSITIONS

A Fund may purchase and write options in combination with each other, or in combination with futures or forward

contracts, to adjust the risk and return characteristics of the overall position. For example, the Fund could construct a combined position whose risk and return characteristics are similar to selling a futures contract by purchasing a put option and writing a call option on the same underlying instrument. Alternatively, the Fund could write a call option at one strike price and buy a call option at a lower price to reduce the risk of the written call option in the event of a substantial price increase. Because combined options positions involve multiple trades, they result in higher transaction costs and may be more difficult to open and close out.

RISKS OF DERIVATIVES:

While transactions in derivatives may reduce certain risks, these transactions themselves entail certain other risks. For example, unanticipated changes in interest rates, securities prices or currency exchange rates may result in a poorer overall performance of the Fund than if it had not entered into any derivatives transactions. Derivatives may magnify a Fund's gains or losses, causing it to make or lose substantially more than it invested.

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When used for hedging purposes, increases in the value of the securities a Fund holds or intends to acquire should offset any losses incurred with a derivative. Purchasing derivatives for purposes other than hedging could expose the Funds to greater risks.

CORRELATION OF PRICES - A Fund's ability to hedge its securities through derivatives depends on the degree to which price movements in the underlying index or instrument correlate with price movements in the relevant securities. In the case of poor correlation, the price of the securities a Fund is hedging may not move in the same amount, or even in the same direction as the hedging instrument. The Adviser will try to minimize this risk by investing only in those contracts whose behavior it expects to resemble the portfolio securities it is trying to hedge. However, if a Fund's prediction of interest and currency rates, market value, volatility or other economic factors is incorrect, the Fund may lose money, or may not make as much money as it expected.

Derivative prices can diverge from the prices of their underlying instruments, even if the characteristics of the underlying instruments are very similar to the derivative. Listed below are some of the factors that may cause such a divergence:

o current and anticipated short-term interest rates, changes in volatility of the underlying instrument, and the time remaining until expiration of the contract;

o a difference between the derivatives and securities markets, including different levels of demand, how the instruments are traded, the imposition of daily price fluctuation limits or trading of an instrument stops; and

o differences between the derivatives, such as different margin requirements, different liquidity of such markets and the participation of speculators in such markets.

Derivatives based upon a narrower index of securities, such as those of a particular industry group, may present greater risk than derivatives based on a broad market index. Since narrower indices are made up of a smaller number of securities, they are more susceptible to rapid and extreme price fluctuations because of changes in the value of those securities.

While currency futures and options values are expected to correlate with exchange rates, they may not reflect other factors that affect the value of the investments of a Fund. A currency hedge, for example, should protect a yen-denominated security from a decline in the yen, but will not protect the Fund against a price decline resulting from deterioration in the issuer's creditworthiness. Because the value of the Funds' foreign-denominated investments changes in response to many factors other than exchange rates, it may not be possible to match the amount of currency options and futures to the value of the Funds' investments precisely over time.

LACK OF LIQUIDITY - Before a futures contract or option is exercised or expires, a Fund can terminate it only by entering into a closing purchase or sale transaction. Moreover, a Fund may close out a futures contract only on the exchange the contract was initially traded. If there is no secondary market for the contract, or the market is illiquid, a Fund may not be able to close out its position. In an illiquid market, a Fund may:

o have to sell securities to meet its daily margin requirements at a time when it is disadvantageous to do so;

o have to purchase or sell the instrument underlying the contract;

o not be able to hedge its investments; and

o not be able to realize profits or limit its losses.

Derivatives may become illiquid (I.E., difficult to sell at a desired time and price) under a variety of market conditions. For example:

o an exchange may suspend or limit trading in a particular derivative instrument, an entire category of derivatives or all derivatives, which sometimes occurs because of increased market volatility;

o unusual or unforeseen circumstances may interrupt normal operations of an exchange;

o the facilities of the exchange may not be adequate to handle current trading volume;

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o equipment failures, government intervention, insolvency of a brokerage firm or clearing house or other occurrences may disrupt normal trading activity; or

o investors may lose interest in a particular derivative or category of derivatives.

MANAGEMENT RISK - If the Adviser incorrectly predicts stock market and interest rate trends, the Funds may lose money by investing in derivatives. For example, if a Fund were to write a call option based on the Adviser's expectation that the price of the underlying security would fall, but the price were to rise instead, the Fund could be required to sell the security upon exercise at a price below the current market price. Similarly, if a Fund were to write a put option based on the Adviser's expectation that the price of the underlying security would rise, but the price were to fall instead, the Fund could be required to purchase the security upon exercise at a price higher than the current market price.

PRICING RISK - At times, market conditions might make it hard to value some investments. For example, if a Fund has valued its securities too highly, you may end up paying too much for Fund shares when you buy into the Fund. If a Fund underestimates its price, you may not receive the full market value for your Fund shares when you sell.

MARGIN - Because of the low margin deposits required upon the opening of a derivative position, such transactions involve an extremely high degree of leverage. Consequently, a relatively small price movement in a derivative may result in an immediate and substantial loss (as well as gain) to a Fund and it may lose more than it originally invested in the derivative.

If the price of a futures contract changes adversely, a Fund may have to sell securities at a time when it is disadvantageous to do so to meet its minimum daily margin requirement. The Fund may lose its margin deposits if a broker with whom it has an open futures contract or related option becomes insolvent or declares bankruptcy.

VOLATILITY AND LEVERAGE - The prices of derivatives are volatile (I.E., they may change rapidly, substantially and unpredictably) and are influenced by a variety of factors, including:

o actual and anticipated changes in interest rates;

o fiscal and monetary policies; and

o national and international political events.

Most exchanges limit the amount by which the price of a derivative can change during a single trading day. Daily trading limits establish the maximum amount that the price of a derivative may vary from the settlement price of that derivative at the end of trading on the previous day. Once the price of a derivative reaches this value, a Fund may not trade that derivative at a price beyond that limit. The daily limit governs only price movements during a given day and does not limit potential gains or losses. Derivative prices have occasionally moved to the daily limit for several consecutive trading days, preventing prompt liquidation of the derivative.

INVESTMENT LIMITATIONS

FUNDAMENTAL POLICIES

The following investment limitations are fundamental, which means that the Funds cannot change them without approval by the vote of a majority of the outstanding shares of the Funds. The phrase "majority of the outstanding shares" means the vote of (i) 67% or more of a Fund's shares present at a meeting, if more than 50% of the outstanding shares of the Fund are present or represented by proxy, or (ii) more than 50% of a Fund's outstanding shares, whichever is less.

Each Fund may not:

1. Purchase securities of an issuer that would cause the Fund to fail to satisfy the diversification requirement for a diversified management company under the 1940 Act, the rules or regulations thereunder or any exemption

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therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.

2. Concentrate investments in a particular industry or group of industries, as concentration is defined under the 1940 Act, the rules and regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.

3. Borrow money or issue senior securities (as defined under the 1940 Act), except to the extent permitted under the 1940 Act, the rules and regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.

4. Make loans, except to the extent permitted under the 1940 Act, the rules and regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.

5. Purchase or sell commodities or real estate, except to the extent permitted under the 1940 Act, the rules and regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.

6. Underwrite securities issued by other persons, except to the extent permitted under the 1940 Act, the rules and regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.

NON-FUNDAMENTAL POLICIES

In addition to each Fund's investment objective, the following investment limitations of each Fund are non-fundamental and may be changed by the Board without shareholder approval.

Each Fund may not:

1. Purchase securities of any issuer (except securities of other investment companies, securities issued or guaranteed by the U.S. government, its agencies or instrumentalities and repurchase agreements involving such securities) if, as a result, more than 5% of the total assets of the Fund would be invested in the securities of such issuer; or (ii) acquire more than 10% of the outstanding voting securities of any one issuer. This restriction applies to 75% of the Fund's total assets.

2. Purchase any securities which would cause 25% or more of the total assets of the Fund to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that this limitation does not apply to investments in obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities and repurchase agreements involving such securities. For purposes of this limitation, (i) utility companies will be classified according to their services, for example, gas distribution, gas transmission, electric and telephone will each be considered a separate industry; and (ii) financial service companies will be classified according to the end users of their services, for example, automobile finance, bank finance and diversified finance will each be considered a separate industry.

3. Borrow money from a bank in an amount exceeding 33 1/3% of the value of its total assets, provided that, for purposes of this limitation, investment strategies that either obligate the Fund to purchase securities or require the Fund to segregate assets are not considered to be borrowing.

4. Make loans if, as a result, more than 33 1/3% of its total assets would be lent to other parties, except that the Fund may: (i) purchase or hold debt instruments in accordance with its investment objective and policies; (ii) enter into repurchase agreements; and (iii) engage in securities lending as described in the SAI.

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5. Purchase or sell real estate, real estate limited partnership interests, physical commodities or commodities contracts based on physical commodities except that the Fund may purchase marketable securities issued by companies which own or invest in real estate (including REITs), marketable securities issued by companies which own or invest in physical commodities or commodities contracts based on physical commodities.

6. Purchase an investment if, as a result, more than 15% of the value of the Fund's net assets would be invested in illiquid securities.

Except with respect to Fund policies concerning borrowing and illiquid securities, if a percentage restriction is adhered to at the time of an investment, a later increase or decrease in percentage resulting from changes in values or assets will not constitute a violation of such restriction. With respect to the limitation on illiquid securities, in the event that a subsequent change in net assets or other circumstances causes a Fund to exceed its limitation, the Fund will take steps to bring the aggregate amount of illiquid instruments back within the limitations as soon as reasonably practicable. With respect to the limitation on borrowing, in the event that a subsequent change in net assets or other circumstances cause a Fund to exceed its limitation, the Fund will take steps to bring the aggregate amount of borrowing back within the limitations within three days thereafter (not including Sundays and holidays).

The following descriptions of certain provisions of the 1940 Act may assist investors in understanding the above policies and restrictions:

DIVERSIFICATION. Under the 1940 Act, a diversified investment management company, as to 75% of its total assets, may not purchase securities of any issuer (other than securities issued or guaranteed by the U.S. Government, its agents or instrumentalities or securities of other investment companies) if, as a result, more than 5% of its total assets would be invested in the securities of such issuer, or more than 10% of the issuer's outstanding voting securities would be held by the fund.

CONCENTRATION. The SEC has defined concentration as investing 25% or more of an investment company's net assets in an industry or group of industries, with certain exceptions. For purposes of the Fund's concentration policy, each Fund may classify and re-classify companies in a particular industry and define and re-define industries in any reasonable manner.

BORROWING. The 1940 Act presently allows a fund to borrow from any bank (including pledging, mortgaging or hypothecating assets) in an amount up to 33 1/3% of its total assets (not including the amount borrowed) and to borrow for temporary purposes in an amount not exceeding 5% of the value of its total assets.

SENIOR SECURITIES. Senior securities may include any obligation or instrument issued by a fund evidencing indebtedness. The 1940 Act generally prohibits funds from issuing senior securities, although it does not treat certain transactions as senior securities, such as certain borrowings, short sales, reverse repurchase agreements, firm commitment agreements and standby commitments, with appropriate earmarking or segregation of assets to cover such obligation.

LENDING. Under the 1940 Act, a fund may only make loans if expressly permitted by its investment policies.

UNDERWRITING. Under the 1940 Act, underwriting securities involves a fund purchasing securities directly from an issuer for the purpose of selling (distributing) them or participating in any such activity either directly or indirectly. Under the 1940 Act, a diversified fund may not make any commitment as underwriter, if immediately thereafter the amount of its outstanding underwriting commitments, plus the value of its investments in securities of issuers (other than investment companies) of which it owns more than 10% of the outstanding voting securities, exceeds 25% of the value of its total assets.

REAL ESTATE. The 1940 Act does not directly restrict an investment company's ability to invest in real estate, but does require that every investment company have a fundamental investment policy governing such investments.

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COMMODITIES. The 1940 Act does not directly restrict an investment company's ability to invest in commodities, but does require that every investment company have a fundamental investment policy governing such investments.

THE ADVISER

GENERAL. NorthPointe Capital, LLC (the "Adviser"), a Delaware limited liability company located at 101 West Big Beaver Road, Suite 745, Troy, Michigan, is a professional investment management firm registered with the SEC under the Investment Advisers Act of 1940. The Adviser was organized in 1999 as a domestic equity money management firm dedicated to serving the investment needs of institutions, high-net worth individuals and mutual funds and is a wholly owned subsidiary of NorthPointe Holdings, LLC. As of January 31, 2014, the Adviser had approximately $1.1 billion in assets under management.

ADVISORY AGREEMENT WITH THE TRUST. The Trust and the Adviser have entered into an investment advisory agreement dated February 19, 2014 (the "Advisory Agreement") with respect to the Funds. Under the Advisory Agreement, the Adviser serves as the investment adviser and makes investment decisions for each Fund and continuously reviews, supervises and administers the investment program of each Fund, subject to the supervision of, and policies established by, the Trustees of the Trust. The Advisory Agreement provides that the Adviser shall not be protected against any liability to the Trust or its shareholders by reason of misfeasance or negligence generally in the performance of its duties hereunder or its negligent disregard of its obligation and duties under this Advisory Agreement.

After the initial two-year term, the continuance of the Advisory Agreement must be specifically approved at least annually: (i) by the vote of the Trustees or by a vote of the majority of the shareholders of the Funds; and (ii) by the vote of a majority of the Trustees who are not parties to the Advisory Agreement or "interested persons" or of any party thereto, cast in person at a meeting called for the purpose of voting on such approval. The Advisory Agreement will terminate automatically in the event of its assignment, and is terminable at any time without penalty by the Trustees of the Trust or, with respect to the Funds, by a majority of the outstanding shares of the Funds, on not less than 30 days' nor more than 60 days' written notice to the Adviser, or by the Adviser on 90 days' written notice to the Trust. As used in the Advisory Agreement, the terms "majority of the outstanding voting securities," "interested persons" and "assignment" have the same meaning as such terms in the 1940 Act.

ADVISORY FEES PAID TO THE ADVISER. For its services under the Advisory Agreement, the Adviser is entitled to a fee, which is calculated daily and paid monthly, at the following annual rates based on the average daily net assets of each Fund:

--------------------------------------------------------------------------------
FUND                                             ADVISORY FEE RATE
--------------------------------------------------------------------------------
NorthPointe Micro Cap Equity Fund                     1.00%
--------------------------------------------------------------------------------
NorthPointe Small Cap Growth Fund                     0.75%
--------------------------------------------------------------------------------
NorthPointe Small Cap Value Fund                      0.75%
--------------------------------------------------------------------------------
NorthPointe Large Cap Value Fund                      0.50%
--------------------------------------------------------------------------------

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--------------------------------------------------------------------------------
FUND                                        CONTRACTUAL         CONTRACTUAL
                                            EXPENSE             EXPENSE
                                            LIMITATION          LIMITATION
                                            (INSTITUTIONAL      (INVESTOR
                                            SHARES)             SHARES)
--------------------------------------------------------------------------------
NorthPointe Micro Cap Equity Fund              1.45%               1.70%
--------------------------------------------------------------------------------
NorthPointe Small Cap Growth Fund              1.25%               1.50%
--------------------------------------------------------------------------------
NorthPointe Small Cap Value Fund               1.25%               1.50%
--------------------------------------------------------------------------------
NorthPointe Large Cap Value Fund               0.90%               1.15%
--------------------------------------------------------------------------------

If at any point total annual Fund operating expenses (not including excluded expenses) are below the Contractual Expense Limitation, the Adviser may receive from the Fund the difference between the total annual Fund operating expenses (not including excluded expenses) and the Contractual Expense Limitation set forth above to recover all or a portion of its prior fee reductions or expense reimbursements made during the preceding three-year period during which this agreement was in place.

THE PORTFOLIO MANAGERS

This section includes information about the Funds' portfolio managers, including information about other accounts they manage, the dollar range of Fund shares they own and how they are compensated.

COMPENSATION. NorthPointe's employees are compensated with a three pronged program designed to attract as well as retain key talent, and to focus employees on growth of the firm rather than individual goals.

The program starts with an aggressive equity program. All senior investment professionals own equity in the firm and may purchase or be granted additional equity interests from time to time. Grants vest over three years, which ensures that investment professionals focus on the longer term success of the firm.

Cash compensation consists of competitive base salaries and subjective bonuses based upon the overall profitability of the firm as well as success of the teams and the coordination between the teams.

FUND SHARES OWNED BY PORTFOLIO MANAGERS. The Funds are required to show the dollar amount range of each portfolio manager's "beneficial ownership" of shares of the Funds as of the end of the most recently completed fiscal year. Dollar amount ranges disclosed are established by the SEC. "Beneficial ownership" is determined in accordance with Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 (the "1934 Act"). Because the Funds have not commenced operations, as of the date of this SAI, none of the portfolio managers beneficially own shares of the Funds.

OTHER ACCOUNTS. In addition to the Funds, certain portfolio managers are responsible for the day-to-day management of certain other accounts, as listed below. The information below is provided as of January 31, 2014.

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                        REGISTERED INVESTMENT                 OTHER POOLED
                             COMPANIES                     INVESTMENT VEHICLES              OTHER ACCOUNTS
------------------------------------------------------------------------------------------------------------------------------------
                        NUMBER OF      TOTAL ASSETS       NUMBER OF  TOTAL ASSETS   NUMBER OF   TOTAL ASSETS
NAME                    ACCOUNTS       (IN MILLIONS)      ACCOUNTS   (IN MILLIONS)  ACCOUNTS    (IN MILLIONS)
------------------------------------------------------------------------------------------------------------------------------------
Peter J. Cahill           0                  $0             2         $41.604          19          $599.907
------------------------------------------------------------------------------------------------------------------------------------
Mary C. Champagne         0                  $0             2         $41.604          10          $340.547
------------------------------------------------------------------------------------------------------------------------------------
Karl Knas                 1             $80.531             1         $38.821           6(1)       $295.676(1)
------------------------------------------------------------------------------------------------------------------------------------
Jeffrey C. Petherick      0                  $0             3         $43.049          11          $349.343
------------------------------------------------------------------------------------------------------------------------------------
Carl P. Wilk              1             $80.531             1         $38.821          10(1)       $422.110(1)
------------------------------------------------------------------------------------------------------------------------------------

(1) Includes one account with assets under management of $43.084 million that is subject to a performance-based advisory fee.

CONFLICTS OF INTERESTS. It is possible that conflicts of interest may arise in connection with the portfolio manager's management of a Fund on the one hand and other accounts for which the portfolio manager is responsible on the other. For example, a portfolio manager may have conflicts of interest in allocating management time, resources, and investment opportunities among a Fund and other accounts he advises. In addition, due to differences in the investment strategies or restrictions between a Fund and the other accounts, the portfolio manager may take action with respect to another account that differs from the action taken with respect to a Fund. Whenever conflicts of interest arise, the portfolio manager will endeavor to exercise his discretion in a manner that he believes is equitable to all interested persons. The Adviser has adopted policies that are designed to eliminate or minimize conflicts of interest, although there is no guarantee that procedures adopted under such policies will detect each and every situation in which a conflict arises.

THE ADMINISTRATOR

GENERAL. SEI Investments Global Funds Services (the "Administrator"), a Delaware statutory trust, has its principal business offices at One Freedom Valley Drive, Oaks, Pennsylvania 19456. SEI Investments Management Corporation ("SIMC"), a wholly owned subsidiary of SEI Investments Company ("SEI Investments"), is the owner of all beneficial interest in the Administrator. SEI Investments and its subsidiaries and affiliates, including the Administrator, are leading providers of funds evaluation services, trust accounting systems, and brokerage and information services to financial institutions, institutional investors, and money managers. The Administrator and its affiliates also serve as administrator or sub-administrator to other mutual funds.

ADMINISTRATION AGREEMENT WITH THE TRUST. The Trust and the Administrator have entered into an administration agreement dated February 12, 2014 (the "Administration Agreement"). Under the Administration Agreement, the Administrator provides the Trust with administrative services, including regulatory reporting and all necessary office space, equipment, personnel and facilities.

The Administration Agreement provides that the Administrator shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which the Administration Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Administrator in the performance of its duties or from reckless disregard by it of its duties and obligations thereunder.

ADMINISTRATION FEES PAID TO THE ADMINISTRATOR. For its services under the Administration Agreement, the Administrator is entitled to a fee, which is detailed below in the following schedule:

--------------------------------------------------------------------------------
FEE (AS A PERCENTAGE OF AGGREGATE
AVERAGE ANNUAL ASSETS)                         FUND'S AVERAGE DAILY NET ASSETS
--------------------------------------------------------------------------------
0.12%                                          First $500 million
--------------------------------------------------------------------------------
0.10%                                          $500 million - $1 billion
--------------------------------------------------------------------------------
0.08%                                          Over $1 billion
--------------------------------------------------------------------------------

The foregoing fees are subject to a minimum annual fee of $110,000 for each Fund. For each additional class of shares of

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a Fund established after the initial one (1) class of shares per Fund, the minimum annual fee will be increased by $15,000. Due to these minimums, the annual administration fee the Funds pay will exceed the above percentages at low asset levels.

THE DISTRIBUTOR

GENERAL. The Trust and SEI Investments Distribution Co. (the "Distributor"), a wholly owned subsidiary of SEI Investments, and an affiliate of the Administrator, are parties to a distribution agreement dated February 12, 2014 ("Distribution Agreement"), whereby the Distributor acts as principal underwriter for the Trust's shares. The principal business address of the Distributor is One Freedom Valley Drive, Oaks, Pennsylvania 19456.

The continuance of the Distribution Agreement must be specifically approved at least annually (i) by the vote of the Trustees or by a vote of the shareholders of the Fund and (ii) by the vote of a majority of the Trustees who are not "interested persons" of the Trust and have no direct or indirect financial interest in the operations of the Distribution Agreement or any related agreement, cast in person at a meeting called for the purpose of voting on such approval. The Distribution Agreement will terminate automatically in the event of its assignment (as such term is defined in the 1940 Act), and is terminable at any time without penalty by the Board or, with respect to the Fund, by a majority of the outstanding shares of the Fund, upon not more than 60 days' written notice by either party. The Distribution Agreement provides that the Distributor shall not be protected against any liability to the Trust or its shareholders by reason of willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard of its obligations or duties thereunder.

SHAREHOLDER SERVICES

SHAREHOLDER SERVICING PLAN. The Funds have adopted a shareholder servicing plan (the "Service Plan") under which a shareholder servicing fee of up to 0.25% of average daily net assets of Investor Shares of any Fund will be paid to other service providers. Under the Service Plan, other service providers may perform, or may compensate other service providers for performing certain shareholder and administrative services as discussed below.

DESCRIPTION OF SHAREHOLDER SERVICES. Shareholder services may include: (i) maintaining accounts relating to clients that invest in shares; (ii) arranging for bank wires; (iii) responding to client inquiries relating to the services performed by the services provider; (iv) responding to inquiries from clients concerning their investment in shares; (v) assisting clients in changing dividend options, account designations and addresses; (vi) providing information periodically to clients showing their position in shares; (vii) forwarding shareholder communications from the Funds such as proxies, shareholder reports, annual reports, and dividend distribution and tax notices to clients; and (viii) processing dividend payments from the Funds on behalf of clients.

PAYMENTS TO FINANCIAL INTERMEDIARIES

The Adviser and/or its affiliates, in their discretion, may make payments from their own resources and not from Fund assets to affiliated or unaffiliated brokers, dealers, banks (including bank trust departments), trust companies, registered investment advisers, financial planners, retirement plan administrators, insurance companies, and any other institution having a service, administration, or any similar arrangement with the Funds, its service providers or their respective affiliates, as incentives to help market and promote the Funds and/or in recognition of their distribution, marketing, administrative services, and/or processing support.

These additional payments may be made to financial intermediaries that sell Fund shares or provide services to the Funds, the Distributor or shareholders of the Funds through the financial intermediary's retail distribution channel and/or fund supermarkets. Payments may also be made through the financial intermediary's retirement, qualified tuition, fee-based advisory, wrap fee bank trust, or insurance (e.g., individual or group annuity) programs. These payments may include, but are not limited to, placing the Funds in a financial intermediary's retail distribution channel or on a preferred or recommended fund list; providing business or shareholder financial planning assistance; educating financial intermediary

S-27

personnel about the Funds; providing access to sales and management representatives of the financial intermediary; promoting sales of Fund shares; providing marketing and educational support; maintaining share balances and/or for sub-accounting, administrative or shareholder transaction processing services. A financial intermediary may perform the services itself or may arrange with a third party to perform the services.

The Adviser and/or its affiliates may also make payments from their own resources to financial intermediaries for costs associated with the purchase of products or services used in connection with sales and marketing, participation in and/or presentation at conferences or seminars, sales or training programs, client and investor entertainment and other sponsored events. The costs and expenses associated with these efforts may include travel, lodging, sponsorship at educational seminars and conferences, entertainment and meals to the extent permitted by law.

Revenue sharing payments may be negotiated based on a variety of factors, including the level of sales, the amount of Fund assets attributable to investments in the Funds by financial intermediaries customers, a flat fee or other measures as determined from time to time by the Adviser and/or its affiliates. A significant purpose of these payments is to increase the sales of Funds shares, which in turn may benefit the Adviser through increased fees as Fund assets grow.

THE TRANSFER AGENT

DST Systems, Inc., 333 West 11(th) Street, Kansas City, Missouri 64105 (the "Transfer Agent"), serves as the Funds' transfer agent.

THE CUSTODIAN

Union Bank, N.A. (the "Custodian") serves as the custodian of the Funds. The Custodian holds cash, securities and other assets of the Funds as required by the 1940 Act.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers LLP, Two Commerce Square, 2001 Market Street, Suite 1700, Philadelphia, PA 19103, serves as the independent registered public accounting firm for the Funds.

LEGAL COUNSEL

Morgan, Lewis & Bockius LLP, 1701 Market Street, Philadelphia, PA 19103-2921, serves as legal counsel to the Trust.

TRUSTEES AND OFFICERS OF THE TRUST

BOARD RESPONSIBILITIES. The management and affairs of the Trust and its series, including the Funds described in this SAI, are overseen by the Trustees. The Board has approved contracts, as described above, under which certain companies provide essential management services to the Trust.

Like most mutual funds, the day-to-day business of the Trust, including the management of risk, is performed by third party service providers, such as the Adviser, Distributor and Administrator. The Trustees are responsible for overseeing the Trust's service providers and, thus, have oversight responsibility with respect to risk management performed by those service providers. Risk management seeks to identify and address risks, i.e., events or circumstances that could have material adverse effects on the business, operations, shareholder services, investment performance or reputation of the funds. The funds and their service providers employ a variety of processes, procedures and controls to identify various possible events or circumstances, to lessen the probability of their occurrence and/or to mitigate the effects of such events or circumstances if they do occur. Each service provider is responsible for one or more discrete aspects of the Trust's business (e.g., the Adviser is responsible for the day-to-day management of each Fund's portfolio investments) and, consequently, for managing the risks associated with that business. The Board has emphasized to the funds' service providers the importance of maintaining vigorous risk management.

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The Trustees' role in risk oversight begins before the inception of a fund, at which time certain of the fund's service providers present the Board with information concerning the investment objectives, strategies and risks of the fund as well as proposed investment limitations for the fund. Additionally, the fund's adviser provides the Board with an overview of, among other things, its investment philosophy, brokerage practices and compliance infrastructure. Thereafter, the Board continues its oversight function as various personnel, including the Trust's Chief Compliance Officer, as well as personnel of the adviser and other service providers, such as the fund's independent accountants, make periodic reports to the Audit Committee or to the Board with respect to various aspects of risk management. The Board and the Audit Committee oversee efforts by management and service providers to manage risks to which the funds may be exposed.

The Board is responsible for overseeing the nature, extent and quality of the services provided to the funds by the adviser and receives information about those services at its regular meetings. In addition, on an annual basis, in connection with its consideration of whether to renew the advisory agreement with the adviser, the Board meets with the adviser to review such services. Among other things, the Board regularly considers the adviser's adherence to the funds' investment restrictions and compliance with various fund policies and procedures and with applicable securities regulations. The Board also reviews information about the funds' investments, including, for example, portfolio holdings schedules and reports on the adviser's use of derivatives in managing the funds, if any, as well as reports on the funds' investments in ETFs, if any.

The Trust's Chief Compliance Officer reports regularly to the Board to review and discuss compliance issues and fund and adviser risk assessments. At least annually, the Trust's Chief Compliance Officer provides the Board with a report reviewing the adequacy and effectiveness of the Trust's policies and procedures and those of its service providers, including the adviser. The report addresses the operation of the policies and procedures of the Trust and each service provider since the date of the last report; any material changes to the policies and procedures since the date of the last report; any recommendations for material changes to the policies and procedures; and any material compliance matters since the date of the last report.

The Board receives reports from the funds' service providers regarding operational risks and risks related to the valuation and liquidity of portfolio securities. The Trust's Fair Value Pricing Committee makes regular reports to the Board concerning investments for which market quotations are not readily available. Annually, the independent registered public accounting firm reviews with the Audit Committee its audit of the funds' financial statements, focusing on major areas of risk encountered by the funds and noting any significant deficiencies or material weaknesses in the funds' internal controls. Additionally, in connection with its oversight function, the Board oversees fund management's implementation of disclosure controls and procedures, which are designed to ensure that information required to be disclosed by the Trust in its periodic reports with the SEC are recorded, processed, summarized, and reported within the required time periods. The Board also oversees the Trust's internal controls over financial reporting, which comprise policies and procedures designed to provide reasonable assurance regarding the reliability of the Trust's financial reporting and the preparation of the Trust's financial statements.

From their review of these reports and discussions with the adviser, the Chief Compliance Officer, the independent registered public accounting firm and other service providers, the Board and the Audit Committee learn in detail about the material risks of the funds, thereby facilitating a dialogue about how management and service providers identify and mitigate those risks.

The Board recognizes that not all risks that may affect the funds can be identified and/or quantified, that it may not be practical or cost-effective to eliminate or mitigate certain risks, that it may be necessary to bear certain risks (such as investment-related risks) to achieve the funds' goals, and that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness. Moreover, reports received by the Trustees as to risk management matters are typically summaries of the relevant information. Most of the funds' investment management and business affairs are carried out by or through the funds' advisers and other service providers, each of which has an independent interest in risk management but whose policies and the methods by which one or more risk management functions are carried out may differ from the funds' and each other's in the setting of priorities, the resources available or the

S-29

effectiveness of relevant controls. As a result of the foregoing and other factors, the Board's ability to monitor and manage risk, as a practical matter, is subject to limitations.

MEMBERS OF THE BOARD. There are four members of the Board of Trustees, three of whom are not interested persons of the Trust, as that term is defined in the 1940 Act ("independent Trustees"). Mr. Doran, an interested person of the Trust, serves as Chairman of the Board. Mr. Hunt, an independent Trustee, serves as the lead independent Trustee. The Trust has determined its leadership structure is appropriate given the specific characteristics and circumstances of the Trust. The Trust made this determination in consideration of, among other things, the fact that the independent Trustees constitute a super-majority (75%) of the Board, the fact that the chairperson of each Committee of the Board is an independent Trustee, the amount of assets under management in the Trust, and the number of funds (and classes of shares) overseen by the Board. The Board also believes that its leadership structure facilitates the orderly and efficient flow of information to the independent Trustees from fund management.

The Board of Trustees has two standing committees: the Audit Committee and Governance Committee. The Audit Committee and Governance Committee are chaired by an independent Trustee and composed of all of the independent Trustees. In addition, the Board of Trustees has a lead independent Trustee.

In his role as lead independent Trustee, Mr. Hunt, among other things: (i) presides over Board meetings in the absence of the Chairman of the Board; (ii) presides over executive sessions of the independent Trustees; (iii) along with the Chairman of the Board, oversees the development of agendas for Board meetings; (iv) facilitates communication between the independent Trustees and management, and among the independent Trustees; (v) serves as a key point person for dealings between the independent Trustees and management; and (vi) has such other responsibilities as the Board or independent Trustees determine from time to time.

Set forth below are the names, years of birth, position with the Trust, and the principal occupations and other directorships held during at least the last five years of each of the persons currently serving as a Trustee of the Trust. There is no stated term of office for the Trustees of the Trust. Unless otherwise noted, the business address of each Trustee is SEI Investments Company, One Freedom Valley Drive, Oaks, Pennsylvania 19456.

S-30

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                                                       PRINCIPAL OCCUPATIONS         OTHER DIRECTORSHIPS HELD IN THE PAST
NAME AND YEAR OF BIRTH      POSITION WITH TRUST        IN THE PAST 5 YEARS           5 YEARS
------------------------------------------------------------------------------------------------------------------------------------
INTERESTED TRUSTEES
------------------------------------------------------------------------------------------------------------------------------------
William M. Doran            Chairman of the Board      Self-Employed                 Current Directorships: Trustee of The
(Born: 1940)                of Trustees(1)             Consultant since 2003.        Advisors' Inner Circle Fund, The
                            (since 2014)               Partner at Morgan,            Advisors' Inner Circle Fund II, Bishop
                                                       Lewis & Bockius LLP           Street Funds, SEI Daily Income Trust,
                                                       (law firm) from 1976 to       SEI Institutional International Trust,
                                                       2003. Counsel to the          SEI Institutional Investments Trust, SEI
                                                       Trust, SEI Investments,       Institutional Managed Trust, SEI
                                                       SIMC, the Administrator       Liquid Asset Trust, SEI Asset
                                                       and the Distributor.          Allocation Trust, SEI Tax Exempt
                                                                                     Trust, Adviser Managed Trust, New
                                                                                     Covenant Funds, SEI Insurance
                                                                                     Products Trust and The KP Funds.
                                                                                     Director of SEI Investments (Europe),
                                                                                     Limited, SEI Investments--Global
                                                                                     Funds Services, Limited, SEI
                                                                                     Investments Global, Limited, SEI
                                                                                     Investments (Asia), Limited, SEI Asset
                                                                                     Korea Co., Ltd., SEI Global Nominee
                                                                                     Ltd. and SEI Investments -- Unit Trust
                                                                                     Management (UK) Limited. Director of
                                                                                     the Distributor since 2003.
                                                                                     Former Directorships: Director of SEI
                                                                                     Alpha Strategy Portfolios, LP to 2013.
------------------------------------------------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEES
------------------------------------------------------------------------------------------------------------------------------------
Jon C. Hunt                 Trustee                    Retired since 2013.           Current Directorships: Trustee of City
(Born: 1951)                (since 2014)               Consultant to                 National Rochdale Funds. Member of
                                                       Management,                   Independent Committee of Nuveen
                                                       Convergent Capital            Commodities Asset Management.
                                                       Management, LLC
                                                       ("CCM") from 2012 to
                                                       2013. Managing
                                                       Director and Chief
                                                       Operating Officer, CCM
                                                       from 1998 to 2012.
------------------------------------------------------------------------------------------------------------------------------------
Thomas P. Lemke             Trustee                    Retired since 2013.           Current Directorships: Trustee of The
(Born: 1954)                (since 2014)               Executive Vice President      Munder Funds and AXA Premier VIP
                                                       and General Counsel,          Trust.
                                                       Legg Mason, Inc. from
                                                       2005 to 2013.                 Former Directorships: Director of ICI
                                                                                     Mutual Insurance Company to 2013.
------------------------------------------------------------------------------------------------------------------------------------
Randall S. Yanker           Trustee                    Co-Founder and Senior         Current Directorships: None.
(Born: 1960)                (since 2014)               Partner, Alternative
                                                       Asset Managers, L.P.
                                                       since 2004.

(1) Mr. Doran may be deemed to be an "interested" person of the Funds as that term is defined in the 1940 Act by virtue of his affiliation with the Distributor and/or its affiliates.

S-31

INDIVIDUAL TRUSTEE QUALIFICATIONS

The Trust has concluded that each of the Trustees should serve on the Board because of their ability to review and understand information about the Funds provided to them by management, to identify and request other information they may deem relevant to the performance of their duties, to question management and other service providers regarding material factors bearing on the management and administration of the Funds, and to exercise their business judgment in a manner that serves the best interests of the Funds' shareholders. The Trust has concluded that each of the Trustees should serve as a Trustee based on their own experience, qualifications, attributes and skills as described below.

The Trust has concluded that Mr. Doran should serve as Trustee because of the experience he gained serving as a Partner in the Investment Management and Securities Industry Practice of a large law firm, his experience in and knowledge of the financial services industry, and the experience he has gained serving on other mutual fund boards.

The Trust has concluded that Mr. Hunt should serve as Trustee because of the experience he gained in a variety of leadership roles with different investment management institutions, his experience in and knowledge of the financial services industry, and the experience he has gained as a board member of open-end, closed-end and private funds investing in a broad range of asset classes, including alternative asset classes.

The Trust has concluded that Mr. Lemke should serve as Trustee because of the extensive experience he gained in the financial services industry, including experience in various senior management positions with financial services firms and multiple years of service with a regulatory agency, his background in controls, including legal, compliance and risk management, and his service as general counsel for several financial services firms.

The Trust has concluded that Mr. Yanker should serve as Trustee because of the experience he gained in a variety of leadership roles with the alternative asset management divisions of various financial services firms, his experience in and knowledge of the financial services industry, and the experience he has gained advising institutions on alternative asset management.

In its periodic assessment of the effectiveness of the Board, the Board considers the complementary individual skills and experience of the individual Trustees primarily in the broader context of the Board's overall composition so that the Board, as a body, possesses the appropriate (and appropriately diverse) skills and experience to oversee the business of the funds.

BOARD COMMITTEES. The Board has established the following standing committees:

o AUDIT COMMITTEE. The Board has a standing Audit Committee that is composed of each of the independent Trustees of the Trust. The Audit Committee operates under a written charter approved by the Board. The principal responsibilities of the Audit Committee include: (i) recommending which firm to engage as each fund's independent registered public accounting firm and whether to terminate this relationship; (ii) reviewing the independent registered public accounting firm's compensation, the proposed scope and terms of its engagement, and the firm's independence; (iii) pre-approving audit and non-audit services provided by each fund's independent registered public accounting firm to the Trust and certain other affiliated entities;
(iv) serving as a channel of communication between the independent registered public accounting firm and the Trustees; (v) reviewing the results of each external audit, including any qualifications in the independent registered public accounting firm's opinion, any related management letter, management's responses to recommendations made by the independent registered public accounting firm in connection with the audit, reports submitted to the Committee by the internal auditing department of the Trust's Administrator that are material to the Trust as a whole, if any, and management's responses to any such reports; (vi) reviewing each fund's audited financial statements and considering any significant disputes between the Trust's management and the independent registered public accounting firm that arose in connection with the preparation of those financial statements; (vii)

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considering, in consultation with the independent registered public accounting firm and the Trust's senior internal accounting executive, if any, the independent registered public accounting firms' reports on the adequacy of the Trust's internal financial controls; (viii) reviewing, in consultation with each fund's independent registered public accounting firm, major changes regarding auditing and accounting principles and practices to be followed when preparing each fund's financial statements; and (ix) other audit related matters. Mr. Hunt, Mr. Lemke and Mr. Yanker currently serve as members of the Audit Committee. Mr. Lemke serves as the acting Chairman of the Audit Committee. The Audit Committee meets periodically, as necessary.

o GOVERNANCE COMMITTEE. The Board has a standing Governance Committee that is composed of each of the independent Trustees of the Trust. The Governance Committee operates under a written charter approved by the Board. The principal responsibilities of the Governance Committee include:
(i) considering and reviewing Board governance and compensation issues;
(ii) conducting a self-assessment of the Board's operations; (iii) selecting and nominating all persons to serve as independent Trustees and evaluating the qualifications of "interested" Trustee candidates; and (iv) reviewing shareholder recommendations for nominations to fill vacancies on the Board if such recommendations are submitted in writing and addressed to the Committee at the Trust's office. Mr. Hunt, Mr. Lemke and Mr. Yanker currently serve as members of the Governance Committee. Mr. Lemke serves as the Chairman of the Governance Committee. The Governance Committee meets periodically, as necessary.

FAIR VALUE PRICING COMMITTEE. The Board has also established a standing Fair Value Pricing Committee that is composed of various representatives of the Trust's service providers, as appointed by the Board. The Fair Value Pricing Committee operates under procedures approved by the Board. The principal responsibility of the Fair Value Pricing Committee is to determine the fair value of securities for which current market quotations are not readily available. The Fair Value Pricing Committee's determinations are reviewed by the Board.

FUND SHARES OWNED BY BOARD MEMBERS. As of the date of this SAI, the Funds had not commenced operations, and therefore no Trustee owns shares of any Fund. The Trust is the only investment company in the Fund complex.

BOARD COMPENSATION. The following table sets forth information covering the anticipated total compensation payable by the Trust during its fiscal year ending October 31, 2014 to the persons who serve as Trustees of the Trust:

------------------------------------------------------------------------------------------------------------
                          ESTIMATED AGGREGATE COMPENSATION
NAME                      FROM THE TRUST                        ESTIMATED TOTAL COMPENSATION FROM THE TRUST
------------------------------------------------------------------------------------------------------------
INTERESTED TRUSTEES
------------------------------------------------------------------------------------------------------------
William M. Doran          $0                                    $0 for service on one (1) board
------------------------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEES
------------------------------------------------------------------------------------------------------------
Jon C. Hunt               $15,000                               $15,000 for service on one (1) board
------------------------------------------------------------------------------------------------------------
Thomas P. Lemke           $15,000                               $15,000 for service on one (1) board
------------------------------------------------------------------------------------------------------------
Randall S. Yanker         $15,000                               $15,000 for service on one (1) board
------------------------------------------------------------------------------------------------------------

TRUST OFFICERS. Set forth below are the names, year of birth, position with the Trust, and the principal occupations for the last five years of each of the persons currently serving as executive officers of the Trust. There is no stated term of office for the officers of the Trust. Unless otherwise noted, the business address of each officer is SEI Investments Company, One Freedom Valley Drive, Oaks, Pennsylvania 19456. The Chief Compliance Officer is the only officer who receives compensation from the Trust for his services.

Certain officers of the Trust also serve as officers of one or more mutual funds for which SEI Investments Company or its affiliates act as investment manager, administrator or distributor.

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NAME AND YEAR        POSITION WITH TRUST                            PRINCIPAL OCCUPATIONS IN PAST 5 YEARS
OF BIRTH
------------------------------------------------------------------------------------------------------------------------------------
Michael Beattie      President                                      Director of Client Service, SEI Investments Company,
(Born: 1965)         (since 2014)                                   since 2004.
------------------------------------------------------------------------------------------------------------------------------------
Robert Nesher        Vice Chairman                                  SEI employee 1974 to present; currently performs
(Born: 1946)         (since 2014)                                   various services on behalf of SEI Investments for
                                                                    which Mr. Nesher is compensated. President and
                                                                    Director of SEI Structured Credit Fund, LP. President
                                                                    and Chief Executive Officer of SEI Alpha Strategy
                                                                    Portfolios, LP, June 2007 to September 2013. President and
                                                                    Director of SEI Opportunity Fund, L.P. to 2010.
------------------------------------------------------------------------------------------------------------------------------------
Michael Lawson       Treasurer, Controller and Chief Financial      Director, SEI Investments, Fund Accounting since July
(Born: 1960)         Officer                                        2005. Manager, SEI Investments, Fund Accounting at
                     (since 2014)                                   SEI Investments AVP from April 1995 to February
                                                                    1998 and November 1998 to July 2005.
------------------------------------------------------------------------------------------------------------------------------------
Dianne M.            Vice President and Secretary                   Counsel at SEI Investments since 2010. Associate at
Descoteaux           (since 2014)                                   Morgan, Lewis & Bockius LLP from 2006 to 2010.
(Born: 1977)
------------------------------------------------------------------------------------------------------------------------------------
Russell Emery        Chief Compliance Officer                       Chief Compliance Officer of SEI Structured Credit
(Born: 1962)         (since 2014)                                   Fund, LP since June 2007. Chief Compliance Officer
                                                                    of SEI Alpha Strategy Portfolios, LP from June 2007
                                                                    to September 2013. Chief Compliance Officer of The
                                                                    Advisors' Inner Circle Fund, Advisors' Inner Circle
                                                                    Fund II, Bishop Street Funds, SEI Institutional
                                                                    Managed Trust, SEI Asset Allocation Trust, SEI
                                                                    Institutional International Trust, SEI Institutional
                                                                    Investments Trust, SEI Daily Income Trust, SEI Liquid
                                                                    Asset Trust, SEI Tax Exempt Trust, Adviser Managed
                                                                    Trust, New Covenant Funds, SEI Insurance Products
                                                                    Trust and The KP Funds. Chief Compliance Officer of
                                                                    SEI Opportunity Fund, L.P. until 2010. Director of
                                                                    Investment Product Management and Development,
                                                                    SEI Investments, since February 2003; Senior
                                                                    Investment Analyst -- Equity Team, SEI Investments,
                                                                    from March 2000 to February 2003.
------------------------------------------------------------------------------------------------------------------------------------
Lisa Whittaker       Vice President and Assistant Secretary         Attorney, SEI Investments Company (2012-present).
(Born: 1978)         (since 2014)                                   Associate Counsel and Compliance Officer, The
                                                                    Glenmede Trust Company, N.A. (2011-2012).
                                                                    Associate, Drinker Biddle & Reath LLP (2006-2011).
------------------------------------------------------------------------------------------------------------------------------------
Edward McCusker      Anti-Money Laundering Compliance               Compliance Manager of SEI Investments Company,
(Born: 1983)         Officer and Privacy Officer                    May 2011 -- April 2013. Project Manager and AML
                     (since 2014)                                   Operations Lead of SEI Private Trust Company,
                                                                    September 2010 -- May 2011. Private Banking Client
                                                                    Service Professional of SEI Private Banking and Trust,
                                                                    September 2008 -- September 2010.
------------------------------------------------------------------------------------------------------------------------------------

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PURCHASING AND REDEEMING SHARES

Purchases and redemptions may be made through the Transfer Agent on any day the New York Stock Exchange ("NYSE") is open for business. Shares of the Funds are offered and redeemed on a continuous basis. Currently, the Trust is closed for business when the following holidays are observed: New Year's Day, Martin Luther King Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas.

It is currently the Trust's policy to pay all redemptions in cash. The Trust retains the right, however, to alter this policy to provide for redemptions in whole or in part by a distribution in-kind of securities held by the Funds in lieu of cash. Shareholders may incur brokerage charges on the sale of any such securities so received in payment of redemptions.

The Trust reserves the right to suspend the right of redemption and/or to postpone the date of payment upon redemption for any period on which trading on the NYSE is restricted, or during the existence of an emergency (as determined by the SEC by rule or regulation) as a result of which disposal or valuation of the Funds' securities is not reasonably practicable, or for such other periods as the SEC has by order permitted. The Trust also reserves the right to suspend sales of shares of the Funds for any period during which the NYSE, the Adviser, the Administrator, the Transfer Agent and/or the Custodian are not open for business.

DETERMINATION OF NET ASSET VALUE

GENERAL POLICY. The Funds adhere to Section 2(a)(41), and Rule 2a-4 thereunder, of the 1940 Act with respect to the valuation of portfolio securities. In general, securities for which market quotations are readily available are valued at current market value, and all other securities are valued at fair value as determined in good faith by the Board. In complying with the 1940 Act, the Trust relies on guidance provided by the SEC and by the SEC staff in various interpretive letters and other guidance.

EQUITY SECURITIES. Securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (except for securities traded on NASDAQ), including securities traded over the counter, are valued at the last quoted sale price on the primary exchange or market (foreign or domestic) on which they are traded on valuation date (or at approximately 4:00 p.m., Eastern Time, if a security's primary exchange is normally open at that time), or, if there is no such reported sale on the valuation date, at the most recent quoted bid price. For securities traded on NASDAQ, the NASDAQ Official Closing Price will be used. If such prices are not available or determined to not represent the fair value of the security as of the Funds' pricing time, the security will be valued at fair value as determined in good faith using methods approved by the Board.

MONEY MARKET SECURITIES AND OTHER DEBT SECURITIES. If available, money market securities and other debt securities are priced based upon valuations provided by recognized independent, third-party pricing agents. Such values generally reflect the last reported sales price if the security is actively traded. The third-party pricing agents may also value debt securities by employing methodologies that utilize actual market transactions, broker-supplied valuations, or other methodologies designed to identify the market value for such securities. Such methodologies generally consider such factors as security prices, yields, maturities, call features, ratings and developments relating to specific securities in arriving at valuations. Money market securities and other debt securities with remaining maturities of sixty days or less may be valued at their amortized cost, which approximates market value. If such prices are not available or determined to not represent the fair value of the security as of the Funds' pricing time, the security will be valued at fair value as determined in good faith using methods approved by the Board.

DERIVATIVES AND OTHER COMPLEX SECURITIES. Exchange traded options on securities and indices purchased by the Fund generally are valued at their last trade price or, if there is no last trade price, the last bid price. Exchange traded options on securities and indices written by the Fund generally are valued at their last trade price or, if there is no last trade price, the

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last asked price. In the case of options traded in the over-the-counter ("OTC") market, if the OTC option is also an exchange traded option, the Fund will follow the rules regarding the valuation of exchange traded options. If the OTC option is not also an exchange traded option, the Fund will value the option at fair value in accordance with procedures adopted by the Board. Futures contracts and options on futures contracts are valued at the last trade price prior to the end of the Fund's pricing cycle.

Illiquid securities, securities for which reliable quotations or pricing services are not readily available, and all other assets will be valued either at the average of the last bid price of the securities obtained from two or more dealers or otherwise at their respective fair value as determined in good faith by, or under procedures established by the Board. The Board has adopted fair valuation procedures for the Fund and has delegated responsibility for fair value determinations to the Fair Valuation Committee. The members of the Fair Valuation Committee report, as necessary, to the Board regarding portfolio valuation determination. The Board, from time to time, will review these methods of valuation and will recommend changes which may be necessary to assure that the investments of the Fund are valued at fair value.

USE OF THIRD-PARTY INDEPENDENT PRICING AGENTS. Pursuant to contracts with the Trust's Administrator, market prices for most securities held by the Funds are provided daily by third-party independent pricing agents that are approved by the Board. The valuations provided by third-party independent pricing agents are reviewed daily by the Administrator.

TAXES

The following is only a summary of certain additional federal income tax considerations generally affecting the Funds and their shareholders that is intended to supplement the discussion contained in the Funds' prospectuses. No attempt is made to present a detailed explanation of the tax treatment of the Funds or their shareholders, and the discussion here and in each Fund's prospectus is not intended as a substitute for careful tax planning. Shareholders are urged to consult with their tax advisors with specific reference to their own tax situations, including their state, local, and foreign tax liabilities.

The following general discussion of certain federal income tax consequences is based on the Code and the regulations issued thereunder as in effect on the date of this SAI. New legislation, as well as administrative changes or court decisions, may significantly change the conclusions expressed herein, and may have a retroactive effect with respect to the transactions contemplated herein.

QUALIFICATIONS AS A REGULATED INVESTMENT COMPANY. Each Fund intends to qualify and elects to be treated as a "regulated investment company" (a "RIC") under Subchapter M of the Code. By following such a policy, the Funds expect to eliminate or reduce to a nominal amount the federal taxes to which it may be subject. A Fund that qualifies as a RIC will not be subject to federal income taxes on the net investment income and net realized capital gains that the Fund timely distributes to its shareholders. The Board reserves the right not to maintain the qualification of the Funds as a RIC if it determines such course of action to be beneficial to shareholders.

In order to qualify as a RIC under the Code, each Fund must distribute annually to its shareholders at least 90% of its net investment income (generally net investment income plus the excess of net short-term capital gains over net long-term capital losses, less operating expenses) and at least 90% of its net tax exempt interest income, for each tax year, if any, to its shareholders ("Distribution Requirement") and also must meet several additional requirements. Among these requirements are the following: (i) at least 90% of each Fund's gross income each taxable year must be derived from dividends, interest, payments with respect to certain securities loans, gains from the sale or other disposition of stock, securities, or foreign currencies, and certain other related income (including but not limited to gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities or currencies, and net income derived from an interest in a qualified publicly traded partnership; (ii) at the end of each fiscal quarter of each Fund's taxable year, at least 50% of the market value of its total assets must be represented by cash and cash items, U.S. government securities, securities of other RICs and other securities, with such other securities limited, in respect to any one issuer, to an amount not greater than 5% of the value of each Fund's total assets or more than 10% of the outstanding

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voting securities of such issuer, including the equity securities of a qualified publicly traded partnership; and (iii) at the end of each fiscal quarter of each Fund's taxable year, not more than 25% of the value of its total assets is invested in the securities (other than U.S. government securities or securities of other RICs) of any one issuer or two or more issuers that each Fund controls and which are engaged in the same, or similar, or related trades or businesses, or the securities of one or more qualified publicly traded partnerships.

Each Fund is treated as a separate corporation for federal income tax purposes. A Fund therefore is considered to be a separate entity in determining its treatment under the rules for RICs described herein. Losses in one Fund do not offset gains in another and the requirements (other than certain organizational requirements) for qualifying RIC status are determined at the Fund level rather than at the Trust level.

If a Fund fails to satisfy the qualifying income or diversification requirements in any taxable year, such Fund may be eligible for relief provisions if the failures are due to reasonable cause and not willful neglect and if a penalty tax is paid with respect to each failure to satisfy the applicable requirements. Additionally, relief is provided for certain de minimis failures of the diversification requirements where the Fund corrects the failure within a specified period. If a Fund fails to maintain qualification as a RIC for a tax year, and the relief provisions are not available, that Fund will be subject to federal income tax at regular corporate rates without any deduction for distributions to shareholders. In such case, their shareholders would be taxed as if they received ordinary dividends, although corporate shareholders could be eligible for the dividends received deduction (subject to certain limitations) and individuals may be able to benefit from the lower tax rates available to qualified dividend income. In addition, a Fund could be required to recognize unrealized gains, pay substantial taxes and interest, and make substantial distributions before requalifying as a RIC.

A Fund may elect to treat part or all of any "qualified late year loss" as if it had been incurred in the succeeding taxable year in determining the Fund's taxable income, net capital gain, net short-term capital gain, and earnings and profits. The effect of this election is to treat any such "qualified late year loss" as if it had been incurred in the succeeding taxable year in characterizing Fund distributions for any calendar. A "qualified late year loss" generally includes net capital loss, net long-term capital loss, or net short-term capital loss incurred after October 31 of the current taxable year (commonly referred to as "post-October losses") and certain other late-year losses.

The treatment of capital loss carryovers for the Funds is similar to the rules that apply to capital loss carryovers of individuals and provide that such losses are carried over by a Fund indefinitely. Thus, if a Fund has a "net capital loss" (that is, capital losses in excess of capital gains) for a taxable year, the excess of the Fund's net short-term capital losses over its net long-term capital gains is treated as a short-term capital loss arising on the first day of such Fund's next taxable year, and the excess (if any) of the Fund's net long-term capital losses over its net short-term capital gains is treated as a long-term capital loss arising on the first day of the Fund's next taxable year. In addition, the carryover of capital losses may be limited under the general loss limitation rules if a Fund experiences an ownership change as defined in the Code.

FEDERAL EXCISE TAX. Notwithstanding the Distribution Requirement described above, which only requires the Funds to distribute at least 90% of their annual investment company income and does not require any minimum distribution of net capital gain, the Funds will be subject to a nondeductible 4% federal excise tax to the extent it fails to distribute, by the end of any calendar year, at least 98% of each Fund's ordinary income for that year and 98.2% of each Fund's capital gain net income (the excess of short- and long-term capital gain over short- and long-term capital loss) for the one-year period ending on October 31 of such year, plus certain other amounts. Each Fund intends to make sufficient distributions to avoid liability for federal excise tax, but can make no assurances that such tax will be completely eliminated. The Funds may in certain circumstances be required to liquidate each Fund's investments in order to make sufficient distributions to avoid federal excise tax liability at a time when the investment adviser might not otherwise have chosen to do so, and liquidation of investments in such circumstances may affect the ability of the Funds to satisfy the requirement for qualification as a RIC.

SHAREHOLDER TREATMENT. Each Fund receives income generally in the form of dividends and interest on investments.

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This income, plus net short-term capital gains, if any, less expenses incurred in the operation of the Funds, constitutes the Funds' net investment income from which dividends may be paid to you. Any distributions by the Funds from such income will be taxable to you as ordinary income or at the lower capital gains rates that apply to individuals receiving qualified dividend income, whether you take them in cash or in additional shares.

Distributions by the Funds will be eligible for the reduced maximum tax rate to individuals of 20% (lower rates apply to individuals in lower tax brackets) to the extent that the Funds receive qualified dividend income on the securities it holds and the Funds designate the distributions as qualified dividend income. Qualified dividend income is, in general, dividend income from taxable domestic corporations and certain foreign corporations (e.g., foreign corporations incorporated in a possession of the United States or in certain countries with a comprehensive tax treaty with the United States, or the stock of which is readily tradable on an established securities market in the United States). A dividend will not be treated as qualified dividend income to the extent that (i) the shareholder has not held the shares on which the dividend was paid for more than 60 days during the 121-day period that begins on the date that is 60 days before the date on which the shares become "ex-dividend"
(which is the day on which declared distributions (dividends or capital gains)
are deducted from each Fund's assets before it calculates the NAV) with respect to such dividend, (ii) each Fund has not satisfied similar holding period requirements with respect to the securities it holds that paid the dividends distributed to the shareholder), (iii) the shareholder is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to substantially similar or related property, or (iv) the shareholder elects to treat such dividend as investment income under section 163(d)(4)(B) of the Code. Dividends received by a Fund from an ETF taxable as a RIC may be treated as qualified dividend income only to the extent the dividend distributions are attributable to qualified dividend income received by such RIC ETF and designated as such by the RIC ETF. Distributions by the Funds of their net short-term capital gains will be taxable as ordinary income. Capital gain distributions consisting of the Funds' net capital gains will be taxable as long-term capital gains at a maximum rate of 20%.

The Funds will inform you of the amount of your ordinary income dividends, qualified dividend income and capital gain distributions, if any, at the time they are paid and will advise you of their tax status for federal income tax purposes shortly after the close of each calendar year. If you have not held Fund shares for a full year, the Funds may designate and distribute to you, as ordinary income, qualified dividend income or capital gain, a percentage of income that is not equal to the actual amount of such income earned during the period of your investment in the Funds.

Each Fund's dividends that are paid to their corporate shareholders and are attributable to qualifying dividends it received from U.S. domestic corporations may be eligible, in the hands of such shareholders, for the corporate dividends received deduction, subject to certain holding period requirements and debt financing limitations. Generally, and subject to certain limitations (including certain holding period limitations), a dividend will be treated as a qualifying dividend if it has been received from a domestic corporation. All dividends (including the deducted portion) must be included in your alternative minimum taxable income calculation.

If the Funds' distributions exceed their taxable income and capital gains realized during a taxable year, all or a portion of the distributions made in the same taxable year may be recharacterized as a return of capital to the shareholders. A return of capital distribution will generally not be taxable, but will reduce each shareholder's cost basis in the Funds and result in a higher reported capital gain or lower reported capital loss when those shares on which the distribution was received are sold.

A dividend or distribution received shortly after the purchase of shares reduces the NAV of the shares by the amount of the dividend or distribution and, although in effect a return of capital, will be taxable to the shareholder. If the NAV of shares were reduced below the shareholder's cost by dividends or distributions representing gains realized on sales of securities, such dividends or distributions would be a return of investment though taxable to the shareholder in the same manner as other dividends or distributions.

Dividends declared to shareholders of record in October, November or December and actually paid in January of the following year will be treated as having been received by shareholders on December 31 of the calendar year in which

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declared. Under this rule, therefore, a shareholder may be taxed in one year on dividends or distributions actually received in January of the following year.

Any gain or loss recognized on a sale, exchange, or redemption of shares of the Funds by a shareholder who is not a dealer in securities will generally, for individual shareholders, be treated as a long-term capital gain or loss if the shares have been held for more than twelve months and otherwise will be treated as a short-term capital gain or loss. However, if shares on which a shareholder has received a net capital gain distribution are subsequently sold, exchanged, or redeemed and such shares have been held for six months or less, any loss recognized will be treated as a long-term capital loss to the extent of the net capital gain distribution. In addition, the loss realized on a sale or other disposition of shares will be disallowed to the extent a shareholder repurchases (or enters into a contract to or option to repurchase) shares within a period of 61 days (beginning 30 days before and ending 30 days after the disposition of the shares). This loss disallowance rule will apply to shares received through the reinvestment of dividends during the 61-day period.

FOREIGN TAXES. If more than 50% of the value of the Funds' total assets at the close of their taxable year consists of stocks or securities of foreign corporations, the Funds will be eligible to, and will, file an election with the IRS that may enable shareholders, in effect, to receive either the benefit of a foreign tax credit, or a deduction from such taxes, with respect to any foreign and U.S. possessions income taxes paid by the Funds, subject to certain limitations. Pursuant to the election, the Funds will treat those taxes as dividends paid to their shareholders. Each such shareholder will be required to include a proportionate share of those taxes in gross income as income received from a foreign source and must treat the amount so included as if the shareholder had paid the foreign tax directly. The shareholder may then either deduct the taxes deemed paid by him or her in computing his or her taxable income or, alternatively, use the foregoing information in calculating any foreign tax credit they may be entitled to use against the shareholders' federal income tax. If the Funds make the election, the Funds will report annually to their shareholders the respective amounts per share of the Funds' income from sources within, and taxes paid to, foreign countries and U.S. possessions.

TAX TREATMENT OF COMPLEX SECURITIES. The Funds may invest in complex securities. These investments may be subject to numerous special and complex tax rules. These rules could affect whether gains and losses recognized by the Funds are treated as ordinary income or capital gain, accelerate the recognition of income to the Funds and/or defer the Funds' ability to recognize losses, and, in limited cases, subject the Funds to U.S. federal income tax on income from certain of their foreign securities. In turn, these rules may affect the amount, timing or character of the income distributed to you by the Funds.

Most foreign exchange gains realized on the sale of debt securities are treated as ordinary income by the Funds. Similarly, foreign exchange losses realized by the Funds on the sale of debt securities are generally treated as ordinary losses by the Funds. These gains when distributed will be taxable to you as ordinary dividends, and any losses will reduce the Funds' ordinary income otherwise available for distribution to you. This treatment could increase or reduce the

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Funds' ordinary income distributions to you, and may cause some or all of the Funds' previously distributed income to be classified as a return of capital.

If a Fund owns shares in certain foreign investment entities, referred to as "passive foreign investment companies" or "PFIC," such Fund will be subject to one of the following special tax regimes: (i) the Fund is liable for U.S. federal income tax, and an additional interest charge, on a portion of any "excess distribution" from such foreign entity or any gain from the disposition of such shares, even if the entire distribution or gain is paid out by the Fund as a dividend to its shareholders; (ii) if the Fund were able and elected to treat a PFIC as a "qualifying electing fund" or "QEF," the Fund would be required each year to include in income, and distribute to shareholders in accordance with the distribution requirements set forth above, the Fund's PRO RATA share of the ordinary earnings and net capital gains of the PFIC, whether or not such earnings or gains are distributed to the Fund; or (iii) the Fund may be entitled to mark-to-market annually shares of the PFIC, and in such event would be required to distribute to shareholders any such mark-to-market gains in accordance with the distribution requirements set forth above.

The Funds may invest in REITs. Investments in REIT equity securities may require a Fund to accrue and distribute income not yet received. To generate sufficient cash to make the requisite distributions, such Fund may be required to sell securities in its portfolio (including when it is not advantageous to do so) that it otherwise would have continued to hold. A Fund's investments in REIT equity securities may at other times result in the Fund's receipt of cash in excess of the REIT's earnings if the Fund distributes these amounts, these distributions could constitute a return of capital to Fund shareholders for federal income tax purposes. Dividends received by a Fund from a REIT generally will not constitute qualified dividend income and will not qualify for the dividends received deduction.

BACKUP WITHHOLDING. A Fund will be required in certain cases to withhold at a rate of 28% and remit to the United States Treasury the amount withheld on amounts payable to any shareholder who: (i) has provided the Fund either an incorrect tax identification number or no number at all; (ii) is subject to backup withholding by the IRS for failure to properly report payments of interest or dividends; (iii) has failed to certify to the Fund that such shareholder is not subject to backup withholding; or (iv) has failed to certify to the Fund that the shareholder is a U.S. person (including a resident alien).

NON-U.S. INVESTORS. Any non-U.S. investors in the Funds may be subject to U.S. withholding and estate tax and are encouraged to consult their tax advisors prior to investing in the Funds.

A U.S. withholding tax at a 30% rate will be imposed on dividends beginning after June 30, 2014 (and proceeds of sales in respect of each Fund's shares received by such Fund's shareholders beginning after December 31, 2016) for shareholders who own their shares through foreign accounts or foreign intermediaries if certain disclosure requirements related to U.S. accounts or ownership are not satisfied. Each Fund will not pay any additional amounts in respect to any amounts withheld.

TAX-EXEMPT SHAREHOLDERS. Certain tax-exempt shareholders, including qualified pension plans, individual retirement accounts, salary deferral arrangements,
401(k)s, and other tax-exempt entities, generally are exempt from federal income taxation except with respect to their unrelated business taxable income ("UBTI"). Under current law, the Funds generally serve to block UBTI from being realized by their tax-exempt shareholders. However, notwithstanding the foregoing, the tax-exempt shareholder could realize UBTI by virtue of an investment in a Fund where, for example: (i) the Fund invests in residual interests of Real Estate Mortgage Investment Conduits ("REMICs"); (ii) the Fund invests in a REIT that is a taxable mortgage pool ("TMP") or that has a subsidiary that is TMP or that invests in the residual interest of a REMIC, or
(iii) shares in the Fund constitute debt-financed property in the hands of the tax-exempt shareholder within the meaning of section 514(b) of the Code. Charitable remainder trusts are subject to special rules and should consult their tax advisor. The IRS has issued guidance with respect to these issues and prospective shareholders, especially charitable remainder trusts, are encouraged to consult with their tax advisors regarding these issues.

TAX SHELTER REPORTING REGULATIONS. Under U.S. Treasury regulations, generally, if a shareholder recognizes a loss of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file

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with the IRS a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC such as a Fund are not excepted. Future guidance may extend the current exception from this reporting requirement to shareholders of most or all RICs. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer's treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.

RETIREMENT ACCOUNTS. If you hold your shares in a tax-qualified retirement account, you generally will not be subject to federal taxation on income and capital gains distribution from the Fund, until you begin receiving payments from your retirement account. You should consult your tax adviser regarding the tax rules that apply to your retirement account.

STATE TAXES. Depending upon state and local law, distributions by a Fund to its shareholders and the ownership of such shares may be subject to state and local taxes. Rules of state and local taxation of dividend and capital gains distributions from RICs often differ from rules for federal income taxation described above. It is expected that each Fund will not be liable for any corporate tax in Delaware if it also qualifies as a RIC for federal income tax purposes.

Many states grant tax-free status to dividends paid to you from interest earned on direct obligations of the U.S. government, subject in some states to minimum investment requirements that must be met by a Fund. Investment in GNMA or FNMA securities, banker's acceptances, commercial paper, and repurchase agreements collateralized by U.S. government securities do not generally qualify for such tax-free treatment. The rules on exclusion of this income are different for corporate shareholders.

Shareholders are urged to consult their tax advisors regarding state and local taxes applicable to an investment in the Fund.

FUND TRANSACTIONS

BROKERAGE TRANSACTIONS. Generally, equity securities, both listed and OTC, are bought and sold through brokerage transactions for which commissions are payable. Purchases from underwriters will include the underwriting commission or concession, and purchases from dealers serving as market makers will include a dealer's mark-up or reflect a dealer's mark-down. Money market securities and other debt securities are usually bought and sold directly from the issuer or an underwriter or market maker for the securities. Generally, the Funds will not pay brokerage commissions for such purchases. When a debt security is bought from an underwriter, the purchase price will usually include an underwriting commission or concession. The purchase price for securities bought from dealers serving as market makers will similarly include the dealer's mark up or reflect a dealer's mark down. When the Funds execute transactions in the OTC market, they will generally deal with primary market makers unless prices that are more favorable are otherwise obtainable.

In addition, the Adviser may place a combined order for two or more accounts it manages, including the Funds, engaged in the purchase or sale of the same security if, in its judgment, joint execution is in the best interest of each participant and will result in best price and execution. Transactions involving commingled orders are allocated in a manner deemed equitable to each account or fund. Although it is recognized that, in some cases, the joint execution of orders could adversely affect the price or volume of the security that a particular account or the Funds may obtain, it is the opinion of the Adviser that the advantages of combined orders outweigh the possible disadvantages of separate transactions. Nonetheless, the Adviser believes that the ability of the Funds to participate in higher volume transactions will generally be beneficial to the Funds.

BROKERAGE SELECTION. The Trust does not expect to use one particular broker or dealer, and when one or more brokers is believed capable of providing the best combination of price and execution, the Funds' Adviser may select a broker based upon brokerage or research services provided to the Adviser. The Adviser may pay a higher commission than otherwise obtainable from other brokers in return for such services only if a good faith determination is made that the commission is reasonable in relation to the services provided.

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Section 28(e) of the 1934 Act permits the Adviser, under certain circumstances, to cause the Funds to pay a broker or dealer a commission for effecting a transaction in excess of the amount of commission another broker or dealer would have charged for effecting the transaction in recognition of the value of brokerage and research services provided by the broker or dealer. In addition to agency transactions, the Adviser may receive brokerage and research services in connection with certain riskless principal transactions, in accordance with applicable SEC guidance. Brokerage and research services include: (1) furnishing advice as to the value of securities, the advisability of investing in, purchasing or selling securities, and the availability of securities or purchasers or sellers of securities; (2) furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy, and the performance of accounts; and (3) effecting securities transactions and performing functions incidental thereto (such as clearance, settlement, and custody). In the case of research services, the Adviser believes that access to independent investment research is beneficial to their investment decision-making processes and, therefore, to the Funds.

To the extent research services may be a factor in selecting brokers, such services may be in written form or through direct contact with individuals and may include information as to particular companies and securities as well as market, economic, or institutional areas and information which assists in the valuation and pricing of investments. Examples of research-oriented services for which the Adviser might utilize Fund commissions include research reports and other information on the economy, industries, sectors, groups of securities, individual companies, statistical information, political developments, technical market action, pricing and appraisal services, credit analysis, risk measurement analysis, performance and other analysis. The Adviser may use research services furnished by brokers in servicing all client accounts and not all services may necessarily be used by the Adviser in connection with the Funds or any other specific client account that paid commissions to the broker providing such services. Information so received by the Adviser will be in addition to and not in lieu of the services required to be performed by the Funds' Adviser under the Advisory Agreement. Any advisory or other fees paid to the Adviser are not reduced as a result of the receipt of research services.

In some cases the Adviser may receive a service from a broker that has both a "research" and a "non-research" use. When this occurs, the Adviser makes a good faith allocation, under all the circumstances, between the research and non-research uses of the service. The percentage of the service that is used for research purposes may be paid for with client commissions, while the Adviser will use its own funds to pay for the percentage of the service that is used for non-research purposes. In making this good faith allocation, the Adviser faces a potential conflict of interest, but the Adviser believes that its allocation procedures are reasonably designed to ensure that it appropriately allocates the anticipated use of such services to their research and non-research uses.

From time to time, the Funds may purchase new issues of securities for clients in a fixed price offering. In these situations, the seller may be a member of the selling group that will, in addition to selling securities, provide the adviser with research services. The Financial Industry Regulatory Authority ("FINRA") has adopted rules expressly permitting these types of arrangements under certain circumstances. Generally, the seller will provide research "credits" in these situations at a rate that is higher than that which is available for typical secondary market transactions. These arrangements may not fall within the safe harbor of Section 28(e).

BROKERAGE WITH FUND AFFILIATES. The Funds may execute brokerage or other agency transactions through registered broker-dealer affiliates of either the Funds, the Adviser or the Distributor for a commission in conformity with the 1940 Act, the 1934 Act and rules promulgated by the SEC. These rules require that commissions paid to the affiliate by the Funds for exchange transactions not exceed "usual and customary" brokerage commissions. The rules define "usual and customary" commissions to include amounts which are "reasonable and fair compared to the commission, fee or other remuneration received or to be received by other brokers in connection with comparable transactions involving similar securities being purchased or sold on a securities exchange during a comparable period of time." The Trustees, including those who are not "interested persons" of the Funds, have adopted procedures for evaluating the reasonableness of commissions paid to affiliates and review these procedures periodically.

SECURITIES OF "REGULAR BROKER-DEALERS." The Funds are required to identify any securities of their "regular brokers and

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dealers" (as such term is defined in the 1940 Act) that the Funds held during their most recent fiscal year. Because the Funds have not commenced operations, as of the date of this SAI, the Funds do not hold any securities of "regular brokers and dealers."

PORTFOLIO TURNOVER RATE. Portfolio turnover rate is defined under SEC rules as the greater of the value of the securities purchased or securities sold, excluding all securities whose maturities at the time of acquisition were one-year or less, divided by the average monthly value of such securities owned during the year. Based on this definition, instruments with remaining maturities of less than one-year are excluded from the calculation of the portfolio turnover rate. Instruments excluded from the calculation of portfolio turnover generally would include the futures contracts in which the Funds may invest since such contracts generally have remaining maturities of less than one-year. The Funds may at times hold investments in other short-term instruments, such as repurchase agreements, which are excluded for purposes of computing portfolio turnover.

PORTFOLIO HOLDINGS

The Board has approved a policy and procedures that govern the timing and circumstances regarding the disclosure of Fund portfolio holdings information to shareholders and third parties. These policies and procedures are designed to ensure that disclosure of information regarding the Funds' portfolio securities is in the best interests of Fund shareholders, and include procedures to address conflicts between the interests of the Funds' shareholders, on the one hand, and those of the Funds' Adviser, principal underwriter or any affiliated person of the Funds, their Adviser, or their principal underwriter, on the other. Pursuant to such procedures, the Board has authorized the Adviser's Chief Compliance Officer (the "Authorized Person") to authorize the release of the Funds' portfolio holdings, as necessary, in conformity with the foregoing principles. The Authorized Person reports at least quarterly to the Board regarding the implementation of such policies and procedures.

Pursuant to applicable law, the Funds are required to disclose their complete portfolio holdings quarterly, within 60 days of the end of each fiscal quarter (currently, each January 31, April 30, July 31, and October 31). The Funds will disclose a complete or summary schedule of investments (which includes each of the Fund's 50 largest holdings in unaffiliated issuers and each investment in unaffiliated issuers that exceeds one percent of each Fund's net asset value ("Summary Schedule")) in their Semi-Annual and Annual Reports which are distributed to the Funds' shareholders. The Funds' complete schedule of investments following the first and third fiscal quarters will be available in quarterly holdings reports filed with the SEC on Form N-Q, and the Funds' complete schedule of investments following the second and fourth fiscal quarters will be available in shareholder reports filed with the SEC on Form N-CSR.

Reports filed with the SEC on Form N-Q and Form N-CSR are not distributed to the Funds' shareholders but are available, free of charge, on the EDGAR database on the SEC's website at www.sec.gov. Should the Funds include only a Summary Schedule rather than a complete schedule of investments in their Semi-Annual and Annual Reports, their Form N-CSR will be available without charge, upon request, by calling 1-877-457-6733.

In addition to information provided to shareholders and the general public, portfolio holdings information may be disclosed as frequently as daily to certain service providers, such as the custodian, administrator or transfer agent, in connection with their services to the Funds. From time to time rating and ranking organizations, such as S&P, Lipper and Morningstar, Inc., may request non-public portfolio holdings information in connection with rating the Funds. Similarly, institutional investors, financial planners, pension plan sponsors and/or their consultants or other third-parties may request portfolio holdings information in order to assess the risks of the Funds' portfolios along with related performance attribution statistics. The lag time for such disclosures will vary. The Funds believe that these third parties have legitimate objectives in requesting such portfolio holdings information.

The Funds' policies and procedures provide that the Adviser's CCO may authorize disclosure of non-public portfolio holdings information to such parties at differing times and/or with different lag times. Prior to making any disclosure to a third party, the Adviser's CCO must determine that such disclosure serves a reasonable business purpose, is in the best

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interests of the Funds' shareholders and that to the extent conflicts between the interests of the Funds' shareholders and those of the Funds' Adviser, principal underwriter, or any affiliated person of the Funds exists, such conflicts are addressed. Portfolio holdings information may be disclosed no more frequently than monthly to ratings agencies, consultants and other qualified financial professionals or individuals. The disclosures will not be made sooner than three days after the date of the information. The Funds' Chief Compliance Officer will regularly review these arrangements and will make periodic reports to the Board regarding disclosure pursuant to such arrangements.

With the exception of disclosures to rating and ranking organizations as described above, the Funds require any third party receiving non-public holdings information to enter into a confidentiality agreement with the Adviser. The confidentiality agreement provides, among other things, that non-public portfolio holdings information will be kept confidential and that the recipient has a duty not to trade on the non-public information and will use such information solely to analyze and rank the Funds, or to perform due diligence and asset allocation, depending on the recipient of the information.

The Funds' policies and procedures prohibit any compensation or other consideration from being paid to or received by any party in connection with the disclosure of portfolio holdings information, including the Funds, the Adviser and its affiliates or recipients of the Funds' portfolio holdings information.

In addition, the Funds' service providers, such as the Custodian, Administrator and Transfer Agent, may receive portfolio holdings information as frequently as daily in connection with their services to the Funds. In addition to any contractual provisions relating to confidentiality of information that may be included in the service providers contract with the Trust, these arrangements impose obligations on the Funds' service providers that would prohibit them from disclosing or trading on the Funds' non-public information. Financial printers and pricing information vendors may receive portfolio holdings information, as necessary, in connection with their services to the Funds.

DESCRIPTION OF SHARES

The Declaration of Trust authorizes the issuance of an unlimited number of funds and shares of each fund, each of which represents an equal proportionate interest in that fund with each other share. Shares are entitled upon liquidation to a pro rata share in the net assets of the fund. Shareholders have no preemptive rights. The Declaration of Trust provides that the Trustees of the Trust may create additional series or class of shares. All consideration received by the Trust for shares of any additional funds and all assets in which such consideration is invested would belong to that fund and would be subject to the liabilities related thereto. Share certificates representing shares will not be issued. The Funds' shares, when issued, are fully paid and non-assessable.

LIMITATION OF TRUSTEES' LIABILITY

The Declaration of Trust provides that a Trustee shall be liable only for his or her own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee, and shall not be liable for errors of judgment or mistakes of fact or law. The Trustees shall not be responsible or liable in any event for any neglect or wrongdoing of any officer, agent, employee, investment adviser or principal underwriter of the Trust, nor shall any Trustee be responsible for the act or omission of any other Trustee. The Declaration of Trust also provides that the Trust shall indemnify each person who is, or has been, a Trustee, officer, employee or agent of the Trust, any person who is serving or has served at the Trust's request as a Trustee, officer, employee or agent of another organization in which the Trust has any interest as a shareholder, creditor or otherwise to the extent and in the manner provided in the By-Laws. However, nothing in the Declaration of Trust shall protect or indemnify a Trustee against any liability for his or her willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee. Nothing contained in this section attempts to disclaim a Trustee's individual liability in any manner inconsistent with the federal securities laws.

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PROXY VOTING

The Board has delegated responsibility for decisions regarding proxy voting for securities held by the Funds to the Adviser. The Adviser will vote such proxies in accordance with its proxy policies and procedures, which are included in Appendix B to this SAI.

The Trust is required to disclose annually the Funds' complete proxy voting records during the most recent 12-month period ended June 30 on Form N-PX. This voting record is available: (i) without charge, upon request, by calling 1-877-457-NPF3 (1-877-457-6733) and (ii) on the SEC's website at http://www.sec.gov.

CODES OF ETHICS

The Board on behalf of the Trust has adopted a Code of Ethics pursuant to Rule 17j-1 under the 1940 Act. In addition, the Adviser, the Administrator and the Distributor have adopted Codes of Ethics pursuant to Rule 17j-1. These Codes of Ethics apply to the personal investing activities of trustees, officers and certain employees ("Access Persons"). Rule 17j-1 and the Codes are designed to prevent unlawful practices in connection with the purchase or sale of securities by Access Persons. Under each Code of Ethics, Access Persons are permitted to engage in personal securities transactions, including in securities that may be purchased or held by the Funds, but are required to report their personal securities transactions for monitoring purposes. In addition, certain Access Persons are required to obtain approval before investing in IPOs or private placements or are prohibited from making such investments. Copies of these Codes of Ethics are on file with the SEC, and are available to the public.

5% AND 25% SHAREHOLDERS

Because the Funds have not commenced operations, as of the date of this SAI, the Funds do not have any beneficial owners to report.

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FINANCIAL STATMENTS

NorthPointe Small Cap Value Fund
NorthPointe Large Cap Value Fund
March 3, 2014
With Report of Independent Registered Public Accounting Firm

PWC

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of
The Advisors' Inner Circle Fund III and Shareholder of NorthPointe Small Cap Value Fund and
NorthPointe Large Cap Value Fund:

In our opinion, the accompanying statements of assets and liabilities present fairly, in all material respects, the financial position of NorthPointe Small Cap Value Fund and NorthPointe Large Cap Value Fund (two of the funds constituting Advisors' Inner Circle Fund III, hereafter referred to as the "Funds") at March 3, 2014, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Funds' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PRICEWATERHOUSECOOPERS LLP

March 17, 2014

PRICEWATERHOUSECOOPERS LLP, TWO COMMERCE SQUARE, SUITE 1700, 2001 MARKET STREET, PHILADELPHIA, PA 19103-7042
T: (267) 330-3000, F: (267) 330-3300, www.pwc.com/us

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NorthPointe Small Cap Value Fund

Statement of Assets and Liabilities

MARCH 3, 2014

ASSETS

Cash                                                                  $   50,000
Deferred offering costs                                                   26,810
                                                                      ----------
  Total assets                                                        $   76,810
                                                                      ==========
LIABILITIES
Offering costs payable                                                $   26,810
                                                                      ----------
  Total liabilities                                                   $   26,810
                                                                      ==========
NET ASSETS                                                            $   50,000
                                                                      ==========
NET ASSETS ARE COMPRISED OF:
Paid-in capital                                                       $   50,000
                                                                      ----------
NET ASSETS                                                            $   50,000
                                                                      ==========
Net assets
  Institutional class shares                                          $   50,000
                                                                      ==========
Shares outstanding
  Institutional class shares                                               5,000
                                                                      ==========
Net asset value per share
  Institutional class shares                                              $10.00
                                                                      ==========

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

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NorthPointe Large Cap Value Fund

Statement of Assets and Liabilities

MARCH 3, 2014

ASSETS

Cash                                                                  $   50,000
Deferred offering costs                                                   26,810
                                                                      ----------
  Total assets                                                        $   76,810
                                                                      ==========
LIABILITIES
Offering costs payable                                                $   26,810
                                                                      ----------
  Total liabilities                                                   $   26,810
                                                                      ==========
NET ASSETS                                                            $   50,000
                                                                      ==========
NET ASSETS ARE COMPRISED OF:
Paid-in capital                                                       $   50,000
                                                                      ----------
NET ASSETS                                                            $   50,000
                                                                      ==========
Net assets
  Institutional class shares                                          $   50,000
                                                                      ==========
Shares outstanding
  Institutional class shares                                               5,000
                                                                      ==========
Net asset value per share
  Institutional class shares                                              $10.00
                                                                      ==========

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

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NorthPointe Funds

Notes to Financial Statements

AS OF MARCH 3, 2014

1. ORGANIZATION

The Advisors' Inner Circle Fund III (the "Trust"), was organized on December 4, 2013 as a statutory trust under the laws of the Commonwealth of Delaware. The Trust is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment management company with two funds:
NorthPointe Small Cap Value Fund and NorthPointe Large Cap Value Fund (each a "Fund" and collectively, the "Funds"). The Funds are diversified for purposes of the 1940 Act. The Funds are registered to offer Institutional and Investor Class Shares. Statements of Operations, Statements of Changes in Net Assets and Financial Highlights are not disclosed within the financial statements, as the Funds have not commenced operations as of the date of the financial statements.

NorthPointe Capital, LLC serves as the Funds' investment adviser (the "Adviser"). The Adviser makes investment decisions for each Fund and continuously reviews, supervises and administers the investment program of each Fund, subject to the supervision of, and policies established by, the Trustees of the Trust. The Trust has had no operations to date other than matters relating to its organization and offering as an open-end management investment company under the 1940 Act. To date, the only capital contribution to the Trust and the Funds resulted in the issuance of 5,000 shares of beneficial interest ("Shares") of the Institutional Class Shares of the NorthPointe Small Cap Value Fund at an aggregate purchase price of $50,000 and issuance of 5,000 Shares of the Institutional Class Shares of the NorthPointe Large Cap Value Fund at an aggregate purchase price of $50,000 on March 3, 2014. An affiliated shareholder owns 100% of the outstanding Shares of the Funds.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following significant accounting policies, which are consistently followed in the preparation of the financial statements of the Trust, are in conformity with accounting principles generally accepted in the United States of America ("GAAP").

USE OF ESTIMATES

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in these financial statements. Actual results could differ from those estimates.

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NorthPointe Funds

Notes to Financial Statements

AS OF MARCH 3, 2014

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

VALUATION OF INVESTMENTS

The Trust generally uses market quotations and valuations provided by independent pricing services for the valuation of investment securities. If market prices are not readily available or the Adviser reasonably believes that they are unreliable, the Trust's valuation committee (the "Valuation Committee") will price those securities at fair value as determined in good faith using methods approved by the Board of Trustees (the "Board"). Examples of situations where the Adviser may determine that the market price of a security is unreliable include, but are not limited to: if a security or other asset or liability does not have a price source due to its lack of liquidity, if the Adviser believes a market quotation from a broker-dealer or other source is unreliable, or where the security or other asset or other liability is thinly traded. The Valuation Committee's determination of a security's fair value price often involves the consideration of a number of subjective factors, and is therefore subject to the unavoidable risk that the value that the Valuation Committee assigns to a security may be higher or lower than the security's value would be if a reliable market quotation for the security was readily available.

In accordance with the authoritative guidance on fair value measurements and disclosure under GAAP, the Funds disclose the fair value of their investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. The objective of a fair value measurement is to determine the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Accordingly, the fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are as follows: Level 1 -- Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2 -- Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar instruments in active markets, and inputs other than quoted prices that are observable for the asset or liability.

Level 3 -- Inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Funds' assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to the asset or liability.

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NorthPointe Funds

Notes to Financial Statements

AS OF MARCH 3, 2014

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Investments are classified within the level of the lowest significant input considered in determining fair value. Investments classified within Level 3 whose fair value measurement considers several inputs may include Level 1 or Level 2 inputs as components of the overall fair value measurement.

SECURITY TRANSACTIONS, DIVIDEND AND INVESTMENT INCOME

Security transactions are accounted for on trade date for financial reporting purposes. Costs used in determining realized gains and losses on the sales of investment securities are based on the specific identification method. Dividend income is recognized on the ex-dividend date; interest income is recognized on an accrual basis and includes the amortization of premiums and the accretion of discount.

EXPENSES

Expenses that are directly related to Funds are charged to the Funds. Other operating expenses of the Trust are prorated to the Funds based on the number of funds and/or relative net assets.

INVESTMENT TRANSACTIONS

Investment transactions are accounted for on the trade date, the date the order to buy or sell is executed. Amortization and accretion is calculated using the effective interest method over the holding period of the investment. Realized gains and losses are calculated on the identified cost basis.

ORGANIZATION AND OFFERING COSTS

All organizational expenses of the Trust will be borne by the Administrator and will not be subject to future recoupment. As a result, organizational expenses are not reflected in the statement of assets and liabilities. Offering costs are amortized for a period of twelve months upon inception of the Funds.

INCOME TAXES

The Funds intend to qualify as "regulated investment companies" under Sub-chapter M of the Internal Revenue Code of 1986, as amended. If so qualified, the Funds will not be subject to federal income tax to the extent they distribute substantially all of their net investment income and net capital gains to their shareholders.

The Funds evaluate tax positions taken or expected to be taken in the course of preparing the Funds' tax returns to determine whether it is "more-likely-than not" (i.e., greater than 50-percent) that each tax position will be sustained upon examination by a taxing authority based on the technical merits of the position. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year.

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NorthPointe Funds

Notes to Financial Statements

AS OF MARCH 3, 2014

3. AGREEMENTS

INVESTMENT ADVISORY AGREEMENT

The Trust and the Adviser have entered into an investment advisory agreement (the "Advisory Agreement"). Pursuant to the Advisory Agreement, Under the Advisory Agreement, the Adviser serves as the investment adviser and makes investment decisions for each Fund and continuously reviews, supervises and administers the investment program of each Fund, subject to the supervision of, and policies established by, the Trustees of the Trust.

For the services it provides to the Funds, the Adviser receives a fee, which is calculated daily and paid monthly at an annual rate of 0.75% of the NorthPointe Small Cap Value Fund's average daily net assets and 0.50% of the NorthPointe Large Cap Value Fund's average daily net assets.

The Adviser has contractually agreed to reduce its fees and/or reimburse expenses to the extent necessary to keep total annual Fund operating expenses (excluding interest, taxes, brokerage commissions, acquired fund fees and expenses and extraordinary expenses (collectively, "excluded expenses") from exceeding certain levels as follows ("Contractual Expense Limitation"): 1.25% for the Institutional Class of NorthPointe Small Cap Value Fund and 0.90% for the Institutional Class of NorthPointe Large Cap Value Fund until February 29, 2016. If at any point total annual Fund operating expenses (not including excluded expenses) are below the Contractual Expense Limitation, the Adviser may receive from the Funds the difference between the total annual Fund operating expenses (not including excluded expenses) and the Contractual Expense Limitation set forth above to recover all or a portion of its prior fee reductions or expense reimbursements made during the preceding 3-year period during which the agreement was in place. These fees are not charged until the Funds' commencement of operations.

ADMINISTRATOR, CUSTODIAN AND TRANSFER AGENT

SEI Investments Global Fund Services (the "Administrator") serves as the Funds' Administrator pursuant to an administration agreement under which the Administrator provides administrative and accounting services for an annual fee equal to 12 basis points on the first $500 million in assets; 10 basis points for assets between $500 million and $1 billion and 8 basis points for all assets in excess of $1 billion. The Funds are subject to a minimum annual administration fee of $110,000 per Fund. These fees are not charged until the Funds' commencement of operations.

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NorthPointe Funds

Notes to Financial Statements

AS OF MARCH 3, 2014

3. AGREEMENTS (CONTINUED)

Union Bank, N.A., (the "Custodian") serves as the Funds' Custodian pursuant to a custody agreement. DST Systems, Inc., (the "Transfer Agent") serves as the Funds' Transfer Agent pursuant to a transfer agency agreement.

DISTRIBUTION AGREEMENT

SEI Investments Distribution Co., a wholly-owned subsidiary of the Administrator (the "Distributor"), serves as the Funds' distributor pursuant to a distribution agreement.

4. RISKS

As with all mutual funds, a shareholder of the Funds is subject to the risk that his or her investment could lose money. The Funds are subject to the principal risks noted below, any of which may adversely affect the Funds' net asset value and ability to meet its investment objective.

EQUITY RISK -- Since they purchase equity securities, the Funds are subject to the risk that stock prices will fall over short or extended periods of time. Historically, the equity markets have moved in cycles, and the value of the Funds' equity securities may fluctuate drastically from day to day. Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. These factors contribute to price volatility, which is the principal risk of investing in the Funds.

SMALL-CAPITALIZATION COMPANY RISK -- The small-capitalization companies in which the Funds will invest may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, these small-sized companies may pose additional risks, including liquidity risk, because these companies tend to have limited product lines, markets and financial resources, and may depend upon a relatively small management group. Therefore, small-cap stocks may be more volatile than those of larger companies. These securities may be traded over-the-counter or listed on an exchange.

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NorthPointe Funds

Notes to Financial Statements

AS OF MARCH 3, 2014

4. RISKS (CONTINUED)

These risks will not necessarily affect the U.S. economy or similar issuers located in the U.S. In addition, investments in foreign companies are generally denominated in a foreign currency. As a result, changes in the value of those currencies compared to the U.S. dollar may affect (positively or negatively) the value of the Funds' investments. These currency movements may occur separately from, and in response to, events that do not otherwise affect the value of the security in the issuer's home country. Differences in tax and accounting standards and difficulties obtaining information about foreign companies can negatively affect investment decisions. The Funds' investments in foreign securities are also subject to the risk that the securities may be difficult to value and/or valued incorrectly. While Depositary Receipts provide an alternative to directly purchasing the underlying foreign securities in their respective national markets and currencies, investments in Depositary Receipts continue to be subject to many of the risks associated with investing directly in foreign securities.

FOREIGN CURRENCY RISK -- As a result of the Funds' investments in securities or other investments denominated in, and/or receiving revenues in, foreign currencies, the Funds will be subject to currency risk. Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar, in which case, the dollar value of an investment in the Funds would be adversely affected.

5. INDEMNIFICATIONS

In the normal course of business, the Funds enter into contracts that provide general indemnifications. The Funds' maximum exposure under these arrangements is dependent on future claims that may be made against the Funds and, therefore, cannot be established; however, based on experience, the risk of loss from such claims is considered remote.

6. SUBSEQUENT EVENTS

In preparing these financial statements, management has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were available to be issued. Management has determined that there are no material events, except as set forth above that would require disclosure in the Funds' financial statements through this date.

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APPENDIX A -- DESCRIPTION OF RATINGS

A-1

APPENDIX A

DESCRIPTION OF RATINGS

The following descriptions of securities ratings have been published by Moody's Investors Services, Inc. ("Moody's"), Standard & Poor's ("S&P"), and Fitch Ratings ("Fitch"), respectively.

DESCRIPTION OF MOODY'S GLOBAL RATING SCALES

Ratings assigned on Moody's global long-term and short-term rating scales are forward-looking opinions of the relative credit risks of financial obligations issued by non-financial corporates, financial institutions, structured finance vehicles, project finance vehicles, and public sector entities. Long-term ratings are assigned to issuers or obligations with an original maturity of one year or more and reflect both on the likelihood of a default on contractually promised payments and the expected financial loss suffered in the event of default. Short-term ratings are assigned to obligations with an original maturity of thirteen months or less and reflect the likelihood of a default on contractually promised payments.

DESCRIPTION OF MOODY'S LONG-TERM OBLIGATION RATINGS

Aaa Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.

Aa Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.

A Obligations rated A are considered upper-medium grade and are subject to low credit risk.

Baa Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics.

Ba Obligations rated Ba are judged to be speculative and are subject to substantial credit risk.

B Obligations rated B are considered speculative and are subject to high credit risk.

Caa Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk.

Ca Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.

C Obligations rated C are the lowest rated class and are typically in default, with little prospect for recovery of principal or interest.

NOTE: Moody's appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aaa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.

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HYBRID INDICATOR (HYB)

The hybrid indicator (hyb) is appended to all ratings of hybrid securities issued by banks, insurers, finance companies, and securities firms. By their terms, hybrid securities allow for the omission of scheduled dividends, interest, or principal payments, which can potentially result in impairment if such an omission occurs. Hybrid securities may also be subject to contractually allowable write-downs of principal that could result in impairment. Together with the hybrid indicator, the long-term obligation rating assigned to a hybrid security is an expression of the relative credit risk associated with that security.

DESCRIPTION OF SHORT-TERM OBLIGATION RATINGS

Moody's employs the following designations to indicate the relative repayment ability of rated issuers:

P-1 Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.

P-2 Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.

P-3 Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations.

NP Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.

DESCRIPTION OF MOODY'S US MUNICIPAL SHORT-TERM OBLIGATION RATINGS

The Municipal Investment Grade ("MIG") scale is used to rate US municipal bond anticipation notes of up to three years maturity. Municipal notes rated on the MIG scale may be secured by either pledged revenues or proceeds of a take-out financing received prior to note maturity. MIG ratings expire at the maturity of the obligation, and the issuer's long-term rating is only one consideration in assigning the MIG rating. MIG ratings are divided into three levels--MIG 1 through MIG 3--while speculative grade short-term obligations are designated SG.

MIG 1 This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.

MIG 2 This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.

MIG 3 This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established.

SG This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.

DESCRIPTION OF MOODY'S DEMAND OBLIGATION RATINGS

In the case of variable rate demand obligations ("VRDOs"), a two-component rating is assigned: a long or short-term debt rating and a demand obligation rating. The first element represents Moody's evaluation of

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risk associated with scheduled principal and interest payments. The second element represents Moody's evaluation of risk associated with the ability to receive purchase price upon demand ("demand feature"). The second element uses a rating from a variation of the MIG scale called the Variable Municipal Investment Grade ("VMIG") scale.

VMIG 1 This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

VMIG 2 This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

VMIG 3 This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

SG This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have an investment grade short-term rating or may lack the structural and/or legal protections necessary to ensure the timely payment of purchase price upon demand.

DESCRIPTION OF S&P'S ISSUE CREDIT RATINGS

An S&P's issue credit rating is a forward-looking opinion about the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations, or a specific financial program (including ratings on medium-term note programs and commercial paper programs). It takes into consideration the creditworthiness of guarantors, insurers, or other forms of credit enhancement on the obligation and takes into account the currency in which the obligation is denominated. The opinion reflects Standard & Poor's view of the obligor's capacity and willingness to meet its financial commitments as they come due, and may assess terms, such as collateral security and subordination, which could affect ultimate payment in the event of default.

Issue credit ratings can be either long-term or short-term. Short-term ratings are generally assigned to those obligations considered short-term in the relevant market. In the U.S., for example, that means obligations with an original maturity of no more than 365 days--including commercial paper. Short-term ratings are also used to indicate the creditworthiness of an obligor with respect to put features on long-term obligations. The result is a dual rating, in which the short-term rating addresses the put feature, in addition to the usual long-term rating. Medium-term notes are assigned long-term ratings.

Issue credit ratings are based, in varying degrees, on Standard & Poor's analysis of the following considerations:

o Likelihood of payment--capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation;

o Nature of and provisions of the obligation;

o Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors' rights.

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LONG-TERM ISSUE CREDIT RATINGSo

AAA An obligation rated 'AAA' has the highest rating assigned by S&P. The obligor's capacity to meet its financial commitment on the obligation is extremely strong.

AA An obligation rated 'AA' differs from the highest-rated obligations only to a small degree. The obligor's capacity to meet its financial commitment on the obligation is very strong

A An obligation rated 'A' is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor's capacity to meet its financial commitment on the obligation is still strong.

BBB An obligation rated 'BBB' exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

BB; B; CCC; CC; AND C Obligations rated 'BB', 'B', 'CCC', 'CC', and 'C' are regarded as having significant speculative characteristics. 'BB' indicates the least degree of speculation and 'C' the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.

BB An obligation rated 'BB' is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor's inadequate capacity to meet its financial commitment on the obligation.

B An obligation rated 'B' is more vulnerable to nonpayment than obligations rated 'BB', but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor's capacity or willingness to meet its financial commitment on the obligation.

CCC An obligation rated 'CCC' is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.

CC An obligation rated 'CC' is currently highly vulnerable to nonpayment.

C A 'C' rating is assigned to obligations that are currently highly vulnerable to nonpayment, obligations

that have payment arrearages allowed by the terms of the documents, or obligations of an issuer that is the subject of a bankruptcy petition or similar action which have not experienced a payment default. Among others, the 'C' rating may be assigned to subordinated debt, preferred stock or other obligations on which cash payments have been suspended in accordance with the instrument's terms or when preferred stock is the subject of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.

D An obligation rated 'D' is in payment default. The 'D' rating category is used when payments on an obligation are not made on the date due, unless Standard & Poor's believes that such payments will be made within five business days, irrespective of any grace period. The 'D' rating also will be used upon the

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filing of a bankruptcy petition or the taking of similar action if payments on an obligation are jeopardized. An obligation's rating is lowered to 'D' upon completion of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.

NR This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that Standard & Poor's does not rate a particular obligation as a matter of policy.

o The ratings from 'AA' to 'CCC' may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.

SHORT-TERM ISSUE CREDIT RATINGS

A-1 A short-term obligation rated 'A-1' is rated in the highest category by S&P. The obligor's capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor's capacity to meet its financial commitment on these obligations is extremely strong.

A-2 A short-term obligation rated 'A-2' is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor's capacity to meet its financial commitment on the obligation is satisfactory.

A-3 A short-term obligation rated 'A-3' exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

B A short-term obligation rated 'B' is regarded as vulnerable and has significant speculative characteristics. The obligor currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties which could lead to the obligor's inadequate capacity to meet its financial commitments.

C A short-term obligation rated 'C' is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation.

D A short-term obligation rated 'D' is in payment default. The 'D' rating category is used when payments on an obligation are not made on the date due, unless S&P believes that such payments will be made within any stated grace period. However, any stated grace period longer than five business days will be treated as five business days. The 'D' rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.

DESCRIPTION OF S&P'S MUNICIPAL SHORT-TERM NOTE RATINGS

An S&P's U.S. municipal note rating reflects S&P's opinion about the liquidity factors and market access risks unique to the notes. Notes due in three years or less will likely receive a note rating. Notes with an original maturity of more than three years will most likely receive a long-term debt rating. In determining which type of rating, if any, to assign, Standard & Poor's analysis will review the following considerations:

o Amortization schedule--the larger the final maturity relative to other maturities, the more likely it will be treated as a note; and

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o Source of payment--the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note.

S&P's municipal short-term note rating symbols are as follows:

SP-1 Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.

SP-2 Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.

SP-3 Speculative capacity to pay principal and interest.

DESCRIPTION OF FITCH'S CREDIT RATINGS SCALES

Fitch's credit ratings provide an opinion on the relative ability of an entity to meet financial commitments, such as interest, preferred dividends, repayment of principal, insurance claims or counterparty obligations. Credit ratings are used by investors as indications of the likelihood of receiving the money owed to them in accordance with the terms on which they invested.

The terms "investment grade" and "speculative grade" have established themselves over time as shorthand to describe the categories 'AAA' to 'BBB' (investment grade) and 'BB' to 'D' (speculative grade). The terms "investment grade" and "speculative grade" are market conventions, and do not imply any recommendation or endorsement of a specific security for investment purposes. "Investment grade" categories indicate relatively low to moderate credit risk, while ratings in the "speculative" categories either signal a higher level of credit risk or that a default has already occurred.

Fitch's credit ratings do not directly address any risk other than credit risk. In particular, ratings do not deal with the risk of a market value loss on a rated security due to changes in interest rates, liquidity and other market considerations. However, in terms of payment obligation on the rated liability, market risk may be considered to the extent that it influences the ABILITY of an issuer to pay upon a commitment. Ratings nonetheless do not reflect market risk to the extent that they influence the size or other conditionality of the OBLIGATION to pay upon a commitment (for example, in the case of index-linked bonds).

In the default components of ratings assigned to individual obligations or instruments, the agency typically rates to the likelihood of nonpayment or default in accordance with the terms of that instrument's documentation. In limited cases, Fitch may include additional considerations (I.E., rate to a higher or lower standard than that implied in the obligation's documentation). In such cases, the agency will make clear the assumptions underlying the agency's opinion in the accompanying rating commentary.

DESCRIPTION OF FITCH'S LONG-TERM CORPORATE FINANCE OBLIGATIONS RATING SCALES

Fitch long-term obligations rating scales are as follows:

AAA Highest credit quality. 'AAA' ratings denote the lowest expectation of credit risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.

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AA Very high credit quality. 'AA' ratings denote expectations of very low credit risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.

A High credit quality. 'A' ratings denote expectations of low credit risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.

BBB Good credit quality. 'BBB' ratings indicate that expectations of credit risk are currently low. The capacity for payment of financial commitments is considered adequate but adverse business or economic conditions are more likely to impair this capacity.

BB Speculative. 'BB' ratings indicate an elevated vulnerability to credit risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial alternatives may be available to allow financial commitments to be met.

B Highly speculative. 'B' ratings indicate that material credit risk is present.

CCC 'CCC' ratings indicate that substantial credit risk is present.

CC 'CC' ratings indicate very high levels of credit risk.

C 'C' ratings indicate exceptionally high levels of credit risk.

NR This designation is used to denote securities not rated by Fitch where Fitch has rated some, but not all, securities comprising an issuance capital structure.

WD This designation indicates that the rating has been withdrawn and the issue or issuer is no longer rated by Fitch.

NOTE: The modifiers "+" or "-" may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the 'AAA' obligation rating category, or to corporate finance obligation ratings in the categories below 'B'.

DESCRIPTION OF FITCH'S SHORT-TERM RATINGS

A short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity or security stream and relates to the capacity to meet financial obligations in accordance with the documentation governing the relevant obligation. Short-Term Ratings are assigned to obligations whose initial maturity is viewed as "short term" based on market convention. Typically, this means up to 13 months for corporate, sovereign, and structured obligations and up to 36 months for obligations in U.S. public finance markets.

Fitch's short-term ratings are as follows:

F1 Highest short-term credit quality. Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added "+" to denote any exceptionally strong credit feature.

F2 Good short-term credit quality. Good intrinsic capacity for timely payment of financial commitments.

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F3 Fair short-term credit quality. The intrinsic capacity for timely payment of financial commitments is adequate.

B Speculative short-term credit quality. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions.

C High short-term default risk. Default is a real possibility.

RD Restricted default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Applicable to entity ratings only.

D Default. Indicates a broad-based default event for an entity, or the default of a short-term obligation.

NR This designation is used to denote securities not rated by Fitch where Fitch has rated some, but not all, securities comprising an issuance capital structure.

WD This designation indicates that the rating has been withdrawn and the issue or issuer is no longer rated by Fitch.

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APPENDIX B --PROXY VOTING POLICIES AND PROCEDURES

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PROXY VOTING GUIDELINES

I. INTRODUCTION

These guidelines describe how the Firm discharges its fiduciary duty to vote proxies that are received in connection with Clients' underlying portfolio securities.

These Proxy Voting Guidelines reflect the general belief that proxies should be voted in a manner that serves the BEST ECONOMIC INTERESTS of the Firm's clients (to the extent, if any, that the economic interests of a Firm client are affected by the proxy).

Pursuant to these Proxy Voting Guidelines, the Firm shall vote proxies on behalf of any client who so designates.

II. HOW PROXIES ARE VOTED

PROXY VOTING ADMINISTRATION THROUGH THE INSTITUTIONAL SHAREHOLDER SERVICES
SYSTEM.

The Firm utilizes Institutional Shareholder Services ("ISS") for the administration of proxy voting through the Internet-based proxy voting system operated by ISS.

Accordingly, EXCEPT as described below, ISS:

a. processes all proxies received in connection with underlying portfolio securities held by Clients;

b. votes proxies in accordance with the guidelines adopted by the Firm or in accordance with specific guidelines adopted by the Client; and

c. maintains appropriate records of proxy voting that are easily-accessible by appropriate authorized persons of the Firm.

For all clients for whom the Firm votes proxies, each Client's custodian forwards all proxy statements received on behalf of the Client directly to ISS. The Firm updates the Client list with ISS as changes in our list of clients occurs. ISS shall perform a weekly reconciliation of proxies expected versus those received, which shall be reviewed by the CCO and the DOO.

When the ISS Proxy Voting Guidelines do NOT cover a specific proxy issue, and ISS does NOT provide a recommendation: (i) ISS shall notify the Firm; and (ii) the Firm shall use the Firm's best judgment in voting proxies on behalf of Clients. Memoranda shall be maintained documenting the rationale for and actual vote in these instances. In the event the Firm determines that it will vote for particular ballot issues in a manner different than ISS, memoranda shall be maintained documenting the rationale for and actual vote in these instances as well.

In accordance with these Proxy Voting Guidelines, the Firm, through ISS, and as otherwise set forth in these guidelines, shall attempt to process every vote for all domestic and foreign proxies that the Firm receives.

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FOREIGN PROXIES. There are situations, however, in which the Firm cannot process a proxy in connection with a foreign security (hereinafter, "foreign proxies"). For example, the Firm will not process a foreign proxy:

a. if the cost of voting a foreign proxy outweighs the benefit of voting the foreign proxy;

b. when the Firm has not been given enough time to process the vote; or

c. when a sell order for the foreign security is outstanding and, in the particular foreign country, proxy voting would impede the sale of the foreign security.

MONITORING THE ISS PROXY VOTING GUIDELINES. The Firm monitors proxy voting through review of dissemination to clients of proxy voting results. Additionally, overrides of votes are to be handled by the CCO (with consultation from appropriate PM's).

The ISS Proxy Voting Guidelines shall be reviewed on a YEARLY basis to determine whether these guidelines continue to be consistent with the Firm's views on the various types of proposals covered by the ISS Proxy Voting Guidelines. The ISS Proxy Voting Guidelines usually are reviewed during the first quarter of the calendar year before the beginning of "proxy voting season" and also shall be reviewed upon notification from ISS of any material changes.

When reviewing the ISS Proxy Voting Guidelines, the Firm considers whether these guidelines are designed to vote proxies in a manner consistent with the goal of voting in the best interests of Clients. The Firm also shall review both these Proxy Voting Guidelines and the ISS Proxy Voting Guidelines to make certain that each set of these guidelines complies with any new rules promulgated by, or interpretations issued by, the SEC or other relevant regulatory policies.

III. CONFLICTS OF INTEREST

With respect to conflicts of interest, the Firm does not engage in investment banking, administration or management of corporate retirement plans, or any other activity that would create a potential conflict of interest between Clients and the Firm regarding a proxy vote. However, it is possible that the Firm may manage assets for publicly held clients, and the Firm may invest in the public securities of that client.

Nevertheless, if a proxy proposal were to create a conflict of interest between the interests of a Client and those of the Firm, the proxy WILL be voted in accordance with the Client specific guidelines on the account or if no Client guidelines apply, strictly in conformity with the recommendation of ISS.

To monitor compliance with these procedures, any proposed or actual deviation from a recommendation of ISS must be reported to the Chief Compliance Officer for the Firm. The Chief Compliance Officer for the Firm then would provide guidance concerning the proposed deviation and whether this deviation presents any potential conflict of interest.

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IV. PROXY VOTING FOR SECURITIES
    INVOLVED IN SECURITIES LENDING

Many Clients participate in securities lending programs. Under most securities lending arrangements, proxies received in connection with the securities on loan may not be voted by the lender (unless the loan is recalled) (I.E., proxy voting rights during the lending period generally are transferred to the borrower). The Firm believes that each Client has the right to determine whether participating in a securities lending program enhances returns. If a Client has determined to participate in a securities lending program, the Firm, therefore, shall cooperate with the Client's determination that securities lending is beneficial to the Client's account and shall NOT attempt to seek recalls for the purpose of voting proxies. Consequently, it is the Firm's policy that, in the event that the Firm manages an account for a Client that employs a securities lending program, the Firm generally will NOT seek to vote proxies relating to the securities on loan.

V. RECORDKEEPING & REPORTING

The Firm shall keep and maintain the following records and other items:

i. the Proxy Voting Guidelines;

ii. the ISS Proxy Voting Guidelines;

iii. the Other Client Subadvised Proxy Voting Guidelines;

iv. proxy statements received regarding underlying portfolio securities held by Clients (received through ISS, with either hard copies held by ISS or electronic filings from the SEC's EDGAR system);

v. records of votes cast on behalf of Clients (through ISS);

vi. Client written requests for information as to how the Firm voted proxies for said Client;

vii. any Firm written responses to an oral or written request from a Client for information as to how the Firm voted proxies for the Client; and

viii. any documents prepared by the Firm that were material to making a decision as to how to vote proxies or that memorialized the basis for the voting decision.

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These records and other items shall be maintained in accordance with SEC guidelines -- EXCEPT for those records that shall be maintained by ISS and electronic filings that are available on the SEC's EDGAR system.

Clients shall be instructed to contact their client services representative in order to obtain information as to how the proxies for their accounts were voted.

The Firm shall provide Clients, upon request, with a representation and/or appropriate report regarding proxy voting and any material changes to the proxy voting guidelines.

The Firm will assist any registered investment companies for which it serves as advisor with the necessary data to be filed by that RIC with the SEC on Form N-PX as required by SEC Rules and Regulations.

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PART C: OTHER INFORMATION

ITEM 28. EXHIBITS:

(a)(1) The Advisors' Inner Circle Fund III's (the "Registrant") Certificate of Trust, dated December 4, 2013, is incorporated herein by reference to Exhibit
(a)(1) of the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the U.S. Securities Exchange Commission (the "SEC") via EDGAR Accession No. 0001135428-13-000669 on December 13, 2013.

(a)(2) The Registrant's Agreement and Declaration of Trust, dated December 4, 2013, is incorporated herein by reference to Exhibit (a)(2) of the Registrant's Registration Statement on Form N-1A (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-13-000669 on December 13, 2013.

(b) Registrant's By-Laws, dated February 12, 2014, are incorporated herein by reference to Exhibit (b) of the Registrant's Pre-Effective Amendment No. 1 (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-14-000079 on February 20, 2014.

(d)(1) Investment Advisory Agreement, dated February 19, 2014, between the Registrant and NorthPointe Capital LLC, relating to the NorthPointe Family of Funds, is filed herewith.

(d)(2) Expense Limitation Agreement, dated February 19, 2014, between the Registrant and NorthPointe Capital LLC, relating to the NorthPointe Family of Funds, is filed herewith.

(e) Distribution Agreement, dated February 12, 2014, between the Registrant and SEI Investments Distribution Co., is filed herewith.

(f) Not Applicable.

(g) Custodian Agreement, dated February 19, 2014, between the Registrant and Union Bank, N.A., is filed herewith.

(h)(1) Administration Agreement, dated February 12, 2014, between the Registrant and SEI Investments Global Funds Services, is filed herewith.

(h)(2) Schedule dated March 14, 2014 to the Administration Agreement dated as of February 12, 2014, between the Registrant and NorthPointe Capital, LLC, is filed herewith.

(h)(3) Shareholder Services Plan, dated February 12, 2014, relating to the NorthPointe Family of Funds, is incorporated herein by reference to Exhibit
(h)(2) of the Registrant's Pre-Effective Amendment No. 1 (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-14-000079 on February 20, 2014.

(h)(4) Transfer Agency Agreement, dated March 12, 2014, between the Registrant and DST Systems, Inc., is filed herewith.

(i) Opinion and Consent of Counsel, Morgan, Lewis and Bockius, LLP, relating to the NorthPointe Micro Cap Equity Fund, NorthPointe Small Cap Growth Fund, NorthPointe Small Cap Value Fund and NorthPointe Large Cap Value Fund, is filed herewith.

(j) Consent of independent registered public accounting firm, PricewaterhouseCoopers LLP, is filed herewith.

(k) Not Applicable.

(l) Initial Capital Agreement, dated March 4, 2014, is filed herewith.

(m) Not Applicable.

(n) Rule 18f-3 Multiple Class Plan, dated February 12, 2014, including Schedules and Certificates of Class Designation thereto, is incorporated herein by reference to Exhibit (n) of the Registrant's Pre-Effective Amendment No. 1 (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-14-000079 on February 20, 2014.

(o) Not Applicable.

(p)(1) Registrant's Code of Ethics, is incorporated herein by reference to Exhibit (p)(1) of the Registrant's Pre-Effective Amendment No. 1 (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-14-000079 on February 20, 2014.

(p)(2) SEI Investments Distribution Co. Code of Ethics, dated September 20, 2013, is incorporated herein by reference to Exhibit (p)(2) of the Registrant's Pre-Effective Amendment No. 1 (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-14-000079 on February 20, 2014.

(p)(3) SEI Investments Global Funds Services Code of Ethics, dated December 2013, is incorporated herein by reference to Exhibit (p)(3) of the Registrant's Pre-Effective Amendment No. 1 (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-14-000079 on February 20, 2014.

(p)(4) NorthPointe Capital, LLC Code of Ethics, dated March 2013, is incorporated herein by reference to Exhibit (p)(4) of the Registrant's Pre-Effective Amendment No. 1 (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-14-000079 on February 20, 2014.

(q) Powers of Attorney, each dated February 12, 2014, for Michael Beattie, Michael Lawson, William M. Doran, Jon C. Hunt, Thomas P. Lemke and Randall S. Yanker, are incorporated herein by reference to Exhibit (q) of the Registrant's Pre-Effective Amendment No. 1 (File No. 333-192858), filed with the SEC via EDGAR Accession No. 0001135428-14-000079 on February 20, 2014.

ITEM 29. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT:

Not Applicable.

ITEM 30. INDEMNIFICATION:

A Trustee, when acting in such capacity, shall not be personally liable to any Person, other than the Trust or a Shareholder to the extent provided in Article VII of the Trust's Agreement and Declaration of Trust, for any act, omission or obligation of the Trust, of such Trustee, or of any other Trustee. A Trustee shall be liable to the Trust and to any Shareholder solely for his or her own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee, and shall not be liable for errors of judgment or mistakes of fact or law. The Trustees shall not be responsible or

liable in any event for any neglect or wrong-doing of any officer, agent, employee, investment adviser or principal underwriter of the Trust, nor shall any Trustee be responsible for the act or omission of any other Trustee. The Trust shall indemnify each Person who is, or has been, a Trustee, officer, employee or agent of the Trust, any Person who is serving or has served at the Trust's request as a Trustee, officer, trustee, employee or agent of another organization in which the Trust has any interest as a shareholder, creditor or otherwise to the extent and in the manner provided in the Trust's By-Laws.

All persons extending credit to, contracting with or having any claim against the Trust or the Trustees shall look only to the assets of the appropriate Series, or, if the Trustees have yet to establish Series, of the Trust for payment under such credit, contract or claim; and neither the Trustees nor the Shareholders, nor any of the Trust's officers, employees or agents, whether past, present or future, shall be personally liable therefor.

Every note, bond, contract, instrument, certificate or undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or Trustees by any of them in connection with the Trust shall conclusively be deemed to have been executed or done only in or with respect to his or their capacity as Trustee or Trustees, and such Trustee or Trustees shall not be personally liable thereon. At the Trustees' discretion, any note, bond, contract, instrument, certificate or undertaking made or issued by the Trustees or by any officer or officers may give notice that the Certificate of Trust is on file in the Office of the Secretary of State of the State of Delaware and that a limitation on the liability of each Series exists and such note, bond, contract, instrument, certificate or undertaking may, if the Trustees so determine, recite that the same was executed or made on behalf of the Trust or by a Trustee or Trustees in such capacity and not individually or by an officer or officers in such capacity and not individually and that the obligations of such instrument are not binding upon any of them or the Shareholders individually but are binding only on the assets and property of the Trust or a Series thereof, and may contain such further recital as such Person or Persons may deem appropriate. The omission of any such notice or recital shall in no way operate to bind any Trustees, officers or Shareholders individually.

Insofar as indemnification for liability arising under the Securities Act of 1933 (the "1933 Act") may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

ITEM 31. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISERS:

The following lists any other business, profession, vocation or employment of a substantial nature in which each investment adviser (including sub-advisers), and each director, officer or partner of that investment adviser (or sub-adviser), is or has been engaged within the last two fiscal years for his or her own account or in the capacity of director, officer, employee, partner, or trustee. Unless noted below, none of the investment advisers (or sub-advisers) and/or directors, officers or partners of each investment adviser (or sub-adviser) is or has been engaged within the last two fiscal years in any other business, profession, vocation or employment of a substantial nature for his or her own account or in the capacity of director, officer, employee, partner or trustee.

NORTHPOINTE CAPITAL, LLC

NorthPointe Capital, LLC ("NorthPointe") serves as the investment adviser for the Registrant's NorthPointe Small Cap Growth Fund, NorthPointe Small Cap Value Fund, NorthPointe Large Cap Value Fund and NorthPointe Micro Cap Equity Fund. The principal address of NorthPointe is 101 West Big Beaver Road, Suite 745, Troy, Michigan 48084. NorthPointe is an investment adviser registered under the Investment Advisers Act of 1940, as amended. The information listed below is for the fiscal years ended October 31, 2012 and 2013.

-----------------------------------------------------------------------------------------------------------
NAME AND POSITION               NAME AND PRINCIPAL                     CONNECTION WITH
WITH INVESTMENT                 BUSINESS ADDRESS OF                    OTHER COMPANY
ADVISER                         OTHER COMPANY
-----------------------------------------------------------------------------------------------------------
Jeffrey Petherick, Partner      BlackLight Power, Inc.                 Member of Board of Directors
                                493 Old Trenton Rd.                    (non-public company)
                                Cranbury, NJ 08512
                                ---------------------------------------------------------------------------
                                Albion College                         Board of Trustees
                                611 E Porter St
                                Albion, MI 49224
-----------------------------------------------------------------------------------------------------------
Terry Gardner, CFO              University of Detroit Jesuit High      Investment Committee
                                School
                                8400 S Cambridge Ave
                                Detroit, Michigan 48221
                                ---------------------------------------------------------------------------
                                Children's Hospital of Michigan        Finance Committee
                                Foundation
                                3901 Beaubien
                                Detroit, MI 48201
-----------------------------------------------------------------------------------------------------------

ITEM 32. PRINCIPAL UNDERWRITERS

(a) Furnish the name of each investment company (other than the Registrant) for which each principal underwriter currently distributing the securities of the Registrant also acts as a principal underwriter, distributor or investment adviser.

The Registrant's distributor, SEI Investments Distribution Co. (the "Distributor"), acts as distributor for:

SEI Daily Income Trust                                       July 15, 1982
SEI Liquid Asset Trust                                        November 29, 1982
SEI Tax Exempt Trust                                          December 3, 1982
SEI Institutional Managed Trust                               January 22, 1987
SEI Institutional International Trust                         August 30, 1988
The Advisors' Inner Circle Fund                               November 14, 1991
The Advisors' Inner Circle Fund II                            January 28, 1993
Bishop Street Funds                                           January 27, 1995
SEI Asset Allocation Trust                                    April 1, 1996
SEI Institutional Investments Trust                           June 14, 1996
City National Rochdale Funds (f/k/a CNI Charter Funds)        April 1, 1999
Causeway Capital Management Trust                             September 20, 2001
ProShares Trust                                               November 14, 2005
Community Capital Trust (f/k/a Community Reinvestment Act

Qualified Investment Fund)                                    January 8, 2007
TD Asset Management USA Funds                                 July 25, 2007
SEI Structured Credit Fund, LP                                July 31, 2007
Wilshire Mutual Funds, Inc.                                   July 12, 2008
Wilshire Variable Insurance Trust                             July 12, 2008
Global X Funds                                                October 24, 2008
ProShares Trust II                                            November 17, 2008
Exchange Traded Concepts Trust (f/k/a FaithShares Trust)      August 7, 2009
Schwab Strategic Trust                                        October 12, 2009
RiverPark Funds                                               September 8, 2010
Adviser Managed Trust Fund                                    December 10, 2010
Huntington Strategy Shares                                    July 26, 2011
New Covenant Funds                                            March 23, 2012
Cambria ETF Trust                                             August 30, 2012
Highland Funds I (f/k/a Pyxis Funds I)                        September 25, 2012
KraneShares Trust                                             December 18, 2012
LocalShares Investment Trust                                  May 6, 2013
SEI Insurance Products Trust                                  September 10, 2013
KP Funds                                                      September 19, 2013

The Distributor provides numerous financial services to investment managers, pension plan sponsors, and bank trust departments. These services include portfolio evaluation, performance measurement and consulting services ("Funds Evaluation") and automated execution, clearing and settlement of securities transactions ("MarketLink").

(b) Furnish the Information required by the following table with respect to each director, officer or partner of each principal underwriter named in the answer to Item 25 of Part B. Unless otherwise noted, the business address of each director or officer is One Freedom Valley Drive, Oaks, PA 19456.

POSITION AND OFFICE POSITIONS AND OFFICES
NAME WITH UNDERWRITER WITH REGISTRANT
------------------------------------------------------------------------------------------------------------------------------------
William M. Doran Director Trustee
Edward D. Loughlin Director --
Wayne M. Withrow Director --
Kevin P. Barr President & Chief Executive Officer --
Maxine J. Chou Chief Financial Officer, Chief Operations Officer,
& Treasurer --
Karen E. LaTourette Chief Compliance Officer, Anti-Money Laundering
Officer & Assistant Secretary --
John C. Munch General Counsel & Secretary --
Mark J. Held Senior Vice President --
Lori L. White Vice President & Assistant Secretary --
John P. Coary Vice President & Assistant Secretary --
John J. Cronin Vice President --
Robert M. Silvestri Vice President --

ITEM 33. LOCATION OF ACCOUNTS AND RECORDS:

Books or other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder, are maintained as follows:

(a) With respect to Rules 31a-1(a); 31a-1(b)(1); (2)(a) and (b); (3); (6); (8);
(12); and 31a-1(d), the required books and records are maintained at the offices of the Registrant's custodians:

Union Bank, National Association
475 Sansome Street
15th Floor
San Francisco, California 94111

(b) With respect to Rules 31a-1(a); 31a-1(b)(1), (4); (2)(C) and (D); (4); (5);
(6); (8); (9); (10); (11); and 31a-1(f), the required books and records are maintained at the offices of the Registrant's administrator:

SEI Investment Global Funds Services
One Freedom Valley Drive
Oaks, Pennsylvania 19456

(c) With respect to Rules 31a-1(b)(5), (6), (9) and (10) and 31a-1(f), the required books and records are maintained at the principal offices of the Registrant's advisers:

NorthPointe Capital, LLC
101 West Big Beaver Road
Suite 745
Troy, Michigan 48084

ITEM 34. MANAGEMENT SERVICES:

None.

ITEM 35. UNDERTAKINGS:

Not Applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Pre-Effective Amendment No. 2 to its Registration Statement on Form N-1A to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oaks, Commonwealth of Pennsylvania on the 18th day of March, 2014.

THE ADVISORS' INNER CIRCLE FUND III

By:               *
     ------------------------------
     Michael Beattie
     President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Pre-Effective Amendment No. 2 to the Registration Statement on Form N-1A has been signed below by the following persons in the capacities and on the date(s) indicated.

     *                         Trustee                         March 18, 2014
-------------------
William M. Doran

     *                         Trustee                         March 18, 2014
-------------------
Jon C. Hunt

     *                         Trustee                         March 18, 2014
-------------------
Thomas P. Lemke

     *                         Trustee                         March 18, 2014
-------------------
Randall S. Yanker

     *                         President                       March 18, 2014
-------------------
Michael Beattie

     *                         Treasurer, Controller &         March 18, 2014
-------------------            Chief Financial Officer
Michael Lawson


* By: /S/ Dianne M. Descoteaux
      ------------------------

Dianne M. Descoteaux, pursuant to Powers of Attorney dated February 12, 2014, incorporated herein by reference to Exhibit (q) of Registrant's Pre-Effective Amendment No. 1 filed on February 20, 2014.

EXHIBIT INDEX

EXHIBIT      DESCRIPTION

(d)(1)       Investment Advisory Agreement, dated February 19, 2014, between the
             Registrant and NorthPointe Capital LLC, relating to the NorthPointe Family of
             Funds
(d)(2)       Expense Limitation Agreement, dated February 19, 2014, between the
             Registrant and NorthPointe Capital LLC, relating to the NorthPointe Family of
             Funds
(e)          Distribution Agreement, dated February 12, 2014, between the Registrant and
             SEI Investments Distribution Co.
(g)          Custodian Agreement, dated February 12, 2014, between the Registrant and
             Union Bank, N.A.
(h)(1)       Administration Agreement, dated February 12, 2014, between the Registrant
             and SEI Investments Global Funds Services
(h)(2)       Schedule dated March 14, 2014 to the Administration Agreement dated as of
             February 12, 2014, between the Registrant and NorthPointe Capital, LLC
(h)(4)       Transfer Agency Agreement, dated March 12, 2014, between the Registrant and DST
             Systems, Inc.
(i)          Opinion and Consent of Counsel, Morgan, Lewis and Bockius, LLP, relating to
             the NorthPointe Micro Cap Equity Fund, NorthPointe Small Cap Growth
             Fund, NorthPointe Small Cap Value Fund and NorthPointe Large Cap Value
             Fund
(j)          Consent of independent registered public accounting firm,
             PricewaterhouseCoopers LLP
(l)          Initial Capital Agreement, dated March 4, 2014

INVESTMENT ADVISORY AGREEMENT

INVESTMENT ADVISORY AGREEMENT (the "Agreement") made as of this 19TH day of February, 2014 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 NORTHPOINTE CAPITAL LLC (the "Adviser"), a Delaware limited liability company with its principal place of business at 101 West Big Beaver Road, Suite 745, Troy, Michigan 48084.

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 such 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 such 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 such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds with investment research, advice and supervision and shall furnish continuously an investment program for the Funds, consistent with the respective investment objectives and policies of each Fund. The Adviser shall determine, from time to time, what securities shall be purchased for the Funds, what securities shall be held or sold by the Funds and what portion of the Funds' assets shall be held uninvested in cash, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and its 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 Funds, as each of the same shall be from time to time in effect. To carry out such obligations, the Adviser shall exercise full discretion and act for the Funds in the same manner and with the same force and effect as the Funds themselves 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 such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund's investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund's assets or to otherwise exercise its right to control the overall management of a Fund.

(b) 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 and regulations that relate to the services and relationships described hereunder and to the conduct of its 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 policies,

guidelines, instructions and procedures approved by the Board and provided to the Adviser. In selecting each 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 it reasonably believes are adequate to ensure its compliance with the foregoing. No supervisory activity undertaken by the Board shall limit the Adviser's full responsibility for any of the foregoing.

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

(d) 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 its 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 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 Funds) relating to its responsibilities provided hereunder with respect to the Funds, and shall preserve such records for the periods and in a manner prescribed therefore by Rule 31a-2 under the 1940 Act (the "Fund Books and Records"). The Fund Books and Records shall be available to the Board at any time upon request, shall be delivered to the Trust upon the termination of this Agreement and shall be available without delay during any day the Trust is open for business.

(e) HOLDINGS INFORMATION AND PRICING. The Adviser shall provide regular reports regarding Fund holdings, and may, on its own initiative, furnish the Trust and its 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, its 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 the Fund net asset value in accordance with procedures and methods established by the Board.

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

2. CODE OF ETHICS. The Adviser has adopted a written code of ethics that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act, which it has provided to the Trust. The Adviser shall ensure that its Access Persons (as 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 a (i) copy of the Adviser's current Code of Ethics, as in effect from time to time, and (ii) certification that it has adopted procedures reasonably necessary to prevent Access Persons from engaging in any conduct prohibited by the Adviser's Code of Ethics. Annually, the Adviser shall furnish a written report, which complies with the requirements of Rule 17j-1, concerning the Adviser's Code of Ethics to the Trust's Board. 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 immediately notify the Trust of any material violation of the Code, whether or not such violation relates to a security held by any Fund.

3. INFORMATION AND REPORTING. The Adviser shall provide the Trust and its respective officers with such periodic reports concerning the obligations the Adviser has assumed under this Agreement as the Trust may from time to time reasonably request.

(a) NOTIFICATION OF BREACH / COMPLIANCE REPORTS. The Adviser shall notify the Trust's chief compliance officer immediately upon detection of
(i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds' or the Adviser's policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund's compliance with its 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 such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Sarbanes-Oxley Act. The Adviser will promptly notify the Trust in the event (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 defined in the 1940 Act) has occurred or is otherwise proposed to occur.

(b) BOARD AND FILINGS INFORMATION. The Adviser will also provide the Trust with any information reasonably requested regarding its management of the Funds required for any meeting of the Board, or for any shareholder report, Form N-CSR, Form N-Q, Form N-PX, Form N-SAR, amended registration statement, proxy statement, or prospectus supplement to be filed by the Trust with the Commission. The Adviser will make its officers and employees available to meet with the Board from time to time on due notice to review its 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 its designated agent to perform such compliance testing on the Funds and the Adviser's services as the Trust may, in its sole discretion, determine to be appropriate. The provision of such information by the Adviser to the Trust or its designated agent in no way relieves the Adviser of its 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 its directors, officers or employees will 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 a Fund's account with brokers or dealers selected by the Adviser. In the selection of such brokers or dealers and the placing of such orders, the Adviser is directed at all times to seek for the Fund the most favorable execution and net price available under the circumstances. It is also understood that it is desirable for the 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. Therefore, the Adviser is authorized to place orders for the purchase and sale of securities for a Fund with such 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 such brokers may be useful to the Adviser in connection with its or its 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 may, to the extent permitted by applicable law and regulations, aggregate the order for securities to be sold or purchased. In such event, the Adviser will 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 its fiduciary obligations to the Fund and to such other clients under the circumstances.

(d) AFFILIATED BROKERS. The Adviser or any of its 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 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 its affiliates may receive brokerage commissions, fees or other remuneration from a 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 will bear its own costs of providing services hereunder. Other than as herein specifically indicated, the Adviser shall not be responsible for a 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 will 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 best knowledge of the Adviser, there is no proceeding or investigation that is reasonably likely to result in the Adviser being prohibited from performing the services contemplated by this Agreement. The Adviser agrees to promptly 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 its investment management operations.

(b) ADV DISCLOSURE. The Adviser has provided the Trust with a copy of its Form ADV Part I as most recently filed with the SEC and its current Part 2 and will, promptly after filing any amendment to its Form ADV with the SEC updating its Part 2, furnish a copy of such 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 they were made, not misleading.

(c) FUND DISCLOSURE DOCUMENTS. The Adviser has reviewed, and will in the future review, the Registration Statement, and any amendments or supplements thereto, the annual or semi-annual reports to shareholders, other reports filed with the Commission and any marketing material of a Fund (collectively the "Disclosure Documents") and represents and warrants that with respect to disclosure about the Adviser, the manner in which the Adviser manages the Fund or information relating directly or indirectly to the Adviser, such Disclosure Documents contain or will contain, as of the date thereof, no untrue statement of any material fact and does not omit any statement of material fact which was required to be stated therein or necessary to make the statements contained therein not misleading.

(d) USE OF THE NAME "NORTHPOINTE". The Adviser has the right to use the name "NorthPointe" in connection with its services to the Trust and that, subject to the terms set forth in Section 8 of this Agreement, the Trust shall have the right to use the name "NorthPointe" in connection with the management and operation of the Funds. The Adviser is not aware of any threatened or existing actions, claims, litigation or proceedings that would adversely affect or prejudice the rights of the Adviser or the Trust to use the name "NorthPointe."

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

(f) NO DETRIMENTAL AGREEMENT. The Adviser represents and warrants that it has no arrangement or understanding with any party, other than the Trust, that would influence the decision of the Adviser with respect to its 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 its personnel with knowledge of Fund activities to place the interest of the Fund first, ahead of their own interests, in all personal trading scenarios that may involve a conflict of interest with the Funds, consistent with its fiduciary duties under applicable law.

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

8. THE NAME "NORTHPOINTE". The Adviser grants to the Trust a license to use the name "NorthPointe" (the "Name") as part of the name of any Fund. The foregoing authorization by the Adviser to the Trust to use the Name as part of the name of any 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) only use the Name in a manner consistent with uses approved by the Adviser; (2) use its best efforts to maintain the quality of the services offered using the Name; (3) adhere to such other specific quality control standards as the Adviser may from time to time promulgate. At the request of the Adviser, the Trust will (a) submit to Adviser representative samples of any promotional materials using the Name; and
(b) change the name of any Fund within three months of its 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 will not thereafter transact any business using the Name in the name of any Fund; provided, however, that the Trust may continue to use beyond such date any supplies of prospectuses, marketing materials and similar documents that the Trust had on the date of such name change in quantities not exceeding those historically produced and used in connection with such Fund.

9. ADVISER'S COMPENSATION. 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. Such fee shall be computed daily and paid not less than monthly in arrears by the Funds.

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 such month.

10. INDEPENDENT CONTRACTOR. In the performance of its 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 any Fund in any way or otherwise be deemed to be an agent of the Trust or any Fund. If any occasion should arise in which the Adviser gives any advice to its clients concerning the shares of a Fund, the Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund.

11. ASSIGNMENT AND AMENDMENTS. This Agreement shall automatically terminate, without the payment of any penalty, in the event of its assignment (as defined in section 2(a)(4) of the 1940 Act); provided that such 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.

12. 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) and unless terminated automatically as set forth in Section 11 hereof or until terminated as follows:

(a) The Trust may cause this Agreement to terminate either (i) by vote of its Board or (ii) with respect to any Fund, upon the affirmative vote of a majority of the outstanding voting securities of the Fund; or

(b) The Adviser may at any time 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 shall automatically terminate two years from the date of its execution unless its renewal is specifically approved at least annually thereafter by (i) a majority vote of the Trustees, including a majority vote of such Trustees who are not interested persons of the Trust or the Adviser, at a meeting called for the purpose of voting on such 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 the Funds for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Adviser may continue to serve hereunder as to the Funds 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 notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Fund and with respect to any of its 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 shall otherwise cooperate, as reasonably directed by the Trust, in the transition of portfolio asset management to any successor of the Adviser.

13. 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.

14. LIABILITY OF THE ADVISER. The Adviser shall indemnify and hold harmless the Trust and all affiliated persons thereof (within the meaning of
Section 2(a)(3) of the 1940 Act) and all controlling persons (as described in
Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Adviser being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Funds' Registration Statement or any written guidelines or instruction provided in writing by the Board, (b) a Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code, or (c) the Adviser's misfeasance or negligence generally in the performance of its duties hereunder or its negligent disregard of its obligations and duties under this Agreement.

15. ENFORCEABILITY. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction be ineffective to the extent of such 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.

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

17. CHANGE IN THE ADVISER'S OWNERSHIP. The Adviser agrees that it shall notify the Trust of any anticipated or otherwise reasonably foreseeable change in the ownership of the Adviser within a reasonable time prior to such change being effected.

18. 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 or federal, in Delaware, with respect to any dispute under this Agreement.

19. 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 its construction.

20. 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.

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
each Fund listed on Schedule A

By: /s/ Michael Beattie
    ----------------------------------------------
Name: Michael Beattie
Title: President

NORTHPOINTE CAPITAL LLC

By: /s/ Terry Gardner
    ----------------------------------------------
Name: Terry Gardner
Title: CFO

SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT
DATED FEBRUARY 19 2014 BETWEEN
THE ADVISORS' INNER CIRCLE FUND III
AND
NORTHPOINTE CAPITAL LLC

The Trust will 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 the respective Fund in accordance the following fee schedule:

FUND                                                                      RATE
--------------------------------------------------------------------------------
NorthPointe Small Cap Growth Fund ....................................... 0.75%
NorthPointe Small Cap Value Fund ........................................ 0.75%
NorthPointe Large Cap Value Fund ........................................ 0.50%
NorthPointe Micro Cap Equity Fund ....................................... 1.00%

A-1

EXPENSE LIMITATION AGREEMENT

EXPENSE LIMITATION AGREEMENT (the "Agreement"), effective as of February 19, 2014 by and between NorthPointe Capital, LLC (the "Adviser") and The Advisors' Inner Circle Fund III (the "Trust"), on behalf of each series of the Trust set forth in Schedule A attached hereto, as may be amended from time to time by mutual agreement of the parties (each, a "Fund," and collectively, 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 each Fund is a series of the Trust;

WHEREAS, the Trust and the Adviser have entered into an Investment Advisory Agreement dated December 4, 2013 (the "Advisory Agreement"), pursuant to which the Adviser provides investment advisory services to each Fund for compensation based on the value of the average daily net assets of each such Fund; and

WHEREAS, the Trust and the Adviser have determined that it is appropriate and in the best interests of the Fund and its shareholders to maintain the expenses of the Fund at a level at or below the level to which the Fund would normally be subject in order to maintain the Fund's expense ratio at the Maximum Annual Operating Expense Limit (as hereinafter defined) specified for such 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 of every character 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, acquired fund fees and expenses, other expenditures which are capitalized in accordance with generally accepted accounting principles, and other extraordinary expenses not incurred in the ordinary course of such Fund's business) 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, such 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 each Fund shall be the amount specified in Schedule A for each Fund based on a percentage of the average daily net assets of such Fund. The Maximum Annual Operating Expense Limit for a 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 a Fund exceed the Maximum Annual Operating Expense Limit of such Fund, the Adviser shall first waive or reduce its investment advisory fee for such 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 such month is insufficient to pay the Excess Amount, the Adviser may also remit to the Fund an amount that, together with the waived or reduced investment advisory fee, is sufficient to pay such 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 each Fund with respect to the previous fiscal year shall equal the Excess Amount for such fiscal year.

2. REIMBURSEMENT OF FEE WAIVERS AND EXPENSE REIMBURSEMENTS.

2.1. REIMBURSEMENT. If in any year in which the Advisory Agreement is still in effect and the estimated aggregate Fund Operating Expenses of a Fund for the fiscal year are less than the Maximum Annual Operating Expense Limit for that year, the Adviser shall be entitled to reimbursement by such 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 such Fund pursuant to Section 1 hereof. 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 any of the previous three (3) fiscal years, less any reimbursement previously paid by such Fund to the Adviser, pursuant to this Section 2, with respect to such waivers, reductions, and payments. 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. Each Fund shall provide to the Board a quarterly report of any reimbursements paid to the Adviser pursuant to this agreement.

2.3. METHOD OF COMPUTATION. To determine a Fund's accrual, if any, to reimburse the Adviser for the Reimbursement Amount, each month the Fund Operating Expenses of such Fund shall be annualized as of the last day of the month. If the annualized Fund Operating Expenses of a Fund for any month are less than the Maximum Annual Operating Expense Limit of such Fund, such Fund shall accrue into its 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 such amount paid to the Adviser will in no event 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.

2.4. 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 a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Maximum Annual Operating Expense Limit for such fiscal year.

3. TERM AND TERMINATION OF AGREEMENT.

This Agreement shall continue in effect with respect to each Fund until the date indicated on Schedule A (the "Initial Term End Date") and shall thereafter 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 any Fund:

(i) by the Trust, for any reason and at any time;

(ii) by the Adviser, for any reason, upon ninety (90) days' prior written notice to the Trust at its principal place of business, such 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, as applicable, or at such earlier time provided that such termination is approved by majority vote of the Trustees and the Independent Trustees voting separately; and

(iii) by either party effective upon the effective date of the termination of the Advisory Agreement for any reason.

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 their construction or effect.

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

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 such 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 such jurisdiction, be ineffective to the extent of such 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 or federal, in 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. SEVERABILITY. If any provision of this Agreement shall be held or made invalid by a court decision, statute or rule, or shall be otherwise rendered invalid, the remainder of this Agreement shall not be affected thereby.

4.8. 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]

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

THE ADVISORS' INNER CIRCLE FUND III,
on behalf of each of its series set forth in Schedule A

/s/ Dianne Descoteaux
------------------------
Name: Dianne Descoteaux
Title: VP & Secretary

NORTHPOINTE CAPITAL, LLC

/s/ Terry Gardner
------------------------
Name: Terry Gardner
Title: CFO

Signature Page -- The Advisors' Inner Circle Fund III Expense Limitation Agreement

SCHEDULE A

This Agreement relates to the following Funds of the Trust:

------------------------------------------------------------------------------------------------------
NAME OF FUND               SHARE CLASS                 MAXIMUM ANNUAL        INITIAL TERM END DATE
                                                      OPERATING EXPENSE
                                                           LIMIT
------------------------------------------------------------------------------------------------------
NorthPointe Micro Cap      Investor Class shares           1.70%             February 29, 2016
Equity Fund
------------------------------------------------------------------------------------------------------
NorthPointe Micro Cap      Institutional Class             1.45%             February 29, 2016
Equity Fund                shares
------------------------------------------------------------------------------------------------------
NorthPointe Small Cap      Investor Class shares           1.70%             February 29, 2016
Growth Fund
------------------------------------------------------------------------------------------------------
NorthPointe Small Cap      Institutional Class             1.45%             February 29, 2016
Growth Fund                shares
------------------------------------------------------------------------------------------------------
NorthPointe Small Cap      Investor Class shares           1.70%             February 29, 2016
Value Fund
------------------------------------------------------------------------------------------------------
NorthPointe Small Cap      Institutional Class             1.45%             February 29, 2016
Value Fund                 shares
------------------------------------------------------------------------------------------------------
NorthPointe Large Cap      Investor Class shares           1.70%             February 29, 2016
Value Fund
------------------------------------------------------------------------------------------------------
NorthPointe Large Cap      Institutional Class             1.45%             February 29, 2016
Value Fund                 shares
------------------------------------------------------------------------------------------------------

A-1

DISTRIBUTION AGREEMENT

THIS DISTRIBUTION AGREEMENT (this "AGREEMENT') is made as of this 12th day of February 2014, by and between The Advisors' Inner Circle Fund III (the "TRUST"), a statutory trust formed under the laws of Delaware, and SEI Investments Distribution Co. (the "DISTRIBUTOR"), a Pennsylvania corporation.

WHEREAS, the Trust is registered as an investment company with the U.S. Securities and Exchange Commission (the "SEC") under the Investment Company Act of 1940, as amended (the "1940 ACT"), and its shares of beneficial interest ("SHARES") are registered with the SEC under the Securities Act of 1933, as amended (the "1933 ACT"); and

WHEREAS, the Distributor is registered as a broker-dealer with the SEC under the Securities Exchange Act of 1934, as amended (the "1934 ACT") and is a member of Financial Industry Regulatory Authority, Inc. ("FINRA"); and

WHEREAS, the Trust wishes to retain the Distributor to serve as distributor of each portfolio of the Trust (each a "FUND" and collectively, the "FUNDS") and for such additional Funds that the Trust may create, on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained and intending to be legally bound, the parties hereby agree as follows:

SECTION 1 APPOINTMENT

1.1 PRINCIPAL UNDERWRITER. The Trust hereby appoints Distributor as its principal underwriter and distributor of Shares of the Funds and to provide such other services in accordance with the terms set forth in this Agreement. Distributor accepts such appointment and agrees to furnish certain related services as set forth in this Agreement.

1.2 DIRECT SALES. Notwithstanding Distributor's appointment as principal underwriter and distributor of Shares of the Funds, the Trust and each Fund reserve the right to make direct sales of Shares without sales charges consistent with the terms of the then current Prospectus, and to engage in other legally authorized transactions in its Shares which do not involve the sale of Shares to the general public. As used in this Agreement, the term, "PROSPECTUS" means any prospectus, registration statement, statement of additional information, proxy solicitation, annual or other periodic report of the Trust or any Fund of the Trust or any advertising, marketing, shareholder communication, or promotional material generated by the Trust, an Investment Advisor (as defined herein) or sub-advisor from time to time, as appropriate, including all amendments or supplements thereto and applicable law. Such other transactions may include, without limitation, transactions between the Trust or any Fund or class and its Shareholders only; transactions involving the reorganization of the Trust or any Fund; and transactions involving the merger or combination of the Trust or any Fund with another corporation or trust.

SECTION 2 SOLICITATION OF SALES AND OTHER SERVICES

2.1 SOLICITATION OF SALES. The Trust grants to Distributor the right to sell its Shares authorized for issue, at the net asset value per Share, plus any applicable sales charges, in accordance with the Prospectus, as agent and on behalf of the Trust, during the term of this Agreement and subject to the registration requirements of the 1933 Act, the rules and regulations of the SEC and the laws governing the sale of securities in the various states ("BLUE SKY LAWS"). Distributor will have the right, as agent, to sell shares of a Fund indirectly to the public through broker-dealers which are members of FINRA and which are acting as introducing brokers pursuant to clearing agreements with Distributor; to broker-dealers which are members of FINRA and who have entered into selling agreements with Distributor; or through other financial intermediaries, in each case against orders therefore. In consideration of these rights granted to the Distributor, the Distributor agrees to use all reasonable efforts to secure purchasers for shares of the Trust; PROVIDED, HOWEVER, that the Distributor will not be prevented from entering into like

The Advisors' Inner Circle Fund III Distribution Agreement Page 1
SEI 167889v2

arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. The provisions of this paragraph do not obligate the Distributor to register as a broker or dealer under the Blue Sky Laws of any jurisdiction or laws of any foreign jurisdiction in which it is not now registered or to maintain its registration in any jurisdiction in which it is now registered or obligate the Distributor to sell any particular number of Shares. The Distributor will not direct remuneration from commissions paid by the Trust for portfolio securities transactions to a broker or dealer for promoting or selling Fund Shares. The Trust reserves the right to refuse at any time or times to sell any of its Shares for any reason deemed adequate by it. All orders through the Distributor will be subject to acceptance and confirmation by the Trust.

2.2 OTHER SERVICES. Without limiting the foregoing, the Distributor will perform or supervise the performance by others of the additional services set forth herein, including those set forth in SCHEDULE A, attached hereto.

SECTION 3 REPRESENTATIONS, WARRANTIES AND COVENANTS

3.1 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE TRUST. The Trust represents, warrants and covenants that:

(a) it is duly organized, validly existing and in good standing under the laws of the state of its formation, and has all requisite power under the laws of such state and applicable federal law to conduct its business as now being conducted and to perform its obligations as contemplated by this Agreement;

(b) this Agreement has been duly authorized by the board of trustees of the Trust, including by unanimous affirmative vote of all of the independent directors of the Trust; and when executed and delivered by the Trust, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms;

(c) it shall timely perform all obligations identified in this Agreement as obligations of the Trust, including, without limitation, providing the Distributor with all marketing materials reasonably requested by the Distributor and giving all necessary consents or approvals in good faith and within a timely manner;

(d) it is not a party to any, and there are no, pending or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, "ACTIONS") of any nature against it, its advisor or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition, and there is no injunction, order, judgment, decree, or regulatory restriction imposed upon it or any of its properties or assets;

(e) it is an investment company that is duly registered under all applicable laws and regulations, including, without limitation the 1940 Act, and each Fund is a separate portfolio of the Trust;

(f) it is and will continue to be in compliance with all applicable laws and regulations aimed at the prevention and detection of money laundering and/or the financing of terrorism activities including Bank Secrecy Act, as amended by USA PATRIOT Act, U.S. Treasury Department, including the Office of Foreign Asset Control ("OFAC"), Financial Crimes and Enforcement Network ("FINCEN") and the SEC

(g) it has an anti-money laundering program ("AML PROGRAM"), that at minimum includes, (i) an AML compliance officer designated to administer and oversee the AML Program, (ii) ongoing training for appropriate personnel, (iii) internal controls and procedures reasonably designed to prevent and detect suspicious activity monitoring and terrorist financing activities; (iv) procedures to comply with know your customer requirements and to verify the identity of all customers; and (v)

The Advisors' Inner Circle Fund III Distribution Agreement Page 2
SEI 167889v2

appropriate record keeping procedures;

(h) each Prospectus has been prepared in accordance with all applicable laws and regulations and, at the time such Prospectus was filed with the SEC and became effective, no Prospectus will include an untrue statement of a material fact or omit to state a material fact that is required to be stated therein so as to make the statements contained in such Prospectus not misleading;

(i) it will notify the Distributor as soon as reasonably practical in advance of any matter which could materially affect the Distributor's performance of its duties and obligations under this Agreement, including any amendment to the Prospectus;

(j) it will provide Distributor with a copy of each Prospectus as soon as reasonably possible prior to or contemporaneously with filing the same with an applicable regulatory body;

(k) it shall fully cooperate with requests from government regulators and the Distributor for information relating to customers and/or transactions involving the Shares, as permitted by law, in order for the Distributor to comply with its regulatory obligations; and

(l) in the event it determines that it is in the interest of the Trust to suspend or terminate the sale of any Shares, the Trust shall promptly notify the Distributor of such fact in advance and in writing prior to the date on which the Trust desires to cease offering the Shares.

3.2 REPRESENTATIONS, WARRANTIES AND COVENANTS OF DISTRIBUTOR. Distributor hereby represents, warrants and covenants as follows:

(a) it has full power, right and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all requisite actions on its part, and no other proceedings on its part are necessary to approve this Agreement or to consummate the transactions contemplated hereby; this Agreement has been duly executed and delivered by it; this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms;

(b) it is not a party to any, and there are no, pending or threatened Actions of any nature against it or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition, and there is no injunction, order, judgment, decree, or regulatory restriction imposed specifically upon it or any of its properties or assets;

(d) it shall not give any information or to make any representations other than those contained in the current Prospectus of the Company filed with the SEC or contained in shareholder reports or other material that may be prepared by or on behalf of the Company for the Distributor's use; and

(e) it may prepare and distribute sales literature and other material as it may deem appropriate, provided that such literature and materials have been prepared in accordance with applicable rules and regulations.

The Advisors' Inner Circle Fund III Distribution Agreement Page 3
SEI 167889v2

SECTION 4 REGISTRATION OF SHARES

The Trust agrees that it will take all action necessary to register Shares under the federal and state securities laws so that there will be available for sale the number of Shares the Distributor (and each financial intermediary, as applicable) may reasonably be expected to sell and to pay all fees associated with said registration. The Trust will make available to the Distributor such number of copies of its Prospectus as the Distributor may reasonably request. The Trust will furnish to the Distributor copies of all information, financial statements and other papers which the Distributor may reasonably request for use in connection with the distribution of Shares of the Trust.

SECTION 5 AGREEMENTS WITH FINANCIAL INTERMEDIARIES

The Distributor will have the right to enter into agreements with financial intermediaries of its choice for the sale of Shares and to fix therein the portion of the sales charge, if any, that may be allocated to the financial intermediaries on such terms and conditions as the Distributor will deem necessary or appropriate. Shares sold to financial intermediaries will be for resale by such intermediaries only at the public offering price set forth in the applicable Prospectus or as otherwise permissible under the federal and state securities laws. With respect to financial intermediaries who are acting as brokers or dealers within the United States, the Distributor will offer and sell Shares, as agent for the Trust, only to such financial intermediaries who are members in good standing of FINRA. The Trust acknowledges that Distributor may act as the Trust's agent for transmitting, or arranging for transmission of, distribution and/or shareholder servicing fees to be paid to financial intermediaries in accordance with arrangements between the Trust and such financial intermediaries.

SECTION 6 EXPENSES

6.1 TRUST EXPENSES. The Trust will pay all fees and expenses (i) in connection with the preparation, setting in type and filing of any Prospectus under the 1933 Act and amendments for the issue of its Shares; (ii) in connection with the registration and qualification of Shares for sale in the various states in which the Board of Trustees of the Trust will determine advisable to qualify such Shares for sale; (iii) of preparing, setting in type, printing and mailing any report or other communication to shareholders of the Trust in their capacity as such; and (iv) of preparing, setting in type, printing and mailing any Prospectus sent to existing shareholders.

6.2 DISTRIBUTOR EXPENSES. Distributor will pay all of its costs and expenses (other than expenses and costs deemed payable by the Funds and other than expenses which one or more dealers may bear pursuant to any agreement with Distributor) incurred by it in connection with the performance of its distribution duties hereunder.

SECTION 7 COMPENSATION

7.1 COMPENSATION TO DISTRIBUTOR. As compensation for providing the services under this Agreement, the Distributor will receive from the Trust:

(a) all distribution and service fees, as applicable, at the rate and under the terms and conditions set forth in each Fund's distribution plan established pursuant to Rule 12b-1 under the 1940 Act (each, a "DISTRIBUTION PLAN") and/or shareholder services and similar plans applicable to the appropriate class of shares of each Fund, as such plans may be amended from time to time, and subject to any further limitations on such fees as the Board of Trustees of the Trust may impose;

(b) all front-end sales charges, if any, on purchases of Shares of each Fund sold subject to such charges as described in the Trust's Prospectus, as amended from time to time. The Distributor, or brokers, dealers and other financial institutions and intermediaries that have entered into sub-distribution agreements with the Distributor, may collect the gross proceeds derived from the sale of such Shares, remit the net asset value thereof to the Trust upon receipt of the proceeds and retain the

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applicable sales charge; and

(c) all contingent deferred sales charges ("CDSC"), if any, applied on redemptions of Shares subject to such charges on the terms and subject to such waivers as are described in the Trust's Prospectus, or as otherwise required pursuant to applicable law.

7.2 PAYMENTS TO FINANCIAL INTERMEDIARIES. The Distributor may re-allow any or all of the distribution or service fees, front-end sales charges and CDSCs that it is paid by the Trust to such brokers, dealers and other financial institutions and intermediaries as the Distributor may from time to time determine.

7.3 COMMISSIONS. Distributor may participate directly or indirectly in brokerage commissions or "spreads" for transactions in portfolio securities of the Trust that are bought or sold through Distributor.

SECTION 8 INDEMNIFICATION; CONTRIBUTION; LIMITATION OF LIABILITY

8.1 INDEMNIFICATION OF DISTRIBUTOR. The Trust agrees to indemnify, defend and hold harmless, the Distributor, each of its directors, officers, employees and each person, if any, who controls, is controlled by or is under common control with, the Distributor within the meaning of Section 15 of the 1933 Act (collectively, the "DISTRIBUTOR INDEMNIFIED PARTIES") from and against any and all losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which the Distributor Indemnified Parties may become subject, arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus or any document incorporated by reference therein or filed as an exhibit thereto, or any marketing literature or materials distributed on behalf of the Trust with respect to the securities covered by the Prospectus (the "COVERED DOCUMENTS") or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Distributor for any legal or other expenses reasonably incurred by the Distributor in connection with investigating or defending any such action or claim as such expenses are incurred; (ii) any claims of infringement or misappropriation of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third party, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds or are used by the Funds (the "INTELLECTUAL PROPERTY") in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party's rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Trust in this Agreement; provided; provided, however, that the Trust shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor in reliance upon and in conformity with written information furnished to the Trust by the Distributor expressly for use therein.

8.2 INDEMNIFICATION OF THE TRUST. Distributor will indemnify and hold harmless the Trust, each of its directors, officers, employees and each person, if any, who controls, is controlled by or is under common control with, the Trust within the meaning of Section 15 of the 1933 Act (collectively, the "TRUST INDEMNIFIED PARTIES") from and against any and all losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which the Trust Indemnified Parties may become subject, to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Covered Document, in reliance upon and in conformity with written information furnished to the Trust by the Distributor about the Distributor expressly for use therein.

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8.3 INDEMNIFICATION PROCEDURES.

(a) If any action or claim shall be brought against any Distributor Indemnified Party or Trust Indemnified Party (any such party, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES"), in respect of which indemnity may be sought against the other party hereto, such Indemnified Party shall promptly notify the indemnifying party in writing, and the indemnifying party shall assume the defense thereof, including the employment of counsel and payment of all fees and expenses; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failure.

(b) Any Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the indemnifying party has agreed in writing to pay such fees and expenses, (ii) the indemnifying party has failed to assume the defense and employ counsel, or (iii) the named parties to any such action (including any impleaded party) included such Indemnified Party and the indemnifying party and such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party or which may also result in a conflict of interest (in which case if such Indemnified Party notifies the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action on behalf of such Indemnified Party, it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for all such Indemnified Parties.

(c) No indemnifying party shall, without the written consent of the Indemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

(d) The indemnifying party shall not be liable for any settlement of any such action effected without its written consent, but if such action is settled with the written consent of the indemnifying party, or if there shall be a final judgment for the plaintiff in any such action and the time for filing all appeals has expired, the indemnifying party agrees to indemnify and hold harmless any Indemnified Party from and against any loss or liability by reason of such settlement or judgment.

(e) The obligations of the indemnifying party under this
SECTION 8 shall be in addition to any liability that the indemnifying party may otherwise have.

8.4 CONTRIBUTION. If the indemnification provided for in this
SECTION 8 is insufficient or unavailable to any Indemnified Party under this
SECTION 8 in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by damages, liabilities or expenses in such proportion as is appropriate to reflect the relative benefits received by the Trust on the one hand and the Distributor on the other from the offering of the Shares. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the Indemnified Party failed to give the notice required under SECTION 8.3(A) , above, then each indemnifying party shall contribute to such amount paid or payable by such Indemnified Party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Trust on the one hand and the Distributor on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Trust on the one hand and the Distributor on the other shall be deemed to be in the same proportion as the amount of gross proceeds received by the Trust from the offering of the Shares under this Agreement (expressed in dollars) bears to the net profits

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received by the Distributor under this Agreement. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Trust on the one hand or the Distributor on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Trust and the Distributor agree that it would not be just and equitable if contributions pursuant to this SECTION 8.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to herein. The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

8.5 CONSEQUENTIAL DAMAGES. In no event and under no circumstances will either party to this Agreement be liable to anyone, including, without limitation, the other party, for consequential damages for any act or failure to act under any provision of this Agreement.

8.6 LIMITATION OF LIABILITY. A copy of the Declaration of Trust establishing the Trust is on file in the Office of the Secretary of State of the Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of the Trustees of the Trust as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees, officers or shareholders of the Trust individually but binding only upon the assets and property of the Trust.

SECTION 9 TERM AND TERMINATION

This Agreement will be effective upon its execution, and, unless terminated as provided, will continue in force for two years and thereafter from year to year, provided that such annual continuance is approved by either (i) the vote of a majority of the Trustees of the Trust, or the vote of a majority of the outstanding voting securities of the Trust and (ii) the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or the Trust's distribution plan(s) or interested persons of any such party ("QUALIFIED TRUSTEES"), cast in person at a meeting called for the purpose of voting on the approval. This Agreement may be terminated at any time without penalty by a vote of the Trustees; by vote of a majority of the outstanding voting securities of the Trust; or by the Distributor upon not less than sixty days prior written notice to the other party; and shall automatically terminate upon its assignment. As used in this paragraph the terms, "vote of a majority of the outstanding voting securities," "assignment" and "interested person" will have the respective meanings specified in the 1940 Act. In the event the Trust gives notice of termination, all expenses associated with the movement (or duplication) of records and materials and conversion thereof to a successor service provider, and all trailing expenses incurred by Distributor, will be borne by the Trust.

SECTION 10 MISCELLANEOUS

10.1 RECORDS. The books and records pertaining to the Trust, which are in the possession or under the control of Distributor, will be the property of the Trust. Such books and records will be prepared and maintained as required under the 1940 Act and other applicable securities laws, rules and regulations. The Trust and its authorized persons will have access to such books and records at all times during the Distributor's normal business hours. Upon the reasonable request of the Trust, the Distributor will provide copies of such books and records to the Trust or its authorized persons, at the Trust's expense.

10.2 INDEPENDENT CONTRACTOR. The Distributor will undertake and discharge its obligations hereunder as an independent contractor. Neither Distributor nor any of its officers, directors, employees OR REPRESENTATIVES IS OR WILL BE AN EMPLOYEE OF A FUND IN CONNECTION WITH THE PERFORMANCE OF DISTRIBUTOR'S

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duties hereunder. Distributor will be responsible for its own conduct and the employment, control, compensation and conduct of its agents and employees, and for any injury to such agents or employees or to others through its agents and employees. Any obligations of Distributor hereunder may be performed by one or more third parties or affiliates of Distributor.

10.3 NOTICES. All notices provided for or permitted under this Agreement will be deemed effective upon receipt, and will be in writing and (a) delivered personally, (b) sent by commercial overnight courier with written verification of receipt, or (c) sent by certified or registered U.S. mail, postage prepaid and return receipt requested, to the party to be notified, at the address for such party set forth below. Notices to the Distributor will be sent to the attention of: General Counsel, SEI Investments Distribution Co., 1 Freedom Valley Drive, Oaks, Pennsylvania 19456. Notices to the Trust will be sent to ___________________________________.

10.4 DISPUTE RESOLUTION. Whenever either party desires to institute legal proceedings against the other party concerning this Agreement, it will provide written notice to that effect to such other party. The party providing such notice will refrain from instituting said legal proceedings for a period of thirty (30) days following the date of provision of such notice. During such period, the parties will attempt in good faith to amicably resolve their dispute by negotiation among their executive officers.

10.5 ENTIRE AGREEMENT; AMENDMENTS. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement, draft or agreement or proposal with respect to the subject matter hereof. This Agreement or any part hereof may be amended or waived only by an instrument in writing signed by the party against which enforcement of such amendment or waiver is sought.

10.6 NON-SOLICITATION. During the term of this Agreement and for a period of one (1) year afterward, the Trust will not recruit, solicit, employ or engage, for the Trust or any other person, any of the Distributor's employees.

10.7 GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to any conflict of laws or choice of laws rules or principles thereof. To the extent that the applicable laws of the Commonwealth of Pennsylvania, or any of the provisions of this Agreement, conflict with the applicable provisions of the 1940 Act, the latter will control.

10.8 COUNTERPARTS. This Agreement may be executed in two or more counterparts, all of which will constitute one and the same instrument. Each such counterpart will be deemed an original, and it will not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. This Agreement will be deemed executed by both parties when any one or more counterparts hereof or thereof, individually or taken together, bears the original, scanned or facsimile signatures of each of the parties.

10.9 FORCE MAJEURE. No breach of any obligation of a party to this Agreement (other than obligations to pay amounts owed) will constitute an event of default or breach to the extent it arises out of a cause, existing or future, that is beyond the control and without negligence of the party otherwise chargeable with breach or default, including without limitation: work action or strike; lockout or other labor dispute; flood; war; riot; theft; act of terrorism, earthquake or natural disaster. Either party desiring to rely upon any of the foregoing as an excuse for default or breach will, when the cause arises, give to the other party prompt notice of the facts which constitute such cause; and, when the cause ceases to exist, give prompt notice thereof to the other party.

10.10 SEVERABILITY. Any provision of this Agreement that is determined to be invalid or unenforceable in any jurisdiction will be ineffective to the extent of such invalidity or unenforceability in

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such jurisdiction, without rendering invalid or unenforceable the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. If a court of competent jurisdiction declares any provision of this Agreement to be invalid or unenforceable, the parties agree that the court making such determination will have the power to reduce the scope, duration, or area of the provision, to delete specific words or phrases, or to replace the provision with a provision that is valid and enforceable and that comes closest to expressing the original intention of the parties, and this Agreement will be enforceable as so modified.

10.11 CONFIDENTIAL INFORMATION.

(a) The Distributor and the Trust (in such capacity, the "RECEIVING PARTY") acknowledge and agree to maintain the confidentiality of Confidential Information (as hereinafter defined)

provided by the Distributor and the Trust (in such capacity, the "DISCLOSING PARTY") in connection with this Agreement. The Receiving Party will not disclose or disseminate the Disclosing Party's Confidential Information to any Person other than (a) those employees, agents, contractors, subcontractors and licensees of the Receiving Party, or (b) with respect to the Distributor as a Receiving Party, to those employees, agents, contractors, subcontractors and licensees of any agent or affiliate, who have a need to know it in order to assist the Receiving Party in performing its obligations, or to permit the Receiving Party to exercise its rights under this Agreement. In addition, the Receiving Party (a) will take all reasonable steps to prevent unauthorized access to the Disclosing Party's Confidential Information, and (b) will not use the Disclosing Party's Confidential Information, or authorize other Persons to use the Disclosing Party's Confidential Information, for any purposes other than in connection with performing its obligations or exercising its rights hereunder. As used herein, "reasonable steps" means steps that a party takes to protect its own, similarly confidential or proprietary information of a similar nature, which steps will in no event be less than a reasonable standard of care.

(b) The term "CONFIDENTIAL INFORMATION," as used herein, will mean all business strategies, plans and procedures, proprietary information, methodologies, data and trade secrets, and other confidential information and materials (including, without limitation, any non-public personal information as defined in Regulation S-P) of the Disclosing Party, its affiliates, their respective clients or suppliers, or other Persons with whom they do business, that may be obtained by the Receiving Party from any source or that may be developed as a result of this Agreement.

(c) The provisions of this SECTION 10.12 respecting Confidential Information will not apply to the extent, but only to the extent, that such Confidential Information is: (a) already known to the Receiving Party free of any restriction at the time it is obtained from the Disclosing Party,
(b) subsequently learned from an independent third party free of any restriction and without breach of this Agreement; (c) or becomes publicly available through no wrongful act of the Receiving Party or any third party;
(d) independently developed by or for the Receiving Party without reference to or use of any Confidential Information of the Disclosing Party; or (e) required to be disclosed pursuant to an applicable law, rule, regulation, government requirement or court order, or the rules of any stock exchange (provided, however, that the Receiving Party will advise the Disclosing Party of such required disclosure promptly upon learning thereof in order to afford the Disclosing Party a reasonable opportunity to contest, limit and/or assist the Receiving Party in crafting such disclosure).

(d) The Receiving Party will advise its employees, agents, contractors, subcontractors and licensees, and will require its agents and affiliates to advise their employees, agents, contractors, subcontractors and licensees, of the Receiving Party's obligations of confidentiality and non-use under this SECTION 10.12 , and will be responsible for ensuring compliance by its and its affiliates' employees, agents, contractors, subcontractors and licensees with such obligations. In addition, the Receiving Party will require all persons that are provided access to the Disclosing Party's Confidential Information, other than the Receiving Party's accountants and legal counsel, to execute confidentiality or non-disclosure agreements containing provisions substantially similar to those set forth in this SECTION 10.12. The Receiving Party will promptly notify the Disclosing Party in writing upon learning of any

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unauthorized disclosure or use of the Disclosing Party's Confidential Information by such persons.

(e) Upon the Disclosing Party's written request following the termination of this Agreement, the Receiving Party promptly will return to the Disclosing Party, or destroy, all Confidential Information of the Disclosing Party provided under or in connection with this Agreement, including all copies, portions and summaries thereof. Notwithstanding the foregoing sentence, (a) the Receiving Party may retain one copy of each item of the Disclosing Party's Confidential Information for purposes of identifying and establishing its rights and obligations under this Agreement, for archival or audit purposes and/or to the extent required by applicable law, and (b) the Distributor will have no obligation to return or destroy Confidential Information of the Trust that resides in save tapes of Distributor; provided, however, that in either case all such Confidential Information retained by the Receiving Party will remain subject to the provisions of SECTION 10.12 for so long as it is so retained. If requested by the Disclosing Party, the Receiving Party will certify in writing its compliance with the provisions of this paragraph.

10.12 USE OF NAME.

(a) The Trust will not use the name of the Distributor, or any of its affiliates, in any Prospectus, sales literature, and other material relating to the Trust in any manner without the prior written consent of the Distributor (which will not be unreasonably withheld); PROVIDED, HOWEVER, that the Distributor hereby approves all lawful uses of the names of the Distributor and its affiliates in the Prospectus of the Trust and in all other materials which merely refer in accurate terms to their appointment hereunder or which are required by applicable law, regulations or otherwise by the SEC, FINRA, or any state securities authority.

(b) Neither the Distributor nor any of its affiliates will use the name of the Trust in any publicly disseminated materials, including sales literature, in any manner without the prior written consent of the Trust (which will not be unreasonably withheld); PROVIDED, HOWEVER, that the Trust and each Fund hereby approves all lawful uses of its name in any required regulatory filings of the Distributor which merely refer in accurate terms to the appointment of the Distributor hereunder, or which are required by applicable law, regulations or otherwise by the SEC, FINRA, or any state securities authority.

10.13 INSURANCE. The Distributor agrees to maintain liability insurance coverage which is, in scope and amount, consistent with coverage customary in the industry for distribution activities similar to the distribution activities provided to the Trust hereunder. The Distributor will notify the Trust upon receipt of any notice of material, adverse change in the terms or provisions of its insurance coverage that may materially and adversely affect the Trust's rights hereunder. Such notification will include the date of change and the reason or reasons therefore. The Distributor will notify the Trust of any material claims against it, whether or not covered by insurance that may materially and adversely affect the Trust's rights hereunder.

*****

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IN WITNESS WHEREOF, the Trust and Distributor have each duly executed this Agreement, as of the day and year above written.

THE ADVISORS INNER CIRCLE FUND III              SEI INVESTMENTS DISTRIBUTION CO.

By: /s/ Michael Beattie                         By: /s/ Maxine J. Chou
-----------------------                         --------------------------------
Name: Michael Beattie                           Name: Maxine J. Chou
Title: President                                Title: CFO & COO

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SCHEDULE A

LIST OF SERVICES

INDUSTRY AGREEMENT SERVICES

o Negotiate and execute sub-distribution agreements with broker/dealers and/or banks on behalf of Funds

o Coordinate and execute operational agreements (networking agreements, NSCC redemption agreements, etc. )

o Coordinate and execute 401(k) agreements and shareholder service agreements with various record-holders and other financial intermediaries

o Coordinate and execute service agreements with Supermarkets (e. g. Schwab, Fidelity, etc. ) and other financial intermediaries

FINRA REVIEW

o Review and approve all collateral fund marketing materials to ensure compliance with SEC & FINRA advertising rules

o Conduct FINRA filing of materialso Respond to FINRA comments on marketing materials

o Review and file Internet sites according to FINRA policies

o Provide client with copy of SEI's SEC & FINRA Marketing Materials Guidebook

INVESTOR SERVICES

o Obtain toll free lines and call prompters for fund family

o Provide servicing team, consisting of FINRA-licensed representatives, as well as Interactive Voice Response Support to handle investor service calls

o Respond to shareholder questions regarding the fund family

o Respond to shareholder account inquiries

o Respond to shareholder questions regarding financial statements and performance information

o Submit shareholder requests for literature (only if client chooses fulfillment services)

o Provide standard management reports on statistics around inbound shareholder calls

o Conduct routine Q/A testing on all shareholder services representatives

o Coordinate set-up of toll free lines, call prompter services, and consultation on best practices around call prompters

E-MAIL RESPONSE SUPPORT

o Receive inbound email into messaging database and generate auto-response verifying receipt.

o Assess and categorize each inbound email request or question.

o Process appropriate e-mail responses to include both "canned" and "free form" responses.

o Provide response team consisting of FINRA-licensed reps.

o Submit requests for literature (only if client chooses fulfillment services and website template)

o Provide standard management reports on statistics around demographics, response rates, and standards.

o Provide Q/A review of response, conducted by licensed Principal.

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[UNION BANK LOGO]

GLOBAL CUSTODY AGREEMENT
FOR FOREIGN AND DOMESTIC SECURITIES

This Custodian Agreement ("Agreement") is made as of February 19, 2014 by and between ADVISORS' INNER CIRCLE TRUST III ("Principal") with respect to each of Principal's separate series listed on Schedule I, as amended from time to time (each a "Portfolio" and collectively, the "Portfolios") and Union Bank, N.A. ("Custodian").

WHEREAS, the Custodian is a bank meeting the qualifications required by Section 17(f)(1) of the Act to act as custodian of the portfolio securities and other assets of investment companies; and

WHEREAS, Principal wishes to retain the Custodian to act as custodian of the securities and other assets of the Portfolios, and the Custodian has indicated its willingness to so act;

NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

1. DEFINITIONS Certain terms used in this Agreement are defined as follows:

1.1. "Account" means, collectively, each account maintained by Custodian on behalf of Principal pursuant to Paragraph 4 of this Agreement.

1.2. "ACT" means the Investment Company Act of 1940, as amended, and the rules and regulations adopted by the U.S. Securities and Exchange Commission ("SEC") thereunder, including [section]270.17f -4, [section]270.17f -5 and
[section]270.17f -7, all as may be amended from time to time.

1.3. "BOARD" means the Board of Trustees or the Board of Directors of Principal.

1.4. "DEPOSITORY" means both any "securities depository" within the meaning of Rule 270.17f -4 under the Act and any Eligible Securities Depository within the meaning of Rule 17f-7(b) under the Act.

1.5. "ELIGIBLE Foreign CUSTODIAN" means an entity that is incorporated or organized under the laws of a country other than the United States and that is a Qualified Foreign Bank, as defined in Rule 270.17f -5(a)(5) under the Act.

1.6. "ELIGIBLE SECURITIES DEPOSITORY", ("Depository", or collectively "Depositories") means a system for the central handling of securities as defined in Rule 270.17f -7(b)(1) under the Act.

1.7. "EMERGING MARKET" means each market so identified in Appendix A attached hereto.

1.8. "FOREIGN ACCOUNT" means an Account in which Foreign Currencies or Securities are held by the Custodian for the benefit of clients whether in comingled accounts or accounts designated for each beneficial owner as is required under the regulatory jurisdiction where the Foreign Account is established.

1.9. "FOREIGN ASSETS" has the meaning provided in Rule 270.17f -5(a)(2) under the Act.

1.10. "FOREIGN CURRENCY" ("Currencies") means any currency or any composite currency unit issued by a government or entity other than the United States Department of Treasury.

1.11. "FOREIGN MARKET" means each market so identified in Appendix A attached hereto.

1.12. "SUB-CUSTODIAN" MEans an entity, including an Eligible Foreign Custodian and Domestic Sub-Custodian, which Custodian retains to hold Securities.

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1.13. "GLOBAL SUB-AGENT NETWORK" ("SUB-AGENT NETWORK" OR "SUB-AGENTS") means any Sub-Custodian located in the United States (the "Domestic Sub-Custodian"), and any sub-agents located in the countries and markets where Eligible Foreign Sub-Custodians and Eligible Foreign Depositories are maintained by Custodian or any Sub-Custodian located in the United States which utilizes a Sub-Agent Network on behalf of Custodian.

1.14. "GOVERNING DOCUMENTS" means, with respect to each of the Portfolios, (i) the declaration of trust or other constituting document of the Principal of which the Portfolio is a series or portfolio, (ii) the currently effective prospectus under the Securities Act, (ii) the most recent statement of additional information, and (iii) a certified copy of the Board resolution approving the engagement of the Custodian to act as custodian of the Securities.

1.15. "INVESTMENT MANAGER" or "MANAGER" means an investment advisor or manager identified by Principal in a written notice to Custodian as having the authority to direct Custodian regarding the management, acquisition, or disposition of Securities.

1.16. "MONITORING SYSTEM" means the policies and procedures established by Custodian to fulfill its duties to monitor the custody risks associated with maintaining Securities with a Sub-Custodian or Depository on a continuing basis, pursuant to this Agreement.

1.17. "SECURITIES" means securities as defined in [section]2(a)(36) of the Act together with cash or any currency or other property of Principal and all income and proceeds of sale of such securities or other property of Principal that are held by Custodian in the Account.

1.18. "SECURITIES ACT" means the Securities Act of 1933, as amended.

2. APPOINTMENT

2.1. Principal hereby appoints the Custodian as the custodian of the Securities of each Portfolio.

2.2. Principal has provided the Custodian with a copy of its Governing Documents, and will provide the Custodian with a copy of amendments, supplements and modifications thereof from time to time.

2.3. The Custodian hereby accepts appointment as custodian of the Securities of Principal's Portfolios and agrees to perform the duties of such custodian in accordance with the provisions of this Agreement.

3. REPRESENTATIONS AND ACKNOWLEDGEMENTS

3.1. POWER TO ENTER AGREEMENT. Principal represents that, with respect to the Account (s), Principal is authorized to enter into this Agreement and to retain Custodian on the terms and conditions and for the purposes described herein.

3.2. FOREIGN CUSTODY MANAGER. Custodian agrees to serve as Principal's "Foreign Custody Manager" as defined in Rule 270.17f -5(a)(3) under the Act, in respect of each Portfolio's Foreign Assets held from time to time by the Custodian with any Sub-Custodian that is an Eligible Foreign Custodian or with any Eligible Securities Depository and to comply with the provisions set forth in Rule 175-5 under the Act.

3.3. CUSTODIAN'S SUB-AGENT NETWORK. Principal hereby acknowledges receiving appropriate notice of Custodian's selection of the use of those Eligible Foreign Custodians and Eligible Securities Depositories that are identified in Appendix A of this Agreement as amended from time to time.

4. ESTABLISHMENT OF ACCOUNT Custodian shall open and maintain a separate Account or Accounts in the name of each Portfolio of Principal and shall hold in such Account or Accounts, subject to the provisions hereof, all Securities received by it from or for the Account of the Principal's Portfolios. Custodian, in its sole discretion, may reasonably refuse to accept any property now or hereafter delivered to it for inclusion in the Account. Principal shall be notified promptly of such refusal and any such property shall be immediately returned to

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Principal. Custodian shall be under no duty to take any action hereunder on behalf of the Principal except as specifically set forth herein or as may be specifically agreed to by Custodian and the Principal in a written amendment hereto.

5. CUSTODY AND REGISTRATION Custodian may (i) maintain possession of all or any portion of the Securities, including possession in a foreign branch or other office of Custodian; or (ii) retain, in accordance with this Paragraph 5 and Paragraph 6 of this Agreement, one or more Sub-Custodians to hold all or any portion of the Securities. Custodian and any Sub-Custodian may, in accordance with this Paragraph 5 and Paragraph 6 of this Agreement, deposit definitive or book-entry Securities with one or more Depositories.

5.1. IDENTIFICATION OF SECURITIES. Custodian shall ensure the Securities are at all times properly identified as being held for the appropriate Account. Custodian shall segregate physically the Securities from other securities owned by Custodian. Custodian shall not be required to segregate physically Securities held from other securities or property held by Custodian for third parties as custodian or other representative capacity, but Custodian shall maintain adequate records showing the true ownership of the Securities.

5.2. USE OF DEPOSITORIES AND SUB-CUSTODIANS. Custodian may, in its discretion, deposit any Securities which, under applicable law, are eligible to be so deposited in a Depository or Sub-Custodian account. Securities and Foreign Currencies held by a Sub-Custodian or Depository will be held subject to the rules, terms and conditions of such securities markets or securities depositories. If Custodian deposits Securities with a Sub-Custodian or Depository, Custodian shall maintain adequate records showing the identity and location of the Sub-Custodian or Depository, the Securities held by the Sub-Custodian or Depository and each account to which such Securities belong. With respect to Securities that are held for Custodian or any Sub-Custodian at a Securities Depository, as defined in Rule 270.17f -4 under the Act or Eligible Securities Depository, as defined in Rule 270.17f -7 under the Act, Custodian shall satisfy or cause the Sub-Custodian to satisfy the requirements of Rules270.17f -4 and 270.17f -7 under the Act.

5.3. USE OF NOMINEES. Custodian shall have the right to hold or cause to be held all Securities in the name of the Custodian, or for any Sub-Custodian or Depository, or in the name of a nominee of any of them as Custodian shall determine to be appropriate under the circumstances.

5.4. FOREIGN CURRENCY DEPOSITS. The Custodian may in accordance with customary practices hold any currency in which any cash is denominated on deposit, and effect transactions relating thereto, through an account with an affiliate of Union Bank, or Sub-Custodian or Depository in the country where such currency is the lawful currency or in other countries where such currency may be lawfully held on deposit.

5.5. TRANSFERABILITY AND CONVERTIBILITY OF CURRENCY. Custodian shall have no liability for any loss or damage arising from the applicability of any law or regulation now or hereafter in effect, or from the occurrence of any event, which may affect the transferability, convertibility, or availability of any currency in the countries where such Foreign Accounts are maintained and in no event shall Custodian be obligated to substitute another currency for a currency whose transferability, convertibility, or availability has been affected by such law, regulation or event. To the extent that any such law, regulation or event imposes a cost or charge upon Custodian in relation to the transferability, convertibility, or availability of any such currency, such cost or charge shall be for the Account.

5.6. DELIVERY OF SECURITIES. If Principal or Investment Manager directs Custodian to deliver assets, certificates or other physical evidence of ownership of Securities to any broker or other party, other than a Sub-Custodian or Depository employed by Custodian for purposes of maintaining the Account, Custodian's sole responsibility shall be to exercise care and diligence in effecting the delivery as instructed by Principal or Manager. Upon completion of the delivery, Custodian shall be discharged completely of any further liability or responsibility with respect to the safekeeping and custody of Securities so delivered.

5.7. TRANSFERABILITY OF SECURITIES. Except as otherwise provided under this Agreement or as the parties may otherwise agree, Custodian shall ensure that
(i) the Securities will not be subject to any right, charge, security interest, lien, or claim of any kind in favor of Custodian or any Sub-Custodian or any person

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claiming through any of them except for Custodian's expenses relating to the Securities' safe custody or administration or other services made available under contractual agreements to Account by Custodian, and in the case of cash deposits at an Eligible Foreign Custodian, liens or rights in favor of the creditors of the Eligible Foreign Custodian arising under bankruptcy, insolvency, or similar laws, and (ii) the beneficial ownership of the Securities will be freely transferable without the payment of money or value other than for safe custody or administration.

5.8. ACCESS TO ACCOUNT RECORDS. Principal or its designee, shall have access, upon reasonable prior notice to Custodian, during regular business hours to the books and records relating to the Accounts, or shall be given confirmation of the contents of the books and records, maintained by Custodian or any Sub-Custodian holding securities hereunder to verify the accuracy of such books and records. Custodian shall notify Principal promptly of any applicable law or regulation in any country where Securities are held that would restrict such access or confirmation.

6. SELECTION AND MONITORING OF GLOBAL SUB-AGENT NETWORK Upon written notice to Principal, as provided in Subparagraph 6.3 of this Agreement, Custodian may from time to time select one or more Domestic Sub-Custodians and Eligible Foreign Custodians and, subject to the provisions of Subparagraph 6.5, one or more Eligible Securities Depositories, to hold Securities hereunder.

6.1. GOVERNING SUB-AGENT AGREEMENT. Any relationship Custodian establishes with an Eligible Foreign Custodian with respect to Securities shall be governed by a written contract providing for the reasonable care of Securities based on the standards specified in section Rule270.17(f) -5(c)(1) under the Act, and including the provisions set forth in Rule 270.17(f) -5(c)(2)(i)(A) through (F) under the Act, or provisions which Custodian determines provide the same or greater protection of Principal's Securities.

6.2. SUB-AGENT NETWORK SELECTION.
6.2.1. FOREIGN SUB-CUSTODIAN. In selecting an Eligible Foreign Custodian on behalf of Custodian, the Domestic Sub-Custodian shall exercise reasonable care, prudence and diligence and shall consider whether the Securities will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, including (i) the Eligible Foreign Custodian's practices, procedures, and internal controls, including, but not limited to, the physical protections available for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices;
(ii) the Eligible Foreign Custodian's financial strength, general reputation and standing in the country in which it is located, its ability to provide efficiently the custodial services required, and the relative cost of such services; and, (iii) whether the Eligible Foreign Custodian has branch offices in the United States, or consents to service of process in the United States, in order to facilitate jurisdiction over and enforcement of judgments against it.

6.2.2. ELIGIBLE SECURITIES DEPOSITORY. In selecting an Eligible Securities Depository, Custodian shall exercise reasonable care, prudence, and diligence in evaluating the custody risks associated with maintaining Securities with the Eligible Securities Depository under Custodian's custody arrangements with any relevant Eligible Foreign Custodian and the Eligible Securities Depository.

6.3. NOTICES TO PRINCIPAL. Custodian shall give written notice to Principal of its intent to deposit Securities with an Eligible Foreign Custodian or, directly or through an Eligible Foreign Sub-Custodian, with an Eligible Securities Depository. The notice shall identify the Eligible Foreign Custodian or Eligible Securities Depository and shall include reasonably available information relied on by Custodian in making the selection.

6.4. MONITORING OF SUB-AGENT NETWORK. Custodian shall monitor under its Monitoring System the appropriateness of the continued custody or maintenance of Principal's Securities with each Domestic Sub-Custodian and its Global Network of Eligible Foreign Custodian or Eligible Securities Depository.

6.4.1. Custodian shall evaluate and determine at least annually the continued eligibility of its Domestic Sub-Custodian and each Eligible Foreign Custodian and Eligible Securities Depository approved by

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Principal to act as such hereunder. In discharging this responsibility, Custodian shall (i) monitor on a continuing basis the services and reports provided by its Domestic Sub-Custodian for each of its Eligible Foreign Custodians or Eligible Securities Depositories; (ii) at least annually, obtain and review the periodic reports published by its Domestic Sub-Custodian confirming the Domestic Sub-Custodian's review of the continued eligibility of each Foreign Sub-Custodian and Foreign Securities Depository; and (iii) review periodic reports related to the Domestic Sub-Custodian's periodic physical inspections of the operations of each Eligible Foreign Custodian or Eligible Securities Depository as deemed appropriate.

6.4.2. Custodian shall provide to the Board annually and at such other times as the Board may reasonably request based on the circumstances of the Principal's foreign custody arrangements, written reports notifying the Board of the placement of Securities of Principal's Portfolios with a particular Domestic Sub-Custodian or a particular foreign Eligible Foreign Custodian within a Foreign Market or an Emerging Market and of any material change in the arrangements (including any material changes in any contracts governing such arrangements or any material changes in the established practices or procedures of Depositories) with respect to Securities of the Principal's Portfolios held by the Eligible Foreign Custodian.

6.4.3. If Custodian determines that (i) any Eligible Foreign Custodian or Eligible Securities Depository no longer satisfies the applicable requirements described in Subparagraph 1.5 of this Agreement (in the case of an Eligible Foreign Custodian) or Subparagraph 1.6 of this Agreement (in the case of an Eligible Securities Depository); or, (ii) any Eligible Foreign Custodian or Eligible Securities Depository is otherwise no longer capable or qualified to perform the functions contemplated herein; or, (iii) any change in a contract with a Eligible Foreign Custodian or any change in established Eligible Securities Depository or market practices or procedures shall cause a custody arrangement to no longer meet the requirements of the Act, Custodian shall promptly give written notice thereof to Principal. The notice shall either indicate Custodian's intention to transfer Securities held by the removed Eligible Foreign Custodian or Eligible Securities Depository to another Eligible Foreign Custodian or Eligible Securities Depository previously identified to Principal, or include a notice pursuant to Subparagraph 6.3 of this Agreement of Custodian's intention to deposit Securities with a new Eligible Foreign Custodian or Eligible Securities Depository, in either instance such transfer of Securities to be effected as soon as reasonably practical.

6.5. COMPULSORY DEPOSITORIES. Notwithstanding the foregoing sub-sections of this Paragraph 6, Custodian shall have no responsibility for the selection or monitoring of any Eligible Securities Depository or Eligible Securities Depository's agent ("Compulsory Depository") (i) the use of which is mandated by law or regulation; (ii) because securities cannot be withdrawn from the depository; or (iii) because maintaining securities outside the securities depository is not consistent with prevailing market practices in the relevant market; provided however, that Custodian shall notify Principal if Principal has directed a trade in a market containing a Compulsory Depository, so Principal and Advisor shall have an opportunity to determine the appropriateness of investing in such market.

6.6. ASSESSMENT OF CUSTODY RISK. Principal and Custodian agree that, for purposes of this Paragraph 6, Custodian's determination of appropriateness shall only include custody risk, and shall not include any evaluation of "country risk" or systemic risk associated with the investment or holding of assets in a particular country or market, including, but not limited to (i) the use of Compulsory Depositories; (ii) the country's or market's financial infrastructure; (iii) the country's or market's prevailing custody and settlement practices; (iv) risk of nationalization, expropriation or other governmental actions; (v) regulation of the banking or securities industries;
(vi) currency controls, restrictions, devaluation or fluctuation; and (vii) country or market conditions which may affect the orderly execution of securities transactions or affect the value of the transactions. Principal and Custodian further agree that the evaluation of any such country and systemic risks shall be solely the responsibility of Principal and the Investment Manager.

7. TRANSACTIONS

7.1. INSTRUCTIONS AND IMMEDIATELY AVAILABLE FUNDS. Principal, or where applicable, the Investment Manager, is responsible for ensuring that Custodian receives timely instructions and sufficient immediately available funds for all transactions by such time and date as conditions in the relevant market dictates. As used herein, "sufficient immediately available funds" shall mean either (i) sufficient cash denominated in the currency of Principal's home jurisdiction to purchase the necessary foreign currency, or (ii) sufficient

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applicable foreign currency, to settle the transaction. If Custodian does not receive such timely instructions and/or immediately available funds, Custodian shall have no liability of any kind to any person, including Principal, for failing to effect settlement. However, Custodian shall use reasonable efforts to effect settlement as soon as possible after receipt of appropriate instructions. Unless otherwise specified by Principal or Manager, foreign exchange transactions will be processed according to the instructions in Appendix B.

7.2. CUSTOMARY OR ESTABLISHED SETTLEMENT PRACTICES. Principal and Manager acknowledge settlement of and payment for Securities received for and delivered from the Account(s) may be made in accordance with the customary or established securities trading and securities processing practices in the market in which the transaction occurs. Principal understands that when Custodian is instructed to deliver Foreign Securities or Foreign Currencies against payment, delivery of such Foreign Securities and Foreign Currencies and receipt of payment therefore may not be completed simultaneously. Principal assumes full responsibility for all credit risks involved in connection with Custodian's delivery of Foreign Securities or Foreign Currencies pursuant to instructions of Principal or Manager.

7.3. ADDITIONS TO AND WITHDRAWALS FROM ACCOUNT. Custodian shall make all additions and withdrawals of Securities to and from an Account only upon receipt of and pursuant to written instructions from Principal or Manager.

7.4. PURCHASE OR SALES. Principal or Manager from time to time may instruct Custodian regarding the purchase or sale of Securities in accordance with this paragraph 7.

7.5. PURCHASES. Custodian shall settle purchases by charging the Account with the amount necessary to make the purchase and effecting payment to the seller or broker for the Securities. Custodian shall have no liability of any kind to any person, including Principal,except in the case of Custodian's negligent or intentional tortuous acts or willful misconduct, if Custodian effects payment on behalf of an Account, and the settler or broker specified by Manager fails to deliver the Securities purchased. Custodian shall exercise such ordinary care and diligence as would be employed by a reasonably prudent custodian in examining and verifying the certificates or other indicia of ownership of the Securities purchased before accepting them, except with respect to assets described in Paragraph 7.7.

7.6. SALES. Custodian shall settle sales by delivering certificates or other indicia of ownership of the Securities, and as instructed, shall receive cash for such sales. Custodian shall have no liability of any kind to any person, including Principal, if Custodian exercises due diligence and delivers such certificates or indicia of ownership and the purchaser or broker fails to effect payment.

7.7. DEPOSITORY SETTLEMENT. If a purchase or sale is settled through a Sub-Custodian or Depository, Custodian shall exercise such ordinary care and diligence as would be employed by a reasonably prudent custodian in verifying proper consummation of the transaction by the Sub-Custodian or Depository.

7.8. INCOME AND PRINCIPAL. Custodian or its designated Sub-Agents are authorized, as Principal's agent, to surrender against payment maturing obligations and obligations called for redemption, and to collect and receive payments of interest and principal, dividends, warrants, and other things of value in connection with Securities. Absent written instructions from Principal or Manager, funds will remain in the currency of collection upon receipt of payment.

7.9. FOREIGN CURRENCY TRANSACTIONS. At the direction of Principal or Manager, as the case may be, Custodian shall convert currency in an Account to other currencies through customary channels including, without limitation, Custodian or any of its affiliates or Sub-Custodian Network, as shall be necessary to effect any transaction directed by Principal or Manager. If Principal or Manager gives Custodian standing instructions to execute foreign currency exchange transactions on Principal's behalf, such transactions will be performed in accordance with the FX Standing Instructions Defined Spread Service Level Document as amended from time to time.

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7.10. TAXES. Custodian shall pay or cause to be paid from an Account all taxes and levies in the nature of taxes imposed on an Account or the Foreign Securities thereof by any country. Custodian will use reasonable efforts to give the Principal or Manager, as the case may be, advance notice of the imposition of such taxes. The Custodian shall have no responsibility or liability for any obligations now or hereafter imposed on the Principal or the Custodian as custodian of the Principal by the tax law of the United States or of any state or political subdivision thereof or any foreign jurisdiction. The sole responsibilities of the Custodian with regard to such tax law shall be to use reasonable efforts to effect the withholding of local taxes and related charges with regard to market entitlement/payment in accordance with local law and subject to local market practice or custom and to assist Principal with respect to any claim for exemption or refund under the tax law of countries for which Principal has provided such information. Except as specifically provided in this Agreement or otherwise agreed to in writing by the Custodian, the Custodian shall have no independent obligation to determine the tax obligations now or hereafter imposed on Principal by any taxing authority or to obtain or provide information relating thereto, and shall have no obligation or liability with respect to such tax obligations.

7.11. FOREIGN TAX RECLAMATION. Custodian shall use reasonable efforts to obtain refunds of taxes withheld on Foreign Securities or the income thereof that are available under applicable tax laws, treaties and regulations subject to Principal's provision of all documentation and certifications as required by U.S. and foreign tax authorities to establish the eligibility of Principal for tax reclamation under applicable law or treaty. Principal hereby agrees to indemnify and hold harmless Custodian and its agents in respect to any liability arising from any underwithholding or underpayment of any Tax which results from the inaccuracy or invalidity of any such forms or other documentation, and such obligation to indemnify shall be a continuing obligation of Principal, its successor and assignees, notwithstanding the termination of this Agreement. The Custodian is authorized to disclose any information required by any such tax or other governmental authority in relation to processing any claim for exemption from or reduction or refund of any taxes relating to the Principal's transactions and holdings.

7.12. COLLECTION OBLIGATIONS. Custodian shall diligently collect income and principal of Securities which the Custodian has received actual notice in accordance with normal industry practices. However, Custodian shall be under no obligation or duty to take any action to effect collection of any amount if the Securities upon which such amount is payable is in default, or if payment is refused after due demand. Custodian shall notify Principal and Manager promptly of such default or refusal to pay. Custodian shall have no duty to file or pursue any bankruptcy or class action claims with respect to Account, unless indemnified by Principal in manner and amount satisfactory to Custodian provided, however, unless Principal directs otherwise, Custodian will use its best efforts to file claims in class actions and pay any recovery to account, net of Bank's fees as disclosed in the fee schedule.

7.13. CAPITAL CHANGES. Custodian may, without further instruction from Principal or Manager, exchange temporary certificates and may surrender and exchange Securities for other securities in connection with any reorganization, recapitalization or similar transaction in which the owner of the Securities is not given an option. Custodian has no responsibility to effect any such exchange unless it has received notice of the event permitting or requiring such exchange at its office or the office of Custodian's designated agents.

7.14. FRACTIONAL INTEREST. Custodian shall receive and retain all stock distributed by a corporation as a dividend, stock split, or otherwise and, in connection therewith, any fractional shares, unless otherwise instructed or without authorization to sell.

7.15. DELIVERY OF INSTRUCTIONS AND FUNDS. Instructions and funds shall be directed to Custodian or Domestic Sub-Custodian, as applicable with respect to the foregoing.

8. CREDITS TO ACCOUNT

8.1. PAYMENT. Custodian may as a matter of bookkeeping convenience or by separate agreement with the Principal, credit the account with the proceeds from the sale, redemption or other disposition of Securities or interest or dividends or other distributions payable on Securities prior to its actual receipt of final payment; therefore, all such credits shall be conditional until the Custodian's actual receipt of final

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payment and may be reversed by Custodian to the extent that final payment is not received. Payment with respect to a transaction will not be final until Custodian receives immediately available funds under which applicable local law, rule and/or practice are irreversible and not subject to any security interest, levy or other encumbrance, and which are specifically applicable to such transaction. Principal acknowledges and agrees that any currency risk associated with such credits will be born by Principal.

8.2. EMERGING MARKET SETTLEMENT DATES. Notwithstanding the foregoing Paragraph 8.1, Principal understands and agrees that settlement of Securities transactions is available only on settlement date basis in certain Emerging Markets, which are identified in Appendix A, as amended from time to time.

8.2.1. CASH DEPOSITS. For Emerging Markets with restricted settlement conditions, cash of any currency deposited or delivered to the Account shall be available for use by Principal or Investment Manager only on the business day on which actual receipt of final payment and funds of good value are available to Sub-Custodian in the Account.

8.2.2. SECURITIES. For Emerging Markets with restricted settlement conditions, Securities deposited or delivered to an Account shall be available for use by Principal or Investment Manager only on the business day on which such Securities are held in the nominee name or are otherwise subject to the control of, and in a form for good delivery by, the Sub-Custodian.

9. OVERDRAFT AND INDEBTEDNESS

9.1. ADVANCE FUNDS. If Custodian advances funds to or for the benefit of Account in connection with the settlement of securities or currency transactions or other activity in the Account including overdrafts or other indebtedness incurred in connection with the settlement of securities transactions, maturity or income payments or funds transfers, Principal agrees to reimburse Custodian on demand the amount of the advance or overdraft and all related fees as established in Custodian's published fee schedule. Principal will bear the risk from any currency valuation differences associated with Principal's reimbursement obligations to Custodian. If Principal fails to timely reimburse Custodian, Custodian shall also have the right to utilize any cash in the Account in order to obtain reimbursement hereunder and to setoff Custodian's obligations with respect to any deposits or credit balances in the Account against any obligation of Principal hereunder.

9.2. REPAYMENT. To the extent permissible by applicable law, in order to secure repayment of Account's obligations to Custodian hereunder, Principal hereby pledges and grants to Custodian a continuing lien and security interest in, and right of set-off against, all of Account's right, title and interest in and to
(i) all Accounts in Principal's name and the Securities, money and other property now or hereafter held in such Accounts (including proceeds thereof); and (ii) each Account in respect of which or for whose benefit the advance or overdraft relates and the Securities, money and other property now or hereafter held in such Accounts, including proceeds thereof, not to exceed the amount of the Account's obligation to Custodian. In this regard, Custodian shall be entitled to all the rights and remedies of a pledgee and secured creditor under applicable laws, rules or regulations as then in effect. Principal authorizes the Custodian, in the Custodian's sole discretion, at any time to charge any overdraft or indebtedness, together with interest due thereon, against any balance of account standing to the credit of the Principal on the Custodian's books. In addition, the Custodian shall be entitled to utilize available cash and to dispose of such Principal's Securities to the extent necessary to obtain reimbursement.

10. CORPORATE ACTIONS, PROXIES AND LITERATURE

10.1. CORPORATE ACTIONS. Custodian shall notify Manager of the receipt of notices of redemptions, conversions, exchanges, calls, puts, subscription rights, and scrip certificates ("Corporate Action(s)"). Custodian need not monitor financial publications for notices of Corporate Actions and shall not be obligated to take any action unless actual notice has been received by Custodian at the offices of its Domestic Sub-Custodian. Custodian's sole responsibility in this regard shall be to give such notices to Principal or Investment Manager, as the case may be, within a reasonable time after Custodian receives them. Custodian has no responsibility to respond or otherwise act with respect to any such notice unless and until Custodian has received timely and appropriate instructions from Principal or Manager. Principal or Manager is responsible to ensure all required documentation and funds are available to Custodian and

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its agents as required under the terms of the offer or by legal jurisdiction in order for Custodian and its agent to take action on behalf of Account.

10.2. PROXIES. Custodian shall forward all proxies and accompanying material actually received by Custodian's Domestic Sub-Custodian that are issued by any company whose securities are held in an Account to Manager or Principal, as directed. Principal and Manager acknowledge that proxy services are limited in foreign markets and Custodian's sole responsibility with respect to such proxy materials will be to forward the proxy and accompanying material received by Custodian's Domestic Sub-Custodian to Principal or Manager. Custodian shall have no duty to translate or retain any material received unless required to do so by law.

10.3. CORPORATE LITERATURE. Custodian shall have no duty to forward or to retain any other corporate material received by Custodian for an Account unless required to do so by law. Custodian shall have no duty to translate or retain any material received from its Global Sub-Agent Network unless required to do so by law.

10.4. DISCLOSURE TO ISSUERS OF SECURITIES. Unless Principal directs Custodian in writing to the contrary, Principal agrees that Custodian or its Domestic Sub-Custodian or its Sub-Agents may disclose the name and address of the party with the authority to vote the proxies of the Securities held in an Account as well as the number of shares held, to any issuer of said Securities or its agents upon the written request of such issuer or agent in conformity with the provisions of the applicable law. Principal acknowledges that Custodian or its Domestic Sub-Custodian or its Sub-Agents may be required under jurisdictional law to disclose to issuers beneficial owner information regardless of Principal's instructions otherwise.

11. INSTRUCTIONS

11.1. WRITTEN. All instructions from Principal or Manager with respect to the Accounts must be from an authorized person in writing, and shall continue in force until changed by subsequent instructions. For purposes of this Paragraph 11, an AUTHORIZED PERSON means any of the persons duly authorized by the Board to give instructions on behalf of the Principal as set forth in a certificate along with any limitations on such Persons' scope of authority, such certificate to be executed by the Secretary or Assistant Secretary of the Principal, as the same may be revised from time to time. Pending receipt of written authority, Custodian may in its absolute discretion at any time accept oral, faxed, wired and electronically transmitted instructions from Principal or Manager provided Custodian believes in good faith that the instructions are genuine. If oral instructions are received, Principal or Manager, as the case may be, shall promptly confirm such instructions in writing or by facsimile or other means permitted hereunder. Principal will hold Custodian harmless for the failure of Principal or Manager to send confirmation in writing, the failure of such confirmation to conform to the telephone instructions received or Custodian's failure to produce such confirmation at any subsequent time. Only those individuals as may be designated by Principal from time to time are authorized to give instructions as described in this Agreement.

11.2. RELIANCE ON INSTRUCTIONS. Except as otherwise provided herein, all instructions shall be in writing, and shall continue in force until changed by subsequent instructions. Pending receipt of written authority, Custodian may in its absolute discretion at any time accept oral, wired or electronically transmitted instructions from Principal or Manager provided Custodian believes in good faith that the instructions are genuine. Further, Custodian may assume that any written or oral instructions received hereunder are consistent with the provisions of organizational documents of the Principal or of any vote, resolution or proceeding of the Principal's board oftrustees, unless and until Custodian receives written instructions to the contrary.

12. RIGHT TO RECEIVE ADVICE

12.1. ADVICE OF THE PRINCIPAL. If Custodian is in doubt as to any action it should or should not take under this Agreement, Custodian may request directions or advice, including oral instructions or written instructions, from the Principal.

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12.2. CONFLICTING ADVICE. In the event of a conflict between directions or advice or oral instructions or written instructions Custodian receives from the Principal, and the advice it receives from counsel, Custodian shall be entitled to rely upon and follow the advice of counsel.

12.3. PROTECTION OF CUSTODIAN. Custodian shall be indemnified by Principal and without liability for any action Custodian takes or does not take in reliance upon directions or advice or oral instructions or written instructions Custodian receives from or on behalf of the Principal, or from counsel and which Custodian believes, in good faith, to be consistent with those directions or advice or oral instructions or written instructions. Nothing in this paragraph shall be construed so as to impose an obligation upon Custodian to seek such directions or advice or oral instructions or written instructions.

13. ACCOUNTING AND REPORTING

13.1. COST AND NOMINAL VALUE. Principal agrees to furnish Custodian with the income tax cost basis and dates of acquisition of all Securities held in the Account to be carried on its records. If Principal does not furnish such information, Custodian shall carry the Securities at any such nominal value it determines, such value to be for bookkeeping purposes only. All statements and reporting of any matters requiring this information will use this nominal value. Custodian shall have no duty to verify the accuracy of the cost basis and dates of acquisition furnished by Principal. Securities purchased in the Account shall be carried at cost.

13.2. VALUATIONS. To the extent that Custodian has agreed to provide pricing or other information services, Custodian is authorized to utilize any vendor (including brokers and dealers of Securities and pricing services embedded in Custodian's securities processing or accounting systems) reasonably believed by Custodian to be reliable to provide such information. Principal understands that certain pricing information with respect to complex financial instruments including, without limitation, derivatives, may be based on calculated amounts rather than actual market transactions and may not reflect actual market values, and that the variance between such calculated amounts and actual market values may or may not be material. Where pricing vendors used by Custodian do not provide information for Securities, Principal or authorized party may advise Custodian regarding the fair market value of, or provide other information with respect to, such held Securities. If Principal or Manager does not provide such information, Custodian shall use the cost or nominal value for such Securities, solely for administrative convenience. Custodian shall not be liable for any loss, damage or expense incurred as a result of errors or omissions with respect to any pricing or other information utilized by Custodian hereunder and shall have no responsibility or duty to ascertain or authenticate the value of pricing applied to any such Security.

13.3. ACTIVITY REPORTS. Custodian shall provide access to Principal and Manager and other persons authorized by Principal to access advices of securities transactions and other information regarding the Account(s) by means of Custodian's online system.

13.4. STATEMENTS. Custodian shall provide Principal and Manager Account statements and other reports periodically via paper delivery or electronically by means of the Custodian's online service or as otherwise as agreed to by Principal and Custodian showing all income and principal transactions and cash positions, and a list of property. Principal may approve or disapprove any such statement within thirty (30) days of its receipt, and, if no written objections are received within the thirty (30) day period, such statement of Account shall be deemed approved.

Principal acknowledges and agrees that if Custodian's online service is selected, paper statements will be provided only upon request and that the Custodian's online statements, trade confirms and related online communications satisfy all of Custodian's existing legal and contractual obligations to provide statements, reports and confirmations with respect to the account. Printed trade confirmations for trades effected by the Custodian will be available upon request and at no additional cost. Principal and Manager may request printed trade confirmations for other securities transactions from the broker through which they direct such trades.

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14. USE OF OTHER BANK SERVICES

14.1. MUTUAL FUND INVESTMENTS. Principal or Manager may direct Custodian to utilize for the Account and mutual fund available in the market as permitted by law.These investment decisions may include, but are not limited to, money market mutual funds or long equity and fixed income mutual funds. Such funds may be sub-advised by an affiliate or subsidiary of Custodian and/or for which Custodian may also act as the mutual fund's custodian and/or provide other services for the mutual fund. Principal or Manager shall designate the particular mutual fund that Principal or Manager deems appropriate for the Account. Principal hereby acknowledges that Custodian or its affiliate or subsidiary will receive fees for such services in addition to those fees charged by Custodian as agent for the Principal's custody

14.2. FOREIGN EXCHANGE. Custodian makes available to Principal or Manager foreign exchange services directly with Custodian or through Custodian's Domestic Sub-Custodian to convert currencies in conjunction with transactions in the Principal's Account(s) under direction provided in Appendix B, as amended from time to time. Principal acknowledges that Custodian is the counterparty with respect to foreign exchange transactions provided under the Standing Instructions Defined Spread Service (Defined Spread Service) with Custodian's Domestic Sub-Custodian and is subject to Paragraph 9 of this Agreement.

14.2.1. STANDING INSTRUCTIONS DEFINED SPREAD SERVICE. Foreign currency exchanges offered under the Defined Spread Service are directed to Union Bank's Domestic Sub-Custodian or, for markets with currency restrictions, to the local market Sub-Agent. Both services may be amended from time to time.

14.2.2. DIRECT WITH UNION BANK'S GLOBAL CAPITAL MARKETS. Principal or Manager may elect to have foreign currency exchanges provided under separate agreement with Union Bank's Global Capital Markets and performed in accordance with Union Bank's Foreign Exchange Agreement.

Principal acknowledges that (i) Principal or Manager is not obligated to effect foreign currency exchange with Custodian or Custodian's Domestic Sub-Custodian,
(ii) Custodian will make available the relevant data so that Principal or Manager, as the case may be, can independently monitor foreign exchange activities, and (iii) Custodian will receive benefits for such foreign currency transactions as defined in Paragraph 14.2.2 which are in addition to the compensation which Custodian receives for administering the Account.

14.3. INTEREST BEARING DEPOSITS. Principal or Manager may direct that Account assets be invested in deposits with Union Bank or Domestic Sub-Custodian as a sweep vehicle or other deposit held in Custodian's nominee name for the benefit of its clients. Such deposits are covered by FDIC insurance up to the designated value in effect for each beneficial owner.

14.4. OTHER TRANSACTION SERVICES. Principal or Manager may direct Custodian to utilize for an Account other services or facilities provided by Custodian, its subsidiaries or affiliates. Such services may include, but are not limited to the placing of orders for the purchase or sale of units or shares of any registered investment company, including such registered investment company to which Custodian, UnionBanCal Corporation, or their subsidiaries or affiliates, manage, provide investment advice, act as custodian or provide other services.

14.5. CREDIT FACILITIES. Custodian may, in accordance with its commercial lending practices, enter into a credit facility with Principal for use with the operation of an Account. Such credit facility will be agreed to under separate agreement and subject to the terms and conditions, therein. Principal acknowledges that any such credit facility is subject to the lien provisions of Paragraph 9.2 of this Agreement.

15. CUSTODIAN'S RESPONSIBILITIES AND LIABILITIES

15.1. STANDARD OF CARE. In performing the responsibilities delegated to it under this Agreement, the Custodian agrees to exercise reasonable care and shall not be liable for any damages arising out of the Custodian's performance of or failure to perform its duties under this Agreement except to the extent that damages arise directly out of the Custodian's (or its employees', officers' or other agents') willful misfeasance, negligence, bad faith or otherwise from a material breach of this Agreement by Custodian.

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[C] Union Bank, N.A. (2013_0327)

15.2. INVESTMENT AUTHORITY. The parties intend that Custodian shall not be considered a fiduciary of the Account.

15.3. INSURANCE AND FORCE MAJEURE. Without limiting the generality of Paragraph 15.1 or of any other provision of this Agreement, the Custodian shall not be liable so long as and to the extent that it exercises reasonable care, for any defect in the title, validity or genuineness of any Security or in the evidence of title thereto received by it or delivered by it pursuant to this Agreement. In addition, Custodian (i) shall not be required to maintain any special insurance for the benefit of Principal, and (ii) shall not be liable or responsible for any loss, damage, expense, failure to perform or delay caused by accidents, strikes, fire, flood, war, riot, electrical or mechanical or communication line or facility failures, acts of third parties (including without limitation any messenger, telephone or delivery service), acts of God, war, government action, civil commotion, fire, earthquake, or other casualty or disaster or any other cause or causes which are beyond Custodian's reasonable control. However, Custodian shall use reasonable efforts to replace Securities lost or damaged due to such causes with securities of the same class and issue with all rights and privileges pertaining thereto. Custodian shall be liable to Principal for any loss which shall occur as the result of the failure of a Sub-Custodian to exercise reasonable care with respect to the safekeeping of assets to the same extent that Custodian would be liable to Principal if Custodian were holding such securities and cash in its own premises.

In the event of a loss of investments for which Custodian is responsible under the terms of this Agreement, Custodian shall replace such investment, or in the event that such replacement cannont be effected, Custodian shall pay to the affected Portfolio the fair market value of such investment based on the last available price as of the close of business in the relevant market on the date that a claim was first made to the Custodian with respect to such loss or such other amount as shall be agreed by the parties.

15.4. LEGAL PROCEEDINGS

15.4.1. Custodian shall not be required to appear in or defend any legal proceedings with respect to the Account or the Securities unless Custodian has been indemnified to its reasonable satisfaction against loss and expense (including reasonable attorneys' fees).

15.4.2. With respect to legal proceedings, Custodian may consult with counsel acceptable to it after written notification to Principal concerning its duties and responsibilities under this Agreement, and shall not be liable for any action taken or not taken in good faith on the advice of such counsel.

15.4.3. To the extent permissible by law or regulation and upon Principal's request, the Principal shall be subrogated to the rights of the Custodian with respect to any claim for any loss, damage or claim suffered by Principal, in each case to the extent that the Custodian fails to pursue any such claim or Principal is not made whole in respect of such loss, damage or claim.

16. INDEMNITIES AND LIMITATION OF LIABILITY

16.1. In addition to the indemnification provisions contained in this Agreement, Principal agrees to indemnify, defend and hold harmless Custodian from all liabilities, claims demands, losses and costs including, without limitation, reasonable attorneys' fees and expenses of legal proceedings ("Claims") resulting from Custodian's reasonable reliance on instructions received from Principal and the terms of this Agreement. Neither Custodian, nor any of its affiliates, shall be indemnified against any liability (or any expenses incident to such liability) caused by Custodian's or its affiliates' own willful misfeasance, bad faith, negligence or reckless disregard in the performance of Custodian's or its affiliates' activities under this Agreement. The provisions of this Paragraph 17 shall survive termination of this Agreement.

16.2. The Custodian agrees to indemnify Principal and each Portfolio from all Claims as defined in Section 17.1 that a Portfolio may sustain or incur or that may be asserted against a Portfolio arising directly or indirectly out of any action taken or omitted to be taken by Custodian, any Sub-Custodian and any nominee thereof as a result of such party's refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). Neither Principal, nor any of its affiliates, shall be indemnified against any liability (or any expenses incident to such liability) caused by Principal's or

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[C] Union Bank, N.A. (2013_0327)

its affiliates' own willful misfeasance, bad faith, negligence or reckless disregard in the performance of Principal's or its affiliates' activities under this Agreement. The provisions of this Paragraph 17 shall survive termination of this Agreement.

16.3.

16.4. In all cases,each party's liability under this Agreement shall be limited to the resulting direct loss, if any, incurred by the other party. Under no circumstances shall either party be liable for any incidental, consequential, indirect, punitive, or special damage which the other party may incur or suffer in connection with this Agreement.

17. COMPENSATION AND OTHER CHARGES

17.1. COMPENSATION. Principal shall pay Custodian compensation for its services hereunder as specified in Appendix C and as amended from time to time. Fees shall accrue and be taken in arrears as specified on the active fee schedule and charged to the Account unless Principal has requested that it be billed directly. However, any fees not paid within 60 days of billing will be charged to the Account.

17.2. EXPENSES. Principal shall reimburse Custodian by debiting the Account for all reasonable out-of-pocket expenses and processing costs incurred by Custodian and Global Sub-Custodian Network in the administration of the Account including, without limitation, reasonable counsel fees incurred by Custodian pursuant to Subparagraph ERROR! REFERENCE SOURCE NOT FOUND. of this Agreement.

18. AMENDMENT AND TERMINATION

18.1. AMENDMENT. This Agreement may be amended at any time by a written instrument signed by the parties or by Custodian immediately if required by applicable law or upon thirty (30) days written notice to Principal.

18.2. TERMINATION. Either party may terminate this Agreement upon 90 days' written notice. In addition, Either party may terminate this Agreement at any time (a) for cause, which is a material breach of the Agreement not cured within 60 days, in which case termination shall be effective upon written receipt of notice by the non-terminating party, or (b) upon 30 days' written notice to the other party in the event that either party is adjudged bankrupt or insolvent, or there shall be commenced against such party a case under any applicable bankruptcy, insolvence or other similar law now or hereafter in effect. In addition this Agreement will terminate automatically with respect to any Portfolio in connection with the liquidation or reorganization of the Portfolio out of Principal. Upon such termination, Custodian shall deliver or cause to be delivered the Securities, less any amounts due and owing to Custodian under this Agreement, to a successor custodian designated by Principal or, if a successor custodian has not accepted an appointment by the effective date of termination of the Account, to Principal. Upon completion of such delivery Custodian shall be discharged of any further liability or responsibility with respect to the Securities so delivered. In the event that Securities or other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of Principal to provide proper instructions, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect. In the event that no proper instructions designating a successor custodian or alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the Act of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all Securities held by the Custodian on behalf of Principal and all instruments held by the Custodian relative thereto held by it under this Agreement on behalf of Principal, and to transfer to an account of such successor custodian all of the Securities held in an Account. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. All expenses associated with the transfer of custody hereunder upon termination hereof shall be borne by the Principal (except as may be specifically agreed in writing by the parties in relation to special arrangements).

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[C] Union Bank, N.A. (2013_0327)

19. SUCCESSORS This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors in interest. This Agreement may not be assigned by either party, nor may the duties of either party hereunder be delegated, without the prior written consent of the other party.

20. GOVERNING LAW The validity, construction, and administration of this Agreement shall be governed by the applicable laws of the United States from time to time in force and effect and, to the extent not preempted by such laws of the United States, by the laws of the State of California from time to time in force and effect. Any action or proceeding to enforce, interpret or adjudicate the rights and responsibilities of the parties hereunder shall be commenced in the State or Federal courts located in the State of California.

21. NOTICES Except as otherwise specified herein, all notices, requests, demands and other communications under this Agreement shall be signed and in writing and shall be deemed as having been duly given on the date of service, if served personally on the party to whom notice is to be given, or on the fifth (5) day after mailing, if mailed to the party to whom notice is to be given and properly addressed as follows:

To Principal:           The Advisors' Inner Circle Fund III
                        c/o SEI Investments, Inc.
                        1 Freedom Valley Drive, Oaks PA 19456

To Custodian:           Union Bank, N.A.
                        350 California Street, 6(th) Floor
                        San Francisco, CA 94104
                        Attn: Margaret Bond, Vice President
                        Facsimile: (877) 823-3601
                        Email: ITCS_FUNDS_2@UNIONBANK.COM

This agreement and any amendment, notice or other document required to be signed and in writing under this Agreement may be delivered by personal service or U.S first class mail postage prepaid or via fax provided that any notice or other writing sent by fax shall also be mailed, postage prepaid, to the party to whom such notice is addressed, email with an imaged or scanned attachment (such as a .PDF), or similar electronic transmission with electronic signature through Union Bank's online secure messaging service pursuant to security protocols established and agreed by the parties, unless otherwise specified herein. Signatures delivered via fax, email, or similar electronic transmission shall be effective as original signatures in binding the parties and shall be effective upon receipt.

Periodic communications related to foreign currencies and global market updates will be available to authorized parties through Union Bank's secure messaging service.

22. CONFIDENTIALITY All non-public information and advice furnished by either party to the other shall be treated as confidential and will not be disclosed to third parties without the prior consent of such providing party or unless required by law, except that Union Bank may disclose any information to any government regulator of Union Bank or the Affiliated Entities as required by law.

23. EFFECTIVE DATE This Agreement shall be effective as of the date appearing below, and shall supersede any prior or existing agreements between the parties pertaining to the subject matter hereof.

24. COUNTERPARTS This Agreement may be executed 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. This Agreement and all exhibits,

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[C] Union Bank, N.A. (2013_0327)

appendices, attachments and amendments hereto may be reproduced by any reasonable means. The parties hereto each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

25. MISCELLANEOUS Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof. This Agreement embodies the entire agreement and understanding between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.

BY PRINCIPAL: ACCEPTED:                           UNION BANK, N.A.

By: /s/ Dianne M. Descoteaux                      By: /s/ Theresa A. Moore
    ------------------------                          --------------------------
Name: Dianne M. Descoteaux                        Name: Theresa A. Moore
Title: VP & Secretary                             Title: Vice President
Date: 02/20/2014                                  Date: 02/19/2014


By: /s/ Lisa K. Whittaker                         By: /s/ Kevin P. Galvin
Name: Lisa K. Whittaker                           Name: Kevin P. Galvin
Title: VP & Assistant Secretary                   Title: Senior Vice President
Date: 02/20/2014                                  Date: 02/19/2014

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[C] Union Bank, N.A. (2013_0327)

SCHEDULE I
TO THE
CUSTODIAN AGREEMENT
BY AND BETWEEN
THE ADVISORS' INNER CIRCLE FUND III
and
UNION BANK, N.A.

DATE: FEBRUARY 19, 2014

NAMES OF FUNDS

NorthPointe Micro Cap Equity Fund
NorthPointe Small Cap Growth Fund
NorthPointe Small Cap Value Fund
NorthPointe Large Cap Value Fund

By: The Advisors' Inner Circle Fund III        By: Union Bank, N.A., "Custodian"

By: /s/ Dianne M. Descoteaux                   By: /s/ Theresa A. Moore
------------------------------------           ---------------------------------
Authorized Signature                           Authorized Signature

Dianne M. Descoteaux, VP & Secretary           Theresa A. Moore, VP
------------------------------------           ---------------------------------
Name & Title                                   Name & Title

02/20/2014                                     02/19/2014
------------------------------------           ---------------------------------
Date                                           Date

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[C] Union Bank, N.A. (2013_0327)

GLOBAL MATRIX                                                                                                      [UNION BANK LOGO]
INSTITUTIONAL TRUST & CUSTODY SERVICES
Effective January 1, 2014

------------------------------------------------------------------------------------------------------------------------------------
                                                   TRANSACTION FEES/CUSTODY FEES
------------------------------------------------------------------------------------------------------------------------------------
          Waived        $20          $25          $30          $35          $50          $55          $60          $75
.004%       USA
------------------------------------------------------------------------------------------------------------------------------------
.01%                               Canada
------------------------------------------------------------------------------------------------------------------------------------
                                  Euroclear
.02%                               France
                                   Germany
                                     UK
------------------------------------------------------------------------------------------------------------------------------------
                                  Australia
                                  Hong Kong                               Netherlands
.03%                   Japan       Finland      Ireland      Sweden       New Zealand
                                    Italy
                                  Singapore
                                 Swizterland
------------------------------------------------------------------------------------------------------------------------------------
                                                                            Austria
                        Dep.                                                Belgium
05%                   Ineliig/   So. Africa                  Spain          Denmark
                       Phys                                                  Korea
                                                                            Norway
------------------------------------------------------------------------------------------------------------------------------------
.07%                                                        Brazil         Portugal
                                                            Mexico
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                   India
.10%                                                                       Malaysia      Turkey                  Philippines
                                                                           Thailand                                Poland
                                                                                                                   Taiwan
------------------------------------------------------------------------------------------------------------------------------------
                                                                           Estonia                   Indonesia
.15%                                                                       Greece        Iceland      Shanghai
                                                                           Israel                     Shenzhen
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                  Czech Rep
.20%                                                                      Lithuania                                Hungary
------------------------------------------------------------------------------------------------------------------------------------
                                                                          Argentina                                Bermuda
.25%                                                                                                   Cyprus       Chile
                                                                                                                     Peru
------------------------------------------------------------------------------------------------------------------------------------
.30%
------------------------------------------------------------------------------------------------------------------------------------
.35%                                                                                                             Namibia
                                                                                                                 Nigeria
------------------------------------------------------------------------------------------------------------------------------------
.40%                                                                                                             Latvia
                                                                                                                Slovenia
------------------------------------------------------------------------------------------------------------------------------------
.45%
------------------------------------------------------------------------------------------------------------------------------------
.50%                                                                                                             Tunisia
------------------------------------------------------------------------------------------------------------------------------------
.60%
------------------------------------------------------------------------------------------------------------------------------------
.70%
------------------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------------------
                                                   TRANSACTION FEES/CUSTODY FEES
------------------------------------------------------------------------------------------------------------------------------------
                    $100          $115          $125          $135          $140          $145          $150          $155
.004%
------------------------------------------------------------------------------------------------------------------------------------
.01%
------------------------------------------------------------------------------------------------------------------------------------
.02%
------------------------------------------------------------------------------------------------------------------------------------
.03%
------------------------------------------------------------------------------------------------------------------------------------
05%
------------------------------------------------------------------------------------------------------------------------------------
.07%
------------------------------------------------------------------------------------------------------------------------------------
.10%
------------------------------------------------------------------------------------------------------------------------------------
.15%
------------------------------------------------------------------------------------------------------------------------------------
.20%             Sri Lanka

------------------------------------------------------------------------------------------------------------------------------------
.25%

------------------------------------------------------------------------------------------------------------------------------------
                                                                           Slovak
.30%                                                                       Republic
------------------------------------------------------------------------------------------------------------------------------------
.35%             Croatia                     Mauritius
                 Egypt
------------------------------------------------------------------------------------------------------------------------------------
.40%             Pakistan       Morocco       Tanzania

------------------------------------------------------------------------------------------------------------------------------------
                 Bulgaria                     Vietnam
.45%                                          Zambia                        Jordan                    Venezuela
                                              Zimbabwe
------------------------------------------------------------------------------------------------------------------------------------
                 Colombia
.50%             Ecuador                      Ghana
                 Romania                      Serbia        Botswana        Kenya         Mali                        Bangldsh
                 Russia                                                     UAE
------------------------------------------------------------------------------------------------------------------------------------
.60%             Uruguay
------------------------------------------------------------------------------------------------------------------------------------
.70%                                          Ukraine
------------------------------------------------------------------------------------------------------------------------------------

Client Initials /s/ DMD

1 of 2

GLOBAL MATRIX [UNION BANK LOGO]
INSTITUTIONAL TRUST & CUSTODY SERVICES
Effective January 1, 2012

ITEMIZED FEES

Third-Party FX                                              $35

Federal Reserve System Wires                                $10

Options Contracts (written, exercised or expired)           $10
Principal Pay-Downs                                         $ 3

Minimum Annual Fee*:
     Domestic Portfolio(s)                                  $ 5,000
     International Portfolio(s)                             $10,000
     Option Collateral Accounts                             $ 2,500
     Tri-Party Collateral Accounts                          $ 2,500**

Free Receipt of initial transfer of assets to Union Bank.   Waived

Class Action Services                                       6% of recovered fees

DISCLOSURES

MARKET VALUE USED FOR FEE CALCULATIONS ON FEE INVOICES MAY DIFFER SLIGHTLY FROM MARKET VALUES ON CLIENT STATEMENTS DUE TO POSTING OF ACCRUALS, LATE PRICING OF SECURITIES AND/OR OTHER TIMING ISSUES.

A TRANSACTION IS DEFINED AS ANY ACTIVITY AFFECTING ASSETS INCLUDING PURCHASES, SALES, TENDER OFFERS, STOCK DIVIDENDS, FREE DELIVERIES, MATURITIES, EXCHANGES, REDEMPTIONS, ETC. FEES FOR FOREIGN SECURITIES, FOREIGN EXCHANGE TRANSACTIONS, INTERNATIONAL WIRES, AND NON-STANDARD SERVICES ARE QUOTED SEPARATELY. UNION BANK RETAINS THE RIGHT TO CHARGE SPECIAL FEES FOR EXTRAORDINARY SERVICES NOT COVERED IN THIS FEE SCHEDULE.

CERTAIN UNIQUE MARKET COSTS, TAX RECLAIMS, PROXIES, ETC. MAY BE TREATED AS OUT-OF-POCKET EXPENSES.

YOU MAY BE ASSESSED AN OVERDRAFT CHARGE FOR ANY NEGATIVE BALANCE IN YOUR ACCOUNT, PROVIDED SUCH ADVANCE OR OVERDRAFT IS NOT RELATED TO BANK ERRORS OR OMISSIONS. THE CURRENT RATE WILL BE PROVIDED AT TIME OF ACCOUNT OPENING AND MAY BE SUBJECT TO CHANGE UPON NOTIFICATION. PLEASE SEE YOUR ACCOUNT AGREEMENT FOR ADDITIONAL INFORMATION.

FEES ARE INVOICED MONTHLY UNLESS OTHERWISE AGREED. THIS FEE SCHEDULE IS SUBJECT TO CHANGE UPON THIRTY (30) DAYS WRITTEN NOTICE

*INCLUDES CASH SWEEP
**REQUIRES SEPARATE FEE SCHEDULE

ACKNOWLEDGMENT

Advisors' Inner Circle Funds III
----------------------------------
Client Name

/s/ Dianne Descoteaux                                02/20/2014
----------------------------------                   ---------------------------
Authorized Client Representative                     Date


/s/ Theresa Moore                                    02/21/2014
----------------------------------                   ---------------------------
Union Bank Representative                            Date

2 of 2

ADMINISTRATION AGREEMENT

THIS ADMINISTRATION AGREEMENT (this "AGREEMENT") is made as of the 12th day of February, 2014 (the "EFFECTIVE DATE"), by and among The Advisors' Inner Circle Fund III, a statutory trust formed under the laws of the State of Delaware (the "TRUST"), SEI Investments Global Funds Services, a statutory trust formed under the laws of the State of Delaware (the "ADMINISTRATOR"), and each investment advisor (each an "INVESTMENT ADVISOR") that executes a Series Schedule to this Agreement, substantially in the form attached hereto as Exhibit A (each a "SERIES SCHEDULE"). Each Investment Advisor shall be a limited party to this Agreement solely in respect of its rights and obligations as specifically set forth herein and in respect of the Funds indicated in its applicable Series Schedule (as such term is defined herein). Each Series Schedule, as may be amended from time to time, shall be considered a part of this Agreement.

WHEREAS, the Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 ACT"), consisting of separate investment portfolios (each a "FUND"), each of which may consist of one or more classes (each a "CLASS") of shares of beneficial interest ("SHARES");

WHEREAS, for purposes of this Agreement, each group of Funds for which a particular Investment Advisor acts as investment advisor pursuant to a Series Schedule, shall be referred to herein as a "SERIES"; and

WHEREAS, the Trust desires the Administrator to provide, and the Administrator is willing to provide, administrative and accounting services to such Funds of the Trust on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the Trust, the Administrator and each Investment Advisor (solely with respect to its specific obligations herein and as relating to its Series) hereby agree as follows:

SECTION 1 DEFINITIONS

1.01 "1940 ACT" shall have the meaning given to such term in the preamble of this Agreement.

1.02 "ADMINISTRATOR" shall have the meaning given to such term in the preamble of this Agreement.

1.03 "AGREEMENT" shall have the meaning given to such term in the preamble of this Agreement.

1.04 "AML REGIME" shall have the meaning given to such term in SECTION 12.12 of this Agreement.

1.05 "CONFIDENTIAL INFORMATION" shall have the meaning given to such term in SECTION 11.01 of this Agreement.

1.06 "DISCLOSING PARTY" shall have the meaning given to such term in
SECTION 11.01 of this Agreement.

1.07 "FUND" shall have the meaning given to such term in the preamble of this Agreement.

1.08 "GROSS NEGLIGENCE" means a conscious, voluntary act or omission in reckless disregard of a legal duty and the rights of, or consequences to, others.

The Advisors' Inner Circle Fund III Administration Agreement Page 1 of 19 SEI -- 167888v3

1.09 "INTERESTED PARTY" or "INTERESTED PARTIES" means the Administrator, its subsidiaries and its affiliates and each of their respective officers, directors, employees, agents, delegates and associates.

1.10 "INVESTMENTS" shall mean such cash, securities and all other assets and property of whatsoever nature now owned or subsequently acquired by or for the account of a Fund.

1.11 "INVESTMENT ADVISOR" shall refer to each investment advisor appointed by the Trust (or successor investment advisor as may be appointed by the Trust from time to time) that executes a Series Schedule to this Agreement, solely with respect to the Funds indicated on such Series Schedule, as the same may be amended form time to time.

1.12 "ORGANIZATIONAL DOCUMENTS" means, as applicable, the, declaration of trust, certificate of trust, bylaws or other similar documentation setting forth the respective rights and obligations of trustees, officers and Shareholders of the Trust.

1.13 "PERSON" shall mean any natural person, partnership, estate, association, custodian, nominee, limited liability company, corporation, trust or other legal entity.

1.14 "PRICING SOURCES" shall have the meaning given to such term in
SECTION 6 of this Agreement.

1.15 "PROPRIETARY INFORMATION" shall have the meaning given to such term in SECTION 12.01 of this Agreement.

1.16 "REASONABLE STEPS" shall have the meaning given to such term in
SECTION 11.01 of this Agreement.

1.17 "RECEIVING PARTY" shall have the meaning given to such term in
SECTION 11.01 of this Agreement.

1.18 "SHARES" refers to the shares of stock of or other equity interest in, as the case may be, a Fund.

1.19 "SHAREHOLDER" shall refer to a record owner of outstanding Shares of a Fund.

1.20 "TRUST DATA" shall have the meaning given to such term in SECTION 2.04 of this Agreement.

1.21 "TRUST MATERIALS" means any prospectus, registration statement, statement of additional information, proxy solicitation annual or other periodic report of the Trust or a Fund as applicable, or any advertising, marketing, Shareholder communication, or promotional material generated by the Trust, an Investment Advisor or sub-advisor on behalf of a Fund from time to time, as appropriate, including all amendments or supplements thereto.

1.22 "WEB ACCESS" shall have the meaning given to such term in SECTION 12.01 of this Agreement.

SECTION 2 APPOINTMENT AND CONTROL

2.01 SERVICES. The Trust hereby appoints the Administrator to be, and the Administrator agrees to act as, the administrative agent of the Trust for the term and subject to the provisions hereof. The Administrator shall perform (and may delegate or sub-contract, as provided below) the services set forth in this Agreement, including the services set forth

The Advisors' Inner Circle Fund III Administration Agreement Page 2 of 19 SEI -- 167888v3

in SCHEDULE I, which may be amended from time to time in writing by the Administrator and the Trust ("SERVICES"). In performing its duties under this Agreement, the Administrator will act in all material respects in accordance with the Trust Materials as they may be amended (provided copies are delivered to the Administrator).

2.02 AUTHORITY. Each of the activities engaged in under the provisions of this Agreement by the Administrator on behalf of the Trust shall be subject to the overall direction and control of the Trust or any Person authorized to act on the Trust's behalf (including, without limitation, the board of trustees of the Trust and the Investment Advisor with respect to a Fund within its Series); provided, however, that the Administrator shall have the general authority to do all acts deemed in the Administrator's good faith belief to be necessary and proper to perform its obligations under this Agreement. In performing its duties hereunder, the Administrator shall observe and generally comply with the Trust Materials, all applicable resolutions and/or directives of the Trust's board of trustees of which it has notice, and applicable laws which may from time to time apply to the Services rendered by the Administrator. The Administrator (i) shall not have or be required to have any authority to supervise the investment or reinvestment of the securities or other properties which comprise the assets of any Fund and (ii) shall not provide any investment advisory services to the Trust or any Fund, and shall have no liability related to the foregoing.

2.03 THIRD PARTIES; AFFILIATES. The Administrator may delegate to, or sub-contract with, third parties or affiliates administrative or other functions it deems necessary to perform its obligations under this Agreement; provided, however, all fees and expenses incurred in any delegation or sub-contract shall be paid by the Administrator and the Administrator shall remain responsible to the Trust for the acts and omissions of such other entities as if such acts or omissions were the acts or omissions of the Administrator. The Trust acknowledges that during the term of this Agreement, the services to be performed by the Administrator may be completed by one or more of the Administrator's affiliates or third parties located in or outside of the United States of America.

2.04 TRUST DATA. The Trust shall be solely responsible for the accuracy, completeness, and timeliness of all data and other information provided to the Administrator by or on behalf of the Trust pursuant to this Agreement (including, without limitation, (i) prices, (ii) sufficient transaction supporting documentation, (iii) detailed accounting methodologies with respect to the Trust's Investments as approved by the Trust's auditors, (iv) trade and settlement information from prime brokers and custodians, and (v), Fund information provided directly or indirectly by an Investment Advisor) (collectively, "TRUST DATA"). All Trust Data shall be provided to the Administrator on a timely basis and in a format and medium reasonably requested by the Administrator from time to time. The Trust shall have an ongoing obligation to promptly update all Trust Data so that such information remains complete and accurate. All Trust Data shall be prepared and maintained, by or on behalf of the Trust, in accordance with applicable law, the Trust Materials and generally accepted accounting principles. The Administrator shall be entitled to rely on all Trust Data and shall have no liability for any loss, damage or expense incurred by any Fund or any other Person to the extent that such loss, damage or expense arises out of or is related to Trust Data that is not timely, current, complete and accurate.

SECTION 3 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE TRUST

3.01 The Trust represents and warrants that:

3.01.01. it has full power, right and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all requisite

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actions on its part, and no other proceedings on its part are necessary to approve this Agreement or to consummate the transactions contemplated hereby; this Agreement has been duly executed and delivered by it; this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with the Agreement's terms;

3.01.02. it is not a party to any, and there are no, pending or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, "ACTIONS") of any nature against it or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition. There is no injunction, order, judgment, decree, or regulatory restriction imposed specifically upon it or any of its properties or assets;

3.01.03. no existing Shareholder is a designated national and/or blocked person as identified on the Office of Foreign Assets Control's list maintained by the U.S. Department of Treasury (found at http://www.treas.gov.ofac) or any other relevant regulatory or law enforcement agencies, as applicable to a Fund.

3.01.04. it is not in default under any contractual or statutory obligations whatsoever (including the payment of any tax) which, individually or in the aggregate, could materially and adversely affect, or is likely to materially and adversely affect, its business or financial condition;

3.01.05. it has obtained all consents and given all notices (regulatory or otherwise), made all required regulatory filings and is in compliance with all applicable laws and regulations;

3.01.06. it has a valid engagement with an independent auditor, custodian and broker and will provide additional information regarding such service providers, including information regarding the terms of its agreements with such service providers, upon request;

3.01.07. as of the close of business on the Effective Date, the Trust has authorized the issuance of an indefinite number of Shares and has elected to register an indefinite number of shares in accordance with Rule 24f-2 under the 1940 Act;

3.01.08. if necessary, any Shareholder approval of this Agreement has been obtained;

3.01.09. it has notified the Administrator of any and all separate agreements between the Trust and any third party that could have an impact on the Administrator's performance of its obligations pursuant to this Agreement; and

3.02 The Trust covenants and agrees that:

3.02.01. it will furnish the Administrator from time to time with complete copies, authenticated or certified, of each of the following:

(a) Copies of the following documents:

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(1) The Trust's current Declaration of Trust and of any amendments thereto, certified by the proper official of the state in which such document has been filed;

(2) The Trust's current bylaws and any amendments thereto; and

(3) Copies of resolutions of the trustees covering the approval of this Agreement, authorization of a specified officer of the Trust to execute and deliver this Agreement and authorization for specified officers of the Trust to instruct the Administrator.

(b) A list of all the officers of the Trust, together with specimen signatures of those officers who are authorized to instruct the Administrator in all matters;

(c) Copies of all Trust Materials, including the current prospectus and statement of additional information for each Fund; and

(d) The expense budget for each Fund for the current fiscal year.

The Trust shall promptly provide the Administrator with written notice of any updates of or changes to any of the foregoing documents or information, including an updated written copy of such document or information. Until the Administrator receives such updated information or document, the Administrator shall have no obligation to implement or rely upon such updated information or document.

3.02.02. it shall timely perform or oversee the performance of all obligations identified in this Agreement as obligations of the Trust, including, without limitation, providing the Administrator with all Trust Data and Organizational Documents reasonably requested by the Administrator;

3.02.03. it will notify the Administrator as soon as reasonably practical in advance of any matter which could materially affect the Administrator's performance of its duties and obligations under this Agreement, including any amendment to the documents referenced in SECTION 3.02.01 above;

3.02.04. it will comply in all material respects with all applicable requirements of the Securities Act of 1933, the Securities Exchange Act of 1934, the 1940 Act, and any laws, rules and regulations of governmental authorities having jurisdiction;

3.02.05. any reference to the Administrator or this Agreement in the Trust Materials shall be limited solely to the description provided by the Administrator in writing from time to time or such other description as the parties shall mutually agree in advance and in writing, or which is required by applicable law or regulation;

3.02.06. it shall be solely responsible for its compliance with applicable investment policies, the Trust Materials, and any laws and regulations governing the manner in which its assets may be invested, and shall be solely responsible for any losses attributable to non-compliance with the Trust Materials, and applicable policies, laws and regulations governing the Trust, its activities or the duties, actions or omissions of each Investment Advisor; and

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3.02.07. it will promptly notify the Administrator of updates to its representations and warranties hereunder.

SECTION 4 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ADMINISTRATOR

4.01 The Administrator represents and warrants that:

4.01.01. it has full power, right and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all requisite action on its part, and no other proceedings on its part are necessary to approve this Agreement or to consummate the transactions contemplated hereby; this Agreement has been duly executed and delivered by it; this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with the Agreement's terms.

4.01.02. it is not a party to any, and there are no, pending or threatened actions of any nature against it or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition. There is no injunction, order, judgment, decree, or regulatory restriction imposed specifically upon it or any of its properties or assets.

4.01.03. it is not in default under any statutory obligations whatsoever (including the payment of any tax) which materially and adversely affects, or is likely to materially and adversely affect, its business or financial condition.

SECTION 5 LIMITATION OF LIABILITY AND INDEMNIFICATION

5.01 The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or Gross Negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. Under no circumstances shall the Administrator be liable to the Trust or any Fund for consequential, indirect or punitive damages.

5.02 So long as the Administrator, or its agents, acts without willful misfeasance, bad faith or Gross Negligence in the performance of its duties, and without reckless disregard of its obligations and duties hereunder, the Trust assumes full responsibility on behalf of each Fund and shall indemnify the Administrator and hold it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of any act or omission of the Administrator in carrying out its duties hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement.

5.03 The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. If in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Administrator shall promptly advise the Trust of the pertinent facts concerning the situation in question, and the Administrator will use all reasonable care to identify and notify the Trust promptly

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concerning any situation which presents or appears likely to present the probability of such a claim for indemnification, but failure to do so shall not affect the rights hereunder.

5.04 The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the fees and expenses of any counsel retained by the Administrator.

5.05 The Administrator may apply to the Trust, an Investment Advisor (solely with respect to its applicable Series) or any Person acting on the Trust's behalf at any time for instructions and may consult counsel for the Trust or with accountants, counsel and other experts with respect to any matter arising in connection with the Administrator's duties hereunder, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or consultation. Also, the Administrator shall not be liable for actions taken pursuant to any document which it reasonably believes to be genuine and to have been signed by an Authorized Person or Authorized Persons. The Administrator shall not be held to have notice of any change of authority of any officer, employee or agent of the Trust until receipt of written notice thereof. To the extent that the Administrator consults with the Trust's counsel pursuant to this provision, any such expense shall be borne by the Trust.

5.06 The Administrator may, from time to time, provide to the Trust services and products ("SPECIAL THIRD PARTY SERVICES") from external third party sources that are telecommunication carriers, Pricing Sources, data feed providers or other similar service providers ("SPECIAL THIRD PARTY VENDORS"). The Trust and each Investment Advisor acknowledges and agrees that the Special Third Party Services are confidential and proprietary trade secrets of the Special Third Party Vendors. Accordingly, the Trust and Investment Advisors shall honor requests by the Administrator and the Special Third Party Vendors to protect their proprietary rights in their data, information and property including requests that the Trust and Investment Advisors place copyright notices or other proprietary legends on printed matter, print outs, tapes, disks, film or any other medium of dissemination. The Trust and each Investment Advisor further acknowledges and agrees that all Special Third Party Services are provided on an "AS IS WITH ALL FAULTS" basis solely for such internal use in connection with the Trust, and as an aid in connection with the receipt of the Services. The Trust and each Investment Advisor may use Special Third Party Services as normally required on view-only screens and hard copy statements, reports and other documents necessary to support Fund Shareholders, however they shall not distribute any Special Third Party Services to other third parties. THE SPECIAL THIRD PARTY VENDORS AND THE ADMINISTRATOR MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR ANY OTHER MATTER WITH RESPECT TO ANY OF THE SPECIAL THIRD PARTY SERVICES. NEITHER THE ADMINISTRATOR NOR THE SPECIAL THIRD PARTY VENDORS SHALL BE LIABLE FOR ANY DAMAGES SUFFERED BY THE TRUST, INVESTMENT ADVISOR OR ANY FUND IN THE USE OF ANY OF THE SPECIAL THIRD PARTY SERVICES, INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES.

5.07 The Administrator shall have no liability for its reliance on Trust Data or the performance or omissions of unaffiliated third parties such as, by way of example and not limitation,

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transfer agents, sub-transfer agents, custodians, prime brokers, placement agents, third party marketers, asset data service providers, Investment Advisors or sub-advisors, current or former third-party service providers, Pricing Sources, software providers, printers, postal or delivery services, telecommunications providers and processing and settlement services. The Administrator may rely on and shall have no duty to investigate or confirm the accuracy or adequacy of any information provided by any of the foregoing third parties.

5.08 The Administrator shall have no obligations with respect to any laws relating to the distribution, purchase or sale of Shares. Further, the Trust assumes full responsibility for the preparation, contents and distribution of its Trust Materials and its compliance with any applicable laws, rules, and regulations.

5.09 THE TRUST AND THE ADMINISTRATOR HAVE FREELY AND OPENLY NEGOTIATED THIS AGREEMENT, INCLUDING THE PRICING, WITH THE KNOWLEDGE THAT THE LIABILITY OF THE PARTIES IS TO BE LIMITED IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT.

5.10 The provisions of this SECTION 5 shall survive the termination of this Agreement.

SECTION 6 VALUATION

The Administrator is entitled to rely on the price and value information (hereinafter "VALUATION INFORMATION") provided by brokers and custodians, Investment Advisors, sub-advisors or any third-party pricing services selected by the Administrator, an Investment Advisor, sub-advisor or the Trust (collectively hereinafter referred to as the "PRICING SOURCES") as reasonably necessary in the performance of the Services. The Administrator shall have no obligation to obtain Valuation Information from any sources other than the Pricing Sources and may rely on estimates provided by a Fund's Investment Advisor, or sub-advisor. The Administrator shall have no liability or responsibility for the accuracy of the Valuation Information provided by a Pricing Source or the delegate of a Pricing Source and the Trust shall indemnify and defend the Administrator against any loss, damages, costs, charges or reasonable counsel fees and expenses in connection with any inaccuracy of such Valuation Information. The Trust shall not use Valuation Information for any purpose other than in connection with the Services provided in accordance with the provisions of this Agreement.

SECTION 7 ALLOCATION OF CHARGES AND EXPENSES

7.01 THE ADMINISTRATOR. The Administrator shall furnish at its own expense the personnel necessary to perform its obligations under this Agreement.

7.02 FUND EXPENSES. The Trust on behalf of each Fund, assumes and shall pay or cause to be paid all expenses of a Fund not otherwise allocated in this Agreement.

SECTION 8 COMPENSATION

8.01 FEES. Each Fund shall pay to the Administrator compensation for the services performed by the Administrator pursuant to this Agreement, the fees set forth in the applicable Series Schedule, each of which Series Schedule shall be considered a part hereof, and incorporated herein. No Fund shall have a right of set-off. The fees set forth on each Series Schedule are determined based on the characteristics of the Fund(s) included on such Series Schedule as of the effective date of such Series Schedule. Any material change to the characteristics to a Fund may give rise to an adjustment to the fees. In the event of such a change, the parties shall negotiate any adjustment to the fees payable hereunder in good faith. The Trust shall cause each Fund to pay the Administrator's fees

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monthly in U.S. Dollars, unless otherwise agreed to by the parties. The Administrator is hereby authorized to, and may, at its option, automatically debit its fees due from a Fund's cash account(s). The Trust shall cause the foregoing fees to be paid despite the existence of any dispute among the parties. If a Series Schedule becomes effective subsequent to the first day of any calendar month or terminates before the last day of any calendar month, the Administrator's compensation for that part of the month in which such Series Schedule is in effect shall be prorated in a manner consistent with the calculation of the fees as set forth in the applicable Series Schedule. The Trust shall cause each Fund to pay interest on all amounts past due in an amount equal to the lesser of the maximum amount permitted by applicable law or the month fee of one and one-half percent (1 [] %) times the amount past due multiplied by the number of whole or partial months from the date on which such amount was first due up to and including the day on which payment is received by the Administrator.

SECTION 9 DURATION AND TERMINATION

9.01 TERM AND RENEWAL. This Agreement shall become effective as of the Effective Date and shall remain in effect with respect to each Series, for the full duration of the Initial Term and each Renewal Term each as set forth and defined in the applicable Series Schedule, unless terminated in accordance with the provisions of the Series Schedule, or otherwise terminated in accordance with the provisions of this
SECTION 9.

9.02 TERMINATION FOR CAUSE.

9.02.01. This Agreement may be terminated by the Trust or Administrator by giving at least ninety days prior notice in writing to the other parties if at anytime the other party shall have been first (i) notified in writing that such party shall have materially failed to perform its duties and obligations under this Agreement (such notice shall be of the specific asserted material breach) ("BREACH NOTICE") and
(ii) the party receiving the Breach Notice shall not have remedied the noticed failure within ninety days after receipt of the Breach Notice requiring it to be remedied.

9.03 EFFECT OF TERMINATION.

9.03.01. The termination of this Agreement shall be without prejudice to any rights that may have accrued hereunder to any party hereto prior to such termination.

9.03.02. After termination of this Agreement and upon payment of all accrued fees, reimbursable expenses and other moneys owed to the Administrator, the Administrator shall send to the Trust, or as it shall direct, all books of account, records, registers, correspondence, documents and assets relating to the affairs of or belonging to the Trust in the possession of or under the control of the Administrator or any of its agents or delegates.

9.03.03. In the event any and all accrued fees, reimbursable expenses and other moneys owed to the Administrator hereunder remain unpaid in whole or in part for more than thirty days past due, the Administrator, without further notice, may take any and all actions it deems necessary to collect such amounts due, and any and all of its collection expenses, costs and fees shall be paid by the applicable Fund(s), including, without limitation, administrative costs, attorneys fees, court costs, collection agencies or agents and interest.

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SECTION 10 CONFLICTS OF INTEREST

10.01 NON-EXCLUSIVE. The services of the Administrator rendered to the Trust are not deemed to be exclusive. The Administrator is free to render such services to others. The Administrator shall not be deemed to be affected by notice of, or to be under any duty to disclose to the Trust or Person acting on the Trust's behalf, information which has come into its possession or the possession of an Interested Party in the course of or in connection with providing administrative or other services to any other person or in any manner whatsoever other than in the course of carrying out its duties pursuant to this Agreement.

10.02 RIGHTS OF INTERESTED PARTIES. Subject to applicable law, nothing herein contained shall prevent:

10.02.01. an Interested Party from buying, holding, disposing of or otherwise dealing in any Shares for its own account or the account of any of its customers or from receiving remuneration in connection therewith, with the same rights which it would have had if the Administrator were not a party to this Agreement;

10.02.02. an Interested Party from buying, holding, disposing of or otherwise dealing in any securities or other investments for its own account or for the account of any of its customers and receiving remuneration in connection therewith, notwithstanding that the same or similar securities or other investments may be held by or for the account of the Trust;

10.02.03. an Interested Party from receiving any commission or other remuneration which it may negotiate in connection with any sale or purchase of Shares or Investments effected by it for the account of the Trust; provided, however, that the amount of such commission or other remuneration is negotiated at arm's length; and

10.02.04. an Interested Party from contracting or entering into any financial, banking or other transaction with the Trust or from being interested in any such contract or transaction; provided, however, that the terms of such transaction are negotiated at arm's length.

SECTION 11 CONFIDENTIALITY

11.01 CONFIDENTIAL INFORMATION. The Administrator, the Trust and each Investment Advisor (in such capacity, the "RECEIVING PARTY") acknowledge and agree to maintain the confidentiality of Confidential Information (as hereinafter defined) provided by the Administrator, the Trust and Investment Advisor (in such capacity, the "DISCLOSING PARTY") in connection with this Agreement. The Receiving Party shall not disclose or disseminate the Disclosing Party's Confidential Information to any Person other than those employees, agents, contractors, subcontractors and licensees of the Receiving Party, or with respect to the Administrator as a Receiving Party, to those employees, agents, technology service providers, contractors, subcontractors, licensors and licensees of any agent or affiliate, who have a need to know it in order to assist the Receiving Party in performing its obligations, or to permit the Receiving Party to exercise its rights under this Agreement. In addition, the Receiving Party (a) shall take all Reasonable Steps to prevent unauthorized access to the Disclosing Party's Confidential Information, and (b) shall not use the Disclosing Party's Confidential Information, or authorize other Persons to use the Disclosing Party's Confidential Information, for any purposes other than in connection with performing its obligations or exercising its rights hereunder. As used herein, "Reasonable Steps" means steps that a party takes to protect its own confidential or

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proprietary information of a similar nature, which steps shall in no event be less than a reasonable standard of care.

The term "CONFIDENTIAL INFORMATION," as used herein, means any of the Disclosing Party's proprietary or confidential information including, without limitation, any non-public personal information (as defined in Regulation S-P) of the Disclosing Party, its affiliates, their respective clients or suppliers, or other Persons with whom they do business, that may be obtained by the Receiving Party from any source or that may be developed as a result of this Agreement, the terms of (or any exercise of rights granted by) this Agreement, the Trust's portfolio, trading or position information, technical data; trade secrets; know-how; business processes; product plans; product designs; service plans; services; customer lists and customers; markets; software; developments; inventions; processes; formulas; technology; designs; drawings; and marketing, distribution or sales methods and systems; sales and profit figures or other financial information that is disclosed, directly or indirectly, to the Receiving Party by or on behalf of the Disclosing Party, whether in writing, orally or by other means and whether or not such information is marked as confidential.

11.02 EXCLUSIONS. The provisions of this SECTION 11 respecting Confidential Information shall not apply to the extent, but only to the extent, that such Confidential Information: (a) is already known to the Receiving Party free of any restriction at the time it is obtained from the Disclosing Party, (b) is subsequently learned from an independent third party free of any restriction and without breach of this Agreement; (c) is or becomes publicly available through no wrongful act of the Receiving Party or any third party; (d) is independently developed by or for the Receiving Party without reference to or use of any Confidential Information of the Disclosing Party; or (e) is required to be disclosed pursuant to an applicable law, rule, regulation, government requirement or court order, or the rules of any stock exchange (provided, however, that the Receiving Party shall advise the Disclosing Party of such required disclosure promptly upon learning thereof in order to afford the Disclosing Party a reasonable opportunity to contest, limit and/or assist the Receiving Party in crafting such disclosure).

11.03 PERMITTED DISCLOSURE. The Receiving Party shall advise its employees, agents, contractors, subcontractors and licensees, and shall require its affiliates to advise their employees, agents, contractors, subcontractors and licensees, of the Receiving Party's obligations of confidentiality and non-use under this SECTION 11, and shall be responsible for ensuring compliance by its and its affiliates' employees, agents, contractors, subcontractors and licensees with such obligations. In addition, the Receiving Party shall require all Persons that are provided access to the Disclosing Party's Confidential Information, other than the Receiving Party's accountants and legal counsel, to execute confidentiality or non-disclosure agreements containing provisions substantially similar to those set forth in this SECTION 11. The Receiving Party shall promptly notify the Disclosing Party in writing upon learning of any unauthorized disclosure or use of the Disclosing Party's Confidential Information by such Persons.

11.04 EFFECT OF TERMINATION. Upon the Disclosing Party's written request following the termination of this Agreement, the Receiving Party promptly shall return to the Disclosing Party, or destroy, all Confidential Information of the Disclosing Party provided under or in connection with this Agreement, including all copies, portions and summaries thereof. Notwithstanding the foregoing sentence, (a) the Receiving Party may retain one copy of each item of the Disclosing Party's Confidential Information for purposes of identifying and establishing its rights and obligations under this Agreement, for archival or audit purposes and/or to the extent required by applicable law, and (b) the Administrator shall have no obligation to return or destroy Confidential Information of the Trust that resides in save tapes of Administrator; provided, however, that in either case all such Confidential Information retained by the Receiving Party shall remain subject to the provisions of

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SECTION 11 for so long as it is so retained. If requested by the Disclosing Party, the Receiving Party shall certify in writing its compliance with the provisions of this SECTION 11.

SECTION 12 MISCELLANEOUS PROVISIONS

12.01 INTERNET ACCESS. Data and information may be made electronically accessible to the Trust, Investment Advisors and/or sub-advisor(s) and its Shareholders through Internet access to one or more web sites provided by the Administrator ("WEB ACCESS"). As between the Trust and Administrator, the Administrator shall own all right, title and interest to such Web Access, including, without limitation, all content, software, interfaces, documentation, data, trade secrets, design concepts, "look and feel" attributes, enhancements, improvements, ideas and inventions and all intellectual property rights inherent in any of the foregoing or appurtenant thereto including all patent rights, copyrights, trademarks, know-how and trade secrets (collectively, the "Proprietary Information"). The Trust recognizes that the Proprietary Information is of substantial value to the Administrator and shall not use or disclose the Proprietary Information except as specifically authorized in writing by the Administrator. Use of the Web Access by the Trust or its agents or Shareholders will be subject to any additional terms of use set forth on the web site. All Web Access and the information (including text, graphics and functionality) on the web sites related to such Web Access is presented "As Is" and "As Available" without express or implied warranties including, but not limited to, implied warranties of non-infringement, merchantability and fitness for a particular purpose. The Administrator neither warrants that the Web Access will be uninterrupted or error free, nor guarantees the accessibility, reliability, performance, timeliness, sequence, or completeness of information provided on the Web Access.

12.02 INDEPENDENT CONTRACTOR. In making, and performing under, this Agreement, the Administrator shall be deemed to be acting as an independent contractor of the Trust and neither the Administrator nor its employees shall be deemed an agent, affiliate, legal representative, joint venturer or partner of the Trust or any Investment Advisor. No party is authorized to bind any other party to any obligation, affirmation or commitment with respect to any other Person.

12.03 ASSIGNMENT; BINDING EFFECT. The Trust may not assign, delegate or transfer, by operation of law or otherwise, this Agreement (in whole or in part), or any of the Trust's obligations hereunder, without the prior written consent of the Administrator, which consent shall not be unreasonably withheld or delayed. The Administrator may assign or transfer, by operation of law or otherwise, all or any portion of its rights under this Agreement to an affiliate of the Administrator or to any person or entity who purchases all or substantially all of the business or assets of the Administrator to which this Agreement relates, provided that such affiliate, person or entity agrees in advance and in writing to be bound by the terms, conditions and provisions of this Agreement. Subject to the foregoing, all of the terms, conditions and provisions of this Agreement shall be binding upon and shall inure to the benefit of each party's successors and permitted assigns. Any assignment, delegation, or transfer in violation of this provision shall be void and without legal effect.

12.04 AGREEMENT FOR SOLE BENEFIT OF THE ADMINISTRATOR, THE TRUST AND EACH INVESTMENT ADVISOR. This Agreement is for the sole and exclusive benefit of the Administrator, the Trust and solely with respect to its Series, each Investment Advisor, and will not be deemed to be for the direct or indirect benefit of the clients or customers of the Administrator, the Trust or any Investment Advisor. The clients or customers of the Administrator, the Trust or any Investment Advisor will not be deemed to be third party beneficiaries of this Agreement nor to have any other contractual relationship with the Administrator by reason of this Agreement.

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12.05 GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction. To the extent that the applicable laws of the Commonwealth of Pennsylvania, or any of the provisions of this Agreement, conflict with the applicable provisions of the 1940 Act, the Securities Act of 1933 or the Securities Exchange Act of 1934, the latter shall control. Each party to this Agreement, by its execution hereof, (i) hereby irrevocably submits to the nonexclusive jurisdiction of the state courts of the Commonwealth of Pennsylvania or the United States District Courts for the Eastern District of Pennsylvania for the purpose of any action between the parties arising in whole or in part under or in connection with this Agreement, and
(ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by such court.

12.06 EQUITABLE RELIEF. Each party agrees that any other party's violation of the provisions of SECTION 11 (CONFIDENTIALITY) may cause immediate and irreparable harm to the other party for which money damages may not constitute an adequate remedy at law. Therefore, the parties agree that, in the event either party breaches or threatens to breach said provision or covenant, the other party shall have the right to seek, in any court of competent jurisdiction, an injunction to restrain said breach or threatened breach, without posting any bond or other security.

12.07 DISPUTE RESOLUTION. Whenever any party desires to institute legal proceedings against another party concerning this Agreement, it shall provide written notice to that effect to such other parties. The party providing such notice shall refrain from instituting said legal proceedings for a period of thirty days following the date of provision of such notice. During such period, the parties shall attempt in good faith to amicably resolve their dispute by negotiation among their executive officers. This SECTION 12.07 shall not prohibit any party from seeking, at any time, equitable relief as permitted under SECTION 12.06.

12.08 NOTICE. All notices provided for or permitted under this Agreement (except for correspondence between the parties related to operations in the ordinary course) shall be deemed effective upon receipt, and shall be in writing and (a) delivered personally, (b) sent by commercial overnight courier with written verification of receipt, or
(c) sent by certified or registered U.S. mail, postage prepaid and return receipt requested, to the party to be notified, at the address for such party set forth below, or at such other address of such party specified in the opening paragraph of this Agreement. Notices to the Administrator shall be sent to the attention of: General Counsel, SEI Investments Global Funds Services, One Freedom Valley Drive, Oaks, Pennsylvania 19456, with a copy, given in the manner prescribed above, to the Administrator relationship manager assigned to the applicable Fund. Notices to the Trust shall be sent to the Person(s) indicated on Schedule II, and notices to an Investment Advisor shall be sent to the persons specified in the applicable Series Schedule.

12.09 ENTIRE AGREEMENT; AMENDMENTS. This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof. This Agreement supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals,

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agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oral. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by an authorized representative of each of the parties.

12.10 SEVERABILITY. Any provision of this Agreement that is determined to be invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability in such jurisdiction, without rendering invalid or unenforceable the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. If a court of competent jurisdiction declares any provision of this Agreement to be invalid or unenforceable, the parties agree that the court making such determination shall have the power to reduce the scope, duration, or area of the provision, to delete specific words or phrases, or to replace the provision with a provision that is valid and enforceable and that comes closest to expressing the original intention of the parties, and this Agreement shall be enforceable as so modified.

12.11 WAIVER. Any term or provision of this Agreement may be waived at any time by the party entitled to the benefit thereof by written instrument executed by such party. No failure of either party hereto to exercise any power or right granted hereunder, or to insist upon strict compliance with any obligation hereunder, and no custom or practice of the parties with regard to the terms of performance hereof, will constitute a waiver of the rights of such party to demand full and exact compliance with the terms of this Agreement.

12.12 ANTI-MONEY LAUNDERING LAWS. In connection with performing the Services set forth herein, the Administrator may provide information that the Trust may rely upon in connection with the Trust's compliance with applicable laws, policies and regulations aimed at the prevention and detection of money laundering and/or terrorism activities (hereinafter, the "AML REGIME"). The Trust and the Administrator agree that the Trust shall be responsible for its compliance with such AML Regime. It shall be a condition precedent to providing Services to the Trust under this Agreement and the Administrator shall have no liability for non-performance of its obligations under this Agreement unless it is satisfied, in its absolute discretion, that it has sufficient and appropriate information and material to discharge its obligations under the AML Regime, and that the performance of such obligations will not violate any AML Regime applicable to it. Without in any way limiting the foregoing, the Trust acknowledges that the Administrator is authorized to return a Shareholder's Investment in any Fund and take any action necessary to restrict payment of redemption proceeds to the extent necessary to comply with its obligations pursuant to the AML Regime.

12.13 FORCE MAJEURE. No breach of any obligation of a party to this Agreement (other than obligations to pay amounts owed) will constitute an event of default or breach to the extent it arises out of a cause, existing or future, that is beyond the control and without negligence of the party otherwise chargeable with breach or default, including without limitation: work action or strike; lockout or other labor dispute; flood; war; riot; theft; act of terrorism, earthquake or natural disaster. Either party desiring to rely upon any of the foregoing as an excuse for default or breach will, when the cause arises, give to the other party prompt notice of the facts which constitute such cause; and, when the cause ceases to exist, give prompt notice thereof to the other party.

12.14 EQUIPMENT FAILURES. In the event of equipment failures beyond the Administrator's control, the Administrator shall take reasonable and prompt steps to minimize service interruptions but shall have no liability with respect thereto. The Administrator shall develop and maintain a plan for recovery from equipment failures which may include contractual arrangements with appropriate parties making reasonable provision for

The Advisors' Inner Circle Fund III Administration Agreement Page 14 of 19 SEI -- 167888v3

emergency use of electronic data processing equipment to the extent appropriate equipment is available.

12.15 HEADINGS. All SECTION headings contained in this Agreement are for convenience of reference only, do not form a part of this Agreement and will not affect in any way the meaning or interpretation of this Agreement.

12.16 COUNTERPARTS. This Agreement may be executed in two or more counterparts, all of which shall constitute one and the same instrument. Each such counterpart shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. This Agreement shall be deemed executed by both parties when any one or more counterparts hereof or thereof, individually or taken together, bears the original facsimile or scanned signatures of each of the parties.

12.17 LIMITED RECOURSE. The Trust has been established with segregated liability between its Funds. The Trust and Administrator acknowledge that any amounts due or payable to the Administrator under this Agreement or any Series Schedule, howsoever arising, will be payable only out of the assets of the Fund to which such amounts are attributable, or in the sole discretion of an Investment Advisor, directly out of the assets of the Investment Advisor, and in no circumstances will the assets of one Fund be used to discharge the liabilities of any other Fund of the Trust.

Notwithstanding any other provision of this Agreement, the Administrator's recourse against the Trust in respect of any claims which may be brought against, suffered or incurred by the Administrator, its permitted delegates, servants or agents shall be limited to the Fund established in respect of Shares to which the claims relate, and the Administrator shall have no recourse directly to the Trust or any other Fund in respect of any such claims or to any assets of any Investment Advisor. If, following the realization of all of the assets of the relevant Fund and subject to the application on such realization proceeds in payment of all claims relating to the relevant Fund (if any) and all other liabilities (if any) to the Trust ranking pari passu with or senior to the claims which have recourse to the relevant Fund, the claims are not paid in full:

(a) the amount outstanding in respect of the claims relating to the relevant Fund shall be automatically extinguished;

(b) the Administrator shall have no further right of payment in respect thereof; and

(c) the Administrator shall not be able to petition for the winding-up of the Trust or the termination of any other Fund as a consequence of any such shortfall.

PROVIDED HOWEVER that sub-clauses (a) and (b) above shall not apply to any assets of any Fund that may be subsequently held or recouped by the Fund.

[The remainder of this page has intentionally been left blank.]

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the Effective Date.

ADMINISTRATOR:                                   TRUST:

SEI INVESTMENTS GLOBAL FUNDS SERVICESTHE         ADVISORS' INNER CIRCLE FUND III

By: /S/ JOHN ALSHEFSKIBy:                        /S/ MICHAEL BEATTIE
Name: John Alshefski                             Name: Michael Beattie
Title: SVP                                       Title: President

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SCHEDULE I

LIST OF SERVICES

1) MAINTAIN THE TRUST'S ACCOUNTING BOOKS AND RECORDS;

2) OBTAIN FUND SECURITY VALUATIONS FROM APPROPRIATE SOURCES CONSISTENT WITH THE TRUST'S PRICING AND VALUATION POLICIES, AND CALCULATE NET ASSET VALUE OF EACH FUND AND CLASS;

3) COMPUTE YIELDS, TOTAL RETURN, EXPENSE RATIOS, PORTFOLIO TURNOVER RATE AND AVERAGE DOLLAR-WEIGHTED PORTFOLIO MATURITY, AS APPROPRIATE;

4) TRACK AND VALIDATE INCOME AND EXPENSE ACCRUALS, ANALYZE AND MODIFY EXPENSE ACCRUAL CHANGES PERIODICALLY, AND PROCESS EXPENSE DISBURSEMENTS TO VENDORS AND SERVICE PROVIDERS;

5) PERFORM CASH PROCESSING SUCH AS RECORDING PAID-IN CAPITAL ACTIVITY, PERFORM NECESSARY RECONCILIATIONS WITH THE TRANSFER AGENT AND THE CUSTODIAN, AND PROVIDE CASH AVAILABILITY DATA TO THE INVESTMENT ADVISOR, IF REQUESTED;

6) CALCULATE REQUIRED ORDINARY INCOME AND CAPITAL GAINS DISTRIBUTIONS, COORDINATE ESTIMATED CASH PAYMENTS, AND PERFORM NECESSARY RECONCILIATIONS WITH THE TRANSFER AGENT;

7) PROVIDE STANDARDIZED PERFORMANCE REPORTING DATA TO THE TRUST AND EACH INVESTMENT ADVISOR;

8) PROVIDE PERFORMANCE, FINANCIAL AND EXPENSE INFORMATION FOR REGISTRATION STATEMENTS AND PROXIES;

9) COMMUNICATE NET ASSET VALUE, YIELD, TOTAL RETURN OR OTHER FINANCIAL DATA TO APPROPRIATE THIRD PARTY REPORTING AGENCIES, AND ASSIST IN RESOLUTION OF ERRORS REPORTED BY SUCH THIRD PARTY AGENCIES;

10) UPDATE ACCOUNTING SYSTEM TO REFLECT RATE CHANGES, AS RECEIVED FROM A FUND'S INVESTMENT ADVISOR, SUB-ADVISOR OR RESPECTIVE DESIGNEE, ON VARIABLE INTEREST RATE INSTRUMENTS;

11) ACCRUE EXPENSES OF EACH FUND ACCORDING TO INSTRUCTIONS RECEIVED FROM THE TRUST'S TREASURER OR OTHER AUTHORIZED REPRESENTATIVE (INCLUDING OFFICERS OF THE A FUND'S INVESTMENT ADVISOR);

12) DETERMINE THE OUTSTANDING RECEIVABLES AND PAYABLES FOR ALL (1) SECURITY
TRADES, (2) PORTFOLIO SHARE TRANSACTIONS AND (3) INCOME AND EXPENSE ACCOUNTS IN ACCORDANCE WITH THE BUDGETS PROVIDED BY THE TRUST OR ITS INVESTMENT ADVISOR;

13) PREPARE THE TRUST'S FINANCIAL STATEMENTS FOR REVIEW BY FUND MANAGEMENT AND
INDEPENDENT AUDITORS, MANAGE ANNUAL AND SEMI-ANNUAL REPORT PREPARATION PROCESS, PREPARE FORMS N-SAR, N- Q, N-CSR AND 24F-2, PROVIDE FUND PERFORMANCE DATA FOR ANNUAL REPORT, COORDINATE PRINTING AND DELIVERY OF ANNUAL AND SEMI-ANNUAL REPORTS TO SHAREHOLDERS, AND FILE FORMS N-SAR, N-Q, N-CSR AND 24F-2 AND ANNUAL/SEMI-ANNUAL REPORTS VIA EDGAR;

14) MONITOR EACH FUND'S COMPLIANCE WITH THE REQUIREMENTS OF SUBCHAPTER M OF THE INTERNAL REVENUE CODE WITH RESPECT TO STATUS AS A REGULATED INVESTMENT COMPANY;

15) PREPARE AND FILE FEDERAL AND STATE TAX RETURNS FOR THE TRUST OTHER THAN THOSE REQUIRED TO BE PREPARED AND FILED BY THE TRUST'S TRANSFER AGENT OR CUSTODIAN.

16) PROVIDE DATA FOR YEAR-END 1099'S AND SUPPLEMENTAL TAX LETTERS;

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17) PROVIDE SUCH FUND ACCOUNTING AND FINANCIAL REPORTS IN CONNECTION WITH QUARTERLY MEETINGS OF THE BOARD OF TRUSTEES AS THE BOARD OF TRUSTEES MAY REASONABLY REQUEST;

18) MANAGE THE TRUST'S PROXY SOLICITATION PROCESS, INCLUDING EVALUATING PROXY
DISTRIBUTION CHANNELS, COORDINATING WITH OUTSIDE SERVICE PROVIDER TO DISTRIBUTE PROXIES, TRACKING SHAREHOLDER RESPONSES AND TABULATING VOTING RESULTS, AND MANAGING THE PROXY SOLICITATION VENDOR IF NECESSARY;

19) PROVIDE INDIVIDUALS TO SERVE AS MINISTERIAL OFFICERS OF THE TRUST, AS REQUESTED;

20) PROVIDE PRINCIPAL FINANCIAL OFFICER FOR PURPOSES OF SARBANES-OXLEY;

21) COORDINATE WITH THE TRUST'S COUNSEL ON FILING OF THE TRUST'S REGISTRATION STATEMENTS AND PROXY STATEMENTS, AND COORDINATE PRINTING AND DELIVERY OF THE TRUST'S PROSPECTUSES AND PROXY STATEMENTS;

22) COORDINATE THE TRUST'S BOARD OF TRUSTEES' SCHEDULE, AGENDA AND PRODUCTION OF BOARD OF TRUSTEES MEETING MATERIALS, AND ATTEND BOARD OF TRUSTEES MEETINGS (IF REQUESTED);

23) PROVIDE CONSULTATION TO THE TRUST ON REGULATORY MATTERS RELATING TO THE OPERATION OF THE TRUST AS REQUESTED AND COORDINATE WITH THE TRUST'S LEGAL COUNSEL REGARDING SUCH MATTERS;

24) ASSIST LEGAL COUNSEL TO THE TRUST IN THE DEVELOPMENT OF POLICIES AND PROCEDURES RELATING TO THE OPERATION OF THE TRUST;

25) ACT AS LIAISON TO LEGAL COUNSEL TO THE TRUST AND, WHERE APPLICABLE, TO LEGAL COUNSEL TO THE TRUST'S INDEPENDENT TRUSTEES;

26) COORDINATE WITH TRUST COUNSEL IN THE PREPARATION, REVIEW AND EXECUTION OF
CONTRACTS BETWEEN THE TRUST AND THIRD PARTIES, SUCH AS THE TRUST'S INVESTMENT ADVISOR, TRANSFER AGENT, AND CUSTODIAN, AND RECORD-KEEPERS OR SHAREHOLDER SERVICE PROVIDERS;

27) ASSIST THE TRUST IN HANDLING AND RESPONDING TO ROUTINE REGULATORY
EXAMINATIONS WITH RESPECT TO RECORDS RETAINED OR SERVICES PROVIDED BY THE ADMINISTRATOR, AND COORDINATE WITH THE TRUST'S LEGAL COUNSEL IN RESPONDING TO ANY NON-ROUTINE REGULATORY MATTERS WITH RESPECT TO SUCH MATTERS;

28) PROVIDE CONSULTING WITH RESPECT TO THE ONGOING DESIGN, DEVELOPMENT AND
OPERATION OF THE TRUST, INCLUDING NEW FUNDS OR SHARE CLASSES AND/OR LOAD STRUCTURES AND FINANCING, AS WELL AS CHANGES TO INVESTMENT OBJECTIVES AND POLICIES FOR EXISTING FUNDS;

29) COORDINATE AS NECESSARY THE REGISTRATION OR QUALIFICATION OF SHARES WITH APPROPRIATE STATE SECURITIES AUTHORITIES;

30) MANAGE THE PREPARATION FOR AND CONDUCTING OF BOARD OF TRUSTEES MEETINGS BY
(I) COORDINATING BOARD OF TRUSTEES BOOK PRODUCTION AND DISTRIBUTION PROCESS, (II) SUBJECT TO REVIEW AND APPROVAL BY THE TRUST AND ITS COUNSEL, PREPARING MEETING AGENDAS, (III) PREPARING THE RELEVANT SECTIONS OF THE BOARD OF TRUSTEES MATERIALS REQUIRED TO BE PREPARED BY THE ADMINISTRATOR,
(IV) ASSISTING TO GATHER AND COORDINATE SPECIAL MATERIALS RELATED TO ANNUAL CONTRACT RENEWALS AND APPROVAL OF RULE 12B-1 PLANS FOR AND AS DIRECTED BY THE TRUSTEES OR TRUST COUNSEL, (V) ATTENDING BOARD OF TRUSTEES MEETINGS, AND (VI) PERFORMING SUCH OTHER BOARD OF TRUSTEES MEETING FUNCTIONS AS SHALL BE AGREED BY THE PARTIES IN WRITING (IN THIS REGARD, THE TRUST SHALL PROVIDE THE ADMINISTRATOR WITH NOTICE OF REGULAR MEETINGS AT LEAST SIX (6) WEEKS BEFORE SUCH MEETING AND AS SOON AS PRACTICABLE BEFORE ANY SPECIAL MEETING OF THE BOARD OF TRUSTEES);

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31) COOPERATE WITH, AND TAKE ALL REASONABLE ACTIONS IN THE PERFORMANCE OF ITS
DUTIES UNDER THIS AGREEMENT TO ENSURE THAT ALL NECESSARY INFORMATION IS MADE AVAILABLE TO THE TRUST'S INDEPENDENT PUBLIC ACCOUNTANTS IN CONNECTION WITH THE PREPARATION OF ANY AUDIT OR REPORT REQUESTED BY THE TRUST, INCLUDING THE PROVISION OF A CONFERENCE ROOM AT THE ADMINISTRATOR'S LOCATION IF NECESSARY (IN THIS REGARD, THE TRUST'S INDEPENDENT AUDITORS SHALL PROVIDE THE ADMINISTRATOR WITH REASONABLE NOTICE OF ANY SUCH AUDIT SO THAT (I) THE AUDIT WILL BE COMPLETED IN A TIMELY FASHION AND (II) THE ADMINISTRATOR WILL BE ABLE TO PROMPTLY RESPOND TO SUCH INFORMATION REQUESTS WITHOUT UNDUE DISRUPTION OF ITS BUSINESS); AND

32) ON A T+2 POST-TRADE BASIS AND BASED ON THE INFORMATION AVAILABLE TO THE
ADMINISTRATOR, PERIODICALLY MONITOR THE FUNDS FOR COMPLIANCE WITH APPLICABLE LIMITATIONS AS SET FORTH IN THE TRUST'S OR ANY FUND'S THEN CURRENT PROSPECTUS OR STATEMENT OF ADDITIONAL INFORMATION (THIS PROVISION SHALL NOT RELIEVE THE TRUST'S INVESTMENT ADVISOR AND SUB-ADVISORS, IF ANY, OF THEIR PRIMARY DAY-TO-DAY RESPONSIBILITY FOR ASSURING SUCH COMPLIANCE, INCLUDING ON A PRE-TRADE BASIS).

33) ADDITIONAL REPORTS AND SERVICES.

o UPON REASONABLE NOTICE AND AS MUTUALLY AGREED UPON, THE ADMINISTRATOR MAY PROVIDE ADDITIONAL REPORTS UPON THE REQUEST OF THE TRUST OR ITS INVESTMENT ADVISOR, WHICH MAY RESULT IN ADDITIONAL CHARGES, THE AMOUNT OF WHICH SHALL BE AGREED UPON BETWEEN THE PARTIES PRIOR TO THE PROVISION OF SUCH REPORT.

o UPON REASONABLE NOTICE AND AS MUTUALLY AGREED UPON, THE ADMINISTRATOR MAY PROVIDE SUCH ADDITIONAL SERVICES WITH RESPECT TO A FUND, WHICH MAY RESULT IN AN ADDITIONAL CHARGE, THE AMOUNT OF WHICH SHALL BE AGREED UPON BETWEEN THE PARTIES PRIOR TO THE PROVISION OF SUCH SERVICE.

***

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                                                               [GRAPHIC OMITTED]

SCHEDULE II

NOTICE INSTRUCTION FORM

TO WHOM NOTICES SHOULD BE SENT PURSUANT TO SECTION 12.08 OF THE AGREEMENT:

Name of Party or Parties: ________________________________________________

Name of Contact:          ________________________________________________

Address:                  ________________________________________________

Telephone No.:            ________________________________________________

Facsimile No.:            ________________________________________________

Email Address:            ________________________________________________

The Advisors' Inner Circle Fund III Administration Agreement Page 1 of 7 SEI -- 160973v8

EXHIBIT A

FORM OF SERIES SCHEDULE

SERIES SCHEDULE DATED ___________, 20__ TO
ADMINISTRATION AGREEMENT
DATED AS OF FEBRUARY 12, 2014
BETWEEN
THE ADVISORS' INNER CIRCLE FUND III,
AND
[NAME OF INVESTMENT ADVISOR] (THE "INVESTMENT ADVISOR")
ON BEHALF OF THE [NAME OF FUND(S)]
AND
SEI INVESTMENTS GLOBAL FUNDS SERVICES

SERIES OF FUNDS:         [NAME OF FUND(S)], and any additional fund established within this
                         Series subsequent to the date hereof (each a "FUND).

FEES:                    The following fees are due and payable monthly to Administrator
                         pursuant to Section 8 of the Agreement out of the assets of each
                         Fund, except to the extent the Investment Advisor agrees to waive its
                         fees or reimburse a Fund's expenses, in which case such fees shall
                         be paid by the Investment Advisor. Each Fund in the Series will be
                         charged the greater of its Asset Based Fee or its Annual Minimum
                         Fee, in each case calculated in the manner set forth below.

ASSET BASED FEE:         [   ] basis points on the first [        ] million in assets;
                         [   ] basis points for assets between [  ] million and [   ] million;
                         [   ] basis points for all assets in excess of [ ] million

                         The Asset Based Fee shall be calculated based on the aggregate
                         average daily net assets of the Fund during the relevant period.

ANNUAL MINIMUM FEE:      The initial Annual Minimum Fee shall be determined based upon the
                         number of Funds within the Series as of the date on which the Series
                         is launched, as follows:

                         Up to three Funds:                   $__________ per
                                                              Fund

                         Four or more Funds:                  $_________ per
                                                              Fund

                         The Annual Minimum Fee shall thereafter be increased at a rate of
                         $________ per additional Fund for each Fund added after the date
                         on which the Series is launched.

                         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, such Fund
                         will be assessed an additional annual fee equal to $15,000 per
                         Class.


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SEI -- 160973v8

NEW FUND FEES:      There will be a one-time additional service charge of $10,000 for services
                    provided by Administrator in assisting and coordinating the launch of each new
                    Fund on behalf of the Investment Advisor, such fee to be paid by the Investment
                    Advisor by electronic wire transfer of immediately available funds to the wire
                    instructions set forth below in advance of Administrator beginning performance
                    of the new Fund organizational services.

                    Wells Fargo Bank NA
                    Winston-Salem, NC
                    ABA # 053000219
                    SEI Investments Company
                    Acct #2079900401288
                    Ref: [INVESTMENT ADVISOR NAME] -- New Fund

INVESTMENT ADVISOR  To the extent that the Board of Trustees of the Trust (the "BOARD") has
MAINTENANCE FEE:    approved a Fund within the Series and approved the Investment Advisor as the
                    Fund's advisor, and such Fund is not Live (as defined below) by the date that
                    is the three month anniversary of the date of the last such approval (the
                    "APPROVAL DATE"), then the Investment Advisor shall pay SEI a relationship
                    maintenance fee equal to $1,000 per month for each month that the Fund is not
                    Live 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 be "Live" as of the date on which Administrator first calculates
                    such Fund's official net asset value.

ANNUAL CPI          The fees payable hereunder shall be subject to one annual increase at
INCREASE:           Administrator's discretion, equal to the percentage increase in the
                    Philadelphia Consumer Price Index since the effective date of the Series
                    Schedule 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 Administrator shall notify the Series' Investment
                    Advisor of its intent to effectuate any such increase at least thirty days
                    prior to December 21(st) of the then current year.

REORGANIZATION      The Investment Advisor shall pay Administrator a transaction charge equal to
FEES:               $50,000 in connection with each Reorganization Event to which the Series or any
                    Fund thereof is a party. For purposes of the foregoing, a "REORGANIZATION
                    EVENT" means any material change in the organizational structure of the Series
                    or any Fund thereof, including, without limitation, any merger, acquisition or
                    divestiture of all or any portion of the assets of the Series or any Fund as
                    well as any acquisition or merger by the Series or a Fund of any other fund or
                    assets into the Series or Fund.

OPERATIONAL:        A critical component of Administrator's services is Fund valuations. Automated
AUTOMATION          trade delivery and receipt between fund advisors and Administrator is critical
                    to high quality service. Accordingly, Administrator and the Investment Advisor
                    agree to use best efforts to implement automated trade delivery and receipt as
                    soon as practicable after each Fund's establishment in the Trust.

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The Advisors' Inner Circle Fund III Administration Agreement                          Page 3 of 7
SEI -- 160973v8

TERM:              The term of this Schedule shall continue in effect with respect to
                   each Fund for a period of five years from and after the date on which
                   the Administrator first calculates a Fund's official net asset value (the
                   "INITIAL TERM"). Following expiration of the Initial Term, this Schedule
                   shall continue in effect for successive periods of three years (each, a
                   "RENEWAL TERM").

TERMINATION:       This Schedule may be terminated only: (a) by any party at the end of
                   the Initial Term or the end of any Renewal Term on one hundred
                   eighty days prior written notice to the other parties hereto; (b) by any
                   party hereto 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 another party, provided the terminating party has
                   notified the breaching party of such material breach at least ninety
                   days prior to the specified date of termination and the breaching
                   party has not remedied such breach by the specified date; or (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 Administrator 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 Investment
                   Advisor by sale, merger, reorganization, acquisition or other
                   disposition of substantially all of the assets of the Investment Advisor
                   to a third party, provided that Administrator or one of its affiliates
                   enters into a written agreement to provide administration services on
                   behalf of the third party or surviving entity. 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 twenty five
                   percent (25%) or more of the equity interests of the Investment
                   Advisor to a third party.

EARLY TERMINATION: Subject to the terms and conditions set forth in this paragraph, the
                   parties may agree to terminate this Schedule with respect to a
                   particular Fund on or before the expiration of the then current term
                   (hereinafter, an "EARLY TERMINATION"). In the event the parties agree
                   to an Early Termination, the parties will agree upon the effective date
                   of such Early Termination and, on or before such effective date, the
                   applicable Fund shall (i) not be in material breach of the Agreement
                   (including this Schedule) and (ii) pay the Buyout Amount to
                   Administrator 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 each Fund to Administrator
                   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
                   applicable Fund is already committed). The Fund shall pay the
                   Buyout Amount to Administrator on or before the effective date of the
                   Early Termination by means of wire or other immediately available
                   funds.


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The Advisors' Inner Circle Fund III Administration Agreement                     Page 4 of 7
SEI -- 160973v8

INVESTMENT         Any and all out of pocket fees, costs, or expenses advanced by
ADVISOR            Administrator, in its sole discretion on behalf of a Fund or the
EXPENSE            undersigned Investment Advisor, as a result of any failure to fully
REPAYMENT:         satisfy and comply with any and all applicable Fund expense caps or
                   expense ratio limits, shall be the responsibility of the Investment
                   Advisor and shall be promptly repaid to Administrator ("REPAYMENT
                   OBLIGATION"). Any such Repayment Obligation of the Investment
                   Advisor 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.

PUBLICITY:         Except to the extent required by applicable Law, neither the
                   Administrator nor the Investment Advisor shall issue or initiate any
                   press release arising out of or in connection with this Series
                   Schedule or the Services rendered pursuant to the Agreement;
                   provided, however, that if no special prominence is given or
                   particular reference made to any Fund over other clients, nothing
                   herein shall prevent the Administrator from (i) placing any Fund's or
                   the Investment Advisor's name and/or company logo(s) (including
                   any registered trademark or service mark) on the Administrator's
                   client list(s) (and sharing such list(s) with current or potential clients
                   of the Administrator) and/or marketing material which will include
                   such entities' name, logo and those services provided to the Fund(s)
                   by the Administrator; (ii) using any Fund or the Investment Advisor
                   as reference; or (iii) otherwise orally disclosing that a Fund or
                   Investment Advisor is a client of the Administrator at presentations,
                   conferences or other similar meetings. If the Administrator desires to
                   engage in any type of publicity other than as set forth in subsections
                   (i) through (iii) above or if the Investment Advisor desires to engage
                   in any type of publicity, the party desiring to engage in such publicity
                   shall obtain the prior written consent of the other party hereto, such
                   consent not to be unreasonably withheld, delayed or conditioned.

ASSUMPTIONS:       Each Fund shall use commercially reasonable efforts to implement
                   automatic trade communication to Administrator and automated
                   custody reconciliation as soon as practicable following the date of
                   this Schedule.

                   The Investment Advisor acknowledges and accepts that the Trust
                   structure in place facilitates the administrative service offering by
                   Administrator 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 Investment Advisor
                   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 responsible for providing the


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The Advisors' Inner Circle Fund III Administration Agreement                     Page 5 of 7
SEI -- 160973v8

SPECIFIC           following information to the Administrator as indicated:
OBLIGATIONS

                    (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:___________________________________

The Advisors' Inner Circle Fund III Administration Agreement Page 6 of 7 SEI -- 160973v8

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:

[NAME OF INVESTMENT ADVISOR], Advisor to [NAME OF FUNDS]

BY:___________________________________
Name:
Title:

The Advisors' Inner Circle Fund III Administration Agreement Page 7 of 7 SEI -- 160973v8

SERIES SCHEDULE DATED MARCH 14, 2014 TO

ADMINISTRATION AGREEMENT
DATED AS OF FEBRUARY 12, 2014
BETWEEN
THE ADVISORS' INNER CIRCLE FUND III,
AND
NORTHPOINTE CAPITAL, LLC (THE "INVESTMENT ADVISOR")
ON BEHALF OF THE
NORTHPOINTE SMALL CAP VALUE FUND

NORTHPOINTE SMALL CAP GROWTH FUND
NORTHPOINTE LARGE CAP VALUE FUND
NORTHPOINTE MICRO CAP EQUITY FUND
AND
SEI INVESTMENTS GLOBAL FUNDS SERVICES

SERIES OF FUNDS:         NorthPointe Small Cap Value Fund, NorthPointe Small Cap Growth
                         Fund, NorthPointe Large Cap Value Fund, NorthPointe Micro Cap
                         Equity Fund, and any additional fund established within this series of
                         Funds subsequent to the date hereof (each a "FUND).

FEES:                    The following fees are due and payable monthly to Administrator
                         pursuant to Section 8 of the Agreement out of the assets of each
                         Fund, except to the extent the Investment Advisor agrees to waive its
                         fees or reimburse a Fund's expenses, in which case such fees shall
                         be paid by the Investment Advisor. Each Fund will be charged the
                         greater of its pro rata allocation of the Asset Based Fee or its Annual
                         Minimum Fee, in each case calculated in the manner set forth below.

ASSET BASED FEE:         12 basis points on the first $500 million in assets;
                         10 basis points for assets between $500 million and $1 billion;
                         8 basis points for all assets in excess of $1 billion
                         The Asset Based Fee shall be calculated based on the aggregate
                         average daily net assets of the Series of Funds during the relevant
                         period and allocated to each Fund monthly on a pro rata basis.

ANNUAL MINIMUM FEE:      The initial Annual Minimum Fee shall be $110,000 per Fund,
                         calculated daily and payable monthly in arrears from the date on
                         which each Fund is launched, as follows:
                         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, such Fund
                         will be assessed an additional annual fee equal to $15,000 per
                         Class.

NEW FUND FEES:           There will be a one-time additional service charge of $10,000 for
                         services provided by Administrator in assisting and coordinating the
                         launch of each new Fund (beyond the first four Funds) on behalf of
                         the Investment Advisor, such fee to be paid by the Investment
                         Advisor by electronic wire transfer of immediately available funds to
                         the wire instructions set forth below in advance of Administrator
                         beginning performance of the new Fund organizational services.

NorthPointe Capital Funds -- AIC III Series Schedule SEI -- 168432v3

                        Wells Fargo Bank NA
                        Winston-Salem, NC
                        ABA # 053000219
                        SEI Investments Company
                        Acct #2079900401288
                        Ref: NorthPointe Capital -- New Fund
INVESTMENT ADVISOR
MAINTENANCE FEE:        To the extent that the Board of Trustees of the Trust (the "BOARD")
                        has approved a Fund and approved the Investment Advisor as the
                        Fund's advisor, and such Fund is not Live (as defined below) by the
                        date that is the three month anniversary of the date of the last such
                        approval (the "APPROVAL DATE"), then the Investment Advisor shall
                        pay SEI a relationship maintenance fee equal to $1,000 per month
                        for each month that the Fund is not Live 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 be "Live" as of the date on which Administrator first
                        calculates such Fund's official net asset value. No relationship
                        maintenance fee shall apply in respect of the first four Funds.

ANNUAL CPI INCREASE:    After conclusion of the Initial Term, the fees payable hereunder shall
                        be subject to one annual increase at Administrator's discretion, equal
                        to the percentage increase in the Philadelphia Consumer Price Index
                        since the effective date of the Series Schedule 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 Administrator shall notify the Investment Advisor of its
                        intent to effectuate any such increase at least thirty days prior to
                        December 21(st) of the then current year.

REORGANIZATION FEES:    The Investment Advisor shall pay Administrator a transaction charge
                        equal to $50,000 in connection with each Reorganization Event to
                        which any Fund is a party. For purposes of the foregoing, a
                        "REORGANIZATION EVENT" means any material change in the
                        organizational structure of any Fund, including, without limitation, any
                        merger, acquisition or divestiture of all or any portion of the assets of
                        the Funds or any individual Fund as well as any acquisition or
                        merger by a Fund.

OPERATIONAL AUTOMATION: A critical component of Administrator's services is Fund valuations.
                        Automated trade delivery and receipt between fund advisors and
                        Administrator is critical to high quality service. Accordingly,
                        Administrator and the Investment Advisor agree to use best efforts to
                        implement automated trade delivery and receipt as soon as
                        practicable after each Fund's establishment in the Trust.

TERM:                   The term of this Schedule shall continue in effect with respect to
                        each Fund for a period of five years from and after the date on which
                        the Administrator first calculates a Fund's official net asset value (the
                        "INITIAL TERM"). Following expiration of the Initial Term, this Schedule
                        shall continue in effect for successive periods of three years (each, a
                        "RENEWAL TERM").

TERMINATION:            This Schedule may be terminated only: (a) by any party at the end of
                        the Initial Term or the end of any Renewal Term on one hundred

NorthPointe Capital Funds -- AIC III Series Schedule SEI -- 168432v3

                        eighty days prior written notice to the other parties hereto; (b) by any
                        party hereto 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 another party, provided the terminating party has
                        notified the breaching party of such material breach at least ninety
                        days prior to the specified date of termination and the breaching
                        party has not remedied such breach by the specified date; or (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 Administrator 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 Investment
                        Advisor by sale, merger, reorganization, acquisition or other
                        disposition of substantially all of the assets of the Investment Advisor
                        to a third party, provided that Administrator or one of its affiliates
                        enters into a written agreement to provide administration services on
                        behalf of the third party or surviving entity. 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 twenty five
                        percent (25%) or more of the equity interests of the Investment
                        Advisor to a third party.

EARLY TERMINATION:      Subject to the terms and conditions set forth in this paragraph, the
                        parties may agree to terminate this Schedule with respect to a
                        particular Fund on or before the expiration of the then current term
                        (hereinafter, an "EARLY TERMINATION"). In the event the parties agree
                        to an Early Termination, the parties will agree upon the effective date
                        of such Early Termination and, on or before such effective date, the
                        applicable Fund shall (i) not be in material breach of the Agreement
                        (including this Schedule) and (ii) pay the Buyout Amount to
                        Administrator 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 each Fund to Administrator
                        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
                        applicable Fund is already committed). The Fund shall pay the
                        Buyout Amount to Administrator on or before the effective date of the
                        Early Termination by means of wire or other immediately available
                        funds.

INVESTMENT ADVISOR
EXPENSE REPAYMENT:      Any and all out of pocket fees, costs, or expenses advanced by
                        Administrator, in its sole discretion on behalf of a Fund or the
                        undersigned Investment Advisor, as a result of any failure to fully
                        satisfy and comply with any and all applicable Fund expense caps or
                        expense ratio limits, shall be the responsibility of the Investment
                        Advisor and shall be promptly repaid to Administrator ("REPAYMENT
                        OBLIGATION"). Any such Repayment Obligation of the Investment
                        Advisor 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.

NorthPointe Capital Funds -- AIC III Series Schedule SEI -- 168432v3

PUBLICITY:             Except to the extent required by applicable Law, neither the
                       Administrator nor the Investment Advisor shall issue or initiate any
                       press release arising out of or in connection with this Series
                       Schedule or the Services rendered pursuant to the Agreement;
                       provided, however, that if no special prominence is given or
                       particular reference made to any Fund over other clients, nothing
                       herein shall prevent the Administrator from (i) placing any Fund's or
                       the Investment Advisor's name and/or company logo(s) (including
                       any registered trademark or service mark) on the Administrator's
                       client list(s) (and sharing such list(s) with current or potential clients
                       of the Administrator) and/or marketing material which will include
                       such entities' name, logo and those services provided to the Fund(s)
                       by the Administrator; (ii) using any Fund or the Investment Advisor
                       as reference; or (iii) otherwise orally disclosing that a Fund or
                       Investment Advisor is a client of the Administrator at presentations,
                       conferences or other similar meetings. If the Administrator desires to
                       engage in any type of publicity other than as set forth in subsections
                       (i) through (iii) above or if the Investment Advisor desires to engage
                       in any type of publicity, the party desiring to engage in such publicity
                       shall obtain the prior written consent of the other party hereto, such
                       consent not to be unreasonably withheld, delayed or conditioned.

ASSUMPTIONS:           Each Fund shall use commercially reasonable efforts to implement
                       automatic trade communication to Administrator and automated
                       custody reconciliation as soon as practicable following the date of
                       this Schedule.

                       The Investment Advisor acknowledges and accepts that the Trust
                       structure in place facilitates the administrative service offering by
                       Administrator 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 Investment Advisor
                       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.

NorthPointe Capital Funds -- AIC III Series Schedule SEI -- 168432v3

INVESTMENT ADVISOR     The Investment Advisor shall be responsible for providing the
SPECIFIC OBLIGATIONS   following information to the Administrator as indicated:

(a) A list of contact persons (primary, backup and secondary backup) of the 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.

Name of Contact: Chief Financial Officer

Address:         101 Big Beaver Rd., Suite 745
                 Troy, MI 48084

Telephone No.:   (248) 457-1200

Facsimile No.:   (248) 457-1201

Email Address:   tgardner@northpointecapital.com

NorthPointe Capital Funds -- AIC III Series Schedule SEI -- 168432v3

IN WITNESS WHEREOF, the parties hereto have executed this Series Schedule to the Administration Agreement dated March 14, 2014 by their duly authorized representatives as of the day and year first above written.

THE ADVISORS' INNER CIRCLE FUND III,

On behalf of NorthPointe Small Cap Value Fund, NorthPointe Small Cap Growth Fund, NorthPointe Large Cap Value Fund and NorthPointe Micro Cap Equity Fund

BY: /S/ DIANNE DESCOTEAUX
-------------------------
Name: Dianne Descoteaux
Title: VP & Secretary

SEI INVESTMENTS GLOBAL FUNDS SERVICES

BY: /S/ TIMOTHY D. BARTO
------------------------
Name: Timothy D. Barto
Title: Vice President

AGREED TO AND ACCEPTED BY:

NorthPointe Capital, LLC, Investment Advisor to NorthPointe Small Cap Value Fund, NorthPointe Small Cap Growth Fund, NorthPointe Large Cap Value Fund and NorthPointe Micro Cap Equity Fund

BY: /S/ TERRY GARDNER
---------------------
Name: Terry Gardner
Title: CFO

NorthPointe Capital Funds -- AIC III Series Schedule SEI -- 168432v3

AGENCY AGREEMENT

THIS AGREEMENT made as of the 12th day of March, 2014, by and between THE ADVISORS' INNER CIRCLE FUND III, a business trust existing under the laws of the Commonwealth of Massachusetts, having its principal place of business at One Freedom Valley Drive, Oaks, Pennsylvania 19456 (the "Trust") on behalf of each separate series of the Trust (each a "Fund") and each separate series of certain Funds (each a "Portfolio") maintained by a fund complex/management company as described and evidenced on each Advisor Complex Schedule attached hereto, and DST SYSTEMS, INC., a corporation existing under the laws of the State of Delaware, having its principal place of business at 333 West 11(th) Street, 5(th) Floor, Kansas City, Missouri 64105 ("DST"):

WITNESSETH:

WHEREAS, the Trust desires to appoint DST as Transfer Agent and Dividend Disbursing Agent, and DST desires to accept such appointment;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1. DOCUMENTS TO BE FILED WITH APPOINTMENT.

In connection with the appointment of DST as Transfer Agent and Dividend Disbursing Agent for the Trust, there will be filed with DST the following documents:

A. A certified copy of the resolutions of the Board of Trustees of the Trust appointing DST as Transfer Agent and Dividend Disbursing Agent, approving the form of this Agreement, and designating certain persons to give written instructions and requests on behalf of the Trust;

B. A certified copy of the Declaration of Trust and all amendments thereto;

C. A certified copy of the Bylaws of the Trust;

D. Copies of Registration Statements and amendments thereto, filed with the Securities and Exchange Commission.

E. Specimens of the signatures of the officers of the Trust authorized to sign written instructions and requests;

F. An opinion of counsel for the Trust with respect to:

3/18/2014

(1) The Trust's organization and existence under the laws of its state of organization,

(2) The status of all units of beneficial interest of the Trust ("Shares") covered by the appointment under the Securities Act of 1933, as amended (the "1933 Act"), and any other applicable federal or state statute, and

(3) That all issued Shares are, and all unissued Shares will be, when issued, validly issued, fully paid and nonassessable.

2. CERTAIN REPRESENTATIONS AND WARRANTIES OF DST.

DST represents and warrants to the Trust that:

A. It is a corporation duly organized and existing and in good standing under the laws of Delaware.

B. It is duly qualified to carry on its business in the State of Missouri.

C. It is empowered under applicable laws and by its Articles of Incorporation and Bylaws to enter into and perform the services contemplated in this Agreement.

D. It is registered as a transfer agent to the extent required under the Securities Exchange Act of 1934 (the "1934 Act").

E. All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.

F. It has and will continue to have and maintain the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

G. It is in compliance with Securities and Exchange Commission ("SEC") regulations and is not subject to restrictions under Rule 17Ad-3, as amended, adopted under the 1934 Act.

H. Copies of DST's Rule 17Ad-13 reports will be provided to the Trust annually as and to the extent required under Rule 17Ad-13 under the 1934 Act.

I. Its fidelity bonding and minimum capital meet the transfer agency requirements of the New York Stock Exchange.

3. CERTAIN REPRESENTATIONS AND WARRANTIES OF THE TRUST.

The Trust represents and warrants to DST that:

A. It is a business trust duly organized and existing and in good standing under the laws of the Commonwealth of Massachusetts.

B. It is an open-end diversified management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act").

C. A registration statement under the Securities Act of 1933 has been filed and will be effective with respect to all Shares of the Trust being offered for sale.

D. All requisite steps have been and will continue to be taken to register the Trust's Shares for sale in all applicable states and such registration will be effective at all times Shares are offered for sale in such state. All Shares issued and outstanding as of the date of this Agreement were issued pursuant to an effective registration statement under the 1933 Act or were exempt or were issued in a transaction or transactions exempt from the registration requirements of the 1933 Act. Any Shares issued after the date hereof will be issued pursuant to an effective registration statement under the 1933 Act, unless in each case such Shares or transaction is exempt from the registration requirements of the 1933 Act.

E. Each offer to sell or sale of shares of the Trust by the Trust or its agents, representatives and dealers in each state in which a share is offered for sale or sold will be made in material compliance with all applicable Federal, State or local laws, rules and regulations

F. The Trust is empowered under applicable laws and by its charter and Bylaws to enter into and perform this Agreement.

4. SCOPE OF APPOINTMENT.

A. Subject to the terms and conditions set forth in this Agreement, the Trust hereby appoints DST as Transfer Agent and Dividend Disbursing Agent.

B. DST hereby accepts such appointment and agrees that it will act as the Trust's Transfer Agent and Dividend Disbursing Agent. DST agrees that it will also act as agent in connection with each Fund's periodic withdrawal payment accounts and other open accounts or similar plans for shareholders, if any.

C. The Trust agrees to use its reasonable efforts to deliver to DST in Kansas City, Missouri, as soon as they are available, all of its shareholder account records.

D. DST, utilizing TA2000(TM) , DST's computerized data processing system for securityholder accounting (the "TA2000 System"), will perform the following services as transfer and dividend disbursing agent for the Trust, and as agent of the

Trust for shareholder accounts thereof, in a timely manner: (i) issuing (including countersigning), transferring and canceling share certificates; (ii) maintaining on the TA2000 System shareholder accounts; (iii) accepting and effectuating the registration and maintenance of accounts through Networking and the purchase, redemption, transfer and exchange of Shares in such accounts through Fund/SERV (Networking and Fund/SERV being programs operated by the National Securities Clearing Corporation ("NSCC") on behalf of NSCC's participants, including the Funds), in accordance with instructions transmitted to and received by DST by transmission from NSCC on behalf of broker-dealers and banks which have been established by, or in accordance with the instructions of, an Authorized Person, as hereinafter defined, on the Dealer File maintained by DST; (iv) issuing instructions to the Funds' banks for the settlement of transactions between the Funds and NSCC (acting on behalf of its broker-dealer and bank participants); (v) providing account and transaction information from each affected Fund's records on TA2000 in accordance with NSCC's Networking and Fund/SERV rules for those broker-dealers; (vi) maintaining shareholder accounts on TA2000 through Networking; (vii) providing transaction journals; (viii) preparing shareholder meeting lists for use in connection with special meetings and certifying a copy of such list, the first such list to be at no additional charge, anyone thereafter to be charged for; (ix) mailing shareholder reports and prospectuses; (x) withholding, as required by federal law, taxes on shareholder accounts, preparing, filing and mailing U.S. Treasury Department Forms 1099, 1042, and 1042S and performing and paying backup withholding as required for all shareholders; (xi) disbursing income dividends and capital gains distributions to shareholders and recording reinvestment of dividends and distributions in Shares of a Fund; (xii) preparing and mailing confirmation forms to shareholders and dealers, as instructed, for all purchases and liquidations of Shares of a Fund and other confirmable transactions in shareholders' accounts and recording reinvestment of dividend and distributions in Shares of the Funds; (xiii) providing or making available on-line daily and monthly reports as provided by the TA2000 System and as requested by a Fund or its management company;
(xiv) maintaining those records necessary to carry out DST's duties

hereunder, including all information reasonably required by a Fund to account for all transactions in each Fund's Shares; (xv) calculating the appropriate sales charge with respect to each purchase of Fund Shares as set forth in each Fund's prospectus PROVIDED (A) the TA2000 System as then constituted supports such amended charges AND (B) only after thirty (30) days prior written notice of and instruction as to such change to the charges is given to DST AND (C) subject to additional fees therefore in the change to the charges increases DST's cost to perform the obligations set forth in this subsection (xv), determining the portion of each sales charge payable to the dealer participating in a sale in accordance with schedules and instructions delivered to DST by the Trust's principal underwriter or distributor (hereinafter "principal underwriter") or an Authorized Person from time to time, disbursing dealer commissions collected to such dealers, determining the portion of each sales charge payable to such principal underwriter and disbursing such commissions to the principal underwriter; (xvi) receiving correspondence pertaining to any former, existing or new shareholder account, processing such correspondence for proper recordkeeping, and responding promptly to shareholder correspondence; mailing to dealers confirmations of wire order trades; mailing copies of shareholder statements to shareholders and registered representatives of dealers in accordance with the instructions of an Authorized Person; (xvii) processing, generally on the date of receipt, purchases or redemptions or instructions to settle any mail or wire order purchases or redemptions received in proper order as set forth in the prospectus, rejecting promptly any requests not received in proper order (as defined by an Authorized Person or the Procedures as hereinafter defined), and causing exchanges of Shares to be executed in accordance with the instructions of Authorized Persons, the applicable prospectus and the general exchange privilege applicable; (xviii) providing to the person designated by an Authorized Person the daily Blue Sky reports generated by the Blue Sky module of TA2000 with respect to purchases of Shares of the Trust on TA2000; and (xix) providing to the Funds escheatment reports as requested by an Authorized Person with respect to the status of accounts and outstanding checks on TA2000. In addition, DST shall be responsible for assessing and collecting redemption fees as

required pursuant to each applicable Fund's prospectus and for complying with relevant policies and procedures in connection with each applicable Fund's market timing policy.

E. At the request of an Authorized Person, DST shall use reasonable efforts to provide the services set forth in Section 4.D. in connection with transactions (i) on behalf of retirement plans and participants in retirement plans and transactions ordered by brokers as part of a "no transaction fee" program ("NTF"), the processing of which transactions require DST to use methods and procedures other than those usually employed by DST to perform shareholder servicing agent services, (ii) involving the provision of information to DST after the commencement of the nightly processing cycle of the TA2000 System or (iii) which require more manual intervention by DST, either in the entry of data or in the modification or amendment of reports generated by the TA2000 System than is usually required by non-retirement plan, non-NTF and pre-nightly transactions, (the "Exception Services").

F. DST shall use reasonable efforts to provide, reasonably promptly under the circumstances, the same services with respect to any new, additional functions or features or any changes or improvements to existing functions or features as provided for in each Fund's instructions, prospectus or application as amended from time to time, for each Fund provided (i) DST is advised in advance by the Fund of any changes therein and (ii) the TA2000 System and the mode of operations utilized by DST as then constituted supports such additional functions and features.

If any addition to, improvement of or change in the features and functions currently provided by the TA2000 System or the operations as requested by a Fund requires an enhancement or modification to the TA2000 System or to operations as presently conducted by DST, DST shall not be liable therefore until such modification or enhancement is installed on the TA2000 System or new mode of operation is instituted. If any new, additional function or feature or change or improvement to existing functions or features or new service or mode of operation measurably increases DST's cost of performing the services required hereunder at the current level of service, DST shall advise the Trust of the amount of such

increase and if the Trust elects to utilize such function, feature or service, DST shall be entitled to increase its fees by the amount of the increase in costs. In no event shall DST be responsible for or liable to provide any additional function, feature, improvement or change in method of operation until it has consented thereto in writing.

G. The Trust shall be entitled to add new Funds or Portfolios or classes thereof to the TA2000 System upon at least thirty (30) days' prior written notice to DST provided that the requirements of the new series are generally consistent with services then being provided by DST under this Agreement. Rates or charges for additional series shall be as set forth in Exhibit A, as hereinafter defined, for the remainder of the contract term except as such series use functions, features or characteristics for which DST has imposed an additional charge as part of its standard pricing schedule. In the latter event, rates and charges shall be in accordance with DST's then-standard pricing schedule.

(H) DST and the Trust will execute a schedule (each, an "Advisor Complex Schedule"), substantially in the form attached hereto as Exhibit C, for each separate fund complex/management company client of the Trust for whom the Trust retains DST to provide services pursuant to this Agreement (each an "Advisor Complex"). Each Advisor Complex Schedule will show (i) the name of the Advisor Complex, (ii) the term for the Advisor Complex Schedule (which, unless otherwise mutually agreed in writing, will be coterminous with the terms of the relationship between the Trust and the Advisor Complex), and (iii) the fees to be paid by the Trust to DST pursuant to Section 6 with respect to such Advisor Complex.

(I) The provisions of this Section 4.I that follow this sentence shall take precedence over and shall govern in the event of any inconsistency between such provisions and any other provisions of this Agency Agreement or any provisions of any exhibit or other attachment to this Agency Agreement (or any provisions of any attachment to any such exhibit or attachment). The parties agree that -- to the extent that DST provides any services under this Agency Agreement that relate to compliance by the Trust or the Fund with the Internal Revenue Code of 1986 or

any other tax law, including without limitation the services described in Section 4.D(x) -- it is the parties' mutual intent that DST will provide only printing, reproducing, and other mechanical assistance to the Funds or the Trust and that DST will not make any judgments or exercise any discretion of any kind, and particularly that DST will not make any judgments or exercise any discretion in: (1) determining generally the actions that are required in connection with such compliance or determining generally when such compliance has been achieved; (2) determining the amounts of taxes that should be withheld on securityholder accounts (except to the extent of making mathematical calculations of such amounts based on express instructions provided by the Trust); (3) determining the amounts that should be reported in or on any specific box or line of any tax form (except to the extent of making mathematical calculations of such amounts based on express instructions provided by the Trust which among other things identify the specific boxes and lines into which amounts calculated by DST are to be placed); (4) classifying the status of securityholders and securityholder accounts under applicable tax law (except to the extent of following express instructions regarding such classification provided by the Trust); and (5) paying withholding and other taxes, except pursuant to the express instructions of the Trust. The Trust agrees that it will provide express and comprehensive instructions to DST in connection with all of the services that are to be provided by DST under this Agency Agreement that relate to compliance by the Trust or the Fund with the Internal Revenue Code of 1986 or any other tax law (including without limitation the services described in Section 4.D(x)), including promptly providing responses to requests for direction that may be made from time to time by DST of the Trust in this regard

5. LIMIT OF AUTHORITY.

Unless otherwise expressly limited by the resolution of appointment or by subsequent action by the Trust, the appointment of DST as Transfer Agent will be construed to cover the full amount of authorized Shares of the class or classes for which DST is appointed as the same will, from time to time, be constituted, and any subsequent increases in such authorized amount.

In case of such increase, the Trust will file with DST:

A. If the appointment of DST was theretofore expressly limited, a certified copy of a resolution of the Board of Trustees of the Trust increasing the authority of DST;

B. A certified copy of the amendment to the Trust's Declaration of Trust authorizing the increase of Shares;

C. A certified copy of the order or consent of each governmental or regulatory authority required by law to consent to the issuance of the increased Shares, and an opinion of counsel that the order or consent of no other governmental or regulatory authority is required;

D. Opinion of counsel for the Trust stating:

(1) The status of the additional Shares of the Trust under the Securities Act of 1933, as amended, and any other applicable federal or state statute; and

(2) That the additional Shares are, or when issued will be, validly issued, fully paid and nonassessable.

6. COMPENSATION AND EXPENSES.

A. In consideration for its services hereunder as Transfer Agent and Dividend Disbursing Agent, the Trust will pay to DST from time to time a reasonable compensation for all services rendered as Agent, and also, all its reasonable billable expenses, charges, counsel fees, and other disbursements ("Compensation and Expenses") incurred in connection with the agency. Such compensation shall be calculated with respect to each Advisor Complex as set forth on each Advisor Complex Schedule or, if no separate fee schedule is agreed in an Advisor Complex Schedule with respect to a particular Advisor Complex, such fees set forth Exhibit A attached hereto and incorporated herein by reference. If the Trust has not paid such Compensation and Expenses to DST within a reasonable time, DST may charge against any monies held under this Agreement, the amount of any Compensation and/or Expenses for which it shall be entitled to reimbursement under this Agreement. The monthly fee for an open account shall be charged in the month during which an account is opened through the month in which such account is closed. The monthly fee for a closed account shall be charged in the month

following the month during which such account is closed and shall cease to be charged in the month following the Purge Date, as hereinafter defined in Section 16.

B. The Trust also agrees promptly to reimburse DST for all reasonable billable expenses or disbursements incurred by DST in connection with the performance of services under this Agreement including, but not limited to, expenses for postage, express delivery services, freight charges, envelopes, checks, drafts, forms (continuous or otherwise), specially requested reports and statements, telephone calls, telegraphs, stationery supplies, counsel fees, outside printing and mailing firms (including DST Output, LLC), magnetic tapes, reels or cartridges (if sent to the Trust or to a third party at the Trust's request) and magnetic tape handling charges, off-site record storage, media for storage of records (e.g., microfilm, microfiche, optical platters, computer tapes), computer equipment installed at the Trust's request at the Trust's or a third party's premises, telecommunications equipment, telephone/telecommunication lines between a Fund and its agents, on one hand, and DST on the other, proxy soliciting, processing and/or tabulating costs, second-site backup computer facility, transmission of statement data for remote printing or processing, National Securities Clearing Corporation ("NSCC") transaction fees and any other expenses incurred by DST on behalf of the Fund listed on Exhibit A or, if not listed, then incurred with the prior consent or at the request of the Fund to the extent any of the foregoing are paid by DST.

Reimbursable expenses, including but not limited to those listed on Exhibit A, represent pass through charges where DST has limited, if any, ability to negotiate the expense from the provider, but may include reasonable allocations to reimburse expenses incurred by DST to lessen the amount of an expense to the Fund or to add value to third party services (the "Added Value Expenses"). Regarding any future Added Value Expenses DST shall (i) provide written notice to the Fund each time DST invoices a new category of Added Value Expenses, identifying the amount of and the justification (the additional expense incurred by DST to lower the overall expense or to add value to the service being invoiced) for the markup, and (ii) obtain the Fund's consent to such markup, which consent shall

not be unreasonably delayed or withheld. The Trust agrees to pay postage expenses at least one day in advance if so requested. In addition, any other expenses incurred by DST at the request or with the consent of the Trust will be promptly reimbursed by the Trust.

C. Amounts due hereunder shall be due and paid on or before the thirtieth (30(th) ) business day after receipt of the statement therefor by the Trust (the "Due Date").

The Trust is aware that its failure to pay all amounts in a timely fashion so that they will be received by DST on or before the Due Date will give rise to costs to DST not contemplated by this Agreement, including but not limited to carrying, processing and accounting charges. Accordingly, subject to Section 6.D. hereof, in the event that any amounts due hereunder are not received by DST by the Due Date, the Trust shall pay a late charge equal to the lesser of the maximum amount permitted by applicable law or the product of one and one-half percent (1.5%) per month times the amount overdue times the number of months from the Due Date up to and including the day on which payment is received by DST. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of late payment or payment of amounts not properly due. Acceptance of such late charge shall in no event constitute a waiver of the Trust's or DST's default or prevent the non-defaulting party from exercising any other rights and remedies available to it.

D. In the event that any charges are disputed, the Trust shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify DST in writing of any disputed charges for billable expenses which it is disputing in good faith. Payment for such disputed charges shall be due on or before the close of the fifth (5(th) ) business day after the day on which DST provides to the Trust documentation which an objective observer would agree reasonably supports the disputed charges (the "Revised Due Date"). Late charges shall not begin to accrue as to charges disputed in good faith until the first business day after the Revised Due Date.

E. The fees and charges set forth on Exhibit A shall increase or may be increased as follows:

(1) On the first day of each new term, in accordance with the "Fee Increases" provision in Exhibit A;

(2) DST shall be entitled to reasonably increase the fees and charges as set forth on Exhibit A upon at least ninety (90) days prior written notice, if changes in existing laws, rules or regulations: (i) require substantial system modifications or (ii) materially increase cost of performance hereunder;

(3) Upon at least ninety (90) days' prior notice, DST may impose a reasonable charge for additional features of TA2000 used by the Funds which features are not consistent with the Funds' processing requirements as of the effective date of this Agreement; and

(4) In the event DST, at a Fund's request or direction, performs Exception Services, DST shall be entitled to impose a reasonable increase in the fees and charges for such Exception Services from those set forth on Exhibit A to the extent such Exception Services increase DST's cost of performance.

If DST notifies the Trust of an increase in fees or charges pursuant to subparagraph (2) of this Section 6.E., the parties shall confer, diligently and in good faith and agree upon a new fee that fully covers the Fund's aliquot portion of the cost of developing the new software to comply with regulatory charges and the increased cost of operation AND the cost of increased operations incurred in connection with performing any new or enhanced functions required by or used in the business of the Trust.

If DST notifies the Trust of an increase in fees or charges under subparagraphs (3) or (4) of this Section 6.E., the parties shall confer, diligently and in good faith, and agree upon a new fee to cover such new fund feature.

7. OPERATION OF DST SYSTEM.

In connection with the performance of its services under this Agreement, DST is responsible for such items as:

A. That entries in DST's records, and in the Trust's records on the TA2000 System created by DST, reflect the orders, instructions, and other information received by DST from the Trust, the Trust's distributor, any Fund's manager or the Trust's principal underwriter, each Fund's investment adviser, each Fund's sponsor, each

Fund's custodian, or the Trust's administrator (each an "Authorized Person"), broker-dealers or shareholders;

B. That shareholder lists, shareholder account verifications, confirmations and other shareholder account information to be produced from its records or data be available and accurately reflect the data in the Trust's records on the TA2000 System;

C. The accurate and timely issuance of dividend and distribution checks in accordance with instructions received from the Trust and the data in the Trust's records on the TA2000 System;

D. That redemption transactions and payments be effected timely, under normal circumstances on the day of receipt, and accurately in accordance with redemption instructions received by DST from Authorized Persons, broker-dealers or shareholders and the data in the Trust's records on the TA2000 System;

E. The deposit daily in the Trust's appropriate special bank account of all checks and payments received by DST from NSCC, broker-dealers or shareholders for investment in Shares;

F. Notwithstanding anything herein to the contrary, with respect to "as of" adjustments, DST will not automatically assume one hundred percent (100%) responsibility for losses resulting from "as ofs" due to clerical errors or misinterpretations of shareholder instructions, but DST shall in good faith discuss with the Trust DST's accepting liability for all or a portion of the cost of an "as of" on a case-by-case basis and shall, to the extent it is mutually agreed, DST shall accept financial responsibility for that portion of a particular situation resulting in a financial loss to a Fund where such loss is "material", as hereinafter defined, and, under the particular facts at issue or to the extent that such loss is a direct result of DST's material breach of its obligations under this Agreement. A loss is "material" for purposes of this Section 7.F. when it results in a pricing error on a given day which is (i) greater than a negligible amount per shareholder, (ii) equals or exceeds one ($.01) full cent per share times the number of Shares outstanding or (iii) equals or exceeds the product of one-half of one percent ([]%) times an affected Fund's Net Asset Value per Share times the number of Shares outstanding (or, in case of

(ii) or (iii), such other amounts as may be adopted by applicable accounting or regulatory authorities from time to time). When the parties have mutually agreed that DST shall be responsible to contribute to the settlement of a loss, DST's responsibility will commence with that portion of the loss over $0.01 per share calculated on the basis of the total value of all Shares owned by the affected portfolio (i.e., on the basis of the value of the Shares of the total portfolio, including all classes of that portfolio, not just those of the affected class);

G. The requiring of proper forms of instructions, signatures and signature guarantees and any necessary documents supporting the opening of shareholder accounts, transfers, redemptions and other shareholder account transactions, all in conformance with DST's present procedures as set forth in its Legal Manual, Third Party Check Procedures, Checkwriting Draft Procedures, and Signature Guarantee Procedures (collectively the "Procedures") with such changes or deviations therefrom as may be from time to time required or approved by the Trust for a Fund, its investment adviser or principal underwriter, or its or DST's counsel and the rejection of orders or instructions not in good order in accordance with the applicable prospectus or the Procedures;

H. The maintenance of customary records in connection with its agency, and particularly those records required to be maintained pursuant to subparagraph (2)(iv) of paragraph (b) of Rule 31a-1 under the Investment Company Act of 1940, if any; and

I. The maintenance of a current, duplicate set of each Fund's essential records at a secure separate location, in a form available and usable forthwith in the event of any breakdown or disaster disrupting its main operation.

8. INDEMNIFICATION.

A. DST, including DST's employees, agents or affiliated companies to whom DST has subcontracted the performance of any of DST's obligations under this Agreement (each a "DST Agent") whether or not such DST Agent is known to the Fund, shall at all times use reasonable care, due diligence and act in good faith in performing its duties under this Agreement. No person or entity shall be a DST Agent unless DST shall control, or have the ability to control, such agent's performance of DST's

obligations under this Agreement. DST shall be solely responsible for acts, errors or omissions resulting in material harm to a Fund committed by its DST Agents. DST shall provide its services as Transfer Agent in accordance with Section 17A of the Securities Exchange Act of 1934, and the rules and regulations thereunder. In the absence of bad faith, willful misconduct, knowing violations of applicable law pertaining to the manner in which transfer agency services are to be performed by DST (excluding any violations arising directly or indirectly out of the actions or omissions to act of third parties unaffiliated with DST), reckless disregard of the performance of its duties, or negligence on its part, DST shall not be liable for any action taken, suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement. For those activities or actions delineated in the Procedures, DST shall be presumed to have used reasonable care, due diligence and acted in good faith if it has acted in accordance with the Procedures, copies of which have been provided to the Trust and reviewed and approved by the Trust's counsel, as amended from time to time with approval of counsel, or for any deviation therefrom approved by the Trust or DST counsel.

B. DST shall not be responsible for, and the Trust shall indemnify and hold DST harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability which may be asserted against DST or for which DST may be held to be liable (including without limitation any attorney's fees or court costs incurred by DST in enforcing this right to the Fund's indemnification) (the "Adverse Consequences"), arising out of or attributable to:

(1) All actions or omissions to act of DST required to be taken or omitted by DST pursuant to this Agreement, provided that DST has acted in good faith and with due diligence and reasonable care and further provided DST has not materially breached any representation or warranties or material obligation under this Agreement in connection with such action or omission;

(2) The Trust's refusal or failure to comply with the terms of this Agreement, the Trust's negligence or willful misconduct, or the breach of any representation or warranty of the Trust hereunder;

(3) The good faith reliance on, or the carrying out of, any written or oral instructions or requests of persons designated by the Trust in writing (see Exhibit D) from time to time as authorized to give instructions on its behalf or representatives of an Authorized Person or DST's good faith reliance on, or use of, information, data, records and documents received from, or which have been prepared and/or maintained by the Trust, its investment advisor, its sponsor or its principal underwriter or any other person or entity from whom the Fund instructs DST to accept and utilize information, data, records, transmissions and documents;

(4) Defaults by dealers or shareowners with respect to payment for share orders previously entered provided DST has not materially contributed to the occurrence of the default;

(5) The offer or sale of the Funds' Shares in violation of any requirement under federal securities laws or regulations or the securities laws or regulations of any state or in violation of any stop order or other determination or ruling by any federal agency or state with respect to the offer or sale of such Shares in such state (unless such violation results from DST's failure to comply with written instructions of the Trust or of any officer or other authorized person of the Trust that no offers or sales be permitted to remain in the Trust's securityholder records in or to residents of such state);

(6) The Trust's errors and mistakes in the use of the TA2000 System, the data center, computer and related equipment used to access the TA2000 System (the "DST Facilities"), and control procedures relating thereto in the verification of output and in the remote input of data;

(7) Errors, inaccuracies, and omissions in, or errors, inaccuracies or omissions of DST arising out of or resulting from such errors, inaccuracies and omissions in, a Fund's or the Trust's records, shareholder and other records, delivered to DST hereunder by or on behalf of the Trust or a Fund or delivered by the prior agent(s) of the Trust or a Fund;

(8) Actions or omissions to act by the Trust or agents designated by the Trust with respect to duties assumed thereby as provided for in Section 21 hereof;

(9) Solely if the Trust or a Fund elects to have DST perform Exception Services, DST's performance of Exception Services except where DST acted or omitted to act in bad faith, with reckless disregard of its obligations or with Gross Negligence, as hereinafter defined; and

(10) Any inaccuracies in dates in any Fund's shareholder information or history as converted, or any (i) difficulties or inability of DST or any third party to manipulate or process date data, or
(ii) lack of functionality (including any errors resulting from the "windowing" (currently 1950 to 2049) of client's historical records or non-Year 2000 complaint data provided to DST by third parties) which, in case of (i) or (ii) above, arises out of or results from the failure of a Fund's records to contain date data feeds in an eight digit, full century format, or any other such Year 2000 complaint format for data feeds specified from time to time by DST.

C. Except where DST is entitled to indemnification under Section 8.B. hereof and with respect to "as ofs" to the extent set forth in Section
7.F., DST shall indemnify and hold the Trust harmless from and against any and all Adverse Consequences arising out of DST's failure to comply with the terms of this Agreement or arising out of or attributable to DST's lack of good faith, negligence or willful misconduct or breach of any representation or warranty of DST hereunder; provided, however, that for any reason other than DST's lack of good faith, willful misconduct or with Gross Negligence, as hereinafter defined, DST's cumulative liability during any term of this Agreement with respect to, arising from or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the aggregate amounts paid hereunder by the Trust to DST as fees and charges solely on behalf of or with respect to the Services provided hereunder to the Fund or Funds seeking indemnification against Adverse Consequences, but not including reimbursable expenses, during the twelve (12) months (or the approximate equivalent of twelve months' fees in cases where less than twelve months having been elapsed before the act giving rise to DST's liability) immediately preceding the event giving rise to DST's liability. For purposes of this Agreement, the term

"Gross Negligence" shall mean an act or omission by a Party which amounts to indifference to a present legal duty and utter forgetfulness of its legal obligations so far as the other Party is concerned. For purposes of determining whether a Party's act or omission is Grossly Negligent, the trier of fact will look solely to the behavior inherent in or giving rise to the act or omission itself without giving any consideration to the amount or degree of harm caused by the act or omission.

D. IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL EITHER PARTY TO THIS AGREEMENT BE LIABLE TO ANYONE, INCLUDING, WITHOUT LIMITATION TO THE OTHER PARTY, FOR CONSEQUENTIAL DAMAGES FOR ANY ACT OR FAILURE TO ACT UNDER ANY PROVISION OF THIS AGREEMENT EVEN IF ADVISED OF THE POSSIBILITY THEREOF. In this regard, each party acknowledges that where the other party is found liable to a third party in an action where the third party wins a judgment that includes an award of consequential damages against such other party, all damages paid by the other party to such third party is direct damages to the other party and not "consequential damages" as used in this Section.

E. Promptly after receipt by an indemnified person of notice of the commencement of any action, such indemnified person will, if a claim in respect thereto is to be made against an indemnifying party hereunder, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party will not relieve an indemnifying party from any liability that it may have to any indemnified person for contribution or otherwise under the indemnity agreement contained herein except to the extent it is prejudiced as a proximate result of such failure to timely notify. In case any such action is brought against any indemnified person and such indemnified person seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in, and, to the extent that it may wish, assume the defense thereof (in its own name or in the name and on behalf of any indemnified party or both with counsel reasonably satisfactory to such indemnified person); provided, however, if the defendants in any such action include both the indemnified person and an indemnifying party and the indemnified person shall have reasonably concluded that there may be a conflict

between the positions of the indemnified person and an indemnifying party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified persons which are inconsistent with those available to an indemnifying party, the indemnified person or indemnified persons shall have the right to select one separate counsel (in addition to local counsel) to assume such legal defense and to otherwise participate in the defense of such action on behalf of such indemnified person or indemnified persons at such indemnified party's sole expense. Upon receipt of notice from an indemnifying party to such indemnified person of its election so to assume the defense of such action and approval by the indemnified person of counsel, which approval shall not be unreasonably withheld (and any disapproval shall be accompanied by a written statement of the reasons therefor), the indemnifying party will not be liable to such indemnified person hereunder for any legal or other expenses subsequently incurred by such indemnified person in connection with the defense thereof. An indemnifying party will not settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified persons are actual or potential parties to such claim, action, suit or proceeding) unless such settlement, compromise or consent includes an unconditional release of each indemnified person from all liability arising out of such claim, action, suit or proceeding. An indemnified party will not, without the prior written consent of the indemnifying party settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder. If it does so, it waives its right to indemnification therefor.

9. CERTAIN COVENANTS OF DST AND THE TRUST.

A. All requisite steps will be taken by the Trust from time to time when and as necessary to register the Trust's Shares for sale in all states in which the Trust's Shares shall at the time be offered for sale and require registration. If at any time the Trust will receive notice of any stop order or other proceeding in any such state

affecting such registration or the sale of the Trust's Shares, or of any stop order or other proceeding under the federal securities laws affecting the sale of the Trust's Shares, the Trust will give prompt notice thereof to DST.

B. DST hereby agrees to perform such transfer agency functions as are set forth in Section 4.D. above and establish and maintain facilities and procedures reasonably acceptable to the Trust for safekeeping of check forms, and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices, and to carry such insurance as it considers adequate and reasonably available.

C. To the extent required by Section 31 of the Investment Company Act of 1940 as amended and Rules thereunder, DST agrees that all records maintained by DST relating to the services to be performed by DST under this Agreement are the property of the Trust and will be preserved and will be surrendered promptly to the Trust on request.

D. DST agrees to furnish the Trust's annual reports of its financial condition, consisting of a balance sheet, earnings statement and any other financial information as reasonably requested by the Trust and a copy of the SSAE 16 or successor Report issued by its certified public accountants pursuant to Rule 17Ad- 13 under the 1934 Act as filed with SEC. The annual financial statements will be certified by DST's certified public accountants and the posting of a current copy thereof on DST's website shall be deemed to be delivery to the Trust.

E. DST represents and agrees that it will use its reasonable efforts to keep current on the trends of the investment company industry relating to shareholder services and will use its reasonable efforts to continue to modernize and improve.

F. DST will permit the Trust and its authorized representatives (subject to execution of DST's standard confidentiality and non-use agreement) to make periodic inspections of its operations as such would involve the Trust at reasonable times during business hours. DST will permit the Internal Revenue Service and any other tax authority to inspect its operations in connection with examinations by any such authority of DST's or other taxpayer's compliance with the tax laws, and the costs of each such inspection and examination shall be paid by the Fund to the

extent that the examination relates to DST's performance of services under this Agency Agreement. DST will permit duly authorized federal examiners to make periodic inspections of its operations as such would involve the Trust to obtain, INTER ALIA, information and records relating to DST's performance of its Compliance + Program obligations and to inspect DST's operations for purposes of the Compliance + Program. Any costs imposed by such examiners in connection with such examination (other than fines or other penalties) shall be paid by the Trust.

G. The Trust shall obtain an executed Letter of Intent from each prospective new client of the Trust prior to DST's being requested to provide any conversion or setup services (including planning services) guaranteeing DST's recovery of the One Time Set-Up Fee in accordance with the terms set forth on Exhibit A even if such new prospect does not actually convert onto or does not commence operation on TA2000. In event of any request to DST by the Trust or its agents, such request constitutes the Trust's representation, warranty and covenant that the foregoing provision is in full force and effect and that DST will be paid the foregoing One Time Set-Up Fee if due under the terms of Exhibit A.

H. For clarification, the Trust is responsible any registration or filing with a federal or state government body or obtaining approval from such body required for the sale of shares of the Trust in such jurisdiction. DST's sole obligation is to provide the Trust access to the Blue Sky module of TA2000 with respect to purchases of shares of the Trust on TA2000. It is the Trust's responsibility to validate that the blue sky module settings are accurate and complete and to validate the output produced thereby to ensure accuracy. DST is not responsible in any way for claims that the sale of shares of the Trust violated any such requirement (unless such violation results from a failure of the DST Blue Sky module to notify the Trust that such sales do not comply with the parameters set by the Trust for sales to residents of a given state).

I. The Fund shall not enter into one or more omnibus, third-party sub-agency or sub accounting agreements with (i) unaffiliated third-party broker/dealers or other financial intermediaries who have a distribution agreement with the affected

Funds or (ii) third party administrators of group retirement or annuity plans, unless the Fund either (A) provides DST with a minimum of twelve (12) months' notice before the accounts are deconverted from DST, or (B), if twelve (12) months' notice is not possible, the Fund shall compensate DST by paying a one- time termination fee equal to $.10 per deconverted account per month for every month short of the twelve (12) months' notice in connection with each such deconversion.

10. RECAPITALIZATION OR READJUSTMENT.

In case of any recapitalization, readjustment or other change in the capital structure of the Trust requiring acceptance of Trust Share certificates, DST will register Shares in book entry format in exchange for, or in transfer of, the outstanding shares or certificates in the old form, upon receiving:

A. Written instructions from an officer of the Trust;

B. Certified copy of the amendment to the Declaration of Trust or other document effecting the change;

C. Certified copy of the order or consent of each governmental or regulatory authority, required by law to the issuance of the Shares in the new form, and an opinion of counsel that the order or consent of no other government or regulatory authority is required;

D. RESERVED;

E. Opinion of counsel for the Trust stating:

(1) The status of the newly issued book entry Shares of the Trust under the Securities Act of 1933, as amended and any other applicable federal or state statute; and

(2) That the newly issued book entry Shares are, and all unissued Shares will be, when issued, validly issued, fully paid and nonassessable.

11. DEATH, RESIGNATION OR REMOVAL OF SIGNING OFFICER.

The Trust will file promptly with DST written notice of any change in the officers authorized to provide written instructions or requests, together with two signature cards bearing the specimen signature of each newly authorized officer.

12. FUTURE AMENDMENTS OF CHARTER AND BYLAWS.

The Trust will promptly file with DST copies of all material amendments to its Articles of Incorporation or Bylaws made after the date of this Agreement.

13. INSTRUCTIONS, OPINION OF COUNSEL AND SIGNATURES.

At any time DST may apply to any person authorized by the Trust to give instructions to DST, and may with the approval of a Trust officer consult with legal counsel for the Trust, or DST's own legal counsel and at the expense of the Trust, provided DST's counsel fees are reasonable, with respect to any matter arising in connection with the agency and it will not be liable for any action taken or omitted by it in good faith in reliance upon such instructions or upon the opinion of such counsel. In connection with services provided by DST under this Agency Agreement that relate to compliance by the Fund with the Internal Revenue Code of 1986 or any other tax law, including without limitation the services described in Section 4.D(x), DST shall have no obligation to continue to provide such services after it has asked the Trust to give it instructions which it believes are needed by it to so continue to provide such services and before it receives the needed instructions from the Trust, and DST shall have no liability for any damages (including without limitation penalties imposed by any tax authority) caused by or that result from its failure to provide services as contemplated by this sentence. DST will be protected in acting upon any paper or document reasonably believed by it to be genuine and to have been signed by the proper person or persons and will not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Trust. It will also be protected in recognizing Share certificates which it reasonably believes to bear the proper manual or facsimile signatures of the officers of the Trust, and the proper countersignature of any former Transfer Agent or Registrar, or of a co-Transfer Agent or co-Registrar.

14. FORCE MAJEURE AND DISASTER RECOVERY PLANS.

A. DST shall not be responsible or liable for its failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation: any interruption, loss or malfunction of any utility, transportation, computer (hardware or software, provided such equipment has been reasonably maintained) or communication service; inability to obtain labor, material, equipment or transportation, or a delay in mails; governmental or exchange action, statute,

ordinance, rulings, regulations or direction; war, strike, riot, emergency, civil disturbance, terrorism, vandalism, explosions, labor disputes, freezes, floods, fires, tornados, acts of God or public enemy, revolutions, or insurrection; or any other cause, contingency, circumstance or delay not subject to DST's reasonable control which prevents or hinders DST's performance hereunder.

B. DST shall provide back-up facilities to the data center or centers used by DST to provide the transfer agency services hereunder (collectively, the "Back-Up Facilities") capable of supplying the transfer agency services specified herein to the Funds in case of damage to the primary facility providing those services. The back-up to the data center operations facility will have no other function that could not be suspended immediately for an indefinite period of time to the extent necessary to allow, or continue to be supported while allowing, the facility to function as a back-up facility and support all functionality scheduled to be supported in DST's Business Contingency Plan. Transfer to the Back-Up Facility shall commence promptly after the DST's declaration of a disaster and shall be conducted in accordance with DST's Business Contingency Plan, which Plan calls for the transfer of TA2000 to the Back-Up Facilities to be completed within 4 hours after DST's declaration of a disaster. The Fund shall not bear any costs (in addition to the Fees and charges set forth in Exhibit A attached hereto) related to such transfer. At least once annually, DST shall complete a successful test of the Business Contingency Plan.

C. DST also currently maintains, separate from the area in which the operations which provides the services to the Trust hereunder are located, a Crisis Management Center consisting of phones, computers and the other equipment necessary to operate a full service transfer agency business in the event one of its operations areas is rendered inoperable. The transfer of operations to other operating areas or to the Crisis Management Center is also covered in DST's Business Contingency Plan.

15. CERTIFICATION OF DOCUMENTS.

The required copy of the Trust's Declaration of Trust and copies of all amendments thereto will be certified by the Secretary of the Commonwealth (or other appropriate official) of

Massachusetts, and if such Declaration of Trust and amendments are required by law to be also filed with a county, city or other officer of official body, a certificate of such filing will appear on the certified copy submitted to DST. A copy of the order or consent of each governmental or regulatory authority required by law to the issuance of the Shares will be certified by the Secretary or Clerk of such governmental or regulatory authority, under proper seal of such authority. The copy of the Bylaws and copies of all amendments thereto, and copies of resolutions of the Board of Trustees of the Trust, will be certified by the Secretary or an Assistant Secretary of the Trust.

16. RECORDS.

DST will maintain customary records in connection with its agency, and particularly will maintain those records required to be maintained pursuant to subparagraph (2) (iv) of paragraph (b) of Rule 31a-1 under the 1940 Act, as amended, if any. Notwithstanding anything in this Agreement to the contrary, the records to be maintained and preserved by DST on the TA2000 System under this Agreement shall be maintained and preserved in accordance with the following:

A. Annual Purges by August 31: DST and the Trust shall mutually agree upon a date for the annual purge of the appropriate history transactions from the Transaction History (A88) file for accounts (both regular and tax advantaged accounts) that were open as of January 1 of the current year, such purge to be complete no later than August 31. Purges completed after this date will subject the Trust to the Aged History Retention fees set forth in the Fee Schedule attached hereto as Exhibit A.

B. Purge Criteria: In order to avoid the Aged History Retention fees, history data for regular or ordinary accounts (that is, non-tax advantaged accounts) must be purged if the confirmation date of the history transaction is prior to January 1 of the current year and history data for tax advantaged accounts (retirement and educational savings accounts) must be purged if the confirmation date of the history transaction is prior to January 1 of the prior year. All purged history information shall be retained on magnetic tape for seven (7) years.

C. Purged History Retention Options (entail an additional fee): For the additional fees set forth on the Fee Schedule attached hereto as Exhibit A, Fund may choose (i) to place purged history information on the Purged Transaction History (A19) table or (ii) to retain history information on the Transaction History (A88) file beyond the timeframes defined above. Retaining information on the A19 table allows for viewing of this data through online facilities and E-Commerce applications. This database does not support those histories being printed on statements and reports and is not available for on request job executions.

17. DISPOSITION OF BOOKS, RECORDS AND CANCELED CERTIFICATES.

DST may send periodically to the Trust, or to where designated by the Secretary or an Assistant Secretary of the Trust, all books, documents, and all records no longer deemed needed for current purposes and Share certificates which have been canceled in transfer or in exchange, upon the understanding that such books, documents, records, and Share certificates, if any will be maintained by the Trust under and in accordance with the requirements of Section 17Ad-7 adopted under the Securities Exchange Act of 1934, including by way of example and not limitation Section 17Ad-7(g) thereof. Such materials will not be destroyed by the Trust without the consent of DST (which consent will not be unreasonably withheld), but will be safely stored for possible future reference.

18. PROVISIONS RELATING TO DST AS TRANSFER AGENT.

A. DST will make original issues of Shares (and, provided the Trust and DST mutually agree to issuance of certificates, certificates) upon written request of an officer of the Trust and upon being furnished with a certified copy of a resolution of the Board of Directors authorizing such original issue, an opinion of counsel as outlined in subparagraphs 1.D. and G. of this Agreement, any documents required by Sections 5. or 10. of this Agreement, and necessary funds for the payment of any original issue tax as required in the next Section.

B. Before making any original issue of Shares or certificates, in the event the Trust and DST agree upon the issuance of certificated Shares, the Trust will furnish DST with sufficient funds to pay all required taxes on the original issue of the Shares, if any. The Trust will furnish DST such evidence as may be required by DST to show the

actual value of the Shares. If no taxes are payable DST will be furnished with an opinion of outside counsel to that effect.

C. Shares will be transferred and, provided the Trust and DST mutually agree to issuance of certificates, new certificates issued in transfer, or Shares accepted for redemption and funds remitted therefor, or book entry transfer be effected, upon surrender of the old certificates in form or receipt by DST of instructions deemed by DST properly endorsed for transfer or redemption accompanied by such documents as DST may deem necessary to evidence the authority of the person making the transfer or redemption. DST reserves the right to refuse to transfer or redeem Shares until it is satisfied that the endorsement or signature on the certificate or any other document is valid and genuine, and for that purpose it may require a guaranty of signature in accordance with the Signature Guarantee Procedures. DST also reserves the right to refuse to transfer or redeem Shares until it is satisfied that the requested transfer or redemption is legally authorized, and it will incur no liability for the refusal in good faith to make transfers or redemptions which, in its judgment, are improper or unauthorized. DST may, in effecting transfers or redemptions, rely upon the Procedures, Simplification Acts, UNIFORM COMMERCIAL CODE or other statutes which protect it and the Trust in not requiring complete fiduciary documentation. In cases in which DST is not directed or otherwise required to maintain the consolidated records of shareholder's accounts, DST will not be liable for any loss which may arise by reason of not having such records.

D. When mail is used for delivery of Share certificates, DST will forward Share certificates in "nonnegotiable" form by first class or registered mail and Share certificates in "negotiable" form by registered mail, all such mail deliveries to be covered while in transit to the addressee by insurance arranged for by DST.

E. DST will issue and mail subscription warrants, certificates representing Share dividends, exchanges or split ups, or act as Conversion Agent upon receiving written instructions from any officer of the Trust and such other documents as DST deems necessary.

F. Provided the Trust and DST mutually agree to issuance of certificates, DST will issue, transfer, and split up certificates and will issue certificates of Shares representing full Shares upon surrender of scrip certificates aggregating one full share or more when presented to DST for that purpose upon receiving written instructions from an officer of the Trust and such other documents as DST may deem necessary.

G. Provided the Trust and DST mutually agree to issuance of certificates, DST may issue new certificates in place of certificates represented to have been lost, destroyed, stolen or otherwise wrongfully taken upon receiving instructions from the Trust and indemnity satisfactory to DST and the Trust, and may issue new certificates in exchange for, and upon surrender of, mutilated certificates. Such instructions from the Trust will be in such form as will be approved by the Board of Trustees of the Trust and will be in accordance with the provisions of law and the bylaws of the Trust governing such matter.

H. DST will supply a shareholder's list to the Trust for one special meeting per year at no additional charge upon receiving a request from an officer of the Trust. It will also, at the expense of the Trust, supply lists at such other times as may be requested by an officer of the Trust.

I. Upon receipt of written instructions of an officer of the Trust, DST will, at the expense of the Trust, address and mail notices to shareholders.

J. In case of any request or demand for the inspection of the Share books of the Trust or any other books in the possession of DST, DST will endeavor to notify the Trust and to secure instructions as to permitting or refusing such inspection. DST reserves the right, however, to exhibit the Share books or other books to any person in case it is advised by its counsel that it may be held responsible for the failure to exhibit the Share books or other books to such person.

K. (1) DST shall assist the Trust to fulfill the Trust's responsibilities under certain provisions of USA PATRIOT Act, Sarbanes-Oxley Act, Title V of Gramm Leach Bliley Act, Securities Act of 1933, Securities and Exchange Act of 1934, and Investment Company Act of 1940, including, INTER ALIA, Rule 38a-1, by complying with Compliance +[], a compliance

program that focuses on certain business processes that represent key activities of the transfer agent/service provider function (the "Compliance + Program"), a copy of which has hitherto been made available to Trust. These business processes are anti-money laundering, certificate processing, correspondence processing, fingerprinting, lost shareholder processing, reconciliation and control, transaction processing, customer identification, transfer agent administration and safeguarding fund assets and securities. DST reserves the right to make changes thereto as experience suggests alternative and better ways to perform the affected function. DST shall provide you with written notice of any such changes.

(2) DST shall perform the procedures set forth in the Compliance + Program, as amended by DST from time to time, which pertain to DST's performance of those transfer agency services in accordance with the terms and conditions set forth in this Agreement, (ii) implement and maintain internal controls and procedures reasonably necessary to insure that our employees act in accordance with the Compliance + Program, and (iii) provide you with written notice of any material changes made to the Program as attached hereto.

(3) Notwithstanding the foregoing, DST's obligations shall be solely as are set forth in this Section and in the Compliance + Program, as amended, and any of obligations under the enumerated Acts and Regulations that DST has not agreed to perform on your behalf under the Compliance + Program or under this Agreement shall remain the sole obligation of the Trust.

(L) In connection with the enactment of the Red Flags Regulations (the "Regulations") promulgated jointly by the Office of the Comptroller of the Currency, Treasury (OCC); Board of Governors of the Federal Reserve System (Board); Federal Deposit Insurance Corporation (FDIC); Office of Thrift Supervision, Treasury (OTS); National Credit Union Administration (NCUA); and Federal Trade Commission (FTC or Commission) implementing section 114 of the Fair and Accurate Credit Transactions Act of 2003 (FACT Act) and final rules implementing section 315 of the FACT Act:

(1) DST shall assist the Trust to fulfill the Trusts' responsibilities under certain provisions of the Regulations that focus on certain business processes that represent key activities of the transfer agent/service provider function, as set forth in the DST identity theft program (the "Identity Theft Program"), a current copy of which has hitherto been made available to Trust. These business processes are set forth in the Identity Theft Program. DST reserves the right to make changes thereto as experience suggests alternative and better ways to perform the affected function. DST shall provide Trust with written notice of any such changes thereto.

(2) DST shall: (i) perform the procedures set forth in the Identity Theft Program, as amended by DST from time to time, which pertain to DST's performance of those transfer agency services in accordance with the terms and conditions set forth in this Agreement, (ii) implement and maintain internal controls and procedures reasonably necessary to insure that DST's employees act in accordance with the Identity Theft Program, and (iii) provide Trust with written notice of any material changes made to the Identity Theft Program.

(3) Notwithstanding the foregoing, DST's obligations shall be solely as are set forth in this Section 18(L) and in the Identity Theft

Program and any obligations under the Regulations that DST has not agreed to perform under such Identity Theft Program or under this Agreement shall remain the sole obligation of the Trust(s) or the Trust, as applicable.

(4) With respect to the Identity Theft Program, DST will permit duly authorized governmental and self-regulatory examiners to make periodic inspections of its operations as such would involve Trust and the Trusts to obtain, INTER ALIA, information and records relating to DST's performance of its obligations under the Identity Theft Program and to inspect DST's operations for purposes of determining DST's compliance with the Identity Theft Program. Any costs imposed by such examiners in connection with such examination (other than fines or other penalties arising solely out of DST's failure to fulfill its obligations under the Identity Theft Program) shall be paid by the Trust.

M. DST shall establish on behalf of the Trust banking relationships for the conduct of the business of the Fund in accordance with the terms set forth in Section 19.D. of this Agreement.

19. PROVISIONS RELATING TO DIVIDEND DISBURSING AND PAYING AGENCY.

A. DST will, at the expense of the Trust, provide a special form of check containing the imprint of any device or other matter desired by the Trust. Said checks must, however, be of a form and size convenient for use by DST.

B. If the Trust desires to include additional printed matter, financial statements, etc., with the dividend checks, the same will be furnished DST within a reasonable time prior to the date of mailing of the dividend checks, at the expense of the Trust.

C. If the Trust desires its distributions mailed in any special form of envelopes, sufficient supply of the same will be furnished to DST but the size and form of said envelopes will be subject to the approval of DST. If stamped envelopes are used, they must be furnished by the Trust; or if postage stamps are to be affixed to the

envelopes, the stamps or the cash necessary for such stamps must be furnished by the Trust.

D. DST, acting as agent for the Trust, is hereby authorized (1) to establish in the name of, and to maintain on behalf of, the Trust, on the usual terms and conditions prevalent in the industry, including limits or caps based on fees paid over some period of time on the maximum liability of such Banks, as hereinafter defined, one or more deposit accounts at a nationally or regionally known banking institution (the "Bank") into which DST shall deposit the funds DST receives for payment of dividends, distributions, purchases of Trust Shares, redemptions of Trust Shares, commissions, corporate re-organizations (including recapitalizations or liquidations) or any other disbursements made by DST on behalf of the Trust provided for in this Agreement, (2) to draw checks upon such accounts, to issue orders or instructions to the Bank for the payment out of such accounts as necessary or appropriate to accomplish the purposes for which such funds were provided to DST, and (3) to establish, to implement and to transact Trust business through Automated Clearinghouse ("ACH"), Draft Processing, Wire Transfer and any other banking relationships, arrangements and agreements with such Bank as are necessary or appropriate to fulfill DST's obligations under this Agreement. DST, acting as agent for the Trust, is also hereby authorized to execute on behalf and in the name of the Trust, on the usual terms and conditions prevalent in the industry, including limits or caps based on fees paid over some period of time on the maximum liability of such Banks, agreements with banks for ACH, wire transfer, draft processing services, as well as any other services which are necessary or appropriate for DST to utilize to accomplish the purposes of this Agreement. In each of the foregoing situations the Trust shall be liable on such agreements with the Bank as if it itself had executed the agreement. DST shall not be liable for any Adverse Consequences arising out of or resulting from errors or omissions of the Bank provided, however, that DST shall have acted in good faith, with due diligence and without negligence.

E. DST is authorized and directed to stop payment of checks theretofore issued hereunder, but not presented for payment, when the payees thereof allege either that

they have not received the checks or that such checks have been mislaid, lost, stolen, destroyed or through no fault of theirs, are otherwise beyond their control, and cannot be produced by them for presentation and collection, and, to issue and deliver duplicate checks in replacement thereof.

20. ASSUMPTION OF DUTIES BY THE TRUST OR AGENTS DESIGNATED BY THE TRUST.

A. The Trust or its designated agents other than DST may assume certain duties and responsibilities of DST or those services of Transfer Agent and Dividend Disbursing Agent as those terms are referred to in
Section 4.D. of this Agreement including but not limited to answering and responding to telephone inquiries from shareholders and brokers, accepting shareholder and broker instructions (either or both oral and written) and transmitting orders based on such instructions to DST, preparing and mailing confirmations, obtaining certified TIN numbers, classifying the status of shareholders and shareholder accounts under applicable tax law, establishing shareholder accounts on the TA2000 System and assigning social codes and Taxpayer Identification Number codes thereof, and disbursing monies of the Trust, said assumption to be embodied in writing to be signed by both parties.

B. To the extent the Trust or its agent or affiliate assumes such duties and responsibilities, DST shall be relieved from all responsibility and liability therefor and is hereby indemnified and held harmless against any liability therefrom and in the same manner and degree as provided for in Section 8 hereof.

C. Initially the Trust or its designees shall be responsible for answering and responding to phone calls from shareholders and broker-dealers.

21. TERMINATION OF AGREEMENT.

A. This Agreement shall be in effect from the date set forth at the beginning of this Agreement through March 31, 2019 and thereafter shall automatically renew for successive three (3) year terms (each such period, a "RENEWAL TERM") unless terminated by any party giving written notice of non-renewal at least six (6) months' prior to the last day of the then current term (the date on which such notice is due shall be referred to as the "Non-Renewal Notification Date") to each other party hereto; provided that DST shall deliver a written reminder (the "Renewal Reminder") to the Trust of the Non-Renewal Notification Date not

more than 120 days and not less than ninety (90) days prior to such date. In the event DST fails to provide the Renewal Reminder within the prescribed period prior to the Non-Renewal Notification Date and the Trust does not provide DST with a notice of non-renewal, then the subsequent Renewal Term shall be twelve (12) months, rather than three
(3) years; provided, however, in the event DST provides the Trust a Renewal Reminder not more than 120 days and not less than ninety (90) days prior to the expiration of any such 12 month Renewal Term, the subsequent Renewal Term (i.e., the Renewal Term effective upon the expiration of the twelve (12) month Renewal Term), shall be for thirty-six (36) months unless this Agreement is terminated by any party giving written notice of non-renewal at least six (6) months' prior to the last day of the then current term. Each Advisor Complex Schedule shall automatically terminate upon termination of this Agreement in accordance with this Section 21. In addition, either party may terminate this Agreement or an Advisor Complex Schedule in the following manner and under the following circumstances:

(i) WITH RESPECT TO A TERMINATION FOR BREACH UNDER SECTION 21.B. OF THIS AGREEMENT: upon such date as is specified in a 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 (A) gives the breaching party such notice of termination within forty-five days after the terminating party becomes aware of the occurrence of such material breach and (B) has notified the other party of such material breach at least thirty (30) days prior to the specified date of termination. The breaching party shall have thirty (30) days after receipt of the notice of termination to cure the breach or, if the breach is not capable of remedy within thirty (30) days, to commence actions, which if appropriately pursued would result in the curing of such breach and to thereafter appropriately pursue such actions. Where the material breach is not remedied or an appropriate remedy is not undertaken and pursued as previously set forth, DST will be due fees from the Trust at the regular rates as set forth in the then applicable Fee Schedule for an additional three (3) month period. At the end of such three (3) month period, or such other time as mutually agreed to in writing by

the parties hereto, this Agreement shall terminate and the Trust's data shall be deconverted from TA2000 to the new recordkeeping and processing system chosen by the Trust. If the material breach is remedied or an appropriate remedy is undertaken and pursued as previously set forth within such thirty (30) day cure period, the Agreement shall continue for the remainder of the then current Term and any future Terms to which the parties have committed at such time.

(ii) WITH RESPECT TO A TERMINATION OF AN ADVISOR COMPLEX SCHEDULE: An Advisor Complex Schedule may be terminated effective as of the expiration of the then current term specified on the Advisor Complex Schedule by either party giving to the other party the amount of prior written notice prior to the such expiration specified in the applicable Advisor Complex Schedule, provided, however, that the effective date of any termination shall not occur during the period from December 15 through March 30 of any year to avoid adversely impacting year end. For clarification, a termination of any Advisor Complex Schedule shall have no effect on any other Advisor Complex's applicable Advisor Complex Schedule and such other Advisor Complex Schedules will remain active on TA2000 under the Trust and this Agreement shall remain in full force and effect for those other Advisor Complex's who remain active on TA2000. In event of a termination under this subsection, no termination fee shall be owed by the terminating party to the other party; provided, however, the Trust will be responsible for all deconversion costs with respect to the deconversion of the applicable Advisor Complex.

(iii) WITH RESPECT TO A TERMINATION FOR BREACH UNDER SECTION 21.C. OF THIS AGREEMENT: upon such date as is specified in a written notice given by the terminating party in the event of a material breach of an Advisor Complex Schedule or a material breach of this Agreement by the other party, provided the terminating party (A) gives the breaching party such notice of termination within forty-five days after the terminating party becomes aware of the occurrence of such material breach and (B) has notified the other party of such material breach at least thirty (30) days prior to the specified date of termination. The breaching party shall have thirty (30) days

after receipt of the notice of termination to cure the breach or, if the breach is not capable of remedy within thirty (30) days, to commence actions, which if appropriately pursued would result in the curing of such breach and to thereafter appropriately pursue such actions. Where the material breach is not remedied or an appropriate remedy is not undertaken and pursued as previously set forth, DST will be due fees from the Trust at the regular rates as set forth in the then applicable Fee Schedule for an additional three (3) month period. At the end of such three (3) month period, or such other time as mutually agreed to in writing by the parties hereto, the applicable Advisor Complex Schedule shall terminate and the applicable Advisor Complex's data shall be deconverted from TA2000 to the new recordkeeping and processing system chosen by the Advisor Complex, provided, however, a termination of any Advisor Complex Schedule pursuant to this Section shall have no effect on any other Advisor Complex Schedule and such other Advisor Complex Schedules will remain active on TA2000 under the Trust and this Agreement shall remain in full force and effect for those other Advisor Complexes who remain active on TA2000. If the material breach is remedied or an appropriate remedy is undertaken and pursued as previously set forth within such thirty (30) day cure period, the applicable Advisor Complex Schedule shall continue for the remainder of the then current Term and any future Terms to which the parties are committed as specified on the Advisor Complex Schedule.

B. Each party, in addition to any other rights and remedies, shall have the right to terminate this Agreement forthwith upon the occurrence at any time of any of the following events with respect to the other party:

(1) The bankruptcy of the other party or its assigns or the appointment of a receiver for the other party or its assigns; or

(2) Failure by the other party or its assigns to perform its duties in accordance with the Agreement, which failure materially adversely affects the business operations of the first party and which failure continues for thirty (30) days after receipt of written notice from the first party.

C. Each party, in addition to any other rights and remedies, shall have the right to terminate an Advisor Complex Schedule forthwith upon the occurrence at any time of failure by the other party or its assigns to perform its duties in accordance with the Agreement or such Advisor Complex Schedule, which failure materially adversely affects the business operations of the first party or the applicable Advisor Complex and which failure continues for thirty (30) days after receipt of written notice from the first party.

D. In the event of the full termination of this Agreement or a termination of an Advisor Complex Schedule, the Trust will promptly pay DST all amounts due to DST under this Agreement and DST will use its reasonable efforts, in accordance with acceptable industry standards, to transfer the records of the Trust (or deconverting Advisor Complex, if a termination of a Advisor Complex Schedule, but not the full termination of the Agreement) to the designated successor transfer agent (or a place designated by the Trust in case of a liquidating termination) within a reasonable time period, to provide reasonable assistance to the deconverting Advisor Complex and its designated successor transfer agent, and to provide other information relating to its services provided hereunder (subject to the recompense of DST for such assistance at its standard rates and fees for personnel then in effect at that time); provided, however, as used herein "reasonable assistance" and "other information" shall not include assisting any new service or system provider to modify, alter, enhance, or improve its system or to improve, enhance, or alter its current system, or to provide any new functionality or to require DST to disclose any DST Confidential Information, as hereinafter defined, or any information which is otherwise confidential to DST.

E. If, prior to converting from the TA2000 System, a Fund or Portfolio thereof is unable to obtain a commitment from the new transfer agent that the new transfer agent will perform year end reporting (tax or otherwise) for the entire year and mail and file all reports, including by way of example and not limitation, reports or returns of Form 1099, 5498, 945, 1042 and 1042S, annual account valuations for retirement accounts and year end statements for all accounts and any other reports required to be made by state governments or the federal government or regulatory agencies (the "Returns") (i) DST shall perform year end reporting as instructed by the Fund for the portion of the year DST served as transfer agent and (ii) DST shall be paid therefore a monthly per CUSIP fee (in addition to any applicable Closed CUSIP Fee) through the end of the last month during which the last Return or form is filed (at its standard rate and fees for personnel then in effect at that time). The Fund will cause the new transfer agent to timely advise DST of all changes to the shareholder records effecting such reporting by DST (including but not limited to all account maintenance and any "as of" processing) until all DST reporting obligations cease; and DST shall have no further obligations to the Fund, and the Trust hereby indemnifies, or shall cause the Fund to indemnify, DST and holds, or shall cause the Fund to hold, DST harmless against any Adverse Consequences arising out of or resulting from the failure of the new transfer agent to timely and properly advise DST as required by this Agreement or which could have been avoided if the new transfer agent had timely and properly advised DST thereof or which occur after the Trust or the Fund ceases to pay DST to maintain the Fund data on the TA2000 System and DST purges the data of the Fund from the TA2000 System.

F. In the event of a termination by a Fund or Portfolio which is liquidating and distributing the proceeds thereof to such shareholders and thereafter closing, such Fund or Portfolio shall use reasonable efforts to provide DST at least three (3) months prior written notice of such liquidation, distribution and closing. In such event, DST may charge reasonable fees as set forth in the then existing Fee Schedule and reasonable fees for account maintenance and processing and for all

expenses incurred on the terminated Liquidating Fund's, Portfolio's or Class' behalf, for the time period required to complete the liquidation and/or maintain the Liquidating Fund, Portfolio or Class on DST's TA2000 System for the provision of services, including services in connection with Internal Revenue Service reporting or other required regulatory reporting. All such fees shall be reviewable by the Trust for reasonableness and shall be paid monthly by the Trust until the liquidation is complete and the liquidating Fund or Portfolio is purged from the TA2000 System and DST's services are no longer being utilized.

22. CONFIDENTIALITY.

A. DST agrees that, except as otherwise required by law, DST will keep confidential all records of and information in its possession relating to the Fund or its shareholders or shareholder accounts, including other information that relates to the business of the Trust, including but not limited to, Fund securities holdings, trading strategies or merger, sale or other reorganization plans and will not disclose the same to any person except at the request or with the consent of the Trust. For purposes of this provision, the Trust is a disclosing party with respect to information that is provided to DST in confidence and to which the Trust has taken reasonable steps to prevent unrestricted disclosure (a "Disclosing Party") and other information to which it, as a Disclosing Party, has made reasonable efforts to maintain its secrecy.

B. The Trust agrees, except as otherwise required by law, to keep confidential all financial statements and other financial records received from DST, the terms and provisions of this Agreement, all accountant's reports relating to DST, and all manuals, systems and other technical information and data, not publicly disclosed, relating to DST's operations and programs furnished to it by DST pursuant to this Agreement and will not disclose the same to any person except at the request or with the consent of DST. For purposes of this provision, DST is a disclosing party with respect to information that is provided in confidence to the Trust and to which DST has taken reasonable steps to prevent unrestricted disclosure (a "Disclosing

Party") and other information to which it, as a Disclosing Party, has made reasonable efforts to maintain its secrecy.

C. (1) The Trust acknowledges that DST has proprietary rights in and to the TA2000 System used to perform services hereunder including, but not limited to the maintenance of shareholder accounts and records, processing of related information and generation of output, including, without limitation any changes or modifications of the TA2000 System and any other DST programs, data bases, supporting documentation, or procedures (collectively "DST Confidential Information") which the Fund's access to the TA2000 System or computer hardware or software may permit the Fund or its employees or agents to become aware of or to access and that the DST Confidential Information constitutes confidential material and trade secrets of DST. The Fund agrees to maintain the confidentiality of the DST Confidential Information. For purposes of this provision, the Trust is a receiving party with regards to DST Confidential Information it accepts pursuant to the terms and conditions contained herein ("Receiving Party").

(2) DST acknowledges that the Trust owns all of the data supplied by or on behalf of the Trust to DST, including without limitation to Trust shareholder records and information. The Trust has proprietary rights to all such data, records and reports containing such data (collectively "Trust Confidential Information") and all records containing such data will be transferred in accordance with termination provisions of this Agreement. DST agrees to maintain the confidentiality of Trust Confidential Information. For purposes of this provision, DST is a receiving party with regards to Trust Confidential Information it accepts pursuant to the terms and conditions contained herein ("Receiving Party").

(3) Each party to this Agreement acknowledges that any unauthorized use, misuse, disclosure or taking of the other party's Confidential Information which is confidential as provided by law, or which is a trade secret or other information that relates to the business and products of the Disclosing Party with respect to which the Disclosing Party has taken reasonable steps to

prevent unrestricted disclosure, residing or existing internal or external to a computer, computer system, or computer network, or the knowing and unauthorized accessing or causing to be accessed of any computer, computer system, or computer network, may be subject to civil liabilities and criminal penalties under applicable state law. Each party to this Agreement will advise all of its employees and agents who have access to any of the other party's Confidential Information or, in the case of DST, to any computer equipment capable of accessing DST or DST hardware or software of the foregoing.

(4) Each party to this Agreement acknowledges that disclosure of a Disclosing Party's Confidential Information may give rise to an irreparable injury to such Disclosing Party inadequately compensable in damages. Accordingly, a Disclosing Party may seek (without the posting of any bond or other security) injunctive relief against the breach of the foregoing undertaking of confidentiality and nondisclosure, in addition to any other legal remedies which may be available, and each Party consents to the obtaining of such injunctive relief. All of the undertakings and obligations relating to confidentiality and nondisclosure, whether contained in this Section or elsewhere in this Agreement shall survive the termination or expiration of this Agreement for a period of ten (10) years.

(5) Confidential Information shall not include any information that:

Is now or hereafter becomes available to the public without a breach by the Receiving Party of the terms of this Agreement, but only to the extent the Confidential Information becomes available to the public; or

Was known to and documented in writing in the possession of the Receiving Party before its disclosure hereunder; or

Becomes available to the Receiving Party without restrictions on its use or further disclosure; or

Is independently developed by the Receiving Party after Receiving Party has provided clear and convincing evidence of such independent development; or

Is disclosed pursuant to judicial action, provided Recipient shall give at least 10 days written notice to Disclosing Party of the request for disclosure in a judicial action and no suitable protective order, or equivalent remedy is available. This information is no longer Confidential Information only to the extent disclosed by the judicial action and subject to the restrictions ordered by the court.

If the Receiving Party believes any of the above exceptions apply to the Confidential Information of the Disclosing Party, the Receiving Party shall provide the Disclosing Party with at least 20 days written notice of Receiving Party's intent to disclose the Confidential Information to a third party prior to such disclosure

(D) In the event the Trust obtains information from DST or the TA2000 System which is not intended for the Trust, the Trust agrees to (i) immediately, and in no case more than twenty-four (24) hours later, notify DST that unauthorized information has been made available to the Trust; (ii) after identifying that such information is not intended for the Trust, not review, disclose, release, or in any way, use such unauthorized information; (iii) provide DST reasonable assistance in retrieving such unauthorized information and/or destroy such unauthorized information; and (iv) deliver to DST a certificate executed by an authorized officer of the Trust certifying that all such unauthorized information in the Trust's possession or control has been delivered to DST or destroyed as required by this provision.

(E) Throughout the Term, DST shall comply with Exhibit D (DST Information Protection Program), which is made a part of this Agreement and applies to the Transfer Agency. The policies and procedures specified in Exhibit D (DST Information Protection Program) are subject to change at any time provided that the protections afforded thereby will not be diminished in comparison with those provided by DST to the Trust prior to the execution of

this Agreement. DST will be reasonably available to meet with and provide reasonable assurances to the Trust concerning its data security procedures.

23. CHANGES AND MODIFICATIONS.

A. During the term of this Agreement DST will use on behalf of the Fund without additional cost all modifications, enhancements, or changes which DST may make to the TA2000 System in the normal course of its business and which are applicable to functions and features offered by the Fund, unless substantially all DST clients are charged separately for such modifications, enhancements or changes, including, without limitation, substantial system revisions or modifications necessitated by changes in existing laws, rules or regulations. The Fund agrees to pay DST promptly for modifications and improvements that are charged for separately at the rate provided for in DST's standard pricing schedule which shall be identical for substantially all clients, if a standard pricing schedule shall exist. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged.

B. DST shall have the right, at any time and from time to time, to alter and modify any systems, programs, procedures or facilities used or employed in performing its duties and obligations hereunder; provided that the Fund will be notified as promptly as possible prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall materially adversely change or affect the operations and procedures of the Fund in using or employing the TA2000 System or DST Facilities hereunder or the reports to be generated by such system and facilities hereunder, unless the Fund is given thirty (30) days prior notice to allow the Fund to change its procedures and DST provides the Fund with revised operating procedures and controls.

C. All enhancements, improvements, changes, modifications or new features added to the TA2000 System however developed or paid for shall be, and shall remain, the confidential and exclusive property of, and proprietary to, DST.

24. SUBCONTRACTORS.

Provided DST used reasonable care in their selection, nothing herein shall impose any duty upon DST in connection with or make DST liable for the actions or omissions to act of unaffiliated third parties such as, by way of example and not limitation, Airborne Services, NSCC, Trans Union, ChoicePoint, custodial banks, pricing services, the U.S. mails and telecommunication companies, provided, if DST selected such company, DST shall have exercised due care in selecting the same. The Trust acknowledges and agrees that DST may use onshore or offshore affiliates of DST in performing certain of the Services hereunder.

25. LIMITATIONS ON LIABILITY.

A. If the Trust is comprised of more than one Fund (or if a Fund is comprised of more than one Portfolio), each Fund or Portfolio shall be regarded for all purposes hereunder as a separate party apart from each other Fund or Portfolio. Unless the context otherwise requires, with respect to every transaction covered by this Agreement, every reference herein to the Trust shall be deemed to relate solely to the particular Fund or Portfolio to which such transaction relates. Under no circumstances shall the rights, obligations or remedies with respect to a particular Fund or Portfolio constitute a right, obligation or remedy applicable to any other Fund or Portfolio. The use of this single document to memorialize the separate agreement of each Fund or Portfolio is understood to be for clerical convenience only and shall not constitute any basis for joining the Funds or Portfolios for any reason.

B. Notice is hereby given that a copy of the Trust's Trust Agreement and all amendments thereto is on file with the Secretary of the Commonwealth of Massachusetts; that this Agreement has been executed on behalf of the Trust by the undersigned duly authorized representative of the Trust in his/her capacity as such and not individually; and that the obligations of this Agreement shall only be binding upon the assets and property of the Trust and shall not be binding upon any trustee, officer or shareholder of the Trust individually.

26. MISCELLANEOUS.

A. This Agreement shall be construed according to, and the rights and liabilities of the parties hereto shall be governed by, the laws of the State of Delaware, excluding that body of law applicable to choice of law.

B. All terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

C. The representations and warranties, and the indemnification extended hereunder, if any, are intended to and shall continue after and survive the expiration, termination or cancellation of this Agreement.

D. No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by each party hereto.

E. The captions in this Agreement are included for convenience of reference only, and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.

F. This Agreement may be executed 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.

G. If any part, term or provision of this Agreement is by the courts held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid.

H. This Agreement may not be assigned by the Trust or DST without the prior written consent of the other.

I. Neither the execution nor performance of this Agreement shall be deemed to create a partnership or joint venture by and between the Trust and DST. It is understood and agreed that all services performed hereunder by DST shall be as an independent contractor and not as an employee of the Trust. This Agreement is between DST and the Trust and neither this Agreement nor the performance of services under it

shall create any rights in any third parties. There are no third party beneficiaries hereto.

J. Except as specifically provided herein, this Agreement does not in any way affect any other agreements entered into among the parties hereto and any actions taken or omitted by any party hereunder shall not affect any rights or obligations of any other party hereunder.

K. The failure of either party to insist upon the performance of any terms or conditions of this Agreement or to enforce any rights resulting from any breach of any of the terms or conditions of this Agreement, including the payment of damages, shall not be construed as a continuing or permanent waiver of any such terms, conditions, rights or privileges, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

L. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement, draft or agreement or proposal with respect to the subject matter hereof, whether oral or written, and this Agreement may not be modified except by written instrument executed by both parties.

M. All notices to be given hereunder shall be deemed properly given if delivered in person or if sent by U.S. mail, first class, postage prepaid, or if sent by facsimile and thereafter confirmed by mail as follows:

If to DST:

DST Systems, Inc.
210 W 10(th) Street 7(th) Floor Kansas City, Missouri 64105 Attn: Vice President-Full Service

With a copy of non-operational notices to:

DST Systems, Inc.
333 West 11(th) Street, 5(th) Floor Kansas City, Missouri 64105 Attn: Legal Department

If to the Trust:

SEI Global Funds Services

One Freedom Valley Road
Oaks, PA 19456

or to such other address as shall have been specified in writing by the party to whom such notice is to be given.

N. DST and the Trust (including all agents of the Trust) agree that, during any term of this Agreement and for twelve (12) months after its termination, neither party will solicit for employment or offer employment to any employees of the other.

O. The representations and warranties contained herein shall survive the execution of this Agreement. The representations and warranties contained in this Section, Section 27.O. and the provisions of Section 8 hereof shall survive the termination of the Agreement and the performance of services hereunder until any statute of limitations applicable to the matter at issues shall have expired.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly authorized officers, to be effective as of the day and year first above written.

DST SYSTEMS, INC.

By: /s/ Thomas J. Schmidt

Title: Vice President

THE ADVISORS' INNER CIRCLE FUND III

By: /s/ Dianne M. Descoteaux

Title: VP & Secretary

EXHIBIT A
THE ADVISORS' INNER CIRCLE III FEE SCHEDULE
EFFECTIVE MARCH 1, 2014 -- MARCH 31, 2019

I. ACCOUNT SERVICE FEES

A. MINIMUM FEES

CUSIPS in the range 1 -- 7
  Year 1                                              $18,000 per CUSIP per year
  Years 2 -- 3                                        $24,000 per CUSIP per year
CUSIPS > 7                                            $12,000 per CUSIP per year

Institutional Money Market CUSIPS $48,000 per CUSIP per year
(NOTE: MINIMUM APPLIES UNLESS CHARGES INCLUDED IN SECTION B EXCEED THE MINIMUM.)

ACCOUNT MAINTENANCE AND PROCESSING FEES

  Non Level 3 Open Accounts                         $22.00 per account per year
    0 -- 10,000 Accounts                            $20.00 per account per year
    10,001 -- 30,000 Accounts                       $18.00 per account per year
    < 30,000 Accounts

  Level 3 Open Accounts
    0 -- 1,500 Accounts                             $12.00 per account per year
    1,501 -- 3,000 Accounts                         $10.00 per account per year
    3,001 -- 4,500 Accounts                         $8.00 per account per year
    > 4,500 Accounts                                $6.00 per account per year

  Closed Accounts                                   $1.50 per account per year

II. ONE TIME SET-UP  FEES
New Fund for Existing Management Company            $1,030 poer CUSIP
New Management Company with a Single Fund           $2,575 permgt. company
New Management Company with Multiple Funds          $5,150 permgt. company

III. ASSET BASED FEES
$0 - $500,000,000                                   .250 basis points per year
$500,000,001 - $1,000,000,000                       .250 basis points per year
$1,000,000,001 and greater                          .250 basis points per year

IV. OTHER SERVICE FEES
12b-1  Processing                                   $0.23 per open & closed acct
                                                    cycle

Institutional Manual Transactions                   $8.49 per item

Lost Shareholder Compliance                         $1.50 per lost S/H account
                                                    per year + $0.20 per
                                                    database match

Escheatment Costs                                   $158 per CUSIP per filing

                                    + $1.88 per item + OOP Costs
CDSC/Sharelot Processing            $2.48 per account per year
Personal Performance
Minimum Fee                         $515.00 per run
Account Fee                         $   0.13 per run
Ad-Hoc Reporting
Single or Multi File Reports        $250.00 per report
Anti-Money Laundering Fees *
Foreign Accounts                    $0.21 per open account per year
Non-Foreign Accounts                $0.16 per open account per year
Monthly Minimum                     $100 per management company
Short Term Trader Fees *
90 Days or Less                     $   0.07 per account per year
91 Days -- 180 Days                 $   0.13 per account per year
181 Days -- 270 Days                $   0.19 per account per year
271 Days -- 366 Days                $   0.25 per account per year
367 Days -- 2 Years                 $   0.37 per account per year
Reimbursable Expenses               Exhibit A
NSCC *                              Exhibit A.2
TA2000 Voice(TM) System *           Exhibit A.3
Vision(TM)                          Exhibit A.4
FAN Web *                           Exhibit A.5
Financial Intermediary / TPA Fees * Exhibit A.6
Fund Closing / Deconversion *       Exhibit A.7
Cash Utilization                    Exhibit A.8
Advisor Complex Schedule            Exhibit B
DST Information Protection Program  Exhibit C
Authorized Personnel                Exhibit D

Computer/Technical Support (Standard 2013 Rates) *

Business Analyst/Tester:
Dedicated                                        $130,493 per year (1,690 hours)
On-Request                                       $115.75 per hour
COBOL Programmer:
Dedicated                                        $220,020 per year (1,690 hours)
On-Request                                       $174.73 per hour
Workstation Programmer:
Dedicated                                        $252,173 per year (1,690 hours)
On-Request                                       $206.99 per hour
WEB Developer
Dedicated                                        $269,201 per year (1,690 hours)
On-Request                                       $222.62 per hour
Full Service Support:
Senior Staff Support                             $77.50 per hour
Staff Support                                    $57.50 per hour
Clerical Support                                 $47.50 per hour

Conversion/Acquisition Costs -- reimbursable expenses including, but not limited to travel and accommodations, programming, training, equipment installation, etc.

NOTES:

A. OPEN AND CLOSED ACCOUNTS FEES
The monthly fee for an open account shall be charged in the month during which an account is opened through the month in which such account is closed. The monthly fee for a closed account shall be charged in the month following the month during which such account is closed and shall cease to be charged in the month following the Purge Date, as hereinafter defined. The "Purge Date" for any year shall be any day after June 1st of that year, as selected by the Fund, provided that written notification is presented to DST at least forty-five (45) days prior to the Purge Date.

B. NEW MANAGEMENT COMPANY / FUND ESTABLISHMENT
Establishing a new Fund requires a minimum of 30 days advance notice.

Establishing a new management company requires a minimum of 60 days advance notice.

The One Time Set- Up fees will only be charged in the event that a new fund(s) and/or new management company does not go live, including seed money, during the month it was scheduled to go live. The One Time Set- Up fees for a new Management Company do not include the DST programming hours to set up the INVESTOR product nor do they include the DSTO programming charges.

If a new Fund goes live after the 16(th) of the month with funded assets, including seed money, the CUSIP and Open Account charges for that month will be charged at a 50% discount of the current rate.

C. FEE INCREASES
The fees payable under each Advisor Complex Schedule shall increase annually, effective as of each anniversary of the Effective Date of such Advisor Complex Schedule, by an amount not to exceed the percentage increase, if any, in the Consumer Price Index for all Urban Consumers (CPI-U) in the Kansas City, Missouri-Kansas Standard Metropolitan Statistical Area, All Items, Base 1982-1984=100, as reported by the Bureau of Labor Statistics, since the last anniversary date; provided, however, if the percentage increase in the CPI-U since the last anniversary date exceeds five percent (5%) the fee increase shall be limited to five percent (5%) and the amount by which the percentage increase in the CPI-U exceeds five percent (5%) may be charged in later years, provided in no year will the fee increase exceed five percent (5%). If the Bureau of Labor Statistics ceases to publish such Consumer Price Index for all Urban Consumers, DST shall in good faith select an alternate adjustment index. Items marked by an "*" are subject to change with 60 days notice.

D. LATE FEES
Any fees or reimbursable expenses not paid within 30 days of the date of the original invoice will be charged a late payment fee of 1.5% per month until payment is received.

E. TERMINATION FEES
To be assessed by DST and paid by the Trust in accordance with the provisions of Section 21 of the Agreement.

Fees Accepted By:

/S/ THOMAS J. SCHMIDT                /S/ DIANNE M. DESCOTEAUX
DST Systems, Inc.                    THE ADVISORS' INNER CIRCLE III
3/12/14                              3/14/14
Date                                 Date

REIMBURSABLE EXPENSES

EXHIBIT A.1

This schedule does not include reimbursable expenses that are incurred on the Fund's behalf.

Examples of reimbursable expenses include, but are not limited to the items listed below.
Forms
Postage (to be paid in advance if so requested) Mailing Services
Computer Hardware and Software - specific to Fund or installed at remote site at Fund's direction
Telecommunications Equipment and Lines/Long Distance Charges
Magnetic Tapes, Reels or Cartridges
Magnetic Tape Handling Charges
Microfiche/EFS/Microfilm
Freight Charges
Printing
Bank Wire and ACH Charges
Proxy Processing - per proxy mailed not including postage Includes: Proxy Card
Printing
Outgoing Envelope
Return Envelope
Tabulation and Certification T.I.N. Certification (W8 & W9)
(Postage associated with the return envelope is included)
Disaster Recovery(1)* (Includes St. Louis Data center) Off-site Record Storage Travel, Per Diem and other Billables incurred by DST personnel
traveling to, at and from the Fund at the request of the Fund. Base Compliance Program Expense - $175,000(2)

(1) The annual charge of $0.206 per account, paid monthly in increments of one-twelfth of the annual charge, is a pro rata portion of DST's cost for the service and will increase proportionate to any increase in DST's costs to provide the recovery service or in the event that the current recovery goal is shortened. The current recovery goal is to have the TA2000 System as provided for in the Business Contingency Plan operational 4 hours after DST's declaration of a disaster. Data communications expenses for connectivity to the backup sites (DST owned or recovery vendor provided) are part of the DST network charges and are billed monthly as an out-of-pocket expense unless network is Fund-provided, in which case connectivity is the responsibility of Fund.

(2) Will not increase by more than 10% in years 2 and 3 provided there are no material changes in the regulatory environment. DST and SEI will review annually the number of clients/management companies to determine whether or not there has been a material impact which would warrant a change in the Compliance Program expense.

NSCC FEES AND OUT-OF-POCKET EXPENSES

EXHIBIT A.2

DST FEES

DST charges $1,764 per CUSIP per year for the NSCC platform.

NSCC PARTICIPANT FEES(1)

The NSCC charges $40 per month per NSCC Participant any for CPU access/shared line costs.

A combined participant base fee of $200 per month is charged for the following services:

FUND/SERV:

The NSCC charges an activity charge of $.175 per inputted transaction. Transactions include purchases, redemptions and exchanges.

NETWORKING:

- $.02 per account for funds paying dividends on a monthly basis

- $.01 per account for funds paying dividends other than monthly

COMMISSION SETTLEMENT:

- $.30 per hundred records, per month, for one to 500,000 records; there is a $50 per month minimum processing charge

- $.20 per hundred records, per month, for 500,001 to 1,000,000 records

- $.10 per hundred records, per month, for 1,000,001 records and above

MUTUAL FUND PROFILE SERVICE MONTHLY MEMBERSHIP FEE

- $325.00 per month

SETTLING BANK FEES

The fund may be charged fees by the Funds Settling Bank at which the net settlement account resides for monthly maintenance of this account. These are negotiated directly between the Fund and the Settling Bank.

(1) DST does not guarantee fees charged by the NSCC.

TA2000 VOICE(TM) SYSTEM EXHIBIT A.3

FEE SCHEDULE

PER CALL SERVICE FEE
Utilization of DST's TA2000 Voice System is based on a service fee of $.24 PER CALL. Each call has a maximum duration of seven (7) minutes. This charge is a flat rate regardless of the number or type of transactions that a shareholder processes during the call. A given call could result in inquiries and/or transactions being processed for various funds in the complex. Therefore, on a monthly basis, DST will report the number of inquiries and/or transactions processed by fund. A percentage of the total will be derived and reported for each fund. As a result of this process, DST will allocate the charges among the individual funds.

MULTIPLE CALL FLOWS
An additional fee of $525 per month will be charged for each additional call flow that requires different flows, functions, vocabulary, processing, rules or access method. An additional fee of $210 per month will be charged for each additional call flow that is identical in flows, functions, vocabulary, processing rules or access method.

MINIMUM MONTHLY CHARGE
DST's commitment to the reliability and continued enhancement of the TA2000 Voice System necessitates a minimum monthly charge for the service. The minimum monthly charge will only be assessed when it is greater than the monthly service fees. The minimum monthly charge will be implemented on a graduated basis based on the number of CUSIPS and shareholders in a fund complex and is the sum of the CUSIP and account charges. The schedule for this charge is as follows:

YEARS             CHARGE PER                 CHARGE PER
OF                CUSIP AUTHORIZED           SHAREHOLDER
SERVICE           FOR SERVICE*               ACCOUNT**
1                 $ 58                       $.003
2                 $ 85                       $.004
3                 $114                       $.005

* CUSIPS ADDED TO THE SERVICE will be subject to the same minimums being charged to the other CUSIPS in the complex at the time the CUSIPS are added.

** THE PER ACCOUNT CHARGE is based on the total number of shareholder accounts in authorized CUSIPS at the end of each month.

OUT OF POCKET COSTS
Each fund complex will require a unique MPLS number for their shareholders to call. Each MPLS number will require a specific number of trunks to service a given volume of shareholder calls. All installation and monthly usage charges associated with these will be billed through monthly out-of-pocket invoice.

TA2000[] SPEECH RECOGNITION CHARGES
All above charges apply with a 25% mark up of all fees (Per call rate, Fund Minimum, Shareholder Account).

VISION(TM) EXHIBIT A.4
FEE SCHEDULE

Unless specifically indicated otherwise, all fees, charges and discounts will be applied separately to each individual affiliate of Customer that has been assigned a unique management code.

ID CHARGES
NUMBER OF ID BREAKPOINTS ID CHARGE BREAKPOINTS

1 - 500                  $3.25 per month/per ID for each of the first 500 IDs
501 - 1,000              $3.00 per month/per ID for each of the next 500 IDs
1,001 - 2,000            $2.75 per month/per ID for each of the next 1,000 IDs
2,001 - 3,450            $2.50 per month/per ID for each of the next 1,450 IDs
3,451 - +                No charge for each additional ID over 3,450

In accordance with the schedule above, ID Charges for each affiliate of Customer cannot exceed a monthly maximum of $9,500.

INQUIRY CHARGES

Initial Set-up Fee                            None
Per View Charge(1)
Standard                                      $0.05
Reduced                                       $0.025
STATEMENT CHARGES (OPTIONAL)
Individual Statement Retrieval Charge         $0.05 per statement
Batch Statement Load Charge(2)                $0.03 per image

Monthly Statement Interface Support Charge(3) $1,300

The Statement Retrieval Charges do not cover any charges or expenses Customer may incur from its statement vendor.

DATA EXTRACT CHARGES(2)

Advisor Requests        $0.12 per file
Non-Advisor Requests    $6.00 per file


---------------------------

(1)The Standard Per View Charge is currently assessed when an information request retrieves data from individual system-level tables to return a response. DST may, from time to time, determine that certain information requests that retrieve data from a consolidated table to return a response are eligible for the Reduced Per View Charge. Although the foregoing represents the approach DST has historically taken with respect to Per View Charges, DST reserves the right at any time to change the components and/or structure of the Per View Charge. If applicable, Vision Charges do not include any charges or expenses Customer may incur separately from DST for AWD transactions or images offered through Vision.

(2)The Batch Statement Load charge and the Data Extract charge will only be assessed at the time the statements are provided to Vision by the statement vendor or at the time data files are retrieved by Vision, as applicable, not at the time of viewing or downloading.

(3) If Customer uses DST Output, LLC or a subsidiary of DST Output, LLC as its electronic statement vendor, the Monthly Statement Interface Support Charge will be waived.

EMAIL ALERT CHARGES
Per email charge                                        $0.05
TRANSACTION PROCESSING CHARGES (OPTIONAL)
Initial Set-up Fee(1)
Existing FAN Users                                      $2,500
All Others                                              $5,000
Purchase, Redemption, Exchange, Maintenance             $0.10 per transaction
NSCC Reject Processing                                  $0.10 per reject
Workflow Response                                       $0.10 per transaction
New Account Establishment (each new account transaction $0.35 per transaction
may contain one or more new accounts)
New Account Web Service Image Delivery                  $0.65 per image
Monthly Minimum(2)                                      greater of $500 or actual usage
DEALER/BRANCH/REP UPDATES (OPTIONAL)
Flat Fee(6)
SalesConnect Customers (Rep level)                      Waived
SalesConnect Customers (Branch level)
and Non-SalesConnect Customers
NUMBER OF ACCOUNTS                                      FLAT FEE CHARGE
0 -- 25,000                                             $0 per month
25,001 -- 100,000                                       $250.00 per month
100,001 -- 500,000                                      $500.00 per month
500,001 -- 1,000,000                                    $1,000.00 per month
1,000,001 - +                                           $2,000.00 per month
Per Update
SalesConnect Customers (Rep level)                      Waived
SalesConnect Customers (Branch level)
and Non-SalesConnect Customers                          $0.10 per transaction

DST will combine accounts for all affiliates of Customer for purposes of determining the applicable Flat Fee for Customer's affiliated corporate complex. It is Customer's responsibility to notify DST in writing of qualifying company affiliations. Customer's number of accounts will be reviewed every January 1 for purposes of determining the monthly Flat Fee charges for that year.

VOLUME DISCOUNTS
Discount Schedule (monthly)(3)

>
$7,500 - $15,000 20%
$15,001 - $30,000 25%
$30,001 - $45,000 30%
$45,001 - + 35%

(1) The Initial Set-up Fee shall be waived for set-ups that involve only NSCC Reject Processing or Workflow Response. For all other transaction processing this Fee shall apply and shall be assessed only once per management code.
(2) NSCC Reject Processing and Workflow Response shall not be considered when calculating the Monthly Minimum charge for Transaction Processing.
(3) ID Charges, Monthly Statement Interface Support Charges, Dealer/Branch/Rep Update Flat Fee and Transaction Processing Initial Set-up Fee are not included in Volume Discount calculations.

The percentage discount is applied incrementally to the dollars associated with each breakpoint.

PLATINUM/GOLD DISCOUNT
An additional discount shall be applied to the net Fees (i.e., after Volume Discounts) paid by Customer for DST's Vision Services if Customer is utilizing DST's Basic FAN Mail Services pursuant to the applicable Master Agreement for DST FAN Mail Services, as follows:

At the beginning of the next calendar year following the first calendar year in which Customer has received Basic FAN Mail Services pursuant to the Service Exhibit to the Master Agreement for DST FAN Mail Services, and at the beginning of each calendar year thereafter, DST shall review the average combined annual usage fees actually paid by Customer for Basic FAN Mail Services and Vision Services for the previous calendar year. Customer shall receive the following discounts on Vision Services fees for the then current calendar year, in the event the total annual combined usage fees paid by Customer for Basic FAN Mail Services and Vision Services equal or exceed at least:

GOLD LEVEL

Qualification: $180,000.00 annually, but less than $300,000.00.

Discount: The discount for each billing cycle equals 2[]% of Vision usage fees billed for such cycle.

PLATINUM LEVEL

Qualification: $300,000.00 annually, but less than $2,000,000.00.

Discount: The discount for each billing cycle equals 5% of Vision usage fees billed
for such cycle.

PLATINUM PLUS LEVEL

Qualification: $2,000,000.00 annually.

Discount: The discount for each billing cycle equals 10% of Vision usage fees billed
for such cycle.

DST will combine qualified usage fees for all affiliates of Customer for purposes of determining the applicable discount for Customer's affiliated corporate complex. It is Customer's responsibility to notify DST in writing of qualifying company affiliations. DST will not combine an affiliate's usage fees with Customer's unless and until Customer has so notified DST. No retroactive adjustments to the Gold and Platinum discounts will be made based on previously undisclosed company affiliations. If Customer qualifies, the discount will be shown on each invoice issued to Customer.

EXHIBIT A.5

FAN WEB SERVICES - TA2000 CLIENT
FEE TYPE                                                                    CHARGE
Initial Implementation Site Setup Fee(1)                                    $15,000.00
Each Additional Site Setup Fee                                              $5,000.00
Transaction Fees(2,3)
Portfolio Level Inquiries                                                   $.07
Account Level Inquiries                                                     $.05
Maintenance/Financial Transactions                                          $.10
New Account Establishment                                                   $.35
Auxiliary Processing                                                        $.03
Monthly Base Fee (This is in addition to the monthly transaction fee total)
(Vision[] Product not included)(4)                                          $3,000.00
Fund-Specific Enhancements/Consulting                                       By Quote

Monthly Activity Discount Structure
DST will offer Customer monthly activity discounts based on the total number of Transactions incurred by Customer in such month. The monthly discount shall be applied to Transaction Fees only. The following discount schedule will apply:

Monthly Activity                 Activity Discount
0 -- 150,000                     No Discount
150,001 -- 250,000               $.0050
250,001 -- 500,000               $.0075
500,001 -- 1,000,000             $.0100
1,000,001 -- 2,000,000           $.0150
2,000,001 -- 3,000,000           $.0175
Greater than 3,000,000           $.0200

Example of Monthly Discount:
If Customer has 400,000 Transactions in a given month, a $.005 discount will be applied to 100,000 of the Transactions, and a $.0075 discount will be applied to 150,000 of the Transactions. The remaining 150,000 Transactions are billed according to the standard Transaction Fees.

(1) The Initial Implementation Site Setup Fee includes establishment of FAN Options and site setup. The fee also includes 100 hours of assistance from the FAN Web Group's Business Analysts or technical staff. Any hours in excess of these hours will be billed at DST's then standard FAN rates.
(2) These fees apply only where Customer provides a link from the Customer Web Site to the DST Web Site.
(3) Other Transactions may be supported in the future, the fees for which will be determined at that time. Customer will not be obligated to offer such new Transaction types.
(4) The FAN Web monthly usage fee is a combination of the $3,000.00 monthly base fee and the cumulative total of all transactions processed.

EXHIBIT A.6

FINANCIAL INTERMEDIARY/THIRD PARTY ADMINISTRATOR FEES

BASE FEE (PER INTERMEDIARY PER MONTH)              $117.76
PHONE CALLS (INBOUND/OUTBOUND)(1)                  $4.71 each
TRANSACTIONS: (1)
Manual Same Day (T) Processing/Settlement
Environments (not processed until money received)  $4.12 each
Manual or Automated Non-Same Day (T+x) Processing/
Settlement Environments (systematic "as-of" T NAV,
adjusted supersheets, expedited money movement)    $12.95 each
ALL INBOUND ELECTRONIC DATA TRANSMISSIONS
Data Transmissions/Interfaces:
First 10 Intermediaries                            $60 /intermediary/month
Next 15 Intermediaries                             $46 /intermediary/month
Intermediaries over 25                             $36 /intermediary/month

Initial Set-up Standard Programming/Client Services Fees

Note: DST will assess charges to receivers of outbound electronic data transmissions comprised of an initial setup fee, and a monthly fee based on the number of management companies being accessed.

(1) If the Transfer Agency fee agreement has lower stated rates for phone calls and manual same day (T) transactions DST will honor those stated rates.

FUND CLOSING / DECONVERSION FEE SCHEDULE EXHIBIT A.7

FEES EFFECTIVE AS OF FUND CLOSING OR DECONVERSION:(15)
Closed Accounts As stated in fee schedule Closed CUSIP Fee $177 per closed CUSIP per month PROGRAMMING
As required, at DST's then current standard rates.
REIMBURSABLE EXPENSES

This schedule does not include reimbursable expenses that are incurred on the Fund's behalf. Examples of such reimbursable expenses include but are not limited to forms, postage, mailing services, telephone line/long distance charges, transmission of statement data for remote print/mail operations, remote client hardware, document storage, tax certification mailings, magnetic tapes, printing, microfiche, Fed wire bank charges, ACH bank charges, NSCC charges, as required or incurred, etc. Reimbursable expenses are billed separately from Account Maintenance and Programming fees on a monthly basis.

(15) Charges are effective through May of the following year to compensate DST for tax reporting and statement production.

DST CASH UTILIZATION EXHIBIT A.8
INVESTMENT SERVICE

The following describes the DST Cash Utilization investment service:

1) Net collected balances: Net collected balances in the Client's transfer agency bank accounts at UMB Bank, N.A. ("UMB"), will be invested each day in two separate overnight UMB sponsored sweep vehicles with comparable rates of return to UMB's earnings credit rate.

Money market Sweep: Balances able to be determined by a predetermined cutoff time each business day will be swept into a Money market account in DST's name. This account will be registered as "for the account of DST (Client Name)". The next morning of a business day, the identical principal amounts will be swept back into the originating accounts with the earnings remaining in the Money market account. The following business day, balances will again be swept into the Money market account and will be invested overnight along with residual earnings from previous days, and so on each business day.

Overnight Rep: Each evening of a business day, balances exclusive of those already swept into the Money Market account (with some UMB constraints) will be swept into an overnight Repo investment. The next morning of a business day, principal and earnings amounts will be swept back into the originating accounts, with DST maintaining an ongoing reconciliation of principal versus earnings in your accounts.

No investment advisory functions: DST would not be performing investment advisory functions as part of this service. The Money Market and Repo sweep vehicles are UMB product offerings.

2) Lower bank account service charges: For customer electing to use the new Cash Utilization service, DST has renegotiated lower bank account service charges (projected to be 10% less than your current service charges) from UMB by leveraging our collective Transfer Agent and Corporate relationships with the bank. These reduced fees will benefit you directly and will not be available to smaller, individual customers of the bank.

Service Fee payment: Each month, UMB will determine your service fees and invoice them to DST. DST will pay them on your behalf from the accumulated earnings of both overnight investment vehicles. DST will provide you with a copy of the UMB invoice supporting these charges.

3) DST Fee: DST's fee for this service allows for DST to collect 25% of all gross overnight investment earnings from both investment vehicles for this Cash Utilization service.

DST Fee Collection: Each month, DST will determine the amount of this fee and deduct it from the accumulated earnings of both overnight investment vehicles. We will provide you with detail supporting the calculation of this fee.

4) Net Earnings Credit: Each month, the remaining net earnings, reduce by both UMB and DST service charges, will be credited against the funds' Transfer Agency fees as a direct reduction of

fund expenses. Should earnings exceed fees, the excess earnings will be available to be credited against future fees or returned to the client based on direction from the client.

Reconciliation: DST will perform the reconciliation of earnings, service charges and credits. DST will also determine the apportionment of the credits to the individual funds in accordance with the following procedure; the portion of the total credit that each fund receives shall be equal to the percentage of total TA fees that each fund's individual fees represent each month. On your TA fee invoice, we will provide the detail of the original gross charges, the amount of the credit for each individual fund and the net amount due for each fund. The funds would pay DST only the net of total TA fees and reimbursable expenses less the amount of the credits.

5) Legal Opinion: We have reviewed the Legal Opinion of Seward & Kissel, LLP ("Seward") dated July 19, 2000 and hereby advise you that, as assumed by Seward in such letter, the existing agreements whereby 'The Client' receive transfer agency services from DST through UMB, currently the transfer agent for such Funds, have been, and the agreement now being negotiated by and between the Funds and DST whereby DST is appointed as the transfer agent for the Funds will be, approved by a majority of the directors or trustees of each Fund, including a majority of those directors or trustee who are not "interested person" of the Fund or its affiliates, as that term is defined in the 1940 Act.

6) Authorization: Not withstanding anything in any agreement under which DST is authorized, directly or indirectly, to perform transfer agency, shareholder servicing agency or related services, whether as principal, agent or sub-agent, to the contrary, DST is hereby authorized and instructed to open bank accounts in DST's name for the deposit and holding of, and to deposit into and hold in such accounts, all checks and payments received by DST form NSCC, broker- dealers or shareholders, and any other sums received by DST, for investment in shares, while such sums await their actual delivery to and investment in such Funds.

EXHIBIT B

ADVISOR COMPLEX SCHEDULE

This ADVISOR COMPLEX SCHEDULE (this "Schedule") to the Agreement (as amended, the "Agreement") originally made as of the 12th day of March, 2014, by and between THE ADVISORS' INNER CIRCLE FUND III, a business trust existing under the laws of the Commonwealth of Massachusetts, having its principal place of business at One Freedom Valley Road, Oaks, Pennsylvania 19456 (the "Trust") and DST SYSTEMS, INC., a corporation existing under the laws of the State of Delaware, having its principal place of business at 333 West 11(th) Street, 5(th) Floor, Kansas City, Missouri 64105 ("DST") is entered into by and between DST and the Trust as of the ____ day of _____, 2014"

1. ADVISOR COMPLEX. Subject to the Terms and conditions contained in the Agreement, DST shall provide the Services specified therein to the Trust on behalf of _________________.

2. TERM. This Advisor Complex Schedule shall continue until ___________________.

3. REQUIRED NOTICE PRIOR TO EXPIRATION. The amount of prior written notice required pursuant to

Section 21(a)(ii) is ________________.

4. FEES. In consideration for its services to the Trust as Transfer Agent and Dividend Disbursing Agent on behalf of the Advisor Complex specified in this Advisor Complex Schedule, the Trust will pay to DST from time to time a reasonable compensation for all services rendered as Agent, and also, all its reasonable billable expenses, charges, counsel fees, and other disbursements ("Compensation and Expenses") incurred in connection with the agency. Such compensation is set forth on Exhibit A attached hereto and incorporated herein by reference.

5. MISCELLANEOUS. This Advisor Complex may be executed in one or more counterparts, each of which shall be deemed an original and all or which together shall constitute one and the same Advisor Complex Schedule.

IN WITNESS WHEREOF, EACH PARTY HERETO HAS CAUSED THE ADVISOR COMPLEX

SCHEDULE TO BE EXECUTED ON ITS BEHALF AS OF THE DATE FIRST ABOVE WRITTEN.

THE ADVISORS' INNER CIRCLE DST SYSTEMS, INC.

FUND III

By:                        By:
Name:                      Name:
Title:                     Title:
Date:                      Date:__________________________

EXHIBIT C

DST INFORMATION PROTECTION PROGRAM

DST has a formal Information Protection Program (IPP) that was established and exists as a working roadmap for DST security. DST does Risk Assessments, Security Assessments, Security Awareness for the corporation as a whole, targeted training for specific applicable groups, and other security related activities. DST has a program and process pursuant to which DST reviews its technology and architecture and security requirements and needs.

Integral to the function of the IPP are the Information Protection Committee (IPC) and the Information Protection Board (IPB). The IPC convenes periodically during the year and is responsible for 1) identifying, measuring and rating risks, 2) approving policies, standards, and practices, and 3) assessing and reporting progress towards compliance. The IPB convenes periodically during the year and is responsible for providing executive level oversight and guidance to the Information Protection Program.

A component of the IPP is DST's Policies, Control Standards, and Technology Baselines. DST's Security Management Console (SMC) is an on-line system DST obtained from Archer Technologies that provides Security Policies, Control Standards, and Technical Baselines, oriented to the financial industry. The policies and standards incorporated in the SMC are designed to be consistent and evolve with ISO27001, HIPAA, Data Protection Act of 1998, IS Forum Standards, FFIEC IS Booklet, and MAS to the extent DST deems them applicable to its business.

DST has in place security log and activity monitoring, on a 24x7x365 basis. DST has an Intrusion Detection System (IDS) implemented to keep us informed on network activity. DST has an incident response process to deal with unexplainable logs and activities that are observed. This process is reviewed for validity and effectiveness for the purpose. DST uses third party security reviews to also provide the information to support DST's security efforts.

All of the foregoing policies and procedures are subject to regular review and modification without notice, it being agreed that (i) no change to the foregoing shall diminish the over-all level of security and protections afforded to Trust Data as maintained on TA2000 and the DST Facilities and (ii) DST hereby undertakes that it shall at all times have in place data security policies and standards that are reasonably designed to be consistent and evolve with ISO27001, HIPAA, Data Protection Act of 1998, IS Forum Standards, FFIEC IS Booklet, and MAS to the extent DST reasonably deems them applicable to its business.

EXHIBIT D

AUTHORIZED PERSONNEL

Pursuant to Section 8.B.3 of the Agency Agreement between THE ADVISORS' INNER CIRCLE FUND III (the "Trust") and DST (the "Agreement"), the Trust authorizes the following Trust personnel to provide instructions to DST, and receive inquiries from DST in connection with the Agreement:

NAME                                              TITLE

Michael Beattie                                   President
-------------------------------                   -------------------------------------------------------------
Michael Lawson                                    Treasurer, Controller & CFO
-------------------------------                   -------------------------------------------------------------
Dianne M. Descoteaux                              Vice President and Secretary
-------------------------------                   -------------------------------------------------------------
Russell Emery                                     Chief Compliance Officer
-------------------------------                   -------------------------------------------------------------
Lisa Whittaker                                    Vice President and Assistant Secretary
-------------------------------                   -------------------------------------------------------------
Edward McCusker                                   Anti-Money Laundering Compliance Officer and Privacy Officer

This Exhibit may be revised by the Trust by providing DST with a substitute Exhibit D. Any such substitute Exhibit D shall become effective twenty-four
(24) hours after DST's receipt of the document and shall be incorporated into the Agreement.

ACKNOWLEDGMENT OF RECEIPT:

DST SYSTEMS, INC.          THE ADVISORS' INNER CIRCLE FUND III

By:                        By:
Name:                      Name:
Title:                     Title:
Date:                      Date:

Morgan, Lewis & Bockius LLP Morgan Lewis 1701 Market Street COUNSELORS AT LAW Philadelphia, PA 19103-2921
Tel: 215.963.5000
Fax: 215.963.5001
www.morganlewis.com

March 18, 2014

The Advisors' Inner Circle Fund III
One Freedom Valley Drive
Oaks, Pennsylvania 19456

Re: Opinion of Counsel regarding Pre-Effective Amendment No. 2 to the Registration Statement filed on Form N-1A under the Securities Act of 1933 (File No. 033-192858)

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 (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 portfolios of the Trust: NorthPointe Micro Cap Equity Fund, NorthPointe Small Cap Growth Fund, NorthPointe Small Cap Value Fund and NorthPointe Large Cap Value Fund (the "Funds"). This opinion is being delivered to you in connection with the Trust's filing of Pre-Effective Amendment No. 2 to the Registration Statement (the "Amendment") filed on Form N-1A under the Securities Act of 1933, as amended (the "1933 Act"), to be filed with the U.S. Securities and Exchange Commission (the "SEC"). 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 Agreement and Declaration of Trust (the "Declaration of Trust") and By-Laws (the "By-Laws") for the Trust;

(c) a certificate executed by Dianne M. Descoteaux, the Secretary of the Trust, certifying as to, and attaching copies of, the Trust's 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 Funds; 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 SEC, will be in substantially the form of the printer's proof referred to in paragraph (d) above.

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
--------------------------------

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form N-1A of our report dated March 17, 2014, relating to the financial statements of NorthPointe Small Cap Value Fund and NorthPointe Large Cap Value Fund (two of the funds constituting Advisors' Inner Circle Fund III), which appear in such Registration Statement. We also consent to the reference to us under the heading "Independent Registered Public Accounting Firm" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Philadelphia, PA
March 17, 2014

INITIAL CAPITAL AGREEMENT

The Advisors' Inner Circle Fund III (the "Trust"), a Delaware statutory trust, and Michael P. Hayden, an individual, hereby agree as of March 4, 2014, as follows:

1. In order to provide the Trust with the initial capital required pursuant to Section 14 of the Investment Company Act of 1940, as amended, Michael P. Hayden is hereby purchasing from the Trust 5,000 shares of beneficial interest, no par value, of each of the NorthPointe Small Cap Value Fund and the NorthPointe Large Cap Value Fund, each a series of the Trust (the "Shares"), at a purchase price of $10.00 per share, for a total purchase price of $100,000. Michael P. Hayden hereby acknowledges the receipt of the Shares, and the Trust hereby acknowledges receipt from Michael P. Hayden of funds in the amount of $100,000 for such series of the Trust in full payment for the Shares. It is further agreed that no certificate for the Shares will be issued by the Trust.

2. Michael P. Hayden is aware that the Shares have not been registered under the Securities Act of 1933, as amended (the "1933 Act"), on the basis that the sale of such Shares will be exempt under Section 4(2) of the 1933 Act as not involving any public offering. Reliance on such exemption is predicated, in part, on Michael P. Hayden's representation and warranty to the Trust that the Shares are being acquired for Michael P. Hayden's own account for investment purposes and not with a view to the distribution or redemption thereof, and that Michael P. Hayden has no present intention to dispose of the Shares. Michael P. Hayden further represents that he will not take any action that will subject the sale of the Shares to the registration provisions of the 1933 Act.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the 4th day of March, 2014.

Attest: Dianne M. Descoteaux                THE ADVISORS' INNER CIRCLE FUND III

/s/ Dianne M. Descoteaux                    By: /s/ Michael Beattie
----------------------------                ------------------------------------
Dianne M. Descoteaux                        Michael Beattie
Vice President and Secretary                President


Attest: Peter Cahill                        MICHAEL P. HAYDEN

/S/ PETER CAHILL                            By: /s/ Michael P. Hayden
----------------------------                ------------------------------------
Peter Cahill                                Michael P. Hayden
Chief Investment Officer                    Chief Executive Officer
NorthPointe Capital, LLC                    NorthPointe Capital, LLC

SIGNATURE PAGE -- THE ADVISORS' INNER CIRCLE FUND III INITIAL CAPITAL AGREEMENT